0 0 0 0 0 0 0 ! 9 5 9 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. BANK OF AMERICA, N.A., as Administrative Agent I 274909v6 By: Title: Vice President RAYTHEON AIRCRAFT RECEIVABLES CORPO a Kansas corporation By: Title: "slant Secretary GENERAL TION RECEIVABLES CORP By: Title: Secretary ration SDNY_GM_02759410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246332 EFTA01330795
SDNY GM 02759411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246333 EFTA01330796
• 0 0 0 0 0 0 0 1 9 6 0 ANNEX 1 Security Agreement dated December 30, 1999 between Nassau Holding, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 30, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 30, 1999, recorded by the Federal Aviation Administration on March 27, 2000, as Conveyance No. NN019131 (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 Ltd. model JT15O-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0291 and PCE-JA0287. SDNY_GM_02759412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246334 EFTA01330797
•.' ri:001)10 L13 ZC tJa hZ J39 t SDNY_GM_02759413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246335 EFTA01330798
n fl 9 7 2 APPI040 as e.nMme isinathsweif or Aleecrcenuermeir OF TRANSPORTATION MION ACNO1•111A110114•0110TIMONAT Ancouvra AMMON cons _AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE afoIRATE° EWES 14 787TH ... ..j a itlleAFIETT nmiR a 1400EL • L. Raytheon 400A . E fl OCT - 8 21z3 AMAMI stout It j ' RK - 260 FOR FAA USE ONLY nee OF REGISTRATION (Check ono to.) 1."' CRII" 0 I. Intlyidual 0 Patel, 0 a Coelion Si 4 Co-ownor 0 S. Gall 0 8. CSPaeson WM OF APPLICANT (NN(n(.) sham on wane of one If wi0V4Juld. OW UR non. Ini non. eM es On) 0 15.) Kirk Air, LLC 6.25"; of 100/1 Gee Attachment cloit Ce4A S•[.9. -O-7\;) TELEPICINE NIANIER: I ) 111 AMMO Irene es me Ito is Axe gni) c/o Flight Options, LLC Kerte ale son 9fil gn nor P1 ca-Wr 1 glit Parkway Rural MAR P.O. Sow CITY Richmond Heights SINE OH a COOS 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement WON, signing this application. This portion MUST be completed. A false a dahOre09 an.,. to any quettlon -n in otacerricet area, be 9p,nds pt ounstentent try leo am i or teramorrge. U.S 1 COCO, nee It Sec 10011 III CERTIFICATION avt Cons (I) ITO Inli sow snit • awed of se tend won& etc • • can (it. onneonol 0 no Unlod linos Pa NOR Rua pa ram* of Oa ) a PIECE ONE AS APPROPRIATE: A OARSMAN an. Re Yen apse (Far 1., 5i a FOrrn ISM] No • 0 A nen one ern ns dons owe nos too lows ol OWN — ale sass suss is laud as p. In vsos r the We*, Sias Flecoros nom ton loo mean', to bVITAC•00 al la hill Om non • ml tossed ant ve urns of in Ingo mew reel m mit rag wawa al 0,...vdo . rio...30, pa. Men Sled wet MO Team, Man POniratraten NOTE: II sontled lOf CO-Ownersin all snags mad Sr. Use maw side if necessary TYPE .. .INT NAME SIGNATURE li TITLE Assistant Secretary'g, light Options, LLCNOorierO d nnsacting as Attorney-Inn Fact for Kirk Air, LLC _ h2 i 8 npE t( ESSPOTURE TITLE Ar oat NOTE Ps' nialte ce the coin/me of Ann neon PS Scroll may be opargiej to a pok0 rol n opesei El 90 dm. ctenng Seth lk, iho PINK cc, Or En -10099040 final be 07144 int Ili *ICA Re ROM SOSGI (12S0) (C052(0.62(4(07) &gauges Rivas Editto SONY_GM_02759414 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246336 EFTA01330799
ilT IIV7M° t• 9: S Or wy 02 my tie fri SDNY_GM_02759415 21- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246337 EFTA01330800
0 0 0 0 0 0 0 0 9 7_ 3 ATTACHMENT TO AIRCRAFT, . RtGlb RATION APPLICATION Oa-Vac& to Lei -O3 Reg ft: N787TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) S/N#: Name of Applicant: RK-260 Address: Shown on Original form hereto Owning an undivided 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 Sample!, 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 & 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 Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto Avelar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for Date: kmet-c2a #1.2,3.4.5,7.11.12,13,14 Vice President of Raytheon Travel Air Acting as Attorney-in•Fact #6.8,9.10 fiy signing above. the applicant agrees and stipulates (I) to the teens. conditions and certification of the AC Form 8050-1 Aircraft Reirlf86011APcialtiOn. to which this page is attached (the 'Applicabonl. (0) that all of the Information set forth on the Application is hue and Cuffed as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, etch of which Mien so executed and delivered shad be an anginal. but ad such counterparts Shell together constitute but one and the same application. SDNY_GM_02759416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246338 EFTA01330801
• 0 , VP:CW:1:10 ;:""C9V1NO OS 01 LIU 02 OAU t to • :1 .:VIJOUIV V3 kil.4 SDNY_GM_02759417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246339 EFTA01330802
0 0 0 0 0 0 0 0 9 7 4 • a- ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aCL.,iceo 8-(1-o'! Reg #: N787TA Address: Model: Raytheon 400A S/N#: RK-260 Owning an undivided Name of Applicant: Interest of: 1.) Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto 2.) INilero L.L.C. 6.25% of 100% Shown on Original form hereto 3.) MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto 5.) FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto 6.) Samolot, L L C. 6.25% of 100% Shown on Original form hereto 7.) Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto 8.) Leonard M. Rand & Barbara E. Rand-Trustees 12.50% of 100% Shown on Original form hereto 9.) Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto 10.) Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto 11.) Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto 12.) Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto 13.) Avatar, LLC 6.25% of 100% Shown on Original form hereto 14.) Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Title: Signatures: Date Loaazica Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1,2,3,4,5.7,11,12,13,14 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #6.8,9,10 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Forth 8050-1 Aircraft Registration Application. to which this page is attached (the "Appficationl. (II) that all of the information set forth on the Application is true and correct as of this date, and (111) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the sane application. SDNY_GM_02759418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246340 EFTA01330803
0 rl!ONV1}10 AEO OS Or WEI 02 911t) t00? ....... .. 111/:1081V VV.; 03714 SDNY_GM_02759419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024634I EFTA01330804
0 0 9 7 1 FORM APPROVED OMB NO. 21200042 UNITED STATES OF AMERICA 0. S. .DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION .... ADMINISTRATION AIRCRAFT BILL OF SALE F F 0 0 1 656 RECORDED OCT 8 PI' if ti 0 FEDERAL. AVIATION ADMINISTRATION Write F Do Na OR FM In This Nod( USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: • ire UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS r DAY OFJULY, 2003 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.) KIRK AIR, LLC 6.25% OF 100% 1024 HIBBARD RD. WILMETTE, IL 60091 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 71" DAY OF JULY, 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) (IF X CUTED CO-OWNER' IP ALL MU SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DA ERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition 03232110202S 05.00 OS/20/2003 SONY_GM_0275.9020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246342 EFTA01330805
ASOSOUISPVCO COOSVDS\SO OO.ft VII0I1V1)10 Ai In t.n.fr.":VTA0 OS Or WY 02 900 Oil ea HOLL: v;' :u;,1; C311.4 SDNY GM 02759421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246343 EFTA01330806
FORM APPROTTO nOn00 9 7 8 c..., 2•2003.2 o 0 ITO SUITS OF AMERICA OERUITMENT OF TPARSPORTATION AmaleaTilasali-Mia Maw AMNION NOMIONITY AMIONAIMCAL CORD MICRAFT REGISTRATION APPLICATION CERT ISSUE DATE - .. WOES SLOES MAMMON NUMBER N 787TH AIRCRAFT MAMUFACTURER a MODEL milgg henn IdEM W JUL 3 12003 . AMpRIVT MAK Ns kg -260 FOR FM USE ONLY TYPE OF PEO4TRATION (ONO om SRI ' O T. MINAS O a Panel.** O 3 etepontbon El 4. Couveuer O S. Cewl. O 11.."": 42." NAME OF APPLICANT (Pana007 ram an eadiaos al ommetal I .IMO . TS NM nom RV An aid able Ma.) • 15.) Flight Options, LLC 6.25% of 100% (See Attachment 8 .034c), tifr.li api) STUMM NUDISM I 7 POMP) Pinged Se an ter to meet SINAI Flight Options, LLC as ant an 26180 Curcis W.i.ht Parkway awl ROAR PO. Sat CITY Richmond Heights SUM OH TY CCOE 44143 1:1 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing This application. This portion MUST be compMted. A 11.• a <Stone, raw n any qmseon In un acoloalsen Amy be gaga patina by My and 1 by yrobwerneni IUS Coat Tan It SIC /001) • CERTIFICATION IME CERnry (I) TN, ov Atos aloe , a ~AI by Ts IMMTIERla •Macart. My a • Claw, aa:NasI onaraaval U Me Limed Siam (Fa vamp Owl {Two Arm of Imam' CHECK ONE AS IPPMPRIATE: a 0 A NOON' Mon. alb Man imInilko bola IASI ar Fenn I-SSII NP - b 0 A nonaana copenika egentted aml deli Sebum tedo Vie Um el hate en, um wee li bog ord gamey al ia re Wald Sala lima* a ARM nowt in, #.,..1•04 tot Ramalon al Ian (2) Rai ea * is AM ragelmed tale to of cry talc% cony: eV DI Tat NO Rabe al ~flap a Mimtea a Ma been No we, the Figural Anoka Accent -Ku NOTE'. I executed tor co-owneiShO WI MRCSS must slut Use Anne We II nOCOSSIIIV. TYPE OR T NAME • SIGNA €. a y n "IA Vice President of Flight Options, LLC °ATE tp,43.O3 b • 2 mu AV DATE IN SIGNATURE TtlIS OATS M3TE Nedra, nIMOI 0 Ea CRIACIA• al ...Pin Weibel" OM MITT Wiry be operas fa one AM V. Wand TO Osys. Ong stem, Tare as PAN ow ',QUM apptiCalon mat be area . the stool AC Fonne)504 (IMO) (0:6240428-9:07) Supersedes Proems WW1 SDNY_GN1_02759422 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246344 EFTA01330807
r . • VI10i1V-O0 X119 vi-. nO1`,10 c2 of hiu Ea NIT thg? VIAIIU"3" SDNY_GM_02759423 1 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246345 EFTA01330808
0 0 0 0 0 0 9 ATTACripnENT TO AIRCRAFT APPLICATION 7 9 EGIST TION u—cis -03 Reg #: N787TA Model: Raytheon 400A SIN#: RK-260 Name of Applicant: Bloomfield Investment Company, LLC Wilero L.L.C. Maka ofturkiekno, ►.LC.- East Penn Manufacturing Co., Inc. FC Corporate Air Travel, Inc. 6.) Samolot. L.L.C. 7.) Pilgrim Cove Air LLC Leonard M. Rand & Barbara E. Rand- 8.) Trustees 9.) Air Ghislaine, Inc. 10.) Nassau Holdings, Inc. 11.) Bergen Southwest Steel. Inc. 12.) Grand Maple Properties, Inc. 13.) Avelar, LLC 14.) Coronado 8 Associates, 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% TilJe: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,3,4,5,7,13,14 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 Acting as Attorney-in-Fact # 2,6.8.9.10,11,12 Date: 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 'Applicationl. (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 onginal, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246346 EFTA01330809
V11001)10 Jam Vr:41111)10 131 Nt 11011.9kiite., 1.tVV.01.IN V V 1.1114 GB t14 SDNY_GM_02759425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246347 EFTA01330810
1.) 2.) 3.) 4.) 5.) 6.) 7.) 0 0 0 0 0 0 0 0 9 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aCaCcd1/4 Reg 4: N767TA Model: Raytheon 400A S/N11: RK-260 Owning an undivided Name of Applicant: Bloomfield Investment Company, LLC Wilero L.L.C. Maka of Turrtleland L.L.C. East Penn Manufacturing Co., Inc. FC Corporate Air Travel, Inc. Samolot, L.L.C. Pilgrim Cove Air LLC Leonard M. Rand & Barbara E. Rand-Trustees Air Ghislaine, Inc. Nassau Holdings, Inc. Bergen Southwest Steel, Inc. Grand Maple Properties, Inc. Avatar, LLC Coronado & Associates, LLC Signatures: 8. WgllQ.oeR 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: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,3,4,5,7.13.14 Date: Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 2,6,8,9,10,11,12 Vice President of Flight Options, LLC for #15 4-ts-Q3 By signing above, the applicant agrees and stipulates (I) to the teens. condbons and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attaChed (the -Appliaiionl. (II) that all of the information sal forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-oymers by executing separate counterpart signature pages. each of Mitch when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02759426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246348 EFTA01330811
WVOM9))0 4110 Vi1F 7•Htilk CZ Of yid sr Nor se u3 uOLIMUltf I 1"1011 VV4 /23-174- SONY_GM_027 59027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246349 EFTA01330812
0 0 0 0 0 0 0 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIM ADMINISTRATION AIRCRAFT BILL OF SALE 0 3 1 1 0 E RECORDED RN 10 58 AVIATION Not In T Block Do FOR Wnte FM USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LECIVIVEYANC AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 1603 JUL it REGISTRATION NUMBER N787TA FEDERAL AIRCRAFT MANUFACTURER & MODEL ADMINI5TRATION RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 ' DOES THIS 30Th DAY OF APR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: ce us < co x u et D O. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30TH OF APR., 2003. W KIRK —i —i w u) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) EXECUTED FOR CO-OWN P ALL in SIGN.) TITLE (TYPED OR PRINTED) AIR, LLC VICE PRESIDENT OF JAMES R. DAUTERMAN FLIGHT onions, tic AS ATTORNEY IN FACT FOR KIRK MR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HOWEVER. ANY BE REQUIRED , BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 031691052302 85.00 06/18/2003 1 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_027 59428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246350 EFTA01330813
VP:OW/1)10 9VT,I0 Ca 01WH 81 ror COO? uu 12,1Z:021V VVJ HL 031U SDNY_GM_02759429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246351 EFTA01330814
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 JANUARY 21, 2003 FROM RAYTHEON AIRCRAFT CREDIT CORP DOCUMENT NO. R06135 I TO OR ASSIGNED TO CORONADO & ASSOCIATES LLC DATE RECORDED February 24, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration flambe) I TOTAL NUMFIER INVOLVED I N787TA ENGINES I TOTAI NI IMRFR INVOLVED 2 MAKES) PRATT & WHITNEY JTISD-5 SERIAL NO. PCE-JA0287 PCE-JA029 I PROPELLERS I TOTAl NI MRFR INVOt VEll MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL Ni INIRFR INVOI VED LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL RK-260 AC FORM 80S0-23 (I- )( SDNY_GM_02759430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246352 EFTA01330815
SDNY GM 02759431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246353 EFTA01330816
0000000 1 3 1 3 RACC SECURITY AGREEMENT R061351 •CONVEYANCE Raytheon Aircraft Credit Corporation Rt6Otiti 2003 FEB 29 PM 3 07 1. Grant of Security Interest. To secure the payment and performance of: allot .the:biiligaiions due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC, by,Goionsidg etspeFlates, LLC (hereinafter referred to as "Debtor") under that certain Promissory Note (hkifairiatfbr referred to as the "Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, including all such obligations or indebtedness that would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code and including, without limitation, post-petition interest (collectively, the 'Obligations", Debtor hereby grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the 'Collateral"): A. An undivided 6.29% interest in Raytheon Aircraft Model 1999 Beechjet 400A, Serial Number RK-260, Registration Number N787TA (the "Aircraft.), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & WhitneyModel: JT15D-5; Shaft Horsepower: over 750- Serial Number (L): PCE-JA0287; Serial Number (R): PCE-JA0291, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L). N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of Debtors right, title or interest in the Aircraft, including, without limitation, the Flight Options, LLC ("Flight Options') agreements described as follows: Master Interchange Agreement, Owners Agreement, Management Agreement, and Purchase Agreement, including any amendments thereto (collectively the "Operative Agreements"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods, all payments under any insurance covering the Aircraft and any of its engines, propellers, equipment, accessories and accessions and all payments to Debtor from Flight Options in connection with the exercise of any option to buy or sell Debtor's undivided interest in the Aircraft pursuant to the Aircraft Interest Purchase Agreement. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 2. Operative Agreements. Debtor represents and warrants that on the date of this Security Agreement, the Operative Agreements are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that Debtor has no right to offset or defense under or with respect to any of the Operative Agreements. Debtor shall fully perform all Debtor's obligations under the Operative Agreements. Debtor authorizes and directs Flight Options and its successors, assigns and affiliates to provide RACC, as the secured party, with such BMc20Dedn dur~ ' SDNY_GM_02759432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 030291014458 015.00 01/29/2003 EFTA_00246354 EFTA01330817
V14011171)10 A110 VI-10i4V1)10 CT OT tal 6Z NEW CO. a0 NOLL v daS;t)3S V V3 0311.3 SDNY_GM 02759433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246355 EFTA01330818
0 0 0 0 0, 0 I 3 I information as RACC may request regarding the Operative Agreements, any material amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation, information regarding Debtors payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Operative Agreements or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding anything herein to the contrary, RACC shall not be liable under the Operative Agreements to perform any of the Debtor's obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by Flight Options, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 3. Debtor's Warranty of Title end Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants That Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) and shall remain at all times the owner of the Collateral free from any prior security interest, lien or encumbrance. WITHOUT IN ANY WAY LIMITING THE FOREGOING, CUSTOMER SHALL NOT SELL, TRANSFER, ASSIGN, CHARTER, SUBLEASE, CONVEY, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ITS OR RACC'S INTEREST IN AND TO THE AIRCRAFT OR DEBTOR'S UNDIVIDED INTEREST THEREIN, AND ANY SUCH SALE, TRANSFER, ASSIGNMENT, CHARTER, SUBLEASE, CONVEYANCE, PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF RACC SHALL BE NULL AND VOID. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is and shall remain at all times a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents In all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Except as otherwise expressly provided in the Operative Agreements (it being acknowledge that performance by Flight Options of its related obligations under the Operative Agreements shall be deemed to be performance by Debtor for purposes of this Section 5), Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof In accordance with the following provisions: 5a. Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturers recommendation and operating and maintenance manuals. 5b. Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 5d. Debtor will use reasonable care to prevent the Aircraft from being damaged or injured and will promptly (but in no event later than 60 days after discovery) replace any part or component of the Aircraft BAlc20Dectr2 SDNY_GM_027 59434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9,10, 15, and 17 EFTA_00246356 EFTA01330819
SONYGM02759435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246357 EFTA01330820
0 0 0 0 0 0 0 I 3 I t Aitcraft, the Aircraft or any part thereof (including, without limitation, any warranty of the manufacturer of the Aircraft or any component or Flight Options), or in any way relating to or arising out of the manufacture, inspection, construction, purchase, pooling, interchange, acceptance, rejection, ownership, titling or re-titling, delivery, lease, sublease, possession, use, operation, maintenance, management, condition, registration or re-registration, sale, return, removal, repossession, storage or other disposition of any undivided interest in the Aircraft, the Aircraft or part thereof or any accident in connection therewith (including, without limitation, latent and other defects, whether or not discoverable, and any Claim for patent, trademark or copyright infringement). Notwithstanding the foregoing, Debtor shall not be required to indemnify RACC for (a) any Claim caused solely and directly by the gross negligence or willful misconduct of the RACC or (b) any Claim in respect of the Aircraft arising from acts or events which occur after any and all other obligations of any kind whatsoever of Debtor hereunder and under the other Transaction Documents have been luny paid and/or performed, as the case may be, unless any such Claims were caused by Debtor (or any stockholder, director, officer, employee, successor, assignee, agent or servant of Debtor) or resulted or arose, directly or indirectly, from any acts, events or omissions of any kind whatsoever during the term hereof. The liability of Debtor to make indemnification payments shall, notwithstanding any expiration or other termination (whether voluntary, as the result of an Event of Default, or otherwise) hereof or any of the other Transaction Documents, continue to exist until such indemnity payments are irrevocably made in full by Debtor and received by RACC. If any Claim is made against Debtor or RACC, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Debtor of any obligation hereunder. 10. Event of Default. Upon the occurrence of an Event of Default, as defined in the Promissory Note, subject to the terms of the Operative Agreements, (a) RACC shall have the right to exercise (i) RACC's option to sell Debtor's interest in the Aircraft pursuant to Section 6.2.3 of the Aircraft Interest Purchase Agreement and shall be entitled to apply to the outstanding Obligations all amounts payable to Debtor in connection with such option exercise and/or (ii) all remedies allowed by law, including, without limitation, those available to a secured party under the Uniform Commercial Code and (b) to the extent practicable given the nature of the Collateral, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other Obligations, and to the satisfaction of Indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. After the occurrence of an Event of Default, Debtor agrees that, RACC may fly or otherwise move the Aircraft for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. Notwithstanding the foregoing, RACC may at its option and in its sole discretion keep idle, lease, or use or operate all or part of Debtors undivided interest In the Aircraft without any liability whatsoever. To the extent permitted by applicable law, Debtor hereby waives any rights now or hereafter conferred by statute or otherwise which may require RACC to sell, lease or otherwise use Debtor's undivided interest in the Aircraft, and/or the Aircraft In mitigation of RACC's damages as set forth in this Section or otherwise provided herein or which may otherwise limit or modify any of RACC's rights or remedies under this Section or otherwise provided herein. 11. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral Is sold, RACC may declare all Obligations Immediately due and payable. BNic20Dcc02 SONY_GM_02 759436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246358 EFTA01330821
SDNY_GM_02759437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246359 EFTA01330822
0 0 0 0 0 0 0 ! 3 ! J Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result In the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and Its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale and hereby acknowledges and agrees that it shall be liable for any deficiency that may exist atter the application of such sale proceeds to the Obligations. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Operative Agreements that relate to Debtor's interest in the Collateral and RACC acknowledges and agrees that RACC shall recognize the rights of the other Joint Owners of the Aircraft, the Manager and Flight Options as defined in and in accordance with the terms of the Operative Agreements and that notwithstanding the occurrence of any Event of Default, RACC shall allow the Aircraft to continue to be operated under the Operative Agreements as such operations relate to the other Joint Owners. 12. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 13. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC. sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Operative Agreements, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 14. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 15. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 16. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN 'EVENT OF DEFAULT' SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 17. WAIVER OF RIGHT TO JURY TRIAL. ALL PARTIES TO THIS SECURITY AGREEMENT HEREBY VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN THE EVENT OF LITIGATION CONCERNING THIS SECURITY AGREEMENT. 18. Damages. To the extent that any party hereto is subject to liability for any breach under this Security Agreement, the liability of such party shall be limited to the actual and direct monetary damages caused by such breach. In no event shall any party hereto be liable for Indirect, special, consequential, multiple or punitive damages, or any damage deemed to be of an indirect or consequential nature arising out of or related to its performance hereunder, whether based upon breach of contract, warranty, negligence and whether grounded in tort, contract, civil law or other theories of liability, including strict liability. To the BMc20Dtc02 SDNY_GM_02759438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246360 EFTA01330823
SDNY_GM_02759439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246361 EFTA01330824
0 0 0 0 0 0 0 1 3 1 / extent that this limitation of liability conflicts with any other provision(s) in this Security Agreement, said provision(s) shall be regarded as amended to whatever extent required to make such provision(s) consistent with this Section 18. 19. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 20. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in- tact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 21. Assignment. RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor Of any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 22. Entire Agreement This Security Agreement, the Promissory Note and the Operative Agreements constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. 23. Miscellaneous. Time is of the essence hereof. RACC's failure to insist on performance of any of the terms and conditions contained in this Security Agreement or the Promissory Note or to exercise any right or benefit will not constitute a waiver unless the waiver is in writing, executed by an authorized representative of RACC. RACC's waiver of any default hereunder or thereunder will not thereafter waive those terms, conditions, rights or privileges, whether of the same or a similar type. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. BMc2ODu02 SDNY_GM_02759440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246362 EFTA01330825
i SDNY_GM_02759441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246363 EFTA01330826
(3 0,..0 0 0 0 0 I 3 • 'Ellecuted as of this al_fay of January, 2003. at Wichita, Kansas. Debtor. Coronado ates, LLC Debtor: N/A N/A (signature) N/A Address: 2451 S. Buffalo, Suite 100 Address: N/A Las Vegas, NV 89117 RAYTHEON AIRCRAFT CREDIT CORPORATION By. 'Ft Andrew A. Mathews President amc20Occ02 (title) hereby ce ' his is atrye e t c AiIt I SDNY_GM_02759442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246364 EFTA01330827
VI-I0H1/1)10 A110 7WOHV1510 CI 01 WEI 6Z Nur £0. Zr3 NOI1V 11: S:D14 117 tO vv FL UM 03113 SDNYGM02759443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246365 EFTA01330828
POW IMMO Ole 212103d UNITED STATES OF AMERICA OETTAFFIVEW OF IFMNSITCSTATIODI 77"5",44:77:4*:10574=71"-r 2 CERT ISSUE DATE • .1 r R FEB 242003 UNITED STATES N •remstimnow mean 787 TA APICRAFT multIRICTUPER & MODEL 'Raytheon 400A ANCRAFT SERIAL Hp RK -260 FOR FM USE ONLY • TYPE OF REOIsTmnat( (Check cal OP) 0 t Irdtvkkall 0 2 eannwship 0 3. Cowman Ea 4. CactemOr 0 S. 1301a 0 5 lica4"."" NAME Or APPLICANT Merano) *cart ca vane el Comettp. I intacuol. ENO Not was ON adine. and rode. reel) III 15.) Coronado and Associates, LLC 6.25% of 100% (See Attachment &eve. \ - a y-O1) TELEPHONE HIS I ) OWES'S IFTweeMVP AMOS Options lit d c/o Flight a Naas AS See. 26180 Curtiss-Wright Parkway Rea Nat P.O. Hoc an Richmond Heights SINE OH ZP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST b completed. A NY or &Mow nay to an/ •••104 nine Apple:~ mat to spans kw pp...impel o Pee Dadra ttrortscuratt OAR Cede. TOT N. Sec %Ott • CERTIFICATION III Tale lie lbws antall 15 wad by the taverna! Sot 1010 • 5 *UM 01:•Oftra comae:oast at. WM Maws CRP Ian Ha Elve more a evoad I. or deaf of PS APIN1OPRLATE • (3 A esikIpM Nee, all Sr warn. (ram 1.131 a Fate 1.531) NO • OATH...atm terraria, awaed and d* ..." 0" 'all' re we' of WAN W oaf mann is baled are PO?alW a) a Pa Wed SRNs Pen a 01014 lass re &alum to. ,ftwecta, ii Darer 01 The re mann 4 tx:4 tegrisove Tat. He Ian cd pH canny: and TS) ETMT MOP tamlanco al oanwalsp n Barad of It bee, MOO ••• MO Was Amato. •Ortir•I•10, NOTE: II executed 10r 00-Canership all apciconft mat Sr. USO FOVtt$0 sde d necessary TYPE PR NAME L. SIGNAT I i NI s %unsYlce President of ptions, LLC COTE ‘Qiir sT3 RE TITLE acting as Ai-Lorne In—Fact for Coronado Assaciatas, ur jean and SIGNATURE 11TLE 06 DATE a In ea an nand 90 NOTE Prang Nap/ a re Certdosio cd Pecan Faustasax MD Swat may Prated Ceo0d dept cbstrq oath woe we P** a p y 0 I 11•4 yxicanon ear be 021•0d • IND 'RDA AC Poem 8):04 (MG 1:05240432843007) Spersedas Remus Edam SONY_GM_02759444 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246366 EFTA01330829
• VII044V1NO VHOREISIO ZI UT MU 62 Nur £0. $3 bf (Li — SONY_GM_02759445 :1 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246367 EFTA01330830
ATTACHMENT TO AIRCRAFT REGISTRATION 0 0 0 OAPEILICrION eadrat `-a t Reg #: N787TA Model: Beechjet 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) S/N#: Name of Applicant: RK-260 Address: Shown on Original form hereto Owning an undivided 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 "ruc/AOgyvk 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 & 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 Grand Maple Properties. Inc. 6.25% of 100% Shown on Original form hereto Avalar, 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: Vice President of Flight Options, LLC ing as Attorney-in-Fact # 3.4,5.13.14 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 1,2,6.7.8,9.10.11.12 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 80504 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that as of the information set forth on the Application is true and affect as ol this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but as such counterparts shall together constitute but one and the same application. SDNY_GM_02759446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246368 EFTA01330831
VW014,11740 A $i0 9F0:49 1:10 ET OT IN 6Z wur £0. SDNY_GM_02759447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246369 EFTA01330832
0 0 0 0 0 0 0 1 3 2 0 ATTACHMENT TO AIRCRAFT REGISTRATION , APPLICATION aketYcji k—bi1/44 Reg 0: N787TA Model: Beechjet 400A &Ng: RK-260 Owning an undivided Name of Applicant: Interest of: Address: 1.) Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto 2.) Wilero L.L.C. 6.25% of 100% Shown on Original form hereto 3.) Maka of Tisch Valtntt,,I44.- 6.25% of 100% Shown on Original form hereto 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto 5.) FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto 6.) Samolot. L.L.C. 6.25% of 100% Shown on Original form hereto 7.) Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand & Barbara E. Rand- 8.) Trustees 12.50% of 100% Shown on Original form hereto 9.) Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto 10.) Nassau Holdings, Inc. 6.25°4 01100% Shown on Original form hereto 11.) Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto 12.) Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto 13.) Avatar, LLC 6.25% of 100% Shown on Original form hereto 14.) Kirk Alr, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact If 3,4,5,13,14.: • Vice President of Raytheon Travel Air Acting as Attorney-in-Fact 1,2.6.7,8,9,10,11.12 k-ea4-03 By signing above. the applicant agrees and stipulates II) to the terms, conditions and certification of the AC Form 6050.1 Aircraft Registration Application. to which this page is attached (the 'Application', (II) that all of the information set forth on SDNY_GM_02759448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246370 EFTA01330833
VI4ONV 1110 A113 VI.101-1V7U0 CT OT WO 62 Nr £o. JB NOMISI034 %./ Rum arod SDNYGA4_02759449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246371 EFTA01330834
FORM APPROVED omeNo.Am 3 5 0 CONVEYANCE RECORDED FEB 29 PIS 3 07 rEL: i.:.,.. l:VIA HON ADMINISTRATION Do Na Write In This Block FOR FM USE ONLY UNITED STATES OF A,MEIICAt I 0 U. S. DEPARTM§NTOOFDTFONg1P012TA/TION FEDERAL AVIATION ADMINISTRATION - AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ove THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL • AND BENEFICIAL TITLE OF THE AIRCRAFT DES- • CRIBED AS FOLLOWS: 203 UNITED STATES REGISTRATION NUMBER N 787 TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 3e DAY OF DEC., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER 1 NAME AND ADDRESS (IF INDPADUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) KIRK AIR, I.I.0 6.25% OF 100% 1024 HIBBARD RD. WILMETTE, IL 60091 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 301" DAY OF DEC., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) I SIGNAT RE (S) (IN INK) (I ED FOR CO-OWNER• IP. L MUST .) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ICE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246372 EFTA01330835
VI-I0HV1 X0 4).13 vL!cd4 V-I .!0 ZI 01 LIU 6Z Ntif £0, ,.,..• • ••• •" SDNY_GM_02759451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246373 EFTA01330836
FORM APPROVED c'muNGWEPW41 -,3 1 CONVEYANCE RECORDED • FEB 29 NI 3 07 ! ..,Li,...,_ AVIATION ADMINISTRATION Not WOW This Block Do FOR FAA In USE ONLY U. S. DEPARTMENT yiliTgo TAgs QF OP TRANSPORTATION ADMINISTRATION f\MC EIp OF SALE tok I ,..1 FEDERAL AVIATION AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 200' . UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL VAlkiVecn BEECIUET 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 2e DAY OF APRIL 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS QF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) AVATAR, LLC. 6.25% OF 100% 2420 NORTH WOODLAWN, BLDG. 300 WICHITA, KS 67220-3960 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 26'" DAY OF APRIL 2002. tt esi co NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TIN INK) E (IF UTED SFOR ) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, IS& CE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT i NOT REQUIRED FOR PURPOSES of FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition SDNY_GM_02759452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246374 EFTA01330837
• VWOHNI1)10 ALM v1404'4110 zT OI WU 6Z NUr £0. PICI1 V alS;0ld VV.: HUM 021iL SONY_GM_0275.9453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246375 EFTA01330838
FORM APPROVED OMB ND. 212}-0w2 UkIlTp U. S. DEPARTIANIP OP TRANSPORTATION ADMINISTRATION AIRCRAFT ATAs 94F Aftnaml BILL OF OF OF THE I i • ft FEDERAL AVIATION SALE j 6 A'.11ATION 1 j 1 0 PM 3 07 NO4 Do FOR FAAnle In This Bina USE ONLY FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE CRIBED AS FOLLOWS: CONVEYANCE OF $1.00 ovc THE RECCROED THE FULL LEGAL AIRCRAFT DES- taig_FEes 29 UNITED STATES REGISTRATION I talili• NUMBER N 787 TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS VirDAY OF JAN., 2003 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.) CORONADO AND ASSOCIATES, LLC 6.25% OF 100% 2451 S. BUFFALO, STE. 100 LAS VEGAS, NV 89117 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 ton-DAY OF JAN., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IM() CUTE() FOR 00-0VPIE IP Au musr GN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ICE PRESIDENT JAMES R. DAUTERMAN 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 SONYGM_02759454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246376 EFTA01330839
I SDNY_GM_02759455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246377 EFTA01330840
FORM APPROVED O542 'z'i 1 r/G- kNCE PM 3 06 : \RATI0N RATION Not Mlle In Thts FOR Do FAA USE Stock ONLY IANITAD NATP OF AME412ICA R 0 tr t U. S. DEP/441141184T OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEY FOR AND IN CONSIDERATION OF $1.00 ovc THE REC0R)ED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: zwa [ER ?Li UNITED STATES REGISTRATION ILDEr.m. NUMBER N 787TA /WHIMS AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 23rd DAY OF DEC., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CC Ill Cn < r u re p Q. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF I00% 26180 CURT1SS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TIRE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 23RD OF DEC., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK Bc )ECUTED FOR CO.OWN SH . ALL MUST .) TITLE (TYPED OR PRINTED) FLY AWAY, LLC PRESIDENT OF JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR FLY AWAY, 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 SDNY_GM_02759456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246378 EFTA01330841
VFIONV10 kin IIPCIF V1:40 ZI 01 L1FJ 6Z wur CO, SDNY GM 02759457 _ _ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246379 EFTA01330842
FORM APPROVED OM 1 A 3 1 7 U. & WARTIME Of TRANSPORTATMA BERM AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE U veyANCE CORDED 24 s .i.i. b 1- ° I v ?t9 3 06 AVIATION Do Not Write In This Bleck FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE co UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES zoo FE REGISTRATION NUMBER N 787 TA f Lb AIRCRAFT MANUFACTURER & MODEL A RAY'T'HEON 400A INISTRATION AIRCRAFT SERIAL NO. RK-260 DOES THIS 26th DAY OF APR., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURT1SS-WRIGHT PARKWAY RICHMOND 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 261/1 DAY OF APR., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (5) ON INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ALCON, INC. Lk-.32.a p . L.-1,132;4 VICE PRESIDENT WILLIAM J. WA LLISCH OF RAYTHEON TRAVEL AIR CO. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER M44580 BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. 85.00 01/29/2003 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition SDNY_GM_02759458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246380 EFTA01330843
VNOHV1NO A113 VS-10HV1NO 31 01 IJEI 63 Mir CO. VS NOEL V alSiO3d _UV SZSI7 VV? HIlhk 031;J SDNY_GM_02759459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246381 EFTA01330844
4 n n n n • _-- FORM APPROAD ONG kb 112•0312 CERT ISSUE DATE NS DEC 26 at AMC RFG -UNITED STATES SI NEESSTRATIONNUMSER R 787 TA NEWT MANUFACTURER • NOOEL Raytheon 400A AISCRAFT,SOAIN. Na RR-260 FOR FAA USE ONLY wPt 0 owisniAnett Kama cat ta) 0 I. Indreidual 0 2. PIVITMIMIG 0 3. Common Ott. Commit 0 S. dovt 0 e. .P":112." *MINI CO APPLICANT (Pancres) grown on mato* ae ornesap LI eentget. Walt Mel int MOO. sea nudge Mal ill 15.) Flight Options, li 6.25% of 100% See Attachment 6,0A(tri Va ..a.O-Oa • TELEPHONE MAWR I ) ACMES) (Powdram nave widow loi WO WM'S NW Flight Options, LLC Naas ad awe 261 sn Car t ins -Wr i ghr Parkway Obit NOM PG. Bat an Richmond Heights STATE OH re coos 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following Stilt•Millt before signing this application. This potion MUST be completed. A talf•Freasteva nos n any Weans an ea Apokauw may Or gerunds to onsenee by * tat , a etortenrel (US Cade. Tee U. Sec WTI • CERTIFICATION wale aaTAY II) Tall tie Nero astral a wonw by the urdnaws wpwr• wan satin crOafra aymelors) al the UTNE SIAM IFFF a gm AMMO tuft* CHEOC Cab AS APPACON.06. • ID A NOM Om ma wall manic, (Ran 1.151 OF Poem ION) Pb, la CI A Pereallgen etagagelleal Ogletree bed door WON Mw the Win of owe am ma Mang IS baled wel perealig wet a the urine mom ROMAN of %gm Pc.,7; we robunie to. smarm s• (4 TS ea ISO is ra mewed untlw t1 We ol ay bar eTway: AV SE TAN WO aldirce al wren e reamar a m• am NS ..th i.e Fades' Aniew. Aernwser, NOTE: F MOWS bf commersht al APPItants Inca Kin UN mane PCNdnecoSsary TYPE PRINT NAME BELOW SIGNATURE E YURI TTTLE Vice President of Flight Options, LLC an 1 04PIli; /- *Mau& Tins.*,.\5 DM SIGNATURE TIRE DAN NOTE Mfg HeNN a FT 0 . 40.000 d Aeon RoPitral.a. M osin ati be comma to • one Ps in sem ar sto aye. eau° UNA In PF PAK =Pr 0, an Kobota. reat be anted al the seta . 4. ef . •e•ei. .... in tn. mere, •-••• PC Rem K601 (12%) (0:62.0)-6284007) SMNISACMS NSW (REG TO EXPIRE / T OgRi/iS SDNY_GM_02759460 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246382 EFTA01330845
ti • • • •vr.. _7.O4 vi:c.N171)10 Y14011V1X0 t011Y190 . . AllO iniDNV11:0 II; I Lid 92.210.2 W 0. • t; c1 02 030 20, 99 NullY9:.!:,?..t;.,itit2:4i.1 VVJ wumcksitiltilv 6.1.5:1:38 ' - V17.4 aDim SDNY_GM_02759461 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246383 EFTA01330846
• 0 0 0 0 n 0, 0 0000 .0 o 0 1-13 8 000000 0 1, 5 7 8 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (thieta (a-at:Da) Reg If: N787TA Model:. #41)(Wczn 4.10t0A__ SNR: RK-260 Name of Applicant: 1.) Fly Away LLC 2.) Bloomfield Investment Company. LLC 3.) Wilero L.I.C. 4.) Make of otrufAitaard 5.) East Penn Manufacturingli r:tc. 6.) FC Corporate Air Travel, Inc. 7.) Samolot, L.L.C. 8.) Pilgrim Cove Air LLC 9.) Lkerrect t"t• V.tit4r eidaMS- 10.) 11.) Nassau PcSearsity %ft. 12.) Bergen Southwest Steel, Inc. 13.) Grand l'44DW.. 9S0Rtak:4 1st) rn ?arc • _ _ • 4 tjidtri--CIVsiEtS Signatures: L.,-DekeiaLLA•H Owning an undivided interest of: Address: 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Title: Vice President of Flight Options, LLC Acting as Attorney-in-Fact # IS Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # A-I) 4 5 to —tics '2\ Ito i ‘k 12,,%U Date: SDNY_GM_02759462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246384 EFTA01330847
.4 d?.aief t'• u 99 O, 7-V 0 O u he 030 v.reilF:.sle cO. 0 ,3•6 3 A 1 iSH.91": no IJNI71VO I C a thl 02330 7A SE NOI1 " a r GU, VV . I IF I)18 I e° 11.1 14i a3iid .1 vviown191,10 min 90" 11, tad sz ztli 4 1 • CM136 Wl iet .4 oit4 .43O./. SDNV_GM_02759483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246385 EFTA01330848
0 0 0 r) 102 • 8 S " S. • 4 APPLICATICN ...30 aN) 0 R GI R ION 001 g On n Reg #: N787TA I .3 MWel' alAktC1N. =LAtnA_ &N#: RK-260 Name of Applicant: Fly Away LLC 2.) Bloomfield Investment Company. LLC 3.) Wilero L.L.C. 4.) Maka orrntkAcr.SCVNON Lk S 5.) East Penn Manufacturing Co.. Inc. 6.) FC Corporate Air Travel, Inc. 7.) Samolot. Pilgrim Cove Air LLC = VA .14Aro, treoni. mr-444, Air Ghislaine, Inc. 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% Nassau )4:),dirvy, 'SAC. Bergen Southwest Steel, Inc Grand eliaPit... ProeiliitS VIC- • Ak at) f\ "rine Signatures: 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% 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 firm hereto Title: Vice President of Flight Options, LLC Acting as Attorney-in-Fact Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 1,2,3.1115}a 2 %Atl i Date: ia-taoroa- Sy signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 80504 Aircraft Registration Application, to which this page is attached (the "Application`). (II) that all of the information set forth on the Application is true and curved as of this date, and (ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246386 EFTA01330849
r • vi.i0Hviuo VH011v1X0 A.113 Vte. 1-171'.10 A vw0i# I. 7 mo: A A Y!1011V YO 113 V W:11111 L£ £ Wd OZ 330 O. fact.iS 'l b3ar • ~anolir I j •;. tt 9S L idy h2 0 I bid 92 320 20. be 34 SONY_GM_02759465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246387 EFTA01330850
• • 0 0 9 0 0 1 2 3 8 2 FORM APPROVED OMB NO. 2120.0002 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE v 0 n 1 3 2 1 CONVEYANCE RECORDE t& GEC 26 M 9 9! FEDERAL MINI AVIATION L AD STRATION Wnto F Do Not OR FAA In This Block USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TH AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 30TH DAY OF NOV., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ct UJ Ui rcc (-) Ix D O. NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3e OF JULY, 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN (IF EXECUTED FOR C04 E HIP. ALL M T SIGN.) TITLE (TYPED OR PRINTED) YASBE LIMITED, LLC ICE PRESIDENT OF 6 - JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR YASBE LIMITED, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 023S 19 $5.00 12/23/2002 D SIDNYGM 02759466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00246388 EFTA01330851
• • VW! V 1u0 A113 VS4C4i V 1 • LS C (JO 0233020. ae NOLL V di Sr•7v V e-• V Vd H1*/:1 d311.1 1 SDNY_GM_027 59467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246389 EFTA01330852
• n-n-.-nnnnn i 7 /1 as Ka 2COCAP. IMMO SCAM OF AtEllICA Cooroniarr OF TRAPCSPORCCOCTI Man A.W Aloroosnuracall Mar APICSARICAL CORM yt-,-; CERT. ISSUE DATE K APR 12 zoaz AMOUR REGISTROION APP0ECIEN term, STOE3 FAIGISTRATION , m um,MI III n 787TA AIRCRAFT MANUFACTIMER a DOM • Raytheon Aircraft Company Beechjet 400A ANCRAFT SERIAL Ill RK-260 FOR FAA USE ONLY • 11TE OF REAISTRAllOti (Chrak aro OA3 o I. InErkkial OA PaCtortrtAicr ID a Orporason Om Co-oener US. Gov't. 0 Il itnaM Nn.0 CP APF1JCANT (Penor(R Coon al elthroo td wasp a tchtlat. ray I rcto. Ea CO. . OS cy:=4. ct -1) 1. Grand Maple Properties, x...... OWNING 0 do address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on respHopo ?Amax t 319 676-8000 the attachment JOORESS (Prams rasp addos• lc MI gokonl WIC 101 South Webb Road Runts ad tone RAC Mut tan. Bac CRY Wichita WTI KS ZA• CC CE 67207 LI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Cho cc Ashonec awry lo cry a-a h Pt coact a ray b garde tc patental by fro cilia r,gestaran NS ODOR Da la Sic tall III CERTIFICATION Wet COMFY: CO par Po atom CcrARO road Pt ca mamene amtoet ..0.2 Is a cEsn (rcESP3 ancr"...ca) ce as UAW Suomi (For Wm rust Ow and Cram 1 cr CHECK Cora AS APPROPRIATE a. CI A cogent an. will alto rtyrenacn Man MAI or Faros 1-551) I ern la O A ca-Arraon o"catcr zed rob) hake= u-cter fit ot 1.-S , - / Ira sail Sara a bawl an prrearry tad b Po MEC Sato. Recce* ct .. W. tan CO ra....l.b", er emote a m Tat Vor anal a rot rewired car. Ow len ot so boys array. rd CR Tot 'col cordate of area a =Aro, a las tan 6c<1 wit tie A:Ott A. ektelttal. NOIE: a executed br cooyeners/ip at apcirtnt muct Cr. U:a lv. *eilnerrm TYPE OR PRINT NAME BEWN SIGNATURE UCH Mit OP THIO APPLICATION MUEIT OE CONED N NC i mu - - p....,C.4 CAE 3 - a am =WORE 2.-See Attachment MU WE SIGNATURE mu on NM PcTPO nom' d as CcaRPRI Ca naa MAAS M Kinn rosy se meal kr a pats cabaret so days. rirmg arch Um re PM( copy ct air acctadan wen b copses Mn men 0.._Qt lertThIlEttatiEur_ Ic Rea Eat 0290) MESE-00D2S-Eg) StATIROMS PMfiet3oTO EXPIRE 5--/-2-Ct T 022336 SDNY_GM_02759468 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246390 EFTA01330853
• • -'. • 111401141X0 ALIO Yk. 1w13t0 6£ zt Lid S2 MN zo, to t..$1: • . V VA kiln% Ohl.- ;..•4 "ti, j ai. ; • 7 SONY_CA1_02 759469 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246391 EFTA01330854
0 0 0 0 0 0 0 1 2 4 / ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N7877A Beech et 400A Serial: RK-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) \Micro L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcoa, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Chislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Southwest Steel, Inc. 15.) YASBE Limited, LLC Signatures: 2-15.) naren 41/ S. 2 kins 1C77I/Yft--"1/2 Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12-5% 625% 6.25% 625% 6.25% 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: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: ki By sigaing above, the applicant agrees and stipulates() to the testy, conditions and certificatioo of the AC Form $050-1 Aircraft Registration Application, to which this page Is attached (the "Application"), (it) that all of the information set forth on the Application is true and correct as of this date. and (11) the Application nay be mental by the co owners by eseeodag separate counterpart signature pages, each of bleb in ben so executed mad delivered shall be an original, but all such couaterparta shall together constitute bat one and the same application SDNY_GM_02759470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246392 EFTA01330855
VLION111X0 ALIO V 471 -a 1'0 SC ZI Wd SZ IN 20, 17 , VdItu.n U3 iia SDNY_GNI_02759471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246393 EFTA01330856
VS oerAmoon orPoiti r=ttirnonosszaraz 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF SIR OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL Na RK-260 DOES THIS nth DAY OF March 2002 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDMDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: I 2 e-.1 PP020159 altIVEYANCE RECORDED 26:2 !PR 12 R19 9 22 FEDERAL AVIATION ADMINISTRATION Da RD WeR Lilts ICB:k FOR FAA USE ONLY ORM APJA01.110 CV.S140.217.J-Cl4.1 40-I tt NAME AND ADDRESS (wDZIIVIECAUS). GPM UST ?CAME. ITPST NAN:EA:0 MEDDLE raUAL) OWNING an andhided 6.25% Interest Grand Maple Properties. Inc. do 101 South Webb Road Wichita. KS 67207 DEAlER CERTIFICATE AVRILDER AND TO WARRANTS THE TITTLE THEREOF. EYECL1ORS. ADM NISTRATORS. AND ASS:G7,3 TO HAVE AM) TO HOUR SL•GELARIA ITIE SAID AIRCRAFT FOREVER. AND DI TESTIMONY WHEREOF ViE HAVE SET OCR HAND AND SEAL TES 11th DAY OF March 2002 I SELLER NAME (S) OF SELLER Owe OR ?WILD) SIGNATURE (5) In Egg Iti ca.cum) FOR COLMICERSHIP. ALL MCIR Slag TITLE (mann PALVIED4 Raytheon Travel Air Company n Karen S. Jenkins /41/6(q: tat 1Sr. Contracts Manager ACKNOWLEDGEMENT CNOT REQUIRE) FOR PURPOSES OP FAA RECORDEal HOWEVER. MAY BE REOLTRED BY LOCAL LW: FOR VALCD:IY OF THE EY-WRCISIE.7.1 ORIGINAL: TO FAA ozczezoirris ES.C3 Mit 1-412Z.C.2 SDNY_GM_02 759472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246394 EFTA01330857
0 111401-PrINO A.1.10 6£ 21 Wd S2 NW ZO. V VA Hi:M 0311A SDNYGlvl_02759473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246395 EFTA01330858
ta W w Annaeto O Ha Men • unrrEoSTAniS Of math. DEPART/AE*OF TRAMSP6FRATION MOGUL lottenON AONNIMMTIOISOMOtliKaPisrt ASMAturnem warn AIRCRAFT REGIS111.0001 AFFIXATION cos.R %39 %so CERT. ISSUE DATE 1414 MAR 7 2002 METED STIES li REGISTRATIONANUUSER 787TA NRCRAFT MANUFACTURER It MODEL • Raytheon Aircraft Company Beechjet 400A MRCEIAFT SERIAL Na. RK-260 FOR FAA USE ONLY • TYPE OF REGISTRATION (Chock Caro IX* 0 tbavkIllfil 0 a Paither5Np 0 3. 001pOridkalA504Anilf O S. GOVT. 0 &Fa " Onallifte pima OF AFFuejsiT ipsfscris) czona agams a osmEnAo V SOASicaL gra Oa owns. Sal nen. RIO SOSO falli4 1. YASBE Limited, LW OWNING • do address below an undivided 6.25% Intere 2.- See Attachment owning the interest shown on TELEPHONE NUMBER, ( 816 676-8000 the attachment NORM (Pcnnareed 'imam address Ix Sal app and Wad) •f gm 101 South Webb Road stoat Runt Routs PO. Mx: CITY Wichita STATE KS 2)P CODE 67207 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Read the following statement before signing this application. This portion MUST be completed. A Use or Casnea anchor IS any oar-Ion in Ns **atm may be grounds Pr prisluntat by her and i of Inossestnini (US. Cada. Tab TIL Sec. ICON • CERTIFICATION EWE CERRA'. (1) Thm the Woo Aryan la °synod by Its underans3 acFlovitrAso b a Stun Sedsdhs cocoa:RAU of ea UMW Stoke. (Fa Wrap OA OW can* a nest Ion CHECK ONE AS APPRCPRIATE a. CIA resi6mI gI4 sin gen inEilnaCcI (Sterri 1.151 ("Form 1441) Na O. O Ann-swim° corpvalon crsunend and USED Ifuhnes, under Pa MAT of (K319) and :akl Om" Is WAG and prInarty useable» Unfold Saws. Records Or $4111 /Acts are :Nab. for Inwoctoci a (Z) That to Scoot. is rat reg.."ttod teal OW WW1 a ary Afton count and (3) That legal atkorno of oaior.ep is =Mod a hoc tem I:c4 sah tn. Foderil /1/44a. AdniSitrotfort NOTE: II oKeDad IDT O3TocshonAP al APilleants wrist EWE USA Wine side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART CF ills APPIKATEGH MST BE SIGNED IN DEC SGNAI n 1. TITLE DATE la O X SIGNATURE 2.- See Attachment TITLE DATE SIGNATURE MU OM NOM Pordinp wapiti me CallIcalo et Moral RoSatralos the Arendt may be opOrsoff REA pew net lal amid SO ant Weep .tech ins the FINK copy ol eh. asplcoloo okra be cams] In re &COIL AC Form W504 (1240) (C052.034,20-9C07) Supersedes PmVaus Edam SDNY_GF.l_O2759474 t T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246396 EFTA01330859
• • . . • • • • • A1 1114 1 ;•.•7:10 13 .” 602Ilikl 02 Oil 20. . , . • • ;... • SONY_GM_02759475 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246397 EFTA01330860
• i; 0 "I 0 ! 4i :7 / A nACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech/ct 400A Serial: RIC-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) Wilero L.L.C. 5.) MAICA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcon, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Mr Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Southwest Steel, Inc. 15.) Raytheon Travel Mr Company §ignatureE 2-14.) Karen S. Ydnitins 15.) ri /(07 X"/)/ -k Owning an undivided Interest of: 6.25% 6.25% 6.25% 625% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 6.25% 6.25% 3(1-1 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: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: f less Ida_ Senior Contracts Manager of Raytheon Travel Air Company i 19_, (O2.. By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification or the AC Form 8050-I Aircraft Registration Application, to which this page is attached (the "Application"), (R) that all of the Information set forth on the Application is true and correct as of this date, and Oil) the Application may be executed by the to-owom by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02759476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246398 EFTA01330861
739 • • yo ADO Y" 6C OT bid 00 ell OD. . • SDNY_GM_02759477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246399 EFTA01330862
UNITED STATER OF US DI1ARTMIDIT OF TIUCtitSPORTATI FEDERAL ISMIWTPQADIaSTRAION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MOOEL Raytheon Aircraft Company Beastliest 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 29th DAY OF January 2002 HEREBY SELL GRANT, TRANSFER AND DELIVER AU. RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDNIDED 6.253s INTEREST IN SUCH AIRCRAFT UNTO: HH0313 110 CONVEYANCE RECORDED 200211011 7 RPI 6 37 FEDERAL P.VInflON ADMIN!STRATION De NoWAIN M TM Blade FOR FAA USE ONLY 104t1 APPROVED WO NO. 21204)0 3g- S NAME AND ADDRESS OP PIDIVIDUMIR.RIvE LAST NAME. MDT Num, AND LOOM INITIAL) OWNING an undivided 6.25% Interest YASBE Limited, LLC c/o 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO WARRANTS THE TITLE THEREOF. EXECUTORS, ADMINISTRATORS AND ASSIGNS TO HAVE AND TO HOLD SZNOULARLY THE SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OFJ anuary 2002 is/ a ca Ili NAME (S) OF SELLER (ME OR PRIMED) SIGNATURE (S) ON IMO CIF CCECUTED FOR COONIaRSHIF, ALL/MYST SWIM TITLE (TYPED OR PRitarn) Raytheon Travel Air Company Karen S. Jenkins fritli f /A: .'.//i7 ^ Sr. Contracts Manager ACKNOWLEDGEMENT (HOT REOUIMM FOR PRRPCIRDC, AP FAA RFMVill1.11• Iklun2VPO kw, or ern neon fly i Re, i r AM rem %I, Tnrrene run nn-rean • .-.,-•• • ORIGINAL: TO FAA 020511241332 55.00 02/20/2002 SDNY_GM_02759478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246400 EFTA01330863
• .38' • • '1:10 AIM E"' 6£ ZT bid OZ 93i ZU. SDNY_GM_02759479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246401 EFTA01330864
U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FILING DATE: ._.--.____-.-.- __ FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION _ —.—.--.—.--- This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. with the recorded conveyance and a copy in each aircraft folder involved. File form original of this TYPE OF CONVEYANCE ASSUMPTION AGREEMENT to Conveyance GG025107 see pg 31-17 R-3 DATE EXECUTED 12-12-01 FROM Raytheon Aircraft Credit Corp to Raytheon Aircraft Receivables Corp (Assignors) to Bank of America NA Administrative Agent (Assignee) DOCUMENT NO. Rh' 0313 aq TO OR ASSIGNED TO Bergen Industries (Debtor) Bergen Southwest Steel Inc (Transferee) DATE RECORDED -3—.1-0 -2--- THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED / N787TA ENGINES I TOTAL MEATIER INVOLVED 2 MAKE(S) PRATT & WHITNEY PW-TT15D-5 SERIAL No. JA0287 JA 0280 PROPELLERS I T OTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS TOT NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: 787TA SIN: RK-260 RAYTHEON MRCRAFT CO 400A SDNY_GM_02759480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246402 EFTA01330865
• • SDNY_GM_02759481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246403 EFTA01330866
0 0 0 1 0 1 0'# .7 * :D .rte RECORDED OGHVEYAKE 17.312ER it.? PTION AGREEMENT HH031339 3'7 -5 CONVEY/AGE RECORDED THIS AGREEMENT is made and entered into, as of the date of its execution by the last of the parties hereto to executed the same, by and between RAYTHEON AIRCRAFT CREDIT CORPORATION ("RACC"). BERGEN INDUSTRIES, INC. ("Debtor"), and BERGEN SfilOtainST7STIifia, fisiC37 ("Transferee"). WITNESSETB FEDERAL AVIATION ADMINISTRATION WHEREAS, on the 16° day of July, 2001, Debtor executed a Promissory Note and Security Agreement, described below, ("Financing Agreement") in favor of RACC, pursuant to which Debtor granted RACC a purchase money security interest in the following "Aircraft": MAKE MODEL SERIAL Si REGISTRATION # Raytheon Aircraft Comoanv Beechiet 400A RK-260 N787TA ENGINE MAKE & MODEL SERIAL #s Pratt & Whitney PW-JTISD-5 CIA JA0287 fR1JA0289 PROP MAKE & MODEL SERIAL Hs N/A WHEREAS, RACC has, pursuant to the FAA Assignment attached to the Financing Agreement, sold, assigned and transferred unto Bank of America National Association, as Administrative Agent, the ("Administrative Agent") all of RACC's right, title and interest in and to the Aircraft and in and to the Financing Agreement; WHEREAS, Debtor desires to sell and assign its interest in the Aircraft to Transferee, and Transferee desires to acquire Debtor's interest in the Aircraft and assume the duties and obligations of Debtor under the Financing Agreement; and WHEREAS, pursuant to the requirements set forth in the Financing Agreement, Debtor must rust obtain the written consent of RACC prior to any sale or other transfer of the aircraft. NOW, THEREFORE, without in any way altering or diminishing Debtor's continuing and ongoing duties and obligations under the financing Agreement, RACC herewith consents to Debtor's sale of the Aircraft to Transferee, and in consideration thereof, Transferee herewith accepts and agrees to all the terms and provisions of the Financing Agreement, and promises to assume, perform and discharge all the duties and obligations of Debtor under the financing Agreement, both as though Transferee were the original "Debtor" thereunder, including, but not limited to, the obligation to pay the remaining principal balance due thereunder. Debtor hereby waives diligence, presentment, demand, protests, notice of acceptance, or notice of any kind whatsoever, as well as impairment of collateral and any requirement that RACC or any assignee exercise or exhaust any right to take any right to take any action against Transferee, any other person, the Aircraft, or any of the other "Collateral" under the Financing Agreement, and hereby consents to any extension of time, renewal or any other modification thereof. Debtor confirms and acknowledges to RACC that the foregoing undertaking is given as an inducement to cause RACC to give its consent hereto. All notices to be given to Transferee pursuant to the terms and provisions of the Financing Agreement shall be sent to the Transferee at: p.O. Box 12909 El Paso Texas 79913 Address City State Zip Code 020361452085 315.00 02/05/2002 SDNY_GM_02759482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002464 04 EFTA01330867
37-4 • • ),D3 911 Z Lki S "4 "' • SDNY_GM_02759483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246405 EFTA01330868
• 4 ". v. a. . • • 0 Oa 7 1 !) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives on the date indicated below. BANK OF AMERICA NATIONAL ASSOCIATION, "DEBTOR" AS ADMINISTRATIVE AGENT by RAYTHEON BERGEN INDTer, AIRCRAFT CREDIT CORPORATION, ATTORNEY IN FACT By: By: Type Name: David A. Davis Type Name: *Ain:- eZA/no-rf Title: Attorney i n Far t Date of Execution: 1/25/02 *See attached signature page Original S/A dated 7/13/01 • Recorded 8-22-01 as FAA Document 00025107 Please send notice of recordation to RACC P.O. Box 85, Wichita, KS 67201 GUARANTY Title: 11:4,,,ze-r• Date of Execution: oirdot "TRANSFEREE" BERGEN SOUTHWEST STEEL, INC. cyfi By: Title: iftes iocar- Date of Execution: IVl 2 I D FOR VALUE RECEIVED, the undersigned, whether one or more, as primary obligor, hereby unconditionally guarantees prompt payment and performance of all obligations of Transferee under the terms of this Assumption Agreement, when and as due in accordance with the terms hereof and hereby waives diligence, presentment, demand, protest, notice of acceptance, or notice of any kind whatsoever, as well as impairment of collateral and any requirement that RACC or any assignee exercise or exhaust any right to take any action against Transferee, any other person, the Aircraft, or any of the other "Collateral" under the Financing Agreement, and hereby consents to any extension of time, renewal or any other modification thereof. The undersigned confirms and acknowledges that this guaranty is given as an inducement to cause RACC, RARC and Administrative Agent to give their consent thereto. The undersigned Anther confirms and acknowledges reading and fully understanding all of the terms and conditions of the Financing Agreement and the Assumption Agreement. By: DOUGLAS JOHNSON, GUARANTOR, PRIMARY OBLIGOR. 31-3 SDNY_GM_02759484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246406 EFTA01330869
31-.2 • • sti z s s3A -N. . . Uj .1 4 SDNY_GM_02759485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246407 EFTA01330870
0 1 0 ) 7 37-1 . • I. • 7 ADDITIONAL SIGNATURE PAGE RAYTHEON AIRCRAFT CREDIT CO TION RECEI3L6BLES CORP TION RAYTHEON AIRCRAFT pe Name: David A. Davis • • SDNY_GM_02759486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246408 EFTA01330871
- 37' • • x+4:0:4'O' °,:o Ix) ' Lh Z u8 S 83120' SDNY_GM_02759487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246409 EFTA01330872
J 0 'I 0 I 7 FORM MIRRORED OEM No. 212tKOU UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORDMON rucAL mlImaIl AOMPINnuMEocksa INORROMY ACIONAtrimAL COMA AIRCRAFT REGISTRATION APPLICATION 5CP .. 0 CERT. ISSUE DATE canto STATES ..,„.... REGISTRATION NUMBER N II A 0 / IA AIRCRAFT IIANUFACIIIIIER a MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. • RK-260 FM USE ONLY nag OP REGISTRATION (Choctaw bat) O t IFFPADual O 2. PERM** 0 3. COrprolion gjx. Co -maw (3 5. Roll fl it Itearsa NAME OF APPLICANT Tenants) i/wan on graSerme of ambustip If IntrAduS, gle INI name. MN name. RV Mdde MAGI 1. Bergen Southwest Steel, Inc. OWNING • Go address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on TELEPHONE *AMER ( 319 67643000 the attachment ADDRESS (Perniabonl man natoss for Ent apptard EOM) and We* 101 South Webb Road ar Ruud Roe*: Pa ea: CITY Wichita STATE KS ZIP CODE 67207 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Read the following statement before signing this application. This portion MUST be completed. A Wm or cithenen en -a bay qmplea In itta *Set* =V be count lor IhmthmInl by fry And / ITI Inbstunmet (US. Code. Tee it See. 1C01). ID CERTIFICATION OWE CERTIFY. (I) That Ts ebea &APIA 4 owned by the urdonisrmd applaud. vka 4 a <Num GmluSrp OPTX.elkona of Pe Unled Slates. (For Pars bust gIes name of maw I. or ONO( ONE AS APPROPRIATE: a. 0 A rePdonl an. nth Wen mglstrobon (Form MS a Rpm 1.551) Ns. to in A Am-Men caporal* cesunbtl and OSy busine4 under t• laws ce (stake and tc *con Le brae and frerwely used In Me Unbod SLR*. Romp* et ISM Pan en) twilit. for a Inspect:on el WI21 Me amen h rot Masora, undo, the In of I any forfgn Gowns: end (8) That logo clAbnA) of oonerGep le onsched a has been LW me) mw FENNO Amami bra- NOTE: C executed Ice coownenhip al apploants mull slots Use WPM, side IT ImFet°11T TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF NS APPLCAIKM MUST BE SIONE0 IN tOC GxiNr1. vy_g_--- 1V —(0)C Only:SO% =NATURE 2.- See Attachment SIGNATURE TITLE DATE MOTE Potneom Notts of the Chilisao of Moral Respointilon as *mall my or oplowo lot a moos rot in moms of SO dais de re.) -NN Ws Om PINK AAA of Ins VP:COW° an, be Cranial In the sass AC Fenn $050-t (I220) (C052.03-6284:07) Supersedes Preacta Face SDNY_Ght_02759488 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 0024(1410 EFTA01330873
3to • • • • \110 9h Z lad S 433 'N.. 444 SDNY_GM_02759489 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246411 EFTA01330874
• • 0 0 0 7) 0 I 7 71 LI ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beechiet 4004 Serial: 12K-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) \Viler° L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alton, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Raytheon Travel Air Company Signatures: 2-13.) Karen Sirenkins 14.) Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 12.5% 3(0-I 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 Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Senior Contracts Manager of Raytheon Travel Air Company Date: I L1 La. By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Reglitration Applcadon. to which this page is attached (the "Application"), (II) that all of the Information set forth on the Application is true and correct as of this date, and Oil) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application SDNY_GM_02759490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246412 EFTA01330875
3(0 • • VI404 91,Z Wd S 931 ZO. VAS SDNY_GM_02759491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246413 EFTA01330876
S CA ta DEPARTMENT OF 79=r li stiN MITvixdi AogNisTaneen AIRCRAFT ILL OF SAL FOR AND IN CONSIDERATION OF S I 22 OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TIME OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechiet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS LI* DAY OF January, 2002 HEREBY SELL GRANT, TRANSFER AND DELVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 2 FORM ApPROvED H H 0 3 1 3 31r° 212°4°42 3 5 A C0NVE7ANCE RECORDED 2002 191111 7 fir) 6 36 FEDER;.L e.71;.TION ADMMISTRATION Do NY MN in TIM* FOR FAA USE ONLY 4 NAME AND ADDRESS (IF RIDIVIDUAUS). GIVE LAST NAM& FIRST NAME AND BOODLE LviliAL) OWNING an undivided 6.25% Interest Bergen Southwest Steel, Inc. do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO WARRANTS THE TITLE THEREOF. EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO II0tD SINGIBAR.Ly THE SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 4 - DAY OR January, 2002 g w ,„ _, ,4 ill NAME (S) OF SELLER (TYPE at FREOED) SIGNATURE (S) art Roo (p =ECM= FOR CaowNERSED. ALL MUST SIGN) TITLE (TYPED OR PRINIED) eitie K gne-44,- Bergen Industries. Inc. a ACICNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REWIRED BY LOCAL LAW FOR VALIDITY OF THE Divnu amyl' 1 ORIGINAL: TO FAA o2os61452oas s")-O0 02/05./2002 SDNY_GM_02759492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EF1'A_00246414 EFTA01330877
. 35 • • viAVVA19.1-.0 96 12, lila S "“°‘ 4y it3 SDNY_GM_02759493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246415 EFTA01330878
n I t, r; FORM APPRO4F-0 aim W. 212000!2 LIT0110 o Baca excasthmancw AMPonstaxsam wean AletewaMICes COMA AIRCIIAFT REGISTRATION AMMON 7 LI -3 CERT. ISSUE DATE rggeset • UNITED STATIZS REGISTRATION bone, theirA AIRCRAFT IAANUFACTUREFI a MODEL PA them Aircraft liroarany Rnerkint AMA NNCRAFT SERIAL No. NC 260 FOR FM USE ONLY TYPE OF REGISTRATION pen en bed O T. Indivklind 0 E. Partnered* 0 3. Caporagen gttl. Coates O 5. Goat O e. bnai n NAME OF AFPUCANT (Fa orris) noon a: entente a owerato. II Wad. gIve hod none. 620 eno. see mem frisal 1. Raytheon Travel Air Company 0LINBC 0 c/o address below an undivided 12.5% Interest 2.- See Attachment the interest as sham on the attachment TELEPTIONE raNGER: I 116 I 676.41100 ADDRESS (Pormieent MIMS, on= for TM ap#F.erc (abed Honer r, steno 1(11 Onnth Unit Rind Runt Roan P.O. Vac an Wichita STATE KS OP COOS 67207 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST be completed. A tete a dthosest wen., $0 as (nnwe es Xis appeases inly be Enda IN pontowo IN 1o04011 IX artntsenesd COS Cod. T1to IS. See. 14120. CERTIFICATION I (E CERTIFY: Ol Mullin nen anon u b/ Inionn9/02 inane. on 'septum (Mengcorporaterte a the MINI Swot (For wan eat. Ow one of Fodor (.011 CHECK ONE AS APPROPRIATE: a. 0 A Isidore Nem oilh sits ngetralon (Pam 1.151 or Fpm 1451) Na b. ID A noroarne cosoraton °mann and doto tonnes* trait the lee at NNW YO told Swat Is Wed an ornelb used N the Linn Ea Meads a f(* bone se amMett• for espocren at (2) ma re asseen is rit4 niaircSI trnder Ins Inn of s 'term may: ma ot mat NO o0dono of onort/dp L. sauna a has been Rod on Pa Weed Alain Adronnonon. NOTE: ll executed la ceownerstsp al epplcants must skin_ Use rowers° side 4 necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Cf This APPUCATI0U MIST BE SOMB3 N BBC scomms c a. 1 arenSa S7 I'MtrarrQ NAmlgnr Eon 1 /17 ATP SONATURE 2. - See Attach ant TREE OAT, SIGNATURE TRU OATS POTS Ream wept a the Gelman ct Rana Reenri. No amen may to *pond Wanton nein owns of 00 dad; dung inch on he PM =ay ol en apnction tan to cone h dawn. AC Pam 80931 (171901 (0052-00-628-9007) Supersedes Pe:Mout WIMP SDNYGM_02759494 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_002464 I 6 EFTA01330879
• VI10:471):0 • wo vtworit.t0- • ' Cle Z Wd t 931 Ile 1101.1.YUCso .lill'ar;IV HIM 03114 SDNY_GM_02 759495 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246417 EFTA01330880
0 0 0 1 0 1 0 I 6 3 ) ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech et 4004 Serial: RK-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) Willer° L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcoa, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Industries, Inc. Signatures: 2-14.) Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 6.25% 3g-I 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 Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: I ita./o2 By signing above, the applicant agrees and stipulates (I) to the tat, conditions and certification of the AC Form $050-1 Aircraft Registration Appleatlon. to which this page Is attached (the "Application,. (ii) that all of the Information set forth on the Application is true and correct as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute bat one and the same application SDNY_GM_02759496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246418 EFTA01330881
'34-1" 11{101171::0 OE Z Wd i 833 ?FP V71141;::. 03712 SDNY_GM_02759497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246419 EFTA01330882
UNITED STATES CFAMERQA 3 0 US DEPARTMENT OF TRANSTORTATION FEDERAL AVIATPON ADMR4STRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 3 I 6 tr, UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechlet 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS DAY OF HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FORIA APPROVED H H 0 3 1 3 2 Tin° 2'2"°42 33 -I CONVEYANCE RECORDED 2002198R 5 Pf9 2 19 FEDER/AL Sl.".TION ADMINISTRATION Do Not VAVn h on Moat FOR FAA USE ONLY PURCHASER NAME AND ADDRESS UP RIDIVIDUADS). OWE LAST NAME FIRST NAME AND &ECU, PiML ) OWNING an undivided 6.25% Interest Raytheon Travel Air Company 101 South Webb Road Wichita Kansas 67207 DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS DAY OF sa .1 fa co NAME (S) OF SELLER (TWE OR puma), SIGNATURE (S) OHM Ra m TOR MOUT, MUST TITLE (TYPED OR PRAM) Ferbert, LLC ,..._ AURA w......-t......- wa....mer...* A ?A4L E - 00KES It ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRIDIEcT3 ORIGINAL: TO FAA 020221522053 85.00 02/01/2002 SDNYGIv1_02 759498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246420 EFTA01330883
..33 vv:ow.rv.lo Aito OE Z 113 I 913 Wit L'S too 11O$ FILL.% 0211.. SDNY_GM_02759499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024642! EFTA01330884
88031322 GA LOAN 0 0 0 0 0 0 0 0 7 7 8 (For use on deals drawn under the March 20, 1997 Agreement) ital:1200.1DIED COMEYANCE ViULSER den 4/3 43 - 2—PA0611,..7„2,4 Beech CON RegiikFADIIDE tiagnA Engine Make and Model as Pratt & Whi they PW-JT1.513-5 Engine Serial #s . 1187sancijImi29,. Propeller Make and Model #s Propeller Serial #s N/A FEDERAL ANL& i ION ADMINISTRATION RELEASE The undersigned, assignee of an interest of Raytheon Aircraft Credit Corporation (F/K/A Beech Acceptance Corporation, Inc.), secured party under the Security Agreement dated Ortnhar 11 1999 , with Torbert, LLC as debtor, recorded by the Federal Aviation Administration on March 27 , 2000 , as Conveyance No. NN019132 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of __Dnktilsit ai /44.4 , recorded by the FAA on March 27, 2000 , as Conveyance No. NNet.9132 • --- — , and by FAA Assignment dated as of Or tabor 11 1999 recorded by the FAA on m„-,.h r, 21100 , as Conveyance No. NN019119 hereby releases all of its interest the collateral covered by said Security Agreement. Dated this 17th day of January , 2002 BANK OF AMERICA NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT By: atlileen M. Carry, Vice Presi BA400349 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 17th day of Raytheon Aircraft January 2009 Raytheon Aircraft Rece. lets Corpora Credit Corpo • Vice Pr ern Vice Presid nt David . Davis David A. Davis This release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. ene eft Piz SDNY_GM_02 759500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246422 EFTA01330885
VHOHY1110 ALTO V1011111,10 90 IT LIU T 031 ZO. u:. • V Vg 03 ilA SDNY_GM_02759501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246423 EFTA01330886
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 --vagina n-t3-01 FROM BERGEN INDUSTRIES INC DOCUMENT NO. GG025107 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP, ASSIGNOR BANK OF AMERICA NA. ASSIWEE DATE RECORDED August 22, 200I THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NI IM PPR INVOI VFD I N787TA ENGINES I TOTAI NUMDFR INVO! VED 2 MAKE(S) PRATT & WHITNEY PW-JT15D-5 SERIAL NO. .1A0287 JAQ2.89 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. . SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED ', LOCATION RECORDED CONVEYANCE FILED IN: N787TA, RAYTHEON AIRCRAFT COMPANY 400A, SN: RK-260 AC FORM 8050-23 (I-96) (00S2-00-582-6000) SDNYGIvl_02759502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246424 EFTA01330887
SDNY_GM_02759503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246425 EFTA01330888
••• CE RTIFIEW Pro 0 0 0 0 7 6 6 RACC TO BE RECORDED BY FM SECURITY AGREEMENT • •• Raytheon Aircraft Credit Corporation c 0 2 5 1 0 7' C0P"rYAN0C REC:AIDED 131 -dr? - 20011:W622 PPI 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon 1 Aircraft Credit Corporation (hereinafter referred to as "RACC') by Bergen Industries, Inc. (hereinafter ref% j% as 'Debtor") under that certain Promissory Note (hereinafter referred to as the "Promissory 'date herewith, and any renewals, extensions or changes in form thereof, and of any and el In s of Debtor to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the 'Collateral"): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-260, Registration Number N787TA (the "Aircraft'), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower over 750: Serial Number (L): JA0287; Serial Number (R): JA0289, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. PJI proceeds of the foregoing. including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Goveming DocumentS, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's right, tide or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. BERGEN INDUSTRIES. INC.. Jul-01 6 0121110(in s2s SDNY_GM_02 759504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246426 EFTA01330889
vviovp:1)10 r, ,A408/1)i0 82 OT 411:1 OC lOr TO. • " G3114 SDNY_GM_02759505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246427 EFTA01330890
• 0 0 0 0 0 0 0 7 5 7 The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or. to the extent that the Collateral Is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is property titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents. Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof. properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer's operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in Such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of Indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall fumish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for- Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any Insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtor's Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral. may place and pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds BERGEN INOOSTRIES, INC., Jul-01 SDNY_GM_02 759506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246428 EFTA01330891
~31-I • SDNY_GM_02759507 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246429 EFTA01330892
0 0 0 0 0 0 0 0 7 6 s-4 therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is marled, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of Indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained In this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or. except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT BERGEN INDUSTRIES. INC.. Jul-01 SDNY_GM_02259508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246430 EFTA01330893
SDNY_GM_02759509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246431 EFTA01330894


















