(c) The Mortgagee, to the extent permitted by law, may from time to time adjourn 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 Appraisement. etc. The Grantor agrees, to the fullest extent that it lawftilly 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 tams of the Credit and Security Agreement. 6.7 Delay or Ornissiom_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 instrtunent or document evidencing any obligation or the production thereof in any proceeding. - 12 Ceti 199 50861 30-5.06649107/2 SDNY_GM_02761425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248347 EFTA01331865
I SDNY_GM_02761426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248348 EFTA01331866
6.8 Mortearee'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 ugreements 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 Dereastration. 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 Mortgagee, (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 - C11199 S086130.7.066491.0= SDNY_GM_02761427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248349 EFTA01331867
SDNY GM 02761428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248350 EFTA01331868
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 "I demnified 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 a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full 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 as 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 - CHI99 5016130.5.066497M2 • SDNY_GM_02761429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248351 EFTA01331869
SDNY_GM_02761430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248352 EFTA01331870
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 COtttENIENS. (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 IN 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 ono 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 - 0109 508613044664910M SDNY_GM_02761431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248353 EFTA01331871
SDNY_GM_02761432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248354 EFTA01331872
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: C z.---- --- Name: edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02761433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248355 EFTA01331873
SONY GM 02761434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248356 EFTA01331874
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, LW By: Name: Edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LIX By: Name: Bret Wiew Title: Vice President SDNY_GM_02761435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248357 EFTA01331875
SDNYGM02761436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248358 EFTA01331876
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 RK-244 PRATT& WHITNEY CANADA YEI 5D-5 PCE4A0256•• 1150% RAYTHEON AIRCRAFT COMPANY model 400A N493LX RK-244 PRATT& WHITNEY CANADA III 5D-5 PCE-JA0257•• t2.50% Each of viNch Egging is cap e of 1750lba or more or hmsl r hn 550 arca rated lnkeorl rsepower or me egwvdent thereof. •Described es model IFI5D SERIES with serial numbers lA0Im am mann on me Intonational Registry dreg down ••Airaaf used herein references Grantor's undivided IUD% i-iterest in tiro Altman and Engines based opon "Fractional lamest" 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 WellLFa o Bank No it. . ki. ntstee on 02/16/2010 and filed with the FAA D (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. SDNY_GM_02761437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248359 EFTA01331877
I SONY GM 02761438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248360 EFTA01331878
Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CH19930861304.066497.0072 SDNY_GM_02761439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248361 EFTA01331879
V1-1011V 1 :10 1. IQ *:itoli pL tild $3 lfic D1OZ 31;317 C.3113 SDNY_GM_02761440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248362 EFTA01331880
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870 ORIG DOC ID 9195 FFR 7/8/10 RETD IATS SDNY_GM_0276,141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248363 EFTA01331881
SDNY GM 02761442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248364 EFTA01331882
FORM APPROVED OMB No 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ntorpuu. —not rcommnitalteleirlee Ieerengierr agettasimmem. CORER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE m ii 4931i UNITED STATES REGISTRATION NUMBER IJ eg C_ AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Conpany 400A z 2 C AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY C TYPE OF REGISTRATION (Check one boa) h C O 1. Individual O 2. Partnership O 3. COrperettien JO 4. Co-owner O 5. Govt O B. Car tianann E NAME OF APPLICANT (Penten(e) shown On evidence at ownership. If Individual. give last nun*: first name and middle (SW.) 1.) Shadtka Air, Inc. 6.25% of 100% III C SeeAttachrrent ota-i-exl -1 --- (it— I O) TELEPHONE NUMBER: ( ) ADDRESS mail Pi t) (If P.O. BOX Is used, physics/ address must also be shown.) (Permanent Val _applicant c/o: 1 t tions, LLL Number and street 26180 Curtiss-Wright Parkway Rural Route: PO Box' CITY Richmond Heights STATE OH ZIP CODE 44143 LJ CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Read the following statement before signing this application. This portion MUST be completed. A Min or di at",11091 answer to any question in thin application may be rounds for punishment by fine and/or imprisonment (U.S. Code. Title le. Sec. 1001) - III CERTIFICATION VINE CERTIFY: (I) That the above aircraft is owned by the undursgned applicant. who is a onion (including comorauon.) of Ihe United Staters (Poe wrens truM. give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien reglataWan (Form 1-151 or Fonn 1-661) No. b. 6 A non-citizen corporation organized and doing business under the taws of (stale) Del aware and said natr aft26-1so' ellrPertk*-11/rieffilef ,22161fielcr RV .nrbff'441211 kw (2) That the aircraft Is not registered under the laws of any foreign oountry. and (3) That regal evidence of ownership is attached or hes been filed with the Federal Aviation Actinic. attrition NOTE: If executed to 00-Ownership all applicants Murat Sign. Uso reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE . 6m= I§ g A(,.. SK3NATURE TIME V P Whole A/C Sales & Aftftsitions of FLIGHT OPTIONS, LLC TITLE ting as Attorney-In -haw& for Shrdtka Air, Inc. —1 -21C- 1 6 DATE SIGNATURE Edward T. McDonald SIGNATURE TITLE 1A - k NOTE Pending receipt of the Certificate of Aircraft ReplairatIce. the almraft may be operated for a period not in excess of 90 days, during :Alegi time the PINK copy of this application mutt be rod in ihs ellebrah AC Form 8050-1 (5/03) (0052-00-828-9007) SDNY_GM_02781443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248365 EFTA01331883
`4 HOW; 111O 1rONAV 1'71O • Ca ‘1\ a rcl -1c\C tV2, tio. 14O 1'1 LS113115 3".; 11;3111'4 \.? r2. \A l.\ fa O311A SDNY_GM_02761444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248366 EFTA01331884
ATTACHMENT TO AIRCRAFT REGISTRATION 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Reg #: Model: S/Nti: Name of Applicant: APPLICATION aciRA 1-1-10 N493LX Address: Raytheon Aircraft Company 400A RIC-244 Owning an undivided Interest of: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original loan hereto Robert L. Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Marm Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Original form hereto Flight Options, LLC 12.50% of 100% Shown on Original form hereto Signatures: Title: Date: Edward T. McDonald 'Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6.7,6,9,10.11.12,13.14.15 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 By signing above, the applicaM agrees and stipulates (I) to the tem. condibons and certification of the AC Form 6050-1 Aircraft Registration Application, to which MIs page 4 attached (the -ApplIcationt (II) that all or the Information sot forth on the Appbcetlon 4 true and correct as of this dale, and (III) the Application may be executed by the co-owners by exect4P9 separate counterpart Signature pages. each of which when so executed and delivered shall be an original. but all such counlerpans snail together censthrle but one and the tame application. SDNY_GM_02761445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248367 EFTA01331885
7L101.11140 A AID V;I:INV 1)10 OT C Wd 8 inr oiot 1.3':E1D 17 ."12 0311i SDNY_GM_02761446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248368 EFTA01331886
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA IL t IFPARDIENI IF MAISPIITABIll FMK AMA MI ISIMMITLMIN AIRCRAFT BILL OF SALE o0 o 0 0 2 m 1 a 1 c •.).7. i) 0 8 r4 ii co v Do Not Writs In This Block K FOR FM USE ONLY 'n 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 MANUFACTURER & MODEL RAYTHEON 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: re HQ S O tZ M 0. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE tAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., 01-1 44143 101891532438 $5.00 07)08/2010 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 167}1 OF FEB., 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) WELLS FARGO BANK a. - V P of Whole Aircraft Sales & NORTHWEST, N.A. - Acquisitions of TRUSTEE EDWARD T. MCDONALD FLIGHT OPTIONS, LLC Acting as Attorney-in-Fact for WELLS FARGO BANK NORTHWEST, N.A.- TRUSTEE ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL tAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248369 EFTA01331887
VW0HY1)10 A ilD V4.10)O;1)10 OT C 1J8 9 inr ne H]I1V8is"381.lV 8081V V214.11M 03113 SDNY_GM_02761448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248370 EFTA01331888
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 1) and (ii) discharges the international interests created by the Mortgages and represented by the International Registry File Numbers described on Annex I. Dated: AiL i _ , 2010 [The remainder of this page is intentionally left blank] 8 SI O 0 3 a C L O N A DT SDNY_GM_02761449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024837I EFTA01331889
vuown't°10 A .1.13 quow/i 60 lcl 2, IT 010Z )3.v.` 1:...D321 1,V 1110t Y; "Iti 30 (13-1 SDNY_GM_02761450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248372 EFTA01331890
IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By:. Name: Bret Wiener Title: Vice President • SDNY_GM_02761451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248373 EFTA01331891
Annex I To Release Page 1 Atte One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Wistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 4004 with serial number RK-244) and U.S. Registration No. N49314X. Entices Two (2) Pratt & Whi8pqg Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers ECE-JA0236 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTISD SERIES with serial numbers JA0254-and M0257) (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, LW, as Mortgagee 03/20/09 VH0H A113 ii-OV.0 04/01/09 O80 1 NO LA001848 322997 323003 323001 60 £ Wel ativeWthigalortgages"). tie rime A3S LP/ Deli 4V3 HUM (13113 SDNY_GM_02761452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248374 EFTA01331892
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 SDNY_CPO_02761453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248375 EFTA01331893
SDNY_GM_02761454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248376 EFTA01331894
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NNUM: 4931.X SEIUAL NUM: MFR : MODEL: AIR CARRIER: This form is to be used in cases vitae 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 invol td. 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: Total Spare Paris AFS.750-23R (OM) SDNY_GM_02761455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248377 EFTA01331895
SDNY_GM_02761456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248378 EFTA01331896
FORM APPROVED OMB No. 2120.0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PatiWAAL AVIATOR ApilliNNITRATIOM-SIOCII NONSICINEY AJESCIUAUTCAL abli131 AIRCRAFT REGISTRATION APPLICATOR § CERT. ISSUE DATE 'C Zt UNITED STATES II REGISTRATION NUMBER 493LX C (. AIRCRAFT MANUFACTURER S MODEL Raytheon Aircraft Company 400A c 1 AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY E. C TYPE OF REGISTRATION (Cheek a box) .C.! K O 1. IndlTdUill 0 2. Partnership 0 3. Corporation Igi 4. Co-owner O 5. Gov't. O EL lidnalzdn C Corporation E NAME OF APPLICANT (Polvon(s) shown on evIdenell of ownership. If incevklual. give last name. and name. and coddle Initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% III See Attachment ei o ted 1- Kt-ID) TELEPHONE NUMBER: ( ) ADDRESS (trait rnallIng_Brirress bailee' epplicant listod.)(Il P.O. BOX Is used. physical Halmos must also be shown.) Flight Options, LLC Number anti street: 26180 Curtiss-Wright Parkway Rural Route: P.O. Boa: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A Istse or dielleneat near to any question In OILS application may be grounds for punishment by fine and / of Imprisonment (U.S. Coda Title IS. Sec. 1001). 41110 CERTIFICATION IIWE CERTIFY. (I) Thal to Caen &MUIR IS owned 01, the undersigned aPplicant. who is s cation (gnawing oCuperratiOntll of the United States. (For voting mut give name or suttee: I C. CHECK ONE AS APPROPRIATE: a. 0 A reeldent alien. with Wien ragIstrallon (Form 1.151 or Form 1-551) No aware b. IZKA nonaltIzen °atop:aeon organized and doing Wellston under the laws of (stale) . rLdpeetara natner CIVEkittliri 4ht* PIM .?"Ricihrientrlitti•hreiregile lc.' (2) That the Sand, Is not registered under the laws any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the sedwal Avieuon Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V P of Whole Aircraft ghles li.t C----- -- & Acquisitions of Flight Options, LLC 6 a SIGNATURE Tons acting as Attorney -In-Wt i1 Edward T. McDonald for Air Ghislaine, Inc. 1 -let-it) 2 SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registrations the aircraft may be operated km a period not In axone et 90 days. doting which lime the PINK copy of Olt aPPlialtiCin must be owned In the aircraft AC Form 8050-I (5/03) (0052-00-e28-9007) SDNY_GM_02761457 N 1 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248379 EFTA01331897
ViNONV1No 1110 VIN0HV-O,0 CS i Lid 61 010Z ae N0LLVILLSI0DU JAVU0LIIV VVA H.LIM G311A SDNY_GM_02761458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248380 EFTA01331898
ATTACHMENT TO AIRCFtAFT,REGISTRATIO14 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) 17.) Reg ft: Model: SMS: Name of Applicant APPLICATION 044-V4,4 N4931X Address: Raytheon Aircraft Company 400A RK-244 Owning an undivided Interest of: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emeril Alr, LLC 6.26% of 100% Shown on Original form hereto Air Leader. Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 6.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. ConwIll, IV 3.126% of 100% Shown on Original form hereto Marm Partners, LLC 6.26% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto LU Corp. 8.26% of 100% Shown on Original form hereto Flight Options, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Edward T. McDonald Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for 02,3,4,5,8,7&,9,10,11,1Z13,14,15.18 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signing above, the volition agrees and stipulates (I) to the tams, 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 Mformation set forth a the APPlicalon Is true and correct as of this date. and (III) the Apptcation may be executed by the co-owners by exeCutrg separate counterpart signature pages, eadi of which when so executed and delivered shall be an orighel, but as such counterparts shal together constii/At but one and the same applcatiors SDNY_GM_02761459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248381 EFTA01331899
MOWN() ALIO VWOHIMIO £S bid 6INdPOIOZ a9 NOLLMESIO3e11.02101JIV HIIM 03111 SDNY_GM_02761460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248382 EFTA01331900
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367 TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP SDNYCPO02761461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248383 EFTA01331901
SDNY_GM_02761462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248384 EFTA01331902
FORM APPROVED OMB NO. 2120-CO42 UNITED STATES OF AMERICA U. S. TEPAITINNI OF TIMISPIRTANN MAL AVIATION MINISTRATION AIRCRAFT BILL OF SALE 100191418128 55.00 01/19/2010 Do Not FOR FAA In USE Block Was This 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 IC1 HEREBY SELL, DELIVER IN AND TO TH DAY 05304, 2010 GRANT, TRANSFER AND ALL RIGHTS, TITLE, AND INTERESTS SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) LTA CORP. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS fl '" DAY OF, jail ., 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 -dia--- V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & 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 SDNY_GM_02761463 OO 0 • v . 6 O yr SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248385 EFTA01331903
aB Noliv„ • ti•LS103v VVdifitsi OVA, tfiyollvimo CST Lid 6T NYin 010? SDNY_GM_02761464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248386 EFTA01331904
FORM APPROVED OMB MD. 2120-0042 UNITED STATES OF AMERICA ILL IHMIIIIENI If TRAIMMITMIM MEM MUM MIIIIIIMIINI AIRCRAFT BILL OF SALE o Not Writ Cl FOR FAA s 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 fl TH DAY OFJ4A., 2010 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) ADVANCE BEVERAGE COMPANY, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS ICH DAY OFjak ., 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 t-__-- V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & 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 SDNY_GM_02761465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248387 EFTA01331905
VI1011V1)10 All0 MOHY-DIO CSI lid 61 Nill' 010? aB 110IIVUISIDa liVHOWV Vtid HIM 03114 SDNY_GM_02761466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248358 EFTA01331906
FORM APPROVED OMB No 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION etoestAL AVUMON AlleneliffillaillOseamill eigillinCielltY IMICIMMTCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE 3 UNITED STATES REGISTRATION NUMBER Pi 4411X AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Ccapzuti 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Clock one bcop O 1. InSIVIGUIM O 2. Panne.laep O 3 COMOratiOn RI 4. Co-own- O 5. Gov't. O S. m en NAME OF APPLICANT (Peraon(s) shown on ovklonoo of omminthip. II WSWfoal. give MR nwne. first name, end middle Millen 1.) Air Ghislaine, Inc. 6.25% of 100% IP (-See Attachment ota,ceel ia.--(9-1--oqi TELEPHONE NUMBER:( ) Is be ADDRESS (Permanent adorable for first applicant ailed.) (II P.O. BOX lad. physical address must also shown.) c/o: Flight Options, LLC Number and neat: 26180 Curtiss-Wright Parkway Rural Rotas: P.O. Sot: CITY Richmond Heights STATE OH ZIP CODE 44143 c] CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any mention in this application may be grounds tor punishment by fine and , or imentionmonl (U.S. Code. Title 18. See. 1001). 41111 CERTIFICATION VWE CERTIFY: (1) That the (above aircraft Is owned by the undersigned applicant. who is a dere° (.ncfuding corporations) of the United Stelae (For voting trust. give name of libelee' ). or. CHECK ONE AS APPROPRIATE: a. O A resident seen, with alien registration (Form 1.151 0. Form 1-551) No. b. gi A non-citizen Corporation organized and drenObusinsss under Me laws of (state) Delaware LT:0 = n? ) DI2618treokent-PirfattMSIMPINtic.ntt h7C1-n 2att I°' (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 fried with the Federal Aviation AfillOIMSO OOP, . NOTE: If executed for co-ownership all applicants must sign. Use remorse side if necessary. TYPE 0 P IN NA E OW SIGNATURE Il - SI T R TITLE V P of Sales & MarketinrM of Flight Options, LLC o7c)/ —Oq SIONAT Joh RE J. lein "ME acting as Attorney-In--OM for Air Ghislaine, Inc. SIONA RE TITLE DATE NOTE Pending receipt ol the Canalcale of Aircraft Registration. the Siretaft may be operated 1 or a period not in excess 0 00 days. during which time the RINK copy of this application " is. I. Gored In the °act*" AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02781487 D '4 .3 a SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248389 EFTA01331907
• . • ' • • • . • .• "..1 • • . •• ."•.! • • t.. • " • • . . •• . Viv0HVMO Apo 'lig Offirl>1.0:. ; ' 79.! ;4:et:a • ra o3o-stoii.' 'c 74: . . NOLLVyl$1331.14..1V8081! ;Az; . • • VV.4 11M arild • • " SDNY_GM_02761468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248390 EFTA01331908
ATTACHMENT TO AIRCRAFT, REGISTRATION APPUCATION Mika cW-07 Reg #: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Owning an undivided interest of: Address: Southeastern Mills, Inc. 1260% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emeril Air, LLC 6.26% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest N. A. - Trustee 6.26% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 8.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto Maim Partners, LLC 6.26% of 100% Shown on Original form hereto Flight Options, LLC 18.75% of 100% Shown on Original form hereto Signatures: Title: Date: Edward-T. McDonald Edward T. McDon V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attomey-in-Fact for #2.3.4,5.8,7,8,9,10.11.12.13,14 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #15 W-O2frog 041-01 By signing above. the applicant agrees and stipulates (i) to the terms. conditions and cretkatkm of the AC Conn 8050.1 Aircraft Registration Application. to wre this page is attached (the -Application"). (II) That all of the information set loith on the Application Is true and curried as of this date. and (III) the application may be executed by the co-owners by executing separate counterpart signature pages. each of whidt when so executed and delivered shall be an original, but all such Counterparts that together constitute but one and the same application. SDNY_GM_02761469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248391 EFTA01331909
Vti0HV1)10 All0 VPI0MN0 sZ OI Wd TZ 330 601)? a° NOIIVa1SJOBS 10VOWY VVJ KUM 03114 SDNY_GM_02761470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248392 EFTA01331910
FORM APPROVED OMB NO. 2120-0012 UNITED STATES OF AMERICA 0 S. OHMTKENT If IIMSFIRTAIIN MAL AIMEE ABNIIIIIATIM AIRCRAFT BILL OF SALE Do Not Wnte In This 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 N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2151-DAY 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 (5). GIVE LAST NAME, FIRST NAME. AND MIME INITIAL) MARM PARTNERS LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, Oil 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 THISalbrbAY OF DEC., 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) FLIGHT OPTIONS, LLC V V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES CF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00.629-0003) Supersedes Previous Edition O O 2 0 0 • 0 0 a C -4 0 0 SDNY_GM_02761471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248393 EFTA01331911
viyouvixo AA/ v;volivuo 62 Or LW re 030 pe He now, instoau 140113afv VV4 rum+ claw/ SDNY_GM_02761472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248394 EFTA01331912
FORM APPROVED C448 NO. 2120.0042 O UNITED STATES OF AMERICA Do Nowmto In This Block FOR FAA USE ONLY i • 8 o 0 4 i 7: I a o a c-• O :I 0 88 l pb)o > K It MFAIII/Mit IF IMNIPMTADIN ITIGIAL AIMMNIVISMIRATION 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 MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS e DAY OF NOV., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ce w 02, R ace D o. NAME AND ADDRESS OF INDMDUAL (5), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 i 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 6" OF NOV., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRIMED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MOUNTVILLE MILLS, Cr.----- - V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. ACKNOWLEDGEMENT (NOT REQURED 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) SupersedO, Previous Edition, SDNY_GM_02761473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248395 EFTA01331913
SDNY_GM_02761474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248396 EFTA01331914
FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA ILL IEMATIENT OF RMSP0RTAMII MOW AVIATINIMAIMSTRARIN AIRCRAFT BILL OF SALE , ( 1 The F Do Not WOW M OR FAA USE ON Mock 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: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-244 DOES THIS 2e 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% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., O14 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) DANIEL 0. CON WILL, IV e- re VP OF WHOLE AIRCRAFT SALES f & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL 0. CONWILL, IV 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 D 0 SDNY_GM_02761475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248397 EFTA01331915
SDNYGM02761476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)248398 EFTA01331916
FORM APPROVED OMB NO. 2120.0042 a UNITED STATES OF AMERICA MI. WARNE/ IIIIIIIMITIMPI RIM AMU AIMINSTRATION AIRCRAFT BILL OF SALE i i Do Not lAhile In This FOR FM USE Blcc.k 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 MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-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 (8). GIVE LAST NAME. FIRST NAME. AND MIDDLE IN(T1AL ) FLIGHT OPTIONS, LLC 9.375% OF I00% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7T11 OF JULY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. AU_ MUST SIGN.) TITLE (TYPED OR PRINTED) PARKS AVIATION, LLC C. V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR PARKS AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248399 EFTA01331917
VH"ViV0 A113 VW0Hvixo 62 °I UV TO 330 gm rig N0UVU1S103111.O8 Vtid HAM 031td SDNY_GM_02761478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248400 EFTA01331918
FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL MINKS aelelasinseite woisnomeT AMOOMAUTICAL =WM/ AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE '9. UNITED STATES REGISTRATION NUMBER N 493LX 2 C AIRCRAFT MANUFACTURER • MODEL Raytheon Aircraft Company 400A a i c AIRCRAFT SERIAL No. ic RK-244 FOR FAA USE ONLY C TYPE OF REGISTRATION (ONCE one bald n D I. Individual O 2. PertnefehiP O 3. COMONSUOil gi 4. Co-owner O 5. Gov't. O 8 . Non-buwa C CORlotnn 2 last Net name, and middle initial.) NAME OF APPLICANT (Person(s) shown on evidence Of Ownefship. if Individual. give name. Iii, 1.) Air Ghislaine, Inc 6.25% of 100% (...!ee Attachment 6(0,1_04 ldvAlock 1) TELEPHONE NUMBER: ( ) P.O. sox is sddresa must also be sholain.) ADDRESS (Permanent ensgentififx for_lirel nee (If used. physical C/O: t Opttgrr Number end street: 26180 Curtiss-Wright Parlasey Rural Route: PO. Sad: CITY Richmond Heights STATE OH 20P 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 Mine or dishonest answer to Any question In this application may be grounds kit punishment by fine and I Of IMPrhatinment (VS. Code. Title III. Sac 100i) el , CERTIFICATION IRIS CERTIFY. (1) That the above aircraft is owned by the undersigned applicant. who to a citizen (including corporations) of the united Slates. (For venni; oust. give name of trustee: I Or CHECK ONE AS APPROPRIATE: a. 0 A resident ahem, with alien nigIstrallon (Form 1-151 or EOM, 1-551) No. b. non-cotton corporation organized and doing badness under the laws of (slate) Delaware SiCA aims and maril used In hed la ReccI111' ilt.. "1 115-1-2411r) 'w x and sa tio d inspec n al (2) That the aircraft is not registered under the laws of any iCireign country: and (3) That legal evidence of ownersNe Is attached of has been Med with Ma Fodorat Aviation Administration. NOTE: II executed for co-ownership all eINSIICants must sign. Use reverse side if necessary. TYPE 0 N ELOW SIGNATURE i— g ,e S B R Tine V P of Sales & Marketi of Flight Options, LLC T ap/it Inj I t4) 0 9 a 3 ii; 65 SIGNATU Joh J. Lein rulaacting as Attorney-in-Famim for Air Ghislaine, Inc. i % en SIGNATU TITLE DATE Regi be for no. in excess of 90 NOTE Pending receipt of the Conifscato of Aircraft tration, the aircraft may operated a period days. during which limo the PINK copy of this OpPatiort must be Canted In the aircraft. AC Ran 80504 (5/03) (0052-00-628-9007) SDNY_GM_02761479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024840 I EFTA01331919
• J. . V14O14V1XO Alla V1-4O14ViNO cp A tic! 9t tooii MB No v SIO3ti iSCAr3 814 :' V VI 1-1.11M O311.4 SDNY_GM_02761480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248402 EFTA01331920
ATTACHMENT TO AIRCRAFTIrCATION APPLICATION Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 1.) Name of Applicant: 2.) Southeastern Mills, Inc. 3.) Ascent II. LLC 4.) Prime Time Associates, LLC 5.) Dockery Leasing Corporation 6.) JHPH, LLC 7.) George H. Davis, Jr. 8.) EmerilAIr, LLC 9.) Air Leader, Inc. Wells Fargo Bank Northwest, N. A. - 10.) Trustee 11.) Mountville Mills, Inc. Robert L. Emery & Dana M. Emery - 12.) Trustees 13.) Two Big Bears, LLC 144 Parks Aviation, LLC 15.) Daniel 0. Conwill, IV 16.) Flight Options, LLC Owning an undivided Interest of: 12.60% of 100% 3.126% of 100% 6.25% of 100% 6.25% of 100% 6.26% of 100% 3.126% of 100% 6.25% of 100% 3.125% of 100% 6.26% of 100% 6.25% of 100% 6.26% of 100% 6.26% of 100% 9.375% of 100% 6.25% of 100% 6 25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: V P of Sales 8 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 8 Marketing of Flight Options, LLC for CB By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certiecsdlon of the AC Form 8050-1 Nivel Registration Application. to which this page is attached (the "Application'). (II) that all of the information set forth on the Applcallon is true and correct as of this dale. and flli) 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 ceicnal. tut all such counterparts shall together constitute tut one and the same applicatIon SDNY_GM_02761481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248403 EFTA01331921
17L4011V1M A 113 VI4OHCI0MO CS I bid I 9I 6001 ae NOLL VILLSID3S Ii 7d3HIV • V. g3 HUM 0311j SDNY_GM_027614112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248404 EFTA01331922
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. flEPMINENT If TRAMPIMATTIN FEDERAL AVIATION AMMIRAITIN AIRCRAFT BILL OF SALE Wnle In This FNot OR FAA USE O Dock Do 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 14T" DAY OF 3tAki ., 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 (5). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, OH 44143 6.25% OF 100% 091971356165 55.00 07/10/2009 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 THISNI " DAY Of 9i,4 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR ERSHIP, AU. MUST SIGN.) TIM (TYPED OR PROMO) Bank of America, N. A., as Administrative Agent . d vr . 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 SDNY_GM_O2761483 L (11 0 0 00 0 X ;3a a 24 0 a pO SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248405 EFTA01331923
141.5fric V HONV 1)10 A113 V NON ViN0 CS it PM 1st 1111 600t 88 NOI1V 8151038 Id V tIDHIV • V Vi 1411M 03113 SDNY_GM_02761484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248406 EFTA01331924
AGENCY DISPLAY OF ESTIMATED BURDEN The Federal Annum Admen(ranee oda:ince thine scents burden for Si. report h.5 boor per rayons. Vote may submit gay connects reentrant the smarmy of an burden estimate er any sugtestIons for ttdmIng Sr hordes so nit Mkt of Maaarmenc and Budget (OM fl) Too wry .he tend comments to Ike Peden I Miblielk Adaitilltntlien. Ana., Registry. P.O. Bot 23501. Oldaleeena CHB OK 73125-0504 AtItabiln: CAM number II/04042 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Aircraft Registration Branch P.O. Box 25504 Oklahoma Clty,OK 731234504 CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT (Fractional Interest) Aircraft Manufacturer and Model Ravthoon Aircraft Company. 400A Aircraft serial number RK•244 FAA registration number N79 TA bra At4CIW 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 manufactures serial number RK-244, United States Registration No. N493LX (formerly N793TA), and two (2) Pratt & Whitney Canada model JT15D-5 (described as PRATT & WFIITNEY CANADA model 3T150 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 1A0256 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 IS. 2002, collectively recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. S118267. 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 IS, 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 cenifies 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 inoolved was not recorded with the Aircraft Registration Brunch. the original or certified true cm should accoropxn this rem ro.,te of repocresuon. Vice-President Tide Q. Date/ It\I ?coy 091971356165 $15.00 07/16/2009 B SDNY_GM_027614135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 t O 3 a 8 • 8 a • EFTA_00248407 EFTA01331925
VHOW.V 1 WO All3 Vii0H VINO 29 T. IJcI 91 -ifir 6002 ?la N011 I/ 7115103d 14 V tQiI/V V VA HIM 03113 SDNY_GM_02761486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248408 EFTA01331926
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633 SEE DEC CONY N 5118267, CO18, PG 1, ET AL SDNY_GM_02761487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248409 EFTA01331927
SDNY_GM_02761488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248410 EFTA01331928
I hereby certify this Issttutt exact c ot e eati/ re na e e cetSC. LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE Raytheon Aircraft Company Model 400A Manufacturer's Serial No. RK-244 Registration No._ N493LX Engine Make and Model Pratt JI15D Engine Serial Nos. pre-„w12% a PCP4A0257 Propeller Make and Model N/A_ Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated January 14 2002 , with Snmair • Inc. as Debtor, recorded by the Federal Aviation Administration on march 4, 7nn? , , as Conveyance No. S118267* ,which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of capromhar 99 , 2003 recorded by the FAA on September 79, 200% es Conveyance No. nneoe72 , hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 114 day of hi y , 2009 *and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION Corporation to Raytheon Aircraft Receivables As ArminvRA Corporation' by FAA Assignment dated S TIVE AGENT . , 1/14/02, further assigned to Bank of America , National Association as Adminstrative By: Agent, collectively recorded by the FM on 3/6/2002 as Conveyance No. S118267.." Kathleen M. Carry,'V e President BA018,0 .ne unotrstgr.cd as;tguors hereby iclease ill of lb-air-interest, if any, in-the collateral covered by the Security Agreement described above. Dated this 14_ day of July , 2009 . Raytheon Aircraft Raytheon Aircraft General Aviation Receilles Co ration Credi4o4oration e Reeeivi bles.Cciornon By: flat/ et4 Wald/ By: ///1/ 144.) By: Name: David A. Williams Name: David A. Wi Mares Name:Stalls:as Title: Vice President - Title: Virtiz 1:1-41i dent - Title: General Counsel General Counsel This Release shall consist of this one page only, .with no schedules, appendices or similar attachments attached hereto. 0 0 0 0 0 3 0 0 0 O O N vira Prost dent - General Counsel and CerilbfAiicaa Ncasession filed iJttPloq by Rank of America, N.A. As Admin. SDNY_GM_02761489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248411 EFTA01331929
.V14011V1510 A113 V1-10Wil)10 vis T taa 91 1111'600Z H011,11:11549.3B 3/41V YV31-111111 C1311.4 SDNY_GM_02761490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248412 EFTA01331930
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632 ORIG RETD TO IATS SEE REC CONV # S118267, C018, PG 1, ET AL SDNY_GM_02761491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248413 EFTA01331931
SDNY_GM_02761492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248414 EFTA01331932
FORM APPROVED Me No. 2120{042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FaCana amallas Aosorionsumoseeks mastoolir minraimiimcza cfl AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE ()ATE UNITED STATES REGISTRATION NUMBER 141 4931X AIRCRAFT MANUFACTURER a EL Raytheon Aircraft ny 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. PartnerehiP O 3. Capbaba. *ZI 4. Co-owner Q 5. Govt 0 8. WWI-Caen NAME OF APPLICANT (Person(,) shown on evidence of ownership. If IrKiMclual. give last name. era name. and middle India) 1.) Air Ghislaine, Inc. 6.25% of 100% III Cs. Attachment d ,...frd 5-G -oaf TELEPHONE NUMBER:( ) ADDRESS (Permanent infillin P.O. BOX It used. address also be sham.) kopatiti mi ckghtst Plnelcat Must VIC tr.) (II c/o; 26180 Curtiss-Wight Parkway Number and etneet • Rural Rate: P.O. Box: CITY STATE OH ZIP CODE 44143 Ri C. KILEl Heights 0 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 Cabo or dishonest answer to any quesbon in this application may be grounds for,punIshment by fine and / or inprisonrnen1 (U.S. Code. The 18. Sec. 1001). CERTIFICATION • CERTIFY: (t) That the above aircraft is owned by the undersigned enitearit. whO IS S citizen (rnCludin0 CaPeratiOna) of the United Stela (For voting MM. ghee name of trustee: ) Or CHECK ONE AS APPROPRIATE: a. 0 A resident Men with pen registration (Form 1-151 or Form 1-551) No b. Ini Anon-citizen corporation organized and doing business under me law* of (Pete) Delaware r d ddddondr-Vaitertindia ran dggedgWilidd sit-rehr= riis iddi ndn' *Mr for un • s (2) That the aircraft is not registered under the laws of any foreign county: and (3) That loge/ evidence of ownership is attached or has been Mad with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side II necessary. TYPE OR PRINT NAME ELOW SIGNATURE Rtt SIGNATURE TITLE Executive Vice PresidOWE of Flight Options, LLC 5 -& -oq SIGMA E James P. Miller • TITLE acting as Attorney-In- for Air Ghislaine, Inc. g SIGNATURE TITLE r . I ; DATE NOTE Pending receipt of the Certificate of Aircraft Reglstrellon. the Sash may be operated for e paned not in extern Of 90 dna. during which lime the PINK copy of tits application must be 'Carded In the aintratt AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761493 8 IDa CO it %E. O O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248415 EFTA01331933
• VW0HVINO LLIO V1'!?HV1)10 Wd 9 AIJI.1 6002 88 NOLIV/11.S1 4:) ..8 1.4V80131V ("1"3-1IJ SDNY_GM_02761494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248416 EFTA01331934
ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION elakci C-(0-09 Reg it: N493LX Model: Raytheon Aircraft Company 400A SINS: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Samalr, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shaw on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerli Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Mountvllle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery • Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Parks Aviation, LLC 9.375% of 100% Shown on Original form hereto Daniel 0. Como/III, IV 6.26% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for 12,34,5,6,7,80,10,11,12,13.14,15.16 By signing MOM, the soprani agrees and OpulateS (I) to the lens. conditions and cerellcation or the AC Tons 80504 Aircraft Registration Appecation.10 which Usif page Is aaached (Pie 'Appecalicrfl. (II) that ell of the Information set forth on the Application is ine and aired as of this date. and (III) the Application may be executed by the co-owners by mewling separate counterpart signature pages. each of which when so executed and delivered shall ten origami NJ! all such counterparts than together comfit,* but one and the same applaten. SDNY_GM_02761495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248417 EFTA01331935
bh1OlIV7k0 1110 vivotiv7m0 rh r u, • we, ,„„ now owe ;fa mouvuisi.)58 Loup vvd ups Gyn., inv SDNY_GM_02761496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024841S EFTA01331936
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. t MUM If IIIMIPINTATINIBBIAL AMIN ANANSTRAMII AIRCRAFT BILL OF SALE Not In This Block Do FOR Write 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 (0 TH 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% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS G. IN DAY OF MAY, 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF ECUTED FOR C . AU. MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPORKS 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 091261339024 $5:00 05K6/2009 SDNY_GM_02761497 S ?IJ O 0 0 1, a • O O 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248419 EFTA01331937
VIVOI4V1NO All0 rig ':Hviuo W3INh r ouruildsci2u LIA:61311611: VVd HII9 I'd SDNY_GM_02761498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248420 EFTA01331938
U.S. Department of Transportation Federal Aviation Administration Date of Issue: May 4, 2009 Flight Standards Service Alf CUM Registration Branch. AFS•760 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL FuGurr OPTIONS INC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Boa 26604 Oklahoma 73126-0604 Toll Free: WEB Address: T092291 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. for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4(I005) SDNY_GM_02761499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024842 1 EFTA01331939
SDNY_GM_02761500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248422 EFTA01331940
A p /by> Insured Aircraft Tit e Service, Inc. T S P.O. Box 19527 4848 SW 36ti Steel Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 Federal Aviation Administration Date: 54 - Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 4015LX Make ktutilicfy iiircyaft- W. Model qCOA Sibt RK-A44 to the present registered owner: eptiovi6, at- • Certificate has been lost in mail or " Customer has misplaced the certificate • s• 'Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, In in the Public Documents room. Thank you, By: Documentation Specialist RO I Return Certificate stration to 1.A. •s 091241402408 $2.00 05/04/2009 Return Certificate of Registration to LA ES F. F. 0 a 8 O SDNY_GM_02761501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248423 EFTA01331941
Vil0ilV1)10 All0 VW0HV1 0' LW h AUW PAZ US NO11411SItill 1083111V VU HIIA 03111 SDNY_GM_02761502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248424 EFTA01331942
FORM APPROVED OMB No. 21209042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVINTION normisrmumcomem Y01/tor re AERONAUTICAL cO(T AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES N REGISTRATION NUMBER 493LX AIRCRAFT MANUFACTURER • MOOEL Raytheon Aircraft Coupany 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) 44°" -Citinn O 1. Individual O 2. Partnerehlp 0 3. Corporation gl 4. Co-owner O 5. (3.3v1.. 0 8. cwo NAME OF APPLICANT "diem shown on evidence of ownership. II Individual. give last name. firsEntime. and Middle MOON) 1.) Air Ghislaine, Inc. 6.25% of 100% • . (See Attachment 6-tau( 5 --/ --0 q ) TELEPHONE NUMBER: ( ) ADDRESS ereerent rre Is maillysiess fer Opti on first wen:ant )iii P.O. SOX used. physical address meat also be shown.) light s, Number and street 26180 Curtiss-Wright Parkway Rural Routs: P.O. Sac CITY Richmond Heights STATE OH ZIP CODE 44143 C3 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONt Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application mei be grounds TOT punishment by Tine end / Or imprisonment (U.S. Coda Title 10. Sec. 1001). CERTIFICATION • CERTIFY: (t) That the above aircraft 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. O A resident alien. with Mien registration (Fenn 1-151 or Form I-551) No b. KJ A non-citizen corporation organized and doing business under the laws of (Male) De) aware_ and said amon tittod Y.. St .715141.42rtitt for Inspection at KIClitUtlU (2) That the itheraft is not registered under the laws of any for and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME SIGNATURE EACH PA OF NS APPUCADON MUST BE SIGNED IN INK. SIGNATURE TITLE Executive Vice Presigedt" of Flight Options, Lit 6---/ - 6/ sl E • James P. Miller .for umeacting as Attorney-In— Air Ghislaine, Inc. SIGNATURE TITLE DATE NOTE Penang Certificate AiNfall IMOIStrellon. the Sarah may be er a not In excess ol 90 facet* of the Of eperated period days during which tine the PINK COIN Of the OPPOCation must be owned In ens Windt AC Form 80504 (5/03) (0052-004284007) SDNY_GM_02761503 O 3 co O tp SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248425 EFTA01331943
VW0i1V1)40 A110 V44r,HViN0 ell T Lid I HU 6002 NOIIVILLSII:i.A.1.3111i9IJIV VVJ 0311.4 SDNY_GM_02761504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248426 EFTA01331944
ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION da,k I-0 Reg I N493LX Model: Raytheon Aircraft Company 400A SAW RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 16.) 16.) Name of Applicant: Owning an undivided Interest of: Address: Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto Samair, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emerll Alr, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 8.26% of 100% Shown on Original form hereto Mountville Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Origins form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Parks Aviation, LLC 9.376% of 100% Shown on Original form hereto Flight Options, LW 6.25% of 100% Shown on Original form hereto Signatures: 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, LW for 816 5-froq By signing above. the applicant agrees and salpulates (I) to the team conditions and se/Visalia, of the AC Form 8050-1 Myatt Registration Appacation. to which this page is attached (the 'Application, (II) that al of the InformatIco set forth on the Appicelion Ls Kw and stirred asilithis date, and (III) the Application may be executed by the co-owners by coreartOg separate counterpart signature pages, each ci which when so executed and delivered shal be an original. but en such counterparts shall together consatuto but one and the same appicaton. SDNY_GM_02761505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248427 EFTA01331945
VW/JIVING A113 VPIOFIV1Y0 Wd I MU NU NOUVILLSIVA liVtIONIV VV4 HILY 03113 SDNY_GM_02761506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248428 EFTA01331946
FORM APPROVED UNITED STATES OF AMERICA IL S. MEW If =MITA= MAL AMAMI PJAMBITRAIlM AIRCRAFT BILL OF SALE Vinte In MN Block Do FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ove THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS liSt- DAY OF eYk ., 2009 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INONIDUAL ($). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) AIR GHISLAINE, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44 I 43 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 JBrDAY OF ., 2009 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON INK) I XECUTED FOR CO- P, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition D91211427538 $5.00 05/01/2009 99424442,7098- (1544/20419-er--- SDNY_GM_02761507 00 N 0 • 0 0 a 1,1 0 0 DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248429 EFTA01331947
bW01ittblO Alto VWOHII1Y0 Oh I bid I An) $803 80 NOI1V8ISIL'ati 14V8018V VV,1 H111. (13113 SDNY_GM_02761508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248430 EFTA01331948
FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ireaanat. aVtalkzet AtelealITROCTIOS.OSE iscondaT eastelmatinCAL CORD AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES REGISTRATION NUMBER N 4931 X AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono boa) Non-Cft 0 1. Individual 0 2. Partnership 0 3. Corporation r44. CO-Owner O 5. Govt. O 8. who APPLICANT II individual. Ia name, first name. sad middle initial.) NAME OF (Person(s) shown on evidence of ownership. give Ili 15.) Flight Options, LLC 12.50% of 100% CSee Attachment ck aka 1-1--/—LICO TELEPHONE NUMBER: ( ) for listed.) is must be ADDRESS (Permanent mailing address first ',ascent (If P.O. BOX used. physical address also shown.) Flight Options, LLC 26180 Curtiss-Wright Parkway Number and street Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 0 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 Mee or OenOnes, &newer to any question in this application may be grounds to, puniennlenl by line and r or IntraleOilman' (U.S. Code. Title le, Sec 1001). CERTIFICATION • CERTIFY: (I) That the above aintren is owned by the undefined sopmean, who is a citizen (including corporations) of the tented Stales. (Foe voting bust give name of trustee: ) or' CHECK ONE AS APPROPRIATE: 5- 0 A resident alien. wah Olen registration (Form 1.151 or Fenn 1-551) NO. b. 0 A noncitizen oarporation organized and doing business under the lows of (slate) and said aircraft is based and primarily used in the United Select ROMS or far hour, ale available. for Inspection at (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 been filed with the Federal Aviation Adreinishaeon. NOTE: if executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NA LOW SIGNATURE gi 6 g 1 1 g SIGNATURE SiGNATU , TITLE Exec E utive Vice President of Flight Options, LLC 4 —7—cci RE James P. Miller TITLE DATE TITLE DATE NOTE Pending I *CAW of the Certificate of Aircraft FlOgiStriltlen, the aircraft may be operated for a period not in excess of 90 days, during 'ASCII time the PINK Copy of this OPPliordien mull be earned in the Worn. AC FORT 8050-1 (503) (0052-00-628-9007) SDNY_GM_02761509 D a UI O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)248431 EFTA01331949
• VINOI:V1N0 .).1.19 VW" 4V1)I0 OS i. Wd L )3813 6042 1.4vksotaw \fv 119y 11-3-I13 SDNY_GM_02761510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248432 EFTA01331950
ATTACHMENT TO AIRCRAFT (tEGISTRAVON APPLICATION aa.ted 4_1_O1 Reg t N493UC Model: Raytheon Aircraft Company 400A S/NR: RK-244 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.50% of 100% Address: Shown on Original form hereto Samalr, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.126% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto Emerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Mountville Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L. Emery 8 Dana M. Emery - Trustees 6.26% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Parks Aviation, LW 9.375% of 100% Shown on Original form hereto Signatures: Date. Executive Vice President of Flight Options, LLC Acting as Attorney-In-Fact for #1.2,3,4,5.8.7.8,9,10,11,12,13.14 By signing above, tho applicant agrees and stipulates (I) to the teems. conditions and certification of the AC Form 8050-1 moan Registration AppliCabon. to which the pages attached (the *ApplIcaticol, (II) Mal al of the information set forth on the Application is true and burred as of this date. and (III) the Application may be executed by the co-owners by escorting separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts than together constitute but one and the same applcallon. SDNY_GM_02761511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248433 EFTA01331951
V}10,.,11)I0 11(0 HS11)10 OS i Wd z HdU 6001 - -•90W7 , );!: • ..37jj SDNY_GM_02761512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248434 EFTA01331952
FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. I WARMER II IIIMMINTAMN REM AIM= IIIIMMTIMIM AIRCRAFT BILL OF SALE Write kcic Do FNot OR FM InTlia 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 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 (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PARKS AVIATION, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 1" DAY OF Apni., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) OF ECUTED FOR CO-OW . ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC EXECUTIVE VICE AMES P. MILLER PRESIDENT ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY Of THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 090971402484 55.00 04/07/2009 SDNY_GM_02761513 O 0 O k 0 0 121 a C O0 0 0 yn SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248435 EFTA01331953
VHOI1V1)10 A110 'Ay .I11/1)10 OS T hid L add 600Z NOI1V819!:;:11.315C:IOUIV tftrd Hltv 03111 SDNY_GM_02761514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248436 EFTA01331954
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: WM: 493LX SERIAL NUM: RIC•244 MR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This Tenn is to be used in cases %bete a conveyance coven seven! aircraft and engines, propclkss, 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 FiCECLITED 3/2OO9 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 TIE CONVEYANCE: Total Aircraft t Total Engines: I Total Props: I Total Spare Parts: N493LX P&W C JTI SINS PCEJA0257 P&W C ITI5INS PCE-1,40256 AFS-750-23R (02/08) SDNY_GM_02761515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248437 EFTA01331955
SDNY_GM_02761516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248438 EFTA01331956
0 0 CERTIFIED COPY TO BE RECORDED BY FM AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of March °O, 2009 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee CH199 50$6130-5.066497.0373 090791615147 $15.00 03/20/2009 I hereby certify that I have compared this document with the ceiginal and it is a true and coma copy thereof. aYf SDNY_GM_02761517 3 • a a • a 0 0 0 0 0 DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248439 EFTA01331957
MORV1)40 All0 VSN'•WilN0 CO 2 I'M 02 Hill WU 88 NOILVIJISK, 1P/11310V VVJ HMV CI3114 SDNY_GM_02761518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248440 EFTA01331958
TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1 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 4.1I 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 04199 5086130-5.066497.0077 SDNY_GM_02761519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248441 EFTA01331959
SDNY_GM_02761520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248442 EFTA01331960
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 I Description of Aircraft and Engines - - CHI90 $0116130.5.066497.0072 SDNY_GM_02761521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248443 EFTA01331961
SDNY_GM_02761522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248444 EFTA01331962
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March aD 2009 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability company (the "Grantor"), with its chief executive office and principal place of business at 26180 Curtiss Wright Parkway, 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 terms 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): "SC: 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. "Ajmit": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule I 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 0(199 59x61)030664950072 SDNY GM 02761523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248445 EFTA01331963
SDNY_GM_02761524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248446 EFTA01331964









