(c) The Mortgagee, to the extent permitted by law, may from time to time adjoum any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraiscment, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHI99 50561 30-5.C66497.0072 EFTA00012411
EFTA00012412
6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgage; (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of -13- CHI99 5086130.5.066497.0072 EFTA00012413
EFTA00012414
any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other. Security Documents, this Mortgage shall create continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in MI of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - 14 - CH)99 5086)30.1066497,CO72 EFTA00012415
EFTA00012416
CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE 'OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY TN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR. OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page Intentionally Left Blank. Signature Page Follows. - 15 - CH199 50861304.066497.0072 EFTA00012417
i EFTA00012418
IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: Nam Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Title: Vice President EFTA00012419
EFTA00012420
IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: Name: Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING LLC By: N Title: Vice President EFTA00012421
EFTA00012422
Schedule 1 Aircraft; Airframe and Engines" Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned•'• RAYTHEON AIRCRAFT COMPANY model 400A N493LX RIC-244 PRArr & WHITNEY CANADA IT 1 513.3 PCE-M0256" 12.50% RAYTHEON AIRCRAFT COMPANY model 400A N493LX RIC-244 PRATT & WHINEY CANADA HI 5D-5 PCE-JA0257" 1230% Each of which Engines is capable of 1750 lbs or more o or has 550 or more rated takeoff or the equivalent •Desctibed as model ITI5D SERIES with serial numbers 1A0736.andIA0252xmlbe International Registry drop down menu. "Airentil used herein references Orants's undivided 12.50% interest in the Aircraft and Engines based upon "Fractional Interest" listed below. Fractional Interest The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Mountville Mills, Inc. on 11/16/2009 and filed with the FAA on 12/21/2009 ; and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Wells Fa o ato h N • . Thrace on 02/16/2010 and filed with the FAA on 1 - (-) (collectively the "Fractional Interest") This Aircraft Mortgage and Security Agreement encumbers a total of 12.50% fractional interest in the Airframe and Engines. International Interests registered on the International Registry in connection with this Mortgage Supplement are evidenced by File Numbers 77670 77674 and 77676. The FAA Unique Authorization Code applicable to this Aircraft Mortgage and Security Agreement is IRN20100510080655. EFTA00012423
EFTA00012424
Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.) CH190 50861304.066497.0072 EFTA00012425
'4140W:140 J. 113 '4-00101%0 Q 11 OUR te ti3i1V V • T,311 ; .,111,A 0.3111 EFTA00012426
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870 ORIG DOC ID 9195 FFR 7/8/10 RETD IATS EFTA00012427
EFTA00012428
FORM APPROVED OMB No 21204%342 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIEOESULL AVIATION AinarsesTRATioN-NOte IlKweRONEV AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION C (' CERT. ISSUE DATE "C UNITED STATES REGISTRATION NUMBER N 493O< - AIRCRAFT MANUFACTURER 8. MODEL Raytheon Aircraft Company 400A - c c AIRCRAFT SERIAL No. RK —244 FOR FAA USE ONLY Pc TYPE OF REGISTRATION (Check one box) C 1. Individual O 2. Partnership O 3. Corporation JO 4. Co-owner 0 5. Gov't O 8. Nc/Citen Corpora\on NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name. first name, and middle Initial.) 1.) Shmitka Air, Inc. 6.25% of 100% I'll Cite Attachment 4114-e_el -1 - T- 1 0 ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mega first .applicant Ittit.)(If P.O. BOX la used. physical address must also be shown.) t C/0: i tions Number and street- Rural Moyle: PO. Bin: CITY Richmond Heights STATE OH ZIP CODE 44143 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 false or dishonest answer to any question in this application may 1)0 grounds for punishment by tine and: or imprisonment (U.S. Code. Title IS. Sec 1001) IP CERTIFICATION UWE CERTIFY: (1) That the above aircraft 's owned by the undersigned applicant. who is a citizen (including corporations) of the United Stales. (For voting trust. give name of trustee' i of CHECK ONE AS APPROPRIATE: a. I7) A resident alien. with alien registration (Form 1-151 or Form 1-551) No. Delaware b. (4 A non-citizen corporation organized and doing business under the laws of (state) and said traft2straV nieerttl-Wfliglte riM s.ultidntilicrIta nallrarleS for (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence Of OwnerShip is attached or has boon filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Of THIS APPLICATION MUST BE SIGNED IN INK. TITLE P Whole A/C Sales & AaWnsitions of FLIGHT OPTIONS, LLC TITLE acting as Attorney -In -Faetp for Shnitka Air, Inc. —I --c, —10 SIGNATURE TITLE k lk DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a Defend not In exams of 90 days. during which time the PINK copy of this application must be awned In the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012429
V WOW ‘11}40 k110 V %4O1- 11)iO C W8 CI 1W OW de NOLL'," I.AV L101:0; 2. till FA C13'11 EFTA00012430
ATTACHMENT TO AIRCRAFT REGISITRATION APPLICATION &ARA Reg #: N493LX Model: Raytheon Aircraft Company 400A S/Nit: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 3.125% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16.) 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11.12,13,14,15 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 By signing above. the appacant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application". (II) Mal all of the information set forth on the Application is true and currecA as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012431
FILED '.'.' : , r*, A AIRCHr.FT : 2010 JUL 8 PI9 3 10 OKLAKCI•It. CITY OKLe.li0Mt. EFTA00012432
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA °o _. a 4fti io ,e i x 'isa 0 a L c.Al IQ-alci 8 To' 09 T Do Not Write In This Block g FOR FAA USE ONLY 7 MIL DEPARIMBIT N EMMA= FMK AVIADU AMMISHAMIN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES— CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT RAYTHEON MANUFACTURER & MODEL AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 16Th DAY OF FEB., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CZ W < co x 0cc m a. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 6.25% OF 100% RICHMOND HTS., OH 44143 101891532438 35.00 07/08/20/0 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 16TH OF FEB., 2010. W WELLS —I 'Li 0 NAME (S) OF SELLER SIGNATURE (S) (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP ALL MUST SIGN TITLE (TYPED OR PRINTED) FARGO BANK V P of Whole Aircraft Sales & NORTHWEST, N.A. - Acquisitions of TRUSTEE FLIGHT OPTIONS, LLC Acting as Attorney-in-Fact for WELLS FARGO BANK NORTHWEST, N.A. - TRUSTEE ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00012433
FILED WITH FA A AIRCRAFT RE3:STRATICH BR 2010 JUL 8 P19 3 10 OKLAHOMA CITY OKLAHOMA EFTA00012434
RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgages all of the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the international interests created by the Mortgages and represented by the International Registry File Numbers described on Annex I. Dated: A IL g , 2010 [The remainder of this page is intentionally left blank] O O O N 0 0 070 0 a L ro O -1O A -n EFTA00012435
FILED WITH FA I\ AIRCRIO-1 REG,MA TiCH SR 2010 Jul 8 Pli 3 09 OKLAHOMA CITY OKLAHOMA EFTA00012436
IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Title: Vice President EFTA00012437
Annex I To Release Page 1 Airframe One (1) Raytheon Aircraft Comminv model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244) and U.S. Registration No. N493LX. filipp:sis Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI5D SERIES with serial numbers JA02%-and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/13/07 06/12/08 AM000500 N/A Second Aircraft Mortgage and Security Agreement between Flight Options. LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/13/07 06/12/08 AM000501 N/A Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 03/20/09 VHOH A110 Vt-i 04/01/09 ONO 1PV1)10 LA001848 322997 323003 323001 60 C e e t i v a i t i t h i l l e h o r t g a g e s " ) . be N:1,1 7:)3 13V;ntli 1-41 1.11k 0311d EFTA00012438
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 EFTA00012439
EFTA00012440
U.S. DEPARTMENT OF TRANSPORTATION FEDI R.V. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: VNUM: 493LX SERIAL NUM: MFR: MODEL: AIR CARRIER: This Form is to be used in cases where a conveyance COVENS 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 NAME CHANGE DATE EXECUTED FEBRUARY 11.2010 FROM AIR GHISLAINE INC DOCUMENT NO. TO OR ASSIGNED TO SHMITKA AIR INC DATE RECORDED FEBRUARY 23, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: Total Engines: Total Props: I Total Spare Parts: tFS-750-23R (MOS) EFTA00012441
EFTA00012442
FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FECCIAL AVIPMON ADIMMISTWATION- SCE NIONROPIIIIV AIIIRONAtMCAL canfreil AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE T UNITED STATES REGISTRATION NUMBER Kt 493LX N Flc AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 4O0A • AIRCRAFT SERIAL No. (I RK-244 FOR FAA USE ONLY S ( TYPE OF REGISTRATION (Check one Sox) C. Is O 1. Individual Ei 2. Partnership O 3. Corporation IR) 4. Co-owner O 5. Gov't. O 0. „anon C NAME OF APPLICANT (Person(*) shown on evidence of ownership. If InctividuaL give last name. first name, and middle initial.) III 1.) Air Ghislaine, Inc. 6.25% of 10O% CSee Attachrrent 4 a+cel 1 - lq—io TELEPHONE NUMBER: ( ) ADDRESS (Porrygnonl mailing *tigress for first applicant listed.)(II P.O. BOX Is used, physical address must ekso be shown.) Number and street' ._ _ _— Rural Route: PO. Sox: CITY I Ric mind Heights STATE OH ZIP CODE 44143 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 false or dishonest answer to any question in this appliCallon may De grounds tor punshmon, by ftnr, and or imprisonment (U.S. Code. Title 18, Sec 1031). ID CERTIFICATION 1NVE CERTIFY: (I) That the above aircraft rs Owned by the undersigned applicant, who is so citizen (including corporations) of the United States. (For voting fruit. Ow name of trustee: ). or . CHECK ONE AS APPROPRIATE: a. O A resident alien. wall alien registration (Form 1.151 or Form 1-551) No. DO-aware b. EXA non-abzen corporation organized and doing business under the laws of (state) • and said iscnn25 nit ittfrcenty-tri 4hr PM sterti dirantnitg.hrtic°44te Inspection at for (2) Thal the aircraft is not registered under the laws of any foreign country: and (3) Thal legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: It executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST RE SIGNED IN INK TITLE V P of Whole Aircraft & Acquisitions of Flight Options, §:fibs LLC TITLE acting as Attorney-In-RPM for Air Ghislaine, Inc. 1-ict—ro DATE SIGNATURE TITLE NOTE Pending rebel)), of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 03 days. during which terns the PINK copy of Mkt application must be earned In the Wraith. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012443
FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 JAN 19 PP1 1 53 OKLAHOMA CITY OKLAHOMA EFTA00012444
ATTACHMENT TO AIRCRAFT] R_EGISTReiTION APPLICATION Ottff64 -"qv Name of Applicant: Reg #: N493LX Address: Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Interest of: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.126% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.26% of 100% Shown on Original form hereto 9.) 3.126% of 100% Shown on Original form hereto 10.) 6.26% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.26% of 100% Shown on Original form hereto 13.) 3.126% of 100% Shown on Original form hereto 14.) 6.26% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto 17.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5.6,7,8,9,10,11,12,13,14,15,16 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application. (II) that all of the information set forth on the Application is true and cured as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012445
FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 JfiN 19 PR 1 53 OKLAHOMA CITY OKLAHOMA EFTA00012446
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367 TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP EFTA00012447
EFTA00012448
FORM APPROVED OMB NO. 2120-0O42 UNITED STATES OF AMERICA IL E. MUM OF TEMININIMON FEDERAL AMIN ADMIRATION AIRCRAFT BILL OF SALE 100191418128 55.00 01/10/2010 Not Write In ThisBlock Do FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS ICI TH DAY Oklail., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL ($), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) III CORP. 6.25% OF 100% RICHMOND I IFIGHTS, 01I 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 (e{'" DAY OFjout ., 2010 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP ALL MUST SIGN. TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS 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 O 8 8 0 7 0 rP a ro O EFTA00012449
FILED WITH FAA . AIRCRAFT REGISTRATION BR 2010 JAN 19 P11 1 53 OKLAHOMA CITY OKLAHOMA EFTA00012450
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. OffolUITMENI Of IMIIWIRTMUM ROM AVIATION ADM IN AIRCRAFT BILL OF SALE Not Do FOR FAAWrite 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 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS ICI HEREBY DELIVER IN AND TO 114 DAY OFjaA., SELL, GRANT, ALL RIGHTS, SUCH AIRCRAFT 2010 TRANSFER AND TITLE, AND INTERESTS UNTO: tZ tit cn Q r O ce m a. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) ADVANCE BEVERAGE COMPANY INC. 6.25% OF 100% 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 N T" DAY OFjak ., 2010 re w _i w co NAME (S) OF SELLER SIGNATURE (S) (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. ALL MUST SIGN TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS 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 EFTA00012451
FILED WITH FAA AIRCRAFT REGISTRATION 8R 2010 JRN 19 P11 1 53 OKLAHOMA CITY OKLAHOMA EFTA00012452
FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FrOCIRAL AVUMOld Antinentanossisice lisOssiolarf Alea094AAMCAL anti AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 111 4911 X AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Ccsrpany 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) • O I. Individual O 2. Partnership 0 3. Corporation 5i) 4. Co-owner O 5. Govt. O S. ?*Dn'atizell NAME OF APPLICANT (Person(s) shown on evidence of ownership. It IndIvIclual, give lent name. Snit nerve, and middle initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% cSee Attachment 0tAceel )R--c2-/---Oq) TELEPHONE NUMBER: ( ) ADDRESS Number Rural Route (Permanent malting address for first applicant c/o: Fli ht 0 tions and street: listed.)01 LLC P.O. BOX Is used, physical address must also be shown.) P.O. 003. CITY STATE OH ZIP CODE 44143 Ric ur ncl Heights A false (U.S. II" VVVE (1) That of (For CHECK CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing This portion MUST be completed. or dishonest answer to any question in this appliCatiOn may be grounds tor punishmenl Code. TItl 18. Sec. 1001). CERTIFICATION OF ADDRESS this application. by fine and i or imprisonment Corporations) I. of CERTIFY: the above aircraft IS Owned by the undersigned the United States. voting trust give name of trustee. applicant. business wno s a citizen One-ILO:HIV ONE AS APPROPRIATE: or Form 1-551) No. a. b. (2) That (3) That TYPE 0 A resident alien, with alien registration (Form 1-151 gat A non-citzen corporation organized and doing er rnndpection saidalatrant28 ratreaHEM X P0gifOrtM. strreltiMitiVer _ under me laws of (state) Delaware h°1N -1" 4411 2Ar e for • s Administration side if necessary. the is the taws any foreign country; and been filed with the Federal Aviation applicants must sign. Use reverse aircraft not registered under of legal is has evidence of ownership attached or orship all .NATURE a z 1§1 i Tna V P of Sales & Marketin, VrE .f Flight Options, LIC TITLE acting as Attorney -In -Fftet for Air Ghislaine, Inc. 0)/ (57- -o9 I TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated faineance not in excess of 90 days. during which time the PINK copy of this application mufti be canned in the aircraft. AC Fain 8050-1 (5/03) (0052-00-828-9007) EFTA00012453
WITH FAA :i/RCRAFt:REGII6TAATI0N BR 1009 DEC 21 . • • ...tr. r : •O1O:AHomA CITY OKLAHOMA EFTA00012454
ATTACHMENT TO AIRCRAFT REGI§TRATION APPLICATION attl-ca Ig-(91-1, 7 Reg #: N493LX Model: Raytheon Aircraft Company 400A Sthl#: RK-244 Owning an undivided Name of Applicant: interest of: Address: 1.) 2,) 12.60% of 100% Shown on Original form hereto 3.) 3.126% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 6.) 6.26% of 100% Shown on Original form hereto 7.) 3.126% of 100% Shown on Original form hereto 8.) 6.26% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.26% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Origlnal form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 3.125% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 18.75% of 100% Shown on Original form hereto 16.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #15 IN-02/-0`1 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application". (II) that all of the information set forth on the Application is true and currect 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 odginal, but all such counterparts shall together constitute but one and the same application. EFTA00012455
FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 DEC 21 Rh 10 29 OKLAHOMA CITY OKLAHOMA EFTA00012456
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA Write This Do Not FOR FAA In USE O Block ONLY IL I ffilARIMENT OFINUISPINTAIIIN IBIHAL MARIN ADIMAIRMION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS a I5'rDAY OF DEC., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) MARM PARTNERS LLC 6.25% OF 100% RICHMOND I-IEIGHTS, O11 44143 093551017119 $5.00 12/21/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS,c3lbuDAY OF DEC., 2009 SELLER NAME (S) OF SELLER SIGNATURE (S) (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition O O 0 3 0 CO S a C- to O 0 0 0 yT EFTA00012457
FILED WITH FAA, AIRCRAFT REGISTRATION BR 2009 DEC 21 Rif 10 29 OKLAHOMA CITY OKLAHOMA EFTA00012458
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF U. S. &PARHAM IF IRAISPIRIARINI FEDERAL AIRCRAFT BILL AMERICA AMON ADMINISTRAHON OF SALE O °m 8 o 0 < 0 < 0 3 0 0 0 a 0, a 0 2. :.: N O 6 In is Wad( > Do Nate rite FOR FM USE ONLY ? -n FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE OF CRIBED AS FOLLOWS: OF $1.00 ovc THE OF THE FULL LEGAL THE AIRCRAFT DES- . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 6TH DAY OF NOV., HEREBY SELL, GRANT, TRANSFER DELIVER ALL RIGHTS, TITLE, IN AND TO SUCH AIRCRAFT 2009 AND AND INTERESTS UNTO: re tu co att I (-) re m ca. NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST FLIGHT OPTIONS LLC RICHMOND HTS., OH 44143 3 2>, NAME, AND MIDDLE INITIAL.) 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, SINGULARLY THE SAID AIRCRAFT FOREVER, AND ASSIGNS TO HAVE AND TO HOLD AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6TH OF NOV., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR •-OWNERSHIP ALL MUST SIGN. TITLE (TYPED OR PRINTED) MOUNTVILLE MILLS, V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED ORIGINAL: TO FAA _ •. AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedek Previdus Edition EFTA00012459
FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 DEC 21 AM 10 29 OKLAHOMA CITY OKLAHOMA EFTA00012460
FORM APPROVED OMB NO. 2120-0002 UNITED STATES OF AMERICA ll,& IDARIIIBIT If IRMAIIIIITATIGN REAL MUNN AIIIICIUMIll AIRCRAFT BILL OF SALE Do Not Write In The. Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT RAYTHEON MANUFACTURER & MODEL 400A AIRCRAFT COMPANY AIRCRAFT SERIAL NO. RK-244 DOES THIS 20TH DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20TH OF JULY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN. TITLE (TYPED OR PRINTED) V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL O. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . . .. • 1 - ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition O O 0 3 0 a) o S O N a O O EFTA00012461
FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 DEC 21 Af9 10 29 OKLAHOMA CITY OKLAHOMA EFTA00012462
FORM APPROVED OMB NO. 212O.0042 UNITED STATES OF AMERICA lit reAMMENT If TRANSPMTAlla BERM AVUMIN ADIMMIIMMI AIRCRAFT BILL OF SALE Not Do FOR FAAWrite 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 N493LX AIRCRAFT RAYTHEON MANUFACTURER & MODEL 400A AIRCRAFT COMPANY AIRCRAFT SERIAL NO. RK-244 DOES THIS 7" DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 9.375% OF 100% RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7TH OF JULY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST TITLE (TYPED OR PRINTED) PARKS AVIATION, LLC V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR PARKS AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition O a 0 0 0 a0 : a I L 0 to O E; EFTA00012463
FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 DEC 21 RP] 10 29 OKLAHOMA CITY OKLAHOMA EFTA00012464
FORM APPROVED OMB No. 2120-0942 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION INDIMAL AVIATION AINAINISTRATIONCE NONNONEIr AFACINAUTICAL COMM AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE -c UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. CT RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Sax) i'n 0 1. Individual 0 2. Partnership 0 3. Corporation ) 4. Co-owner 0 5. Gov't 0 8. 4°'' itz on NAME OF APPLICANT It individual, last name, first name, and naddte initial.) (Person(s) shown on evidence of ownership. give • 1.) Air Ghislaine, Inc. 6.25% of 100% (:See Attachment cfa,tc/4 Ii11411C)c‘ ) TELEPHONE NUMBER: ( ) ADDRESiS (Permanent mal for hen ppplicam ne w P.O. BOX Is used. physical address must also be shown.) C/O: 1 t 'bons LLI Number end street: Rural Route: P.O. Sox: CITY Richmond Heights STATE OH ZIP CODE 44143 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 false or dishonest answer to any question in this application may be grounds tor punishment by fine and / or imprisonment (U.S. Code, Title MI Sec. 1001). III CERTIFICATION tANE CERTIFY: (1) That the above aircraft is owned by the undersigned appliCara. whO ea.:Mien (including corporations) of the United Slates. (For voting trust. give name of trustee: ) or' CHECK ONE AS APPROPRIATE: a. 0 A resident sten, with alien registration (Form 1.151 or Form 1.551) No b. ;CA non-citizen corporation organized and doing business under the laws al (stele) DelaMere y and said itarcr rnaiily.yead iint , 2ga teci Spas fi .jlisiht hoon al 4 y*Ible for — inspection at -11 i L.Lr"155"-JAW -1 gl II l'a ' * (2) That the aircraft is not registered under the laws of any foreign Gauntry; and (3) That legal evidence of ownership is attaCher, or has been filed with the Federal Aviation Administration. r nership all applicants must sign. Use reverse side it necessary. TYP IGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. TITLE V P of Sales & Ntarketi of Flight Options, LLC A"s mIME ' I ‘4101 TITLEacting as Attorney in -FlaweE for Air Ghislaine, Inc. TITLE GATE NOTE Pending receipt of tho Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. 0 D D AC Form 8050-1 (5/03) (0052-00428-9007) • • .. . ... EFTA00012465
PILED WITH FAA 4t.IFICR.AF.T REGISTRATION BR • - . g009, JUL 16 63 OKLAHOMA CITY OK L AllOMA EFTA00012466
ATTACHMENT TO AIRCRAFTcriarTION APPLICATION 14•1141 b9 Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Name of Applicant: 1.) Owning an undivided Interest of: Address: 2.) 12.50% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.125% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 9.375% of 100% Shown on Original form hereto 15.) 6.25% of 100% Shown on Original form hereto 16 ) 6.25% of 100% Shown on Original form hereto Title: V P of Sales & Marketing of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4.5,6,7,8.9,10.11,12.13.14,15 V P of Sales & Marketing of Flight Options, LLC for #16 Date: By signing above, the applicant agrees and stipulates (I) to the 11311115, conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the "Application". (II) that all of the information set forth on the Application is true and cuffed as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012467
FILED WITH FAA , AIRCRAFT REGISTRATION BR 2009 JUL 16 I Pp 53 OKLAHOMA CITY OKLAHOMA. EFTA00012468
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL S. MPAARAENE Of ftWaVOTAIIIN DIAL AVIAMIN AOMMXTRAIION AIRCRAFT BILL OF SALE Do Not Write In This Brock FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION N493LX NUMBER AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company, model 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 14 TH DAY OF 3%4\1 ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO A 6.25% of SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) FN. ht O • tions LLC Cleveland, OH 44143 6.25% OF 100% 091971356165 $5.00 07/18/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISH 7H DAY OF94, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.O ERSHIP ALL MUST SIGN. TrfLff (TYPED OR PRINTED) Bank of America, N. A., as Administrative Agent Vice President 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 EFTA00012469
FILED WITH FAA AIRCRAFT REGISTRATION OR 2009 JUL 16 t 53 OKLAHOMA CITY OKLAHOMA. EFTA00012470
AGENCY DISPLAY OF ESTIMATED BURDEN The Federal Aviation Adminisintion estimates that the average bunks for this 'seri b.5 hour per response. You may submit any comments concerning the accuracy of this burden estimate or any suggestions for resin( o the Office of Managernent and Budget(:3MB). You may alsosaid COMMtilb Co the Federal Minion Administration, Civil Aviation Registry. Oklahoma City, OK 73125-0504, Attention: OMB number 2120-00/2 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Aircraft Registration Branch Oklahoma City, OK 73125-0504 CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT (Fractional Interest) Aircraft Manufacturer and Model Raytheon Aircraft Company. 400A Aircraft serial number RK-244 FAA registration number N793TA AAI:\ Samair. Inc. ("Debtor) entered into a Promissory Note ("Note"), dated January 14, 2002, in favor of RACC. in connection with the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N493LX (formerly N793TA), and two (2) Pratt & Whitney Canada model JTI5D-5 (described as PRATT & WHITNEY CANADA model JTISD SERIES on the International Registry drop down menu) aircraft engines (which engines have 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer's serial number PCE-JA0256 and PCE-JA0257 (described as JA0256 and JA0257 on the International Registry drop down menu) (collectively the "Interest'). Debtor executed that certain Security Agreement (as assigned and set forth below, the "Security Agreement"), dated January 14, 2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, and further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, collectively recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. SI 18267. Pursuant to FAA Assignment dated September 22, 2003, the Security Agreement was assigned by Bank of America, N.A., as administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to Bank of America. N.A., as administrative agent (the "Agent") under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on September 29, 2003, as Conveyance No. R062972. On or about May 21, 2009, Debtor breached its obligations under the Note and Security Agreement, as assigned. On or about June 15, 2009, Agent foreclosed on the security interest granted by the Security Agreement and repossessed the Interest in accordance with applicable laws. Agent has performed all obligations imposed on the secured party under the Security Agreement and applicable local laws. The undersigned certifies that, in accordance with the terms of said Security Agreement, and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all persons claiming by, through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now owns the Interest. NOTE: If the agreement involved was not recorded with the Aircraft Registration Branch, the original or certified we copy should accompany this cenilicate of repossession. Bank of America N. A. as Administrafy 091971356165 $15.00 07/16/2009 CO O O O 0 a a > EFTA00012471
FILED WITH FAA MA GA AFT REGISTRATION BR 2909 JUL 16 I PR I 52 OKLAHOMA CITY OKLAHOMA EFTA00012472
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633 SEE REC CONV # 5118267, C018, PG 1, ET Al EFTA00012473
EFTA00012474
L co O O O LOAN 0 7 (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE Raytheon Aircraft Company Model 400A 0 Manufacturer's Serial No. RK-244 Registration No._ wax a Engine Make and Model Pratt & Whi tney Canada JT15D Engine Serial Nos. pc_ jaus6 8, pc JA0257 Propeller Make and Model N/A O Propeller Serial Nos. N/A to The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured N LJ Party under the Security Agreement dated January 14 , 2002 , with t K Samair, , Inc. as Debtor, recorded by the Federal m Aviation Administration on taareh r 7nn7, , as Conveyance No. S118267* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of septerohen 27 7003 , recorded by the FAA on September 29, 200% as Conveyance No. en69o72 , hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 14 day of Jun y , 7009 *and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION Corporation to Raytheon Aircraft ReceivablesAs A Corporation by FAA Assignment dated 1/14/02, further assigned to Bank of America , National Association as Adminstrative By: Agent, collectively recorded by the FAA on 3/6/2002 as Conveyance No. 5118267." resident pie ,. " ancersigncd ariiiiorsie•reby ieleaSe all of their interest, if any, iii the collateral covered by the Security Agreement described above. Dated this vi day of July , 2009 . Raytheon Aircraft Raytheon Aircraft Re Cre • By: By: Title: Vice President - Title: vire President - Title: vire President - General Counsel General Counsel General Counsel This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. and CerWea rgalmsession filed litto101 by Bank of America, N.A. As Admin. EFTA00012475
FILED WITH FAA . AIRCRAFT REGISTRATION BR 2009 JUL 16 I PM ‘f54 OKLAHOMA CITY OKLAHOMA, EFTA00012476
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632 ORIG RETD TO IATS SEE REC CONV # 5118267, C018, PG 1, ET AL EFTA00012477
EFTA00012478
FORM APPROVED OUR No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEcertAL AVUMON AISNIINISTRATIONiliall NOSITIONEV AERONAUTICAL Cann AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER I 4 493LX AIRCRAFT MANUFACTURER 8 L Raytheon Aircraft ny 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. IndIVIdUal O 2. Partnership O 3. Corporation )0 4. Co-owner O 5. Govt. O 8. "cncittzen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If hxliviclual, give last name, first name, and middle initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% • See Attachment ci to ed 5 - & --cA C TELEPHONE NUMBER: ( I ADDRESS (Permanent regaling-pa& .,_ first. applicant ttcl.) (If P.O. BOX Is used. physical address must also be shown.) I' I 1 • ii • VI ens CEO: and fl eet' Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for. punishment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION • OF ADDRESS this application. by fine and / or impnsonment corporations) ) or: CERTIFY, (1) That the above aircraft Is owned oy the undersigned applicant, who is a citizen (including of the United States (For voting Oust. give name of trustee: CHECK ONE AS APPROPRIATE: business or Form 1-551) No a. O A resident alien. with alien registration (Form 1-151 b. EI A non-citizen corporation organized and doing and said aircr40... and,primarily .use ps. inspection at _zbl.w. L.trviss-tor under the taws of (state) Delaware flight hoc ] raruMble for AdmarWsgrabon. side it necessary. ReciM or Hts., (2) That the aircraft Is not registered under the laws of any foreign country: and (3) Thal legal evidence of ownership is attached or has been flied with the Federal Aviation NOTE: If executed for co-ownership all applicants must sign. Use reverse TY - IGNATURE ti TITLE Executive Vice Preside`1t1TE of Flight Options, LLC 5- to- oq t . a i - TITLE acting as Attorney -In -Fgef for Air Ghislaine, Inc. SIGNATURE TITLE i . , ; GATE NOTE Pending receipt of the CORMS/de of AirCrefl Registration, the aircraft may be operated for a period not in excess of 90 delft during whiCII time the PINK copy of this application must be *Carded In the aircraft. O 0 a. ci cu 0 0 (0 AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012479
FILED iiITH.FAA AIRCRAFT REGISTRATION 2009 FM 6 P1l 1 41 OKLAHOMA CITY OKLAHOMA EFTA00012480
ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION etakd 61.0 - 09 Name of Applicant: Reg #: N493LX Address: Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided interest of: 1.) 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.126% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.26% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.26% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 9.375% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10.11,12,13,14.15.16 5-1O `DPI By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification or the AC Form 8050.1 Aircraft Registration Application, to which this page Is attached (the 'Appacation"), (II) that all of the information set forth on the Application is true and curved as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012481
FILED YiITH FAA AIRCRAFT Rf.CISTRATION B 2009 MY 6 Ng 1 41 OKLAHOMA CITY • OKLAHOMA EFTA00012482
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL I WARM! IF TRANSVIIRTADON MENAI AVIATION ADMINISINATION AIRCRAFT BILL OF SALE Do Not Write In This Blonk FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS (O1H DAY OF MAY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) DANIEL 0. CONWILL, IV 6.25% OF 100% 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 (, DAY OF MAY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURES TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT 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 S O 0 0 (.4 O 0 3 0 0 a 0 a a 0 O O 0 0 091281339024 $5.00 05/06/2009 EFTA00012483
FILED WITH FAA AIRCRAFT REGISTRATION BR 2009 tiffil 6 PM 1 41 oKLAH;_mA CITY OKLAHOMA EFTA00012484
U.S. Department of Transportation Federal Aviation Administration Date of Issue: May 4, 2009 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL CIO FLIGHT OPTIONS INC Flight Standards Service Aircraft Registration Branch, AFS•760 RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM Oklahoma City, Oklahoma 71125-0501 Toll Free: WEB Address: 1092291 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jun 03, 2009. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. IMM for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750-FAX4 (10/05) EFTA00012485
EFTA00012486
A parki abvls Insured Aircraft Tit e t Service, Inc. T S Federal Aviation Administration Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 405 LX Make ayi friforart CO Model LIMA S/N RK.Ai t't to the present registered owner: Plighf Option& LLC Date: 5-4-cA " Certificate has been lost in mail or * Customer has misplaced the certificate ****Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, In in the Public Documents room. Thank You, By: D°cunlen .1" pea I Return Certificate Registration to A:T.S 091241402488 $2.00 05/04/2008 Return Certificate of lie 1.4.T.S a a a A 0 EFTA00012487
FILED MTH FAA AIRCRAFT REGISTRATION BR an ruiv 9 NI 1 42 ;OKLAHOMA CITY OKLAHOMA Ely) EFTA00012488
FORM APPROVED 00.18 No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDIERAL AVIATION AhleleeTnaTKeelliket tiONRONEV AenONALMCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES REGISTRATION NUMBER N 493 LX AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Carpany 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. Corporation gl 4. Co-owner O 5. Gov't. 0 8. N°1" Citizen NAME OF APPLICANT (Person(s) Shawn on evidence on ownership if individual, give tast name. first name. and middle Initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% (See Attachment Cia4-ed Cj --i-oq) TELEPHONE NUMBER: ( ) ADDRESS (ereeront mallingvadcfrass for first applicant aped.) (II P 0. BOX Is used. physical address must also be shown.) lie t actions LLC Number and street Rural Routs. P.O. Ow: CITY Richmond Heights STATE OH ZIP CODE 44143 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 false or dishonest answer to any Question In this application may be grounds for punishment by fine and i or imprisonment (U.S. Code. Title 18. Sec 1001). CERTIFICATION E CERTIFY: (1) That the above Sian is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (F-on, 1-151 or Form 1.551) No b. IC) A non-citizen ration • ed and business undert the laws of (slate) DFlaware and Said inspection at S IttclibMil-PM (2) That the aircraft Is not registered under the taws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal NOTE: If executed for co-ownership all applicants must sign. TYP; C NATURE Kw .715i4"44141° Aviation Administration. Use reverse side it necessary. 4 3 k .for TITLE Executive Vice Presi d of Flight Options, LLC -Attorney TE .4C-1 - 0, TITLE acting as -In -Faectx Air Ghislaine, Inc. g - TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the naafi may tan operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. O 0 a. O O O O a AC Font' 8050-1 (5/03) (0052-00-628-9007) • EFTA00012489
FILED ii;TH FAA AIRCRAFT Rrir.:ISTRATICN BR 2009 NAY 1 PV1 1 48 OKLAI-I,MA CITY OKLAHOMA • • EFTA00012490
ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION ofilk .0 :- PO/ Name of Applicant: Reg #: N493LX Address: Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Interest of: 1.) 2.) 12.60% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 3.126% of 100% Shown on Original form hereto 5.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 6.25% of 100% Shown on Original form hereto 8.) 3.125% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.126% of 100% Shown on Original form hereto 11.) 6.25% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 6.25% of 100% Shown on Original form hereto 15.) 9.375% of 100% Shown on Original form hereto 16.) 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14,15 Executive Vice President of Flight Options. LLC for #16 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"), (II) that all of the information set forth on the Application is true and cuffed as:Ofthis 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 shag be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012491
FILED MTH FAA AIRCRAFT r.CISTRATION BR 2009 FIN 1 Prl 1 48 OKLAHOMA CITY OKLAHOMA EFTA00012492
FORM APPROVED MB NO. 1 UNITED STATES OF AMERICA U. I. DEPARION1 OF INANSPOTATION BERM. AMA= AMMONIA= AIRCRAFT BILL OF SALE Do Not Write In This Mock FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION _NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS /Sr DAY OF vAtii ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: L PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) AIR GHISLAINE INC. 6.25% OF 100% 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 I 5IDAY OF NI., 2009 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 091211427538 $5.00 05/01/2009 G94244,4937488- NO4/2999-. O 0 (!. 0 0 3 0 0 0 a 0 a 0 O o co O EFTA00012493
FILED wall FAA AIRCRAFT Re.,;ISTRATION OR 2N9 MY 1 PM 1 tie OKLAHOMA CITY OKLAHOMA EFTA00012494
FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIRCEPIAL AVIATION ADNININTITATION. AUKS INNINIONEI AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER I li 4911 X AIRCRAFT MANUFACTURER It MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chace one boa) tizen O I. Individual O 2. Partnership O 3. Corporation ig i e. Co-owner O 5. Govt. 0 8. Nc4"-Ciauon NAME OF APPLICANT (Person(s) shown on evidence of ownership. II Individual, give last name, first name. and middle initial.) III, 15.) Flight Options, LLC 12.50% of 100% C_See Attachment (Atka 4...-7__04:) TELEPHONE NUMBER: ( ) ADDRESS Number Rural Route: (Permanent mailing address for first adolicant lisled.)(tf P.O. BOX S used. physical address must also be shown.) and street: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 CHECK HERE IF YOU ARE ONLY REPORTING A ATTENT1ONI Read the following statement before signing This portion MUST be completed. or dishonest answer to any Question In this application may be grounds for punishment Code. TIM IS. Sec. 1001). CERTIFICATION CHANGE OF ADDRESS this application. by fine and / or Imprisonment corPoraftons) ) Or: • A false (U.S. E (1) That of (For CHECK CERTIFY: the above aircraft is owned by the undersigned applicant. who is a citizen (Inducting the United States. voting trust, give name of trustee: ONE AS APPROPRIATE: business or Form 1-551) No. a. b. (2) That (3) That TYPE 0 A resident alien with alien registration (Form 1-151 0 A non-citizen corporation organized and doing and said aircraft is based and primarily used in inspection at under the taws of (state) the United Stales. Records or flight hours are available for Administration. side it necessary. the aircraft is not registered under the LAWS of any foreign country: and legal evidence of ownership is 6110CROO or has been Ned with the Federal Aviation NOTE: It executed for co-ownership all applicants must sign. Use reverse IGINAT1JRE EACH PART OF THIS APPUCATCH MUST 8E SIGNED IN INK TITLE Executive Vice President of Fli ht tions, LLC DATE 4 -7 -rD9 TITLE DATE TITLE DATE NOTE Pending receipt 01 the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be canted in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00012495
FILEU Ai:1H FAA AtfICRAFT -1:ISTRATION 2Q09 RPR 7 P19 1 50 OKLAii.•IY1A CITY' OKLAttOMA EFTA00012496
ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION laded ci...7.Oey Name of Applicant: Reg #: N493LX Address: Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Interest of: 1.) 12.50% of 100% Shown on Original form hereto 2.) 6.25% of 100% Shown on Original form hereto 3.) 3.125% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 3.125% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 3.126% of 100% Shown on Original form hereto 10.) 6.25% of 100% Shown on Original form hereto 11.) 6.26% of 100% Shown on Original form hereto 12.) 6.25% of 100% Shown on Original form hereto 13.) 6.25% of 100% Shown on Original form hereto 14.) 9.376% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11,12,13,14 E4-7-oci By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and curved as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012497
FILE.' 'IN FAA is‘,4;;;;;: NI APR 7 Pf7 1 50 OKLAH• 9!A CITY OKLP "DMA EFTA00012498
FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA AVIATION AMIMMAHON OF SALE Do Not Write In This Block FOR FAA USE ONLY U. S. MAWR OF INAMORATA= BERAI. AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 1 TH DAY OF April ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PARKS AVIATION LLC 9.375% OF 100% 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 1 IN DAY OF g ni., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE PRESIDENT 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 O OO ts) O 0 3 3 0 0 0 0 0 7.1 tr O O O Dr 090971402484 55.00 04/07/2009 EFTA00012499
FILE!! A;Tti FAA AIRCRAFT Rr.'.:ISTRATION BR 2009 APR 7 PM 1 50 OKLAN• MA CITY OKLAHOMA EFTA00012500
U.S. DEPARTMENT OF TRANSPORTATION KIX R.V, AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION 1ECORDED CONVEYANCE FILED IN: sINUM: 493LX SERIAL NUM: RK-244 MIT: NIODEL: 400 RAYTHEON AIRCRAFT COMPANY A AIR CARRIER: 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 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED 3/20/09 FROM FLIGHT OPTIONS LLC DOCUMENT NO. LA001848 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED APR 01, 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: I Total Props: I I Total Spare Parts. N493I,X P&W C JTI5D-5 PCE-JA0257 P&W C JT I5D-5 PCE-JA0256 tFS-750-23R (MOS) EFTA00012501
EFTA00012502
CERTiFIED COPY TO BE RECORDED BY FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of March aO, 2009 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee CHI99 5086130-S.066497.0072 090791515147 $15.00 03/20/2009 I hereby certify that I have compared this document with the ori final and it is 3 true and correct co v thereof. r O 0 A O 0 '< 0 0 a a 15 O O O O to 3 EFTA00012503
FILED MTH FAA AIRCRAFT (1'.`.;ISTRATION 8R 2009 NH 20 FPI 2 03 OKLAW.MA CITY OKLAHOMA EFTA00012504
TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS I 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 CHI99 5086130-5.066497.0072 EFTA00012505
EFTA00012506
6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved 14 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines C11199 50861 30-5.06649713072 EFTA00012507
EFTA00012508
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March ao 2009 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability com an the "Grantor"), with its chief executive office and principal place of business at Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the tents and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "A..4": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and CHI99 5086130-5.066497.0072 EFTA00012509
EFTA00012510










