() 0 0 1) 0 0 U I 7 6 I - • 1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June P., 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, recorded by the FAA on November 5, 2003, as Conveyance No. QQ028118 (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model J1'15O-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012911
FILED WIT!: FAA AIRCRAFT REGISTRATION BR 2009 FM Z1 PP1 3 10 OKLAHOMA C!TY OKLAHOMA EFTA00012912
0 9 0O0 1 088 FORM APPROVED OMB No. 2120-0042 ..i --* UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION - Froutiu. AVIATION ACWWMTRATiort-MIKE WONPIONIIV AERONALRICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE Y MY 11 201P UNITED STATES - REGISTRATION NUMBER IM 793TA AIRCRAFT MANUFACTURER & MODEL Raytheon 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 (2 4. Co-owner O 5. Gov't. O 8. masonn NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give last name. first name. and middle initial.) 0 12.) Flight Options, LLC 6.25% of 100% (See Attachment (30ACcot CI —ces-C"... .) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed-) Number and street: P.O. Box: Rural Route: CITY Richmond Heights STATE OH ZIP CODE 44143 0 - CHECK HERE IF YOU ARE ONLY - ATTENTION! Read the following statement This portion MUST A tabs or dishonest answer to any question in this application (U.S. Code, Title 18. Sec 1001). REPORTING A before signing be completed. may be grounds for punishment CHANGE OF ADDRESS this application. by lino and , or imprisonment corporations) ) or' 41111 CERTIFICATION INVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: or Form 1-551) No. a. 0 A resident alien, with alien registration (Form 1.151 b. 0 A non-citizen corporation organized and doing business and said aircraft is based and primarily used in Inspection at under the laws of (state) the United States. Records or flight hours are available for Administration. side it necessary. (2) That the aircraft is not registered under the laws of any (3) That legal evidence of ownership is attached or has been foreign country: and Rod with the Federal Aviation -1 sign. Use reverse sistant Secretar fATE ght Options, LLCLI.4.42.04 DATE 1 D -- DATE NOTE Pending receipt of 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 carded in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012913
• ••• LUC) ":':01-171N0 £h TT LIM 8 Id) IMG2 118 1:011::Z;IS-its4}11..-3tiNutlIV Ga-su EFTA00012914
0 0 0 0 0 0 0 1 0 8 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION daitgert Reg a: N793TA Model: Raytheon 400A &Nit RK-244 Name of Applicant: Signatures: Owning an undivided Interest of: 25.00% of 100% 12.50% 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% 3.125% of 100% 3.125% of 100% Title: tent Secretary of t Options, LLC as Attorney-in-Fact for .4.6.7.9,10,11 Address: Shown on Original fowl hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Onfnal 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 President of heon Travel Air Co. Acting as Attorney-in-Fact for #3,5,8 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 'Application", (II) that all of the information set forth on the Application is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012915
TI WU 8 NU IV )J9 NO:r.dj'ZiOrklii.ili5UIV 17:: :L1.7. 1:311:1 EFTA00012916
0000 000 1 0 9U ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dayc lok (4,4-O1 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Name of Applicant: Owning an undivided Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% 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.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10. 3.125% of 100% Shown on Original form hereto 11. 3.125% of 100% Shown on Original form hereto 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1,2,4,6,7,9,10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,5,8 449--Dit Assistant Secretary of Flight Options, LLC for #12 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Airaaft Registration Application. to which this page Is attached (the 'Application'). (II) that al of the information set forth on the Application is We 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 as such counterparts shall together constitute but one and the same application. EFTA00012917
it • I' • A.LE.1% Cui ri WU 8 lidU itoin 4ii V7i 10.1,71 C3114 EFTA00012918
0 0 0 0 0 0 0 1 0 8 FORM APPROVED OMB NO. 2120-0O42 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26TH DAY OF MAR., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER Y 0 0 8 3 9 1 CONVEYANCE RECORDED 2401 IIRY 11 flfl 7 52 FEDERAL AVIATION ADMINISTRATION Do Not Write In This Block FOR FAA USE ONLY 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 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 26T" OF MAR., 2004. TITLE (TYPED OR PRINTED) - I - TERESA M. ZINAG rn TRUSTEES 'STANT SECRETARY FLIGHT OPTIONS, LLC ING AS ATTORNEY- -FACT FOR AND TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition O4O191.1r.8123 '.:5.00 04/08/2004 EFTA00012919
FILED AIRCI115FT REgISTRATION ?R 203'1 APR 8 firl 11 93 OKLIMC:.:A CITY OI:LAHOia EFTA00012920
0 0 0 0 0 0 0 3 0 5 4 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AONSIOSTIVOION-ISIKE NOPIRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE ,ac FEB 0 5 20C UNITED STATS REGISTRATION NUMBER II 793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon 400A. AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY _ TYPE OF REGISTRATION 0 1. IndMdual 0 2. Partnership 0 3. Corporation (Check one box) tiz 0 8. patio q 4. Co-owner • 5. Gov't. NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name, first name, and middle initial.) 0 as 11.) Ronald A. Elenbaas 3.125% of 100% (See Attachment ad ..)7Cce t2-i9..a4c5) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) c/o Fli h n - Number and street: Rural Route: PO. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 0 • A false (U.S. III UWE (1) That of (For CHECK CHECK HERE IF YOU ARE ONLY REPORTING A ATTENTION! Read the following statement before signing This portion MUST be completed. or dishonest answer to any quor.tion in IN,: application may 1,0 grounds for ponir.hmont Code. Title 18. Sec. 1001). CERTIFICATION CHANGE OF ADDRESS this application. by lino and or irnprISOnmOnt corporations) CERTIFY: the above aircraft is owned by the undersigned appilcant, who is a citizen (including the United States. voting trust, give name of trustee: ONE AS APPROPRIATE: business or Form 1-551) No. a. b. (2) That (3) That C) A resident alien, with alien registration (Fenn 1-151 O A non-cnizon corporation organized and doing and said aircraft Is based and primarily used in inspection at under the laws of (state) the United States. Records or flight hours are Administration. side if LLC available for necessary. the aircraft Is not registered under the laws of legal evidence of ownership Is attached or has NOTE: If executed for co-ownershi all . , - . • - - any been a foreign opuntry; and filed with the Federal Aviation licants must sign. Use reverse astantSecretary ght Options, DATE varaz71:1 > iLists as ALLOT ne ct for Ronald A. baas ATE d k r \\ .., DATE . . . NOTE Pending receipt of 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 carried in the aircraft. 4 AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012921
FILED WITH FAA AIRCRAFT REGISTRATION BR 2003 DEC 22 PII 3 17 OKLAHOMA CITY OKLAHOMA • • EFTA00012922
0 0 0 0 0 3 0 S 00 Name of Applicant: ATTACHMENT TO AIRCRAFTRASJATION APPLICATION nealle Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Interest of: Address: 1.) 25.00% of 100% 2.) 12.50% of 100% 3.) 6.25% of 100% 4.) 6.25% of 100% 5.) 12.50% of 100% 6.) 6.25% of 100% Si. natures: 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto • Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1.2,4,6.7,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3.5.8 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 al of the information sel forth on the Application is true and currect as of this dale, 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 ad such counterparts shad together constitute but one and the same application. EFTA00012923
• • FILED WITH FAA' • AIRCRAFT REGISTRATION BR 2003 OEC 22 PM 3 17 OKLAHOMA CITY OKLAHOMA 0 ; EFTA00012924
00000003 0 5 f) ATTACHMENT TO AIRCRAFT RFGrPtti.TION APPLICATION eI S.ACS. tareaae Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) Name of A 'leant: Signatures: Owning an undivided Interest of: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% 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 Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10. ' Vice President of Raytheon Travel Air Co. Acting as Attomey-in-Fact for #3,5,8 ta-sa-o3 By signing above, the applicant agrees and stipulates (I) t0 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 executSby.Mti.co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall bean original, but all such Counterparts &hall together constitute but one and the same application. EFTA00012925
FILED WITH FAA AIRCRAFT REGISTRATION BR 2003 DEC 22 PM 3 17 OKLAHOMA CITY OKLAHOMA EFTA00012926
0 0 0 0 0 0 0 3 0 S 3 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE ' X X 0 2 5 8 6 CONVEYANCE RECO1 2009 FEB 5 BM 11 FEDERAL AVIATIOI ADMINISTRATION Writ In This Block e F Do Not OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 17TH DAY OF NOV., 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.) RONALD A. ELENBAAS 3.125% OF 100% HICKORY CORNERS, MI 49060 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 177/3-DAY OF NOV., 2003. SELLER NAME (S) OF SEL TITLE (TYPED OR PRINTE • (TYPED OR PRINTED) FLIGHT OPTIONS, SSISTANT .ECRETARY 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 O.O52-9Oi629-OOO3) Supersedes Previous Edition ED 3 033561533011 55.00 12/22/2003 EFTA00012927
• FILED WITH FAA AIRCRAFT REGISTRATION BR 2003 DEC 22 P(9 3 1? rt OKLAHOMA CITY OKLAHOMA 0 ..; EFTA00012928
0 0 0 0) 0 0 0 1 3 0 X X 0 2 5 8 ZSe4.3 FAA RELEASE COdVEYANCE RECO( Raytheon Aircraft Credit Corporation (the Secured Pa fa 5 fin 10 secured party under the Security Agreement described and defined RAL AVIATIO. A MINISTRATION Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, tile and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this a/ day ofNovember, 2003. Title: President 20640/ (ai FP g X2-0314. 30 Si EFTA00012929
FILED WITH FAA AIRCRAFT REGISTRATION BR 1004 SIN 8 fill 8 91 OKLAHOMA CITY OKLAHOMA EFTA00012930
0000i000 I 3 1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June g.„ 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number 5122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, feetxtieri bek the FAA on 14ahrtref 5, gar5, CtS Co'NEyanCE. Nunes 0.0,Drisn (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCS JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ EFTA00012931
FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 JAN 8 API 8 La OKLAHOMA CITY OKLAHOMA EFTA00012932
FORM APPROVED tAAS No. 2120.4042 UNITEDeBTATE& OE, AMERICA DEPARTMENT OF TRANSPORTATION .'" FEDERAL AWARD'. ADIONSWIAMICM-IlliKE larteiROHEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CI • V CERT. ISSUE DATE QC) N0V 6 2003 UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MOOEL Raytheon 400A AIRCRAFT SERIAL No. roc-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Do() 0 I. Individual 0 2. Partnership 0 . 3. Corporation O0 4. Co-owner O 5. Gov't. O S. " 3" -Citinw NAME OF APPLICANT (Person(*) shown on evidence of ownership. II individual, give 40 11.) Flight Options, LLC 3.125% Gee Attecherant 840Acel4 Mi- k-c53 TELEPHONE NUMBER: ( ) last name, first name, and middle initial.) of 100% ADDRESS (Permanent matting address for first applicant listed.) Plinht Options, Number arid street: LLC P.O. Box: Rural Route: CITY ' Rictrilond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING 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 (U.S. Code. Title 18, Sec. 1001). CERTIFICATION A CHANGE OF ADDRESS this application.- • punishment by fine and / or Imprisonment . (including corporations) , ) or: E CERTIFY: (1) That the above aircraft S owned by the undersigned applicant, who Is a citizen of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: or Form 1-551) No. a. D A resident Alen. with alien registration (Form 1-151 b. 0 A non-citizen corporation organized and doing business and said aircraft is based and primarily used in inspection at under the laws of the United States. Records (Mate) or Aviation reverse flight hours are available for Administration. side if necessary. (2) Thal the aircraft Is not registered under the laws of any (3) That legal evidence of ownership is attached or has been NOTE: If executed for co-ownership all applicants foreign country: and filed with the Federal must sign. Use Assistant Secretarima pht Options, LLC 10--( -0 - \\ DATE DATE NOTE Pending receipt of 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 carried In the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012933
; t • • .'•' :CN OR 2003 OCT 3 All 11 37 OKLA:I ... . J., . 34 1-Y OKLAHOMA • :„ EFTA00012934
U Q awaHmENTiro WiRcRA FT REGISTRATION APPLICATION actRed, t()-1 -03 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) Name of Applicant: Owning an undivided Interest of: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Secretary of lions, LLC Attorney-in-Fact 9,10 ident of Travel Air Attorney-in-Fact 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 Date: t 0 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 all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same appbcatlon. EFTA00012935
VII0H1)10. '''"Nr•liN0 LC II Wd C 130 C112 tic p.. E.. • •. : EFTA00012936
0 0 0 0 0 0 0 9 0 0 ATTACHMENT TO AIRCRAFT REGISTRiTION, APPLICATION ctrth4..a (U-1 -03 Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 25.00% of 100% Shown on Original form hereto 2.) 12.50% of 100% Shown on Original form hereto 3.) 6.25% of 100% Shown on Original form hereto 4.) 6.25% of 100% Shown on Original form hereto 5.) 12.50% of 100% Shown on Original form hereto 6.) 6.25% of 100% Shown on Original form hereto 7.) 12.50% of 100% Shown on Original form hereto 8.) 6.25% of 100% Shown on Original form hereto 9.) 6.25% of 100% Shown on Original form hereto 10.) 3.125% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 Assistant Secretary of Flight Options, LLC for #11 k0-1 -03 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 correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012937
MT.) ,"•AA ;. 1, r:11 2t'U3 OCT 3 fill 11 37 OKLAHOMA EFTA00012938
FORM APPROVED OMB NO.2J2 2 fl nonnno W. 2 UNITEDV STA i I_ ES OrAINARIEFA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE VU U C0133 RECORDED NOV 6 PM 1.1 01 EDERAL AVIATION ADMINISTRATION Do Not FOR FAA USE This Block AA In E ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE COI'VEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 2003 UNITED STATES REGISTRATION F NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS, TN DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS LLC 3.125% OF 100% 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 THIS3 TH OF SEPT., 2003. SELLER NAME (S) OF SEL. (TYPED OR PRINTS. I TITLE (TYPED OR PRINTED) EDWARD J,RAPPA ASSISTANT SECRETARY OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN FACT FOR EDWARD 4,RAPPA 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 032761148162 85.00 10/03/2003 EFTA00012939
• I MOHTNO Ran • "!APV-01.0 LC TT LIU C 130 COZ feuArolast nn..•^ EFTA00012940
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 SUPPLEMENT TO DOC S 122733 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT DATE EXECUTED 10/22/03 FROM FLIGHT OPTIONS LLC - BORROWER DOCUMENT NO. QQ0281113 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP - LENDER DATE RECORDED November 5, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration numba) I TOTAL NI IMRFR INVOLVPI) II N746TA N742TA N715TA N708TA N793TA / N437CW N744TA N74I TA N720TA N726TA N754TA ENGINES I TOTALNIIMNER INVOLVED 92 MAKE(S) (SEE ATTACHED LIST) SERIAL NO. (SEE ATTACHED LIST) PROPELLERS I TOTAL. NI MITER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N79STA, RAYTHEON AIRCRAFT CORP 400A, S/N RK-198 (SEE C306, PG 5) AC FORM 8050-2.3 (1-96) (0052-00482-6000) EFTA00012941
EFTA00012942
4" 2 U.S. DEPARTMENT OF TRANSPORTATION R 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 fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE X140282, C002, PG7) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062974 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Ust by registrationnun-6er) I TOTAI.NIIMRFR INVOI.VPF) I N793TA • ENGINES I TOTAI.NIIMRFR INVOI WI) 7. • MAKES) PRATT & WHITNEY ITI 5D-5 SERIAL NO. PCE-3A0256 PCE-3A0257 PROPELLERS I TOTAL NIINIRFR INVOI VFD MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIJAARFR ENVOI VFD LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1.96) (0052-00-5824000) EFTA00012943
tz• • EFTA00012944
0 0 0 0 0 0 0 2 6 7 4 .. • R 0 6 2 9 7 FAA ASSIGNMENT CONVEYANCE R4RDED This FAA Assignment (this "Agreement") is made as of the 22 day of September, 2003 (the "Effective Date") by and among Bank of America, National Associakn as Administrative Agent (the "Original Agent"), Raytheon Aircr414328ortgvagesidirp%r n, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,. .a cptflaware corporation ("GARC"). RECITALS: ADMIlflSTRATION A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 03aLfA.0 15(9 WI* et 6' IDS EFTA00012945
FILL;) ,Vali FAA AIRCSilFT P-.1;1'31,:rrirm rsR 803 SEP 23 PM 2 98 OKLAhOm.:,. CITY OKLAHOMA EFTA00012946
0 0 0 0 0 0 0 2 6 7 5 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Goveming Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012947
EFTA00012948
0 0 0 0 0 0 0 2 6 7 6 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. -3- 1274909v6 EFTA00012949
EFTA00012950
0 0 0 0 0 0 0 2 6 7 7 • • -7 ANNEX 1 Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-Oaircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. • EACH OF WHICH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER EFTA00012951
-3 6EATIMATE certify that I have compared this nt with the original instrument and it is n co test doov of said on Mal. V110:4171NO All , 86 Z hid £2 d3S z . LA7SOLiV vied EFTA00012952
• -, 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 FAA ASSIGNMENT SEE CONVEYANCE G000258, C013, PGI) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062973 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOI YR) I N793TA • ENGINES I TOTAL NIIMRFR INVOI wn 2 MAKE(S) PRATT & WHITNEY JTISD-5 SERIAL NO. PCE-JA0256 PCE-JA0257 PROPELLERS I TOTAI. NIIMRFR INVOI VFI) MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS I TOTAL NIIMRFR MVO! WO LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00012953
EFTA00012954
0 0 0 0 0 0 2 6 7 8 R 0 6 2 9 7 3 FAA ASSIGNMENT CONVEYANCE TACORDED This FAA Assignment (this "Agreement") is made as of the 0, 0,, rday of September, 2003 (the "Effective Date") by and among Bank of America, National Aswsiakon,flas Administrative Agent (the "Original Agent"), Raytheon Aircraft 4 learAlgt.s9 CcreSbralidie a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a ,Delaware corporation ("GARC"). ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 2“5.t5t) 91(13103 EFTA00012955
PLED !MN FAA AIRCR4F7 :-El:: :17.;.171::11 2503 SEP 23 PP1 2 98 OKLAHO.i.k CITY OKLAHOMA EFTA00012956
0 0 0 0 0 0 0 2 6 7 9 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012957
EFTA00012958
000 0 0 00 9. 6 30 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. -3- 1274909v6 EFTA00012959
EFTA00012960
• . . 0 0 0 0 0 0 0 2 6 3 I ANNEX 1 Security Agreement dated September 25, 2001, between , as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated September 25, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated September 25, 2001, recorded by the Federal Aviation Administration on November 27, 2001, as Conveyance No. G000258 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-5i6aircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. EACH OF WHICH IS CAPABLE AT OFD PRODUCING 750 OR MORE RE TAKEOFF HORSEPOWER EFTA00012961
Afficp.F.:-LEP....ffiTH FAA • `" ILITIcni en 2003 SEP 23 pri 2 if 8 OKLAriont, CITY OKLAHOMA .00•10390 o pue luaLurutos mlsut.isto590 otp um* wousinsu‘ a °nett Mil 1•0190 /,Q8104 Q9184 s peledu 91'001181g • -ir• • .01 • EFTA00012962
•., 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 FAA ASSIGNMENT SEE CONVEYANCE 5118267, C018, PG I ) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062972 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL . NIIMRFR INVOI vrn I N793TA ENGINES I TOTAL. NIIMRFR INVOLVED 2 MAKE(S) PRATT & WHITNEY JT I 5D-5 SERIAL NO. PCE-JA0256 PCE-JA0257 PROPELLERS I TOTAL. NIIMRFR !NM VFO MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR R4VOI vFn LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (1-96)(0052-00-582-6000) EFTA00012963
EFTA00012964
0 0 0 0 0 0 0 2 6 8 2 R 0 6 2 9 7 2 FAA ASSIGNMENT CONVEYANCE A WS, ORD ED This FAA Assignment (this "Agreement") is made as of the f t( day of September, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheon Aircraft 24pgf4bg9 CailoatiA a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware . corporation ("GARC"). , , . AV i AT i N ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. cots cuice. c_st/Z us.bo Osa (Du\ la:atiq °I1a3103 EFTA00012965
'.71711 FAA AIROFt.V"i ..t.frn7 ;ATINI ce 2003 SEP 23 P19 2 98 OKLA.I4M,A CITY OKLAHOMA EFTA00012966
0 0 0 0 0 0 0 2 6 3 3 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 EFTA00012967
s EFTA00012968
4 0 0 0 0 0 0 2 6 4 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. -3- 1274909v6 EFTA00012969
., • EFTA00012970
0 0 0 9 0 0 0 2 6 8 5 ANNEX 1 Security Agreement dated January 14, 2002 between Samair, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, recorded by the Federal Aviation Administration on March 6, 2002, as Conveyance No. SI18267 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-5tircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. * EACH OF Wi itH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER EFTA00012971
PLED 'MTH FAA AITICRAYT 2013 SEP 23 PFI 2 48 On..A;i:...;.:1 CITY OKLAHOMA we3 &wet) akV9Idi+egg N EFTA00012972
9 4 9 FORM APPROVED OMB No. 2120-0042 r37 VeghTr i&Wir.tic.A DEPARTMENT OF TRANSPORTATION *HillogItiaiVIATiOrs AomitesistAricel-MUCE ISOKRONEY AIERONAISTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE Ft STEP 29 2003 . ..• UNITED STATES N 793TA REGISTRATION NUMBER AIRCRAFT MANUFACTURER E MODEL - Raytheon 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY - TYPE OF REGISTRATION (Check one box) (51 4. Co-owner O 5. Gov't. a 1. Individual O 2. Partnership O 3. Corporation is 8. m-Citinn NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 11.) Edward J. Rappa 3.125% of 100% Illik See Attachment C40--*-Cro t:Y- tCi-Oi) TELEPHONE NUMBER: ( ) ADDRESS (Permanent rnailing_e4dress_for MIA applicant listed.) c/o Fix ht u. mons, LLC Number and street: Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A 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 IS, Sec. 1001). 0 CERTIFICATION CHANGE OF ADDRESS this application. by fine and I or imprisonment corporations) ) or- UWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant, who is a citizen (including of the United States. (For writing trust, give name of trustee: CHECK ONE AS APPROPRIATE: or Form 1-551) No a. O A resident afore. with alien registration (Form 1-151 b. O A non-citizen corporation organized and doing business and said aircraft is based and primarily used in inspection at under the laws of (state) the United States. Records or dem hours are available for Administration. side t1 necessary. (2) That the aircraft is not registered under the. laws of any That legal Is attached or has been foreign country: and filed with the Federal Aviation n. Use reverse (3) evidence of ownership esident of .tions, LLC DATE `j45-63 as Attorney-Ism Edward J. Rappa - \ \ DATE NOTE Pending receipt of 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 carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00012973
ni Pr) "" r" P. 61/4 '03 fill? 28 Arl 9 21 EFTA00012974
0 0 0 0 0 0 0 0 9 5 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d iceirepj a s- -0-5 Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 • 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Signatures: Owning an undivided Interest of: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Title: sident of lions, LLC Attorney-in-Fact 7,9,10 sident of n Travel Air Acting as Attomey-in-Fact #3,5,8 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 Date: 541-03 By signing above, the appbcant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the -Application-), (II) that 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 original, but all such counterparts shall together constitute but one and the same application. EFTA00012975
VI4Oli v 1510 A113 "!.: -71NO 13 6 WU 83 AIN CO. EFTA00012976
0 0 0 0 0 0 0 0 9 S I ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION data S -t9 -03 Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 1.) 2.) 3.) 4.) 5.) • Name of Applicant: Owning an undivided Interest of: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Signatures: 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 Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact 41,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 By siring 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 currect as of this date, and (Ill) theApplication may be executed by the co-owners by executing separate oounterpart 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. EFTA00012977
FILED' 'TIA FA A '03 NY 28 fit'l 9 21 OKL LiIOHA 4 • - • . EFTA00012978
0 0 0 0 0 0 0 0 9 4 8 vED UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE RECORDED EP 29 PEI 3 33 ti .., ; , ,;:i1ON MINISTRATION Writo In is F Do Not OR FAA US Th E ONLY LY 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: 2003 S UNITED STATES L. REGISTRATION AL NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 25T" DAY OF APR., 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.) EDWARD J. RAPPA 3.125% OF 100% NEW YORK, NY 10017 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 251" DAY OF APR., 2003. SELLER NAME (S) OF SELL: TITLE (TYPED OR PRINTED) YPED OR PRINTED) FLIGHT OPTIONS, L E 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 031481015495 85.00 05/28/2003 EFTA00012979
Vi401i71)10 Al n •!tlyo 12 6 W 11Z AEU CO. (14714 EFTA00012980
FORM APPROVED OMB No. 2120-0042 -tip-a-rto-,:v-Ams at AMERICA DVIPARTMENT d?-ranshpordiTrioN fi re. TEOCRAt AVIATION ADIONISTRATION-INIKE NONRONET AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE SO LCIM UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER 6 MODEL Raytheon 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) OF 4. Co-owner O 5. Gov't. O 8. hicwb-elliz.en O 1. Individual • 2. Partnership O 3. Corporation Coryorat NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give test name. first name, and middle Initial.) 0 11.) Flight Options, LLC 3.12 % of 100% (:See Attachment Agljr&ed ck-cc)-TIY.!5 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) Number and street: Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 O CHECK HERE IF YOU ARE ONLY ATTENTION! Read the following statement This portion MUST A false or dishonest answer to any question In this application (U.S. Code, Tina 18. Sec. 1001). REPORTING A before signing be completed. may be grounds for punishment CHANGE OF ADDRESS this application. by fine and / or imprisonment corporations) ) Or 4. CERTIFICATION I/WE CERTIFY: (I) That the above aircraft Is owned by the undersigned applicant. who is a citizen (including of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: or Form 1-551) No. a. 0 A resident alien, witti alien registration (Form 1-151 b. 0 A non-citizen corporation organized and doing business and said aircraft is based and primarily used in inspection at under the laws of (state) the United States. Records or flight hours are evadable for Administration. side it necessary. (2) That the aircraft is not registered under the laws of any (3) That legal evidence of ownership is attached or has been NOTE: If executed for co-ownership all applicants • foreign Country: and Med with the Federal Aviation must sign. Use reverse Vice President ght Options, of LLC DATE ..,...tt}C).7.5 AN irry \ DATE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which lime the PINK copy of this application must be carried in the aircraft. sat AC Form 8050.1 (12/90) (0052.00-628.9007) Supersedes Previous p:litioo. .)4A/ 11CA E XTENDE DAYS r K4 EFTA00012981
• b-101,: : 13.30 `eC•WI 1:4.0 EIS II Isl'a CI. Ilf11:1 £.(3 1.19 140% 3,..•4 t-132:1.W.i'd I. ICI ).10111•4 EFTA00012982
0 0 0 0 0 0 0 0 6 3 3 • ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 81.0.jka Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Name ofApplicant: Signatures: Owning an undivided Interest of: Address: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,2.4.6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,8 Vice President of Flight Options, LLC for # 11 Lk:3re 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 'Applications). (II) that all of the information set forth on the Application is true and current 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. EFTA00012983
• • • EFTA00012984
0 0 0 0.0 0 0 0 6 3 /4 1.) 2.) 3.) 4.) 5.) 6.). 7.) 8.1k 9. 10.) 11.) 12.) 13.) 14.) 15.) • Name of Applicant: ATTACHMENT TO AIRCRAFT REpfSTARATION APPLICATION dia**, ttyO3, Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Interest of: Address: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% le: e President of ght Options, LLC ting as Attorney-in-Fact e President of ytheon Travel Air Acting as Attorney-in-Fact #3,5,8 Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Date: 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 alt 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 shalt be an original, but all such counterparts shall together constitute but one and the same application. EFTA00012985
VI/I0W:V41Y0 .0 1O33 Vt;C•14• 06 ZI 131d 0t tali tag HOIL14?.1.V.: Ti 'IV?, • EFTA00012986
FORM APPROVED 0 0 0 0 0 0 0 0 6 1 I ,o UNITED STATES OF AMERICA ruocJ U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONJEYANCE i t, °9 PR 3 33 , ,. p. ii I, TION Not In This Do FOR Write FAA USE Block ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE RE:',CRDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP ' UNITED STATES REGISTRATION I-Lr.,:-; NUMBER N793TA ADMIIiISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19m DAY OF MAR., 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.) MCHALE-MATTSSON INTERESTS, LLC 3.125% OF 100% A TEXAS LIMITED LIABILITY COMPANY AUSTIN, TX 78731 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 191H DAY OF MAR., 2003. SELLER NAME (S) OF SELL TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) FLIGHT OPTIONS, L ICE 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 EFTA00012987
• Vti013711.',11 A3.10 V1- 6SIIWU 13I tr:18 CD, 14011.:1111::' 3: 1)..• . EFTA00012988
0 0 0 0 0 0 0 0 6 E5 0 cbga 5.!:{ftkl APPROVED UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE OWE. (OiCE AD PM 3 33 •vir ION TRATI0N This Block Do Not Write In FOR FAA USE ONLY R11eC FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT K§ 1,1 up 23 CRIBED AS FOLLOWS: DE( . UNITED STATES REGISTRATION ADbIltilt-., NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19TH DAY OF MAR., 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.) FLIGHT OPTIONS LLC 6.25% OF 100% 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 19" OF MAR., 2003. SELLER NAME (S) OF SEL (TYPED OR PRINTE • TITLE (TYPED OR PRINTED) OSF INTERNATION VICE PRESIDENT OF INC. FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR OSE INTERNATIONAL, INC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 031001207149 $5.00 04/10/2003 EFTA00012989
A1iO V:ii.-41V1)10 LS II UV CI 8d9 CO. a Hof LT 11.11:0311 1:IVUOblV V V .4 C1311.4 EFTA00012990
MAY-19-2003 02:13 pip tysitrEirtr cro c 3 2 445 . .0 0 0 0 0 0- o O I 4 0 688 3712 P.01 R 0 6 2 9 6 8 BILL OF SALE AMENDMENT The Bill of Sale Identified in the FAA records as follows: Dated: 12-31-01 Recorded: 2-5-02 Document#: UU032664 CONVEYANCE RECOIIDED 2003 SEP 29 PM 3 31 .,NATION ADMINISTRATION The undersigned parties hereby amend the above described Bill of Sale document covering the following aircraft: N793TA Make: Raytheon Model: 400A Serial Number: RK-244 BEE RECORDED CONVEYANCE NUMBER u 0 3 2_464 DOC ID rev4 PAGE „5" THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER en ell\Q) Dated this c't ok day of ax,Lk , 2003 SELLER: Magnatech International, L.P. Title: \1Cfr.,• SSeScAOF - oNkk\f*-on_.-cy-aqc Ip_c\,- etc c0.6\--7-ilf\rcelek • PURCHASER: Raytheon Travel Air Company Vice President 032031719171 3.00 07/77/7001 EFTA00012991
r• . I vi) 0 VIA,0,1..111.111," tikoliV1NO A120 zz lap tot2 ADO vi•yoliv7)10 13 62 C 1dd 62 911y tee? " •-• as N011tiliiSiO3i11.-INOUIV tivd HAI1.! 031- Li EFTA00012992
U.S. DEPARTMENT 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 14, 2002 FROM SAMAIR INC (6.25% INTEREST) RAYTHEON AIRCRAFT CREDIT CORP (ASSIGNOR) DOCUMENT NO. 5118267 TO OR ASSIGNED TO RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR) BANK OF AMERICA NA (ASSIGNEE) DATE• RECORDED March 6, 2002 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED 1 N793TA • ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) PRATT & WHITNEY PW-)T15D-5 SERIAL NO. PCE-JA0256 PCE-IA0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) . SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC FORM 8050-23 (1-96) (0052-00-5824000) EFTA00012993
EFTA00012994
Olt • • RACC SECURITY AGREEMENT 3 0 0 0 0 0 006 7 9 copy s118267 Raytheon Aircraft Credit Corporation CONVEYANCE RECORDED 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by Samair, Inc. (hereinafter referred to as Papbillg urgler MT 3 17 certain Promissory Note (hereinafter 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 Debt" pichRA O terT 0 N direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor gray §,p, to security interest in the following property and in all additions and accessions thereto and 3610 tit 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-244, Registration Number N793TA (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): PCE-JA0256; Serial Number (R): PCE-JA0257, 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. All 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 Governing 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 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 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 pre 6 flaim, or take any action to collect or enforce the payment of any amounts which may have bets noraihich it may be entitled at any time or times. SAMAIR, INC. - Beechjet 400A. Jan-02 EFTA00012995
FILED TIT:i FAA • •- • 7:I.1.11C. Sr: '02 FEB 7 PR 1 24 01:LAIT.),IA CITY OKLAHOMA EFTA00012996
0 0 0 0 0 0 0 0i a.- /..0 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 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. Subject to the Goveming 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 manufacturers 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 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. 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 breath of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish 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. Debtors 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 Debtors 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 SAMAIR, INC. - Beechjet 400A, Jan-02 EFTA00012997
EFTA00012998
3 0 0 0 0 0 0 0 6 • 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 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 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 SAMAIR. INC. - Beecliet 40DA. Jan.02 EFTA00012999
. .c.4;714: EFTA00013000
Lake Mary, FL 32746 • ari-1 -02 12:50ra Fru-Raytheon Ai rcraft, 0 0 s -;+3167163726 3 0 0 0 U T-105 P.011/011 F-202 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. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement. All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, 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. 17. Assignment. RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or 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. 18. Entire Agreement. This Security Agreement, the Promissory Note and the Governing Documents 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. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS Alit 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. Rti day of imr " 2002, at Wichita, Kansas. Debtor N/A N/A (signature) (titte) Address: N/A RAYTHEON AIRCRAFT CREDIT CORPORATION By: "RACC" David A. Davis, Vice President SAMAR. INC. - Beerhjet 400A. Jan-02 EFTA00013001
• cfrt:1(b. 1/904V:11'.0 X110 • 6Z T. Wd L 833 ZO. (1310. EFTA00013002
9 .0 0 0 0 0 0 0 6 3 FAA_ASSIGN1V1ENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer"). W I TNESSETE: WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer, WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of January 15. 2002 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. EFTA00013003
1":"7-1 FA A : . • - : • '02 FEB 7 Pll 1 24 •.A CITY OKLAhOMA EFTA00013004
300003 0 0 61 i 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. Dated: January 15. 2002 2 EFTA00013005
i: cf EFTA00013006
0 0 0 0 0 0 0 0 6 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WITNESSETH WHEREAS, pursuant to that certain contract (the "Contract), the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "acraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: EFTA00013007
q EFTA00013008
0 0 0 0 0 0 0 0 6 3 go2-3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January 15, 2002 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 2 EFTA00013009
..cf o a EFTA00013010









