0 0 0 0 0 0 0 1 7 6 1 , • a Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June IX-, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S 122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, recorded by the FAA on November 5, 2003, as Conveyance No. QQ0281 I 8 (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 206401 SDNY_GM_02761925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248847 EFTA01332365
VP40117-O0 AU3 VII0RT1N0 OT £ Lid 12 AM 1190t lie N011721131038 1371101117 773 ;111M 03114 SDNY_GM02761926 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248848 EFTA01332366
A O o O O O 0 I O 8 8 o f APPROVED OMB No. 2120-004.2 t UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION _ Pat ERA/ AVIATION AziestraSTRATtOreratil MONFONSY ACRONAthleAL COMA AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES - REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon 4OOA Nir MAY 1 1 2004 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek One bar) 0 1. Individual 0 2. Partnership 0 3. Corporation 9 4. Co-owner 0 5. Gov't. 0 8. N°" Citt or: NAME OF APPLICANT (Person(s) shown on evidence Of Ownership. II IndMdual. hat name. het name. and middle Initial.) pee fi 12.) Flight Options, LLC 6.25% of 100% (:See Attachment ea)evzot --i'' —(eie.C5) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant Wed.) Flight Options, LLC Number and street' 26180 Curtiss-Wright Parkway Rural Rotate: P.O. Box: CITY Richmond Heights STATE OH ZIP CODE 44143 ID - CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS - ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by Finn (inn / or Irralsonmard (U.S. Code, Title IS. Sec 1001). III CERTIFICATION VWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant, who is a ciente (including corporations) 01 the United States. (For voting trust. give name of trustee: ) or _ _ CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Form 1-151 or Form t -351) No. b. 0 A nonsitinin corporation organized and doing business under the laws or (stale) and said aircraft is based and pnmanly used In the United States. Records or flight hours we available fee inspection al (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ',mien/lip is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for CO-ownership all applicants must sign. Use reverse side if necessary. TYPE R PR NAME L SIGNATURj g Y SIGNA RE TITLE Assistant Secretarf" E ght Options, LLCLI44-04 a TURE TITLE DATE —.3k --- 1 D- . W SIGNATURE TITLE DATE NOTE Pending receipt of tha Certificate 01 AXCItet Regise30081. the aircraft may be operated for a period not in excess CO 90 days, during welch time the PINK copy or this application must be carded in the Moe% AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248849 EFTA01332367
i rr Liu 8 adu LOGO 1113 11.4 SDNY_GM_02761928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248850 EFTA01332368
1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 0 0 0 0 0 0 0 1 0 ATTACHMENT TO AIRCRAFT REGISTRATION' APPLICATION &DVS Reg 4: N793TA 8 9 C44.12-u 1/4- 1 Address: Model: Raytheon 400A S/NAt RK-244 Name of Applicant: Michels Pipeline Construction, Inc. Owning an undivided Interest of: 25.00% of 100% Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto AEI Air, LLC 6.25% of 100% Shown on Origami form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale 6 Teresa M. Zingale- Trustees 6.25% of 100% Shown on Original form hereto Robert Kehler 6.25% of 100% Shown on Original form hereto Somali., Inc. 6.25% of 100% Shown on Original form hereto McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto Signatures: Title: Dale: Assistant Secretary of Flight Options. LLC Ing as Attorney-in-Fact for 41,2,4,6,7,9,10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 43,5,8 Lt-0-00( By signing above. the applicant agrees and stipulates (I) to the terms. conceited and cottAkation of the AC Form 8060-1 Arran RegistratiOn *Agitation, to which this page bats:hod Otte 'Appikaticel. (IQ that all of the informatics sat lath on the Applicatial is true and cured ae et this date. and OW the APPriceltil may be executed by the co-owners by executing separate court:mad signature porn, oath 01 'Mich when 93 executed and deivered stell be an original. but all such cantorparts shall together Calatifte but one and the an applkalion SDNY_GM_02761929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248851 EFTA01332369
TI WY 0 8c11:11E2 ae ii0;1;ii.Pio:iZI Liar:AM SDNY_GM_02761930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248852 EFTA01332370
0000000 I 0 9 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION sited y_(.1.--ak Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Name of Applicant: 1.) Michels Pipeline Construction, Inc. 2.) Southeastern Mills, Inc. 3.) REt Air, LLC 4.) SL Wings, LLC 5.) Aimap, LLC 8.) Colas, Inc. Anthony Zingale & Teresa M. ZIngale • 7.) Trustees 8.) Robert Kehler 9.) Samair, Inc. 104 McHale-Mattsson Interests, LLC 11.) Ronald A. Elenbass 19.) 14.) 15.) Manakin: taD O.(20.LA Owning an undivided Interest of: Address: 25.00% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 625% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto 3.125% of 100% Shown on Original form hereto . . Title: Assistant Seaetwy of Flight Options. LLC Acting as Attorney-in-Fact for #1,24,6,7,9,10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 43,5,8 Date: ck-u2- pit Assistant Secretary of Flight Options. LLC for 412 By signing abate. me applicant agrees and sep.ilates Mb he Ira, COnditicrts and cortifiostion of the AC Form 8050-1 Morel Registration Application. to which his page is attaChtfd (the *Accacation'). (II) that al of me informalico set forth on the APPricaron t3 we and cisrsa as or trite date. and (III) the Appacaikin may be executed by the commars by executing separate counterpart signature pages. oath dated, when so execteed and delivered shall be an odonai. but al such counterparts shall together constitute but one and the sane application. SDNY_GM_02761931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248853 EFTA01332371
tt..;rin:JO C;1 ti W8 8 ydy as v011;• iVIOH leraaaIY rid 0311d SDNY_GM_02761932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248854 EFTA01332372
1 00000 1 08/ FORM APPROVED OMB NO.2120-00C UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Y 9 0 8 3 9 1 CONVEYANCE RECORDED NI MY 11 flP1 7 52 FEDERAL AVIATION ADMINISTRATION WrIle This Block F Do Not OR FAA In 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 N793TA AIRCRAFT RAYTHEON MANUFACTURER & MODEL 400A AIRCRAFT RK-244 SERIAL NO. DOES THIS 26TH DAY OF MAR., 2004 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). ONE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26Th OF MAR., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON INN) (I CUTED F'• CO•OWNE IP, LL MUS IGN ) TITLE (TYPED OR PRINTED) ANTHONY ZINGALE AND !STANT SECRETARY TERESA M. ZINAGALES JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE AND TERESA M. ZINGALE - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF 7HE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition 040991171123 IS.00 04/08/2004 - - - SDNY GM 02761933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248855 EFTA01332373
VinriV1NO All0 V:101411)10 £I1 IT WY 9 UJY as NOLL;dilf.t3141Jfkl041.1 viz! 03113 SDNY_GM_02761934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248556 EFTA01332374
0 0 0 0 0 0 0 3 0 S • 4 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FECOUU. AVIATION AINISIOSTEKTION-NIKII NONSIONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UTED STATES REGISNI TRATION NUMBER N 793TA `ioc FEB 0 5 2004 AIRCRAFT MANUFACTURER & MODEL Raytheon 4OOk AIRCRAFT SERIAL NO. RK-244 FOR FAA USE ONLY - TYPE OF REGISTRATION (Check one boa) IEI 1. Individual 0 2. Partnership 0 3. Corporation q 4. Co-owner 0 5. Govt. 0 8. "°^Ctilatr" NAME OF APPLICANT (Pamon(s) shown on en4denos Of ownership. II Individual. give bet name. wet rime. end middle Initial ) e l -. 11.) Ronald A. Elenbaas 3.125% of 100% ad),; CSee Attachment (4eek retaa-tb ....2 ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing SOME* far Mat ilIPPliaant listed.) C/O Flight Options, LLC • Number and Street' 26180 CUrtiact-Wright Parkway Rural ROMs: P.O. Sox: CRY Richmond Heights STATE OH ZIP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • . ATTENTION! Read the following statement before signing this application. This portion MUST be completed. • A false or cashorieW answer to any question in this application may be grounds tor punishment by fine and / or Imprisonment (U.S. Coda. Title IS. Sec. 1000. e ll CERTIFICATION lAVE CERTIFY: (I) That the above aircraft Is owned by the Dna *rug nod applicant, v.1,0 le • ele2en (IneiceloO corporations) of the United States. (For voting buret, give name of trustee: ). or. CHECK ONE AS APPROPRIATE: li- C A resident Neel. web alien registration (Fpm 1.151 or Form 1-241) NO. b. 0 A non citizen corporation organized and doing business under the laws of (stale) and said eureraft Is basal and primarily used In the United States. Records or flight hours are 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 Administration. NOTE: It execubad for co-ownership all applicants must sign. Use reverse side if necessary. TYPE e - P -INT NAME SIGNATURE u, 8- Sit RE Ton-EAssistant Secretary nf Flight Options, LLC one ViagCp.2.5 0 _ IMRE ' -- • TITLE acting as At toelTerbAre In -Fact for Ronald A. . .- 1 nb as 6 t• 6 SIGNATURE . • - . T \\ - . 1 DATE . • . NOTE Pending receipt of the Certificate of AlICI aft Regi Oration, the sin:raft may be operated for a period no1 In ea , Of 90 days. donne which time trio PINK copy 0. INS application must be carded In the mass. AC Form 8050.1 (12/90) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248857 EFTA01332375
• • VPIOHV1NO Alto VWOHV151O LI £ Ud ZZ 330 nig He N0LLYILLS13321 lAVU0VIV 1/VA 1-111M O311.4 SDNY_GM_02761936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248858 EFTA01332376
00 0 0 0 0 0 " SS ATTACHMENT TO AIRCRAFT.REGISTqATION APPLICATION aorta, m.aa-o3 Reg N: N793T1) Model: Raytheon 400A SINN: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction. Inc. Owning an undivided Interest of: 25.00% of 100% Address: Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air. LLC 6.25% of 100% Shownon Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas. Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale Trustees 12.50% of 100% Shown on Original form hereto Roben Kettler 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% •Shown on Original form hereto McHale-Mattsson Interests, LLC 3.120% of 100% Shown on Original form hereto Signatures: • Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact N1,2,4.6.7,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 63.5.8 Title: Date: By signing above. the applicant agrees and stipulates (I) to the terms. conditions and can:Scatter, of Me AC Form 8050.1 Aircraft Registration Apptication, to ninth the page is attached (the "Appticalvani. (II) that all of the infonnaton set lonh on the APPInalkin n hue and curved as of this date, and (Ill) the Application may be executed by the <manners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an otignal, but all such counterparts shall together ozostilule but p! and the same application a. I 3 SDNY_GM_02761937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248859 EFTA01332377
- R VPIOHV1NO A113 VVI0HV1)10 LT £ Wd ZZ 330 t(102 H8 N0LLVILLS1031I lisnOWV • ,..yv3 NUM 0311! SDNY_GM_02761938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248860 EFTA01332378
0 0 0 0 0 0 0 3 05 ATTACHMENT TO AIRCRAFT I=TION APPLICATION ta-aat3 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction, Inc. Owning an undivided Interest of: 26.00% of 100% Address: Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air, LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LW 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingsle S Teresa M. Mtgele - Trustees 12.50% of 100% Shown on Original form hereto Robert Kettler 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto MOMS-Matteson Interests, LLC 3.125% of 100% Shown on Original form hereto Signatures: 9 . Loostbas'aQ Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10. Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,5,8 to-all By signing above, the applicant agrees and stipulates (I) ; Joie tams, conditions and certification of the AC Fonn 80504 Aircraft Registration Application. to which this page is attached (the 'API:dilation"). ill) that a1 of the Information set kith on the Application is true and tarred as of this date, and (III) Me Application may be execuletby,the.co-creriere by executing seParate counterpart signature pages. each of which when so executed and delivered shall be an original but all aUch cOuVerparts Ihall together constitute but one and the same applicaten. • SDNY_GM_02761939 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248861 EFTA01332379
Vil014V1)10 All0 W4001)10 £ Wd ZZ 330 £9Oi 110 NO11VU1S1038 13V2108111 rid Hill& 03113 SDNY_GM_02761940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248862 EFTA01332380
0 0 *0 0 0 0 0 3 0 5 3 FORM APPROVED OMB NO. 212D-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE . X X 0 2 5 8 6 CONVEYANCE RECORI 2001 FEB 5 Aft11 I FEDERAL AVIATIOI ADMINISTRATION Wril In TN, Block e Do Not 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 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 17Th DAY OF NOV., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: . PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) RONALD A. ELENBAAS 3.125%0F I00% 3328 OAKDALE HICKORY CORNERS, MI 49060 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF, IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 171" DAY OF NOV., 2003. 1 SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IN< CUTED FOR COOWN SKI . ALL MUST IGN) . TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES It DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA. AC Form 8050-2 (9/92) {NSN 0052-9(W9-0003) Supersedes Previous Edition u• 033561533011 95.00 12/22/2003 9 ED 3 SDNY_GM_02761941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248863 EFTA01332381
VW0HV1)10 AIM VW0HT1N0 LT £ hid N 530 £001 88 NOW/8181938 10110111V HUM 0311i SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY 02761942 15, and 17 EFTA_00248864 EFTA01332382
0 0 0 0 0 0 0 0 1 3 0 .n0258 ) (0 zsecos FAA RELEASE CONVEYANCE REC91 Raytheon Aircraft Credit Coiporation (the `Secured Part09 fa S 817 10 Edff secured party under the Security Agreement described and defined RAL AVIAT19, ADMINISTRATION Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this ,// day ofNovember, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ Ficg 12-22-03-4 3o si SDNY_GM_02761943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248865 EFTA01332383
VNIONV1NO All0 VW0HV1M0 Ili 8 la 8 NtIP 88 NOIIV8181038 13V8081V YVA HAIM 031Id SDNY_GM_02761944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248866 EFTA01332384
0 0 0 0 0 0 0 0 I 3 I Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, ((Corded )c;:kk the FAA on negurickr .5i aCID31 ct'S CoNIE`icthU- 1"1"004- OAD'avt% (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RIC-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCB JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ SDNY_GM_02761945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248867 EFTA01332385
"ontrbio All° vivotivimo Ih 8 kW 9 kingte wouvalsrogaidy1131" vvd 8211•10311.i SDNY_GM_02761946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248868 EFTA01332386
FORM APPROVED () anon fl 8 9 9sa No. 21200092 ..__ ,-) UNITED AYES OE AMERICA DEPARTMENT OF TRANSPORTATION seeCUU. A AiNataarnAnON-MIKa NONAOKEY AERONAMICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon 400A 99 NOV 6 2003 AIRCRAFT SERIAL No. w244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek ono box) O I. Individual p 2. Partnership O.3. Corporation Q 4. Co-owner O 5. Govt. O S. lamCitiatioen NAME OF APPLICANT (Pertion(e) shown on solderers of ownership. If individual, give last name. first name, and middle Initial.) 40 11.) Flight Options, LLC 3.1252 of 100% Gee Attachesant ba4trecil li,l( --.‘ --4:5;) TELEPHONE NUMBER: ( I ADDRESS malting ler firat.appeoant Sated.) (Permanent address Flieht Options, LLC Number and street: 2_61 fU'l rIrri-i Aci—Wr_i gilt Parkway • Rune Route: RO. Sox: CITY . ' Richmond Heishts - 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 lake or dishonest answer to any question In this application may be grounds for punishment by fine and / or imiansonment . (U.S. Code. Title IS, Sec. 1001). CERTIFICATION II CERTIFY: (I) That the above aircraft is owned by trio undersigned applicant. who is a citizen (including corporations) . of the United States. (For voting Dust, give name of trustee!_____ . CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1-151 or Form 1.SSt) NO. b. 0 A noncihren corporation organized and doing business under the laws of (slate) - _ .— and said aircraft Is based and primarily used in Me United Sates. Sates.Records or flight hours are available for inePecton at (2) 1Tial the aircraft (3) That legal NOTE: TYPE is not registered under the laws of any foreign country: and evidencaa of ownership is attached or has bean Med with the Federal Aviation Administration. If executed for CO-OWnershIp an applicants must sign. Use reverse Side if necessary. INT NAME SIGNATURE in 4g IGNA RE 1711.8 Assistant Secretarr i ht Options, LLC DATE- cis: ‘Cr' ( '40.3 g gg S TURF TITLE \ DATE SIGNATURE TITLE DATE NOTE Pending roocsipt of the Certificate of Aircraft Regi..tration, the aircraft may be Operated for a period not In excess of 90 days. during which OrriO the PINK copy d this application must be carried in the aircraft. AC Forts 8050-1 (12/90)(0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761947 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248869 EFTA01332387
• VNOI4V-1):0 APC ':•"'"•"V-INO LC IT WY C 130 C00 ):3O. r, . . S • iv V‘ .4 SDNY_GM_02761948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248870 EFTA01332388
ara• 41. 0 4:6--g 9 9 Q arTAHMEN I - I O ptIR FT REGISTRATION APPLICATION &deco. Mel "03 Reg it N793TA Model: Raytheon 400A SFN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction, Inc. Owning an undivided Interest of: 25.00% of 100% Address: Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air, LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap. LLC 12.50% of 100% Shown on Original form hereto Colas. Inc. 6.25% of 100% Shown on Original form hereto Anthony Zinger, &A1 MISS - Trustees 12.50% of 100% Shown on Original form hereto Robert Kerner 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto Mcflale.:-Vfj445E0n ;Shk4.4..5tS 1.1C. . 3.125% of 100% Shoivn on Original form hereto Signatures: Title: Assistant Secretary of Flight Options, LLC as Attorney-in-Fact #1.2,4,6.7.9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 Date: By signing above, the appecant agrees end Steeriates ft) lo the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration hePiPaherx to which this page is attached (the 'Application'), (II) that an of the Information set ken on the Application is true and current as of Sc dale, and (blithe APPICalkin may be cdecuted by the co-owners by executing separate comberparl signatum pages, each of which when so Mewled and delivered shall be en original, bin all such counterparts steal rowdier constitute but one and the same application, SDNY_GM_02761949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248671 EFTA01332389
vilotAnmo LC IT IJI:1 C 130 COOZ ••: • VV:i SDNY_GM_02761950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248872 EFTA01332390
0 0 0 0 0 0 0 0 9 0 0 ATTACHMENT TO AIRCRAFT REGISTR4TIOk_ APPLICATION ant Reg #: N793TA Model: Raytheon 400A I-03 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) &NH: RK-244 Address: Shown on Original form hereto Owning an undivided Name of Applicant: Interest of: Michels Pipeline Construction, Inc. 25.00% of 100% Southeastern Mills, Inc. 12.50% of 100% Shown on Original fon hereto REI Air, LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale Vulgate - Trustees 12.50% of 100% Shown on Original form hereto Robert Kehler 6.25% of 100% Shown on Original form hereto Samalr, Inc. 6.25% of 100% Shown on Original form hereto McHale-t•Wrkisen T-Meakvb 3.125% of 100% Shown on Original form hereto 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1.2,4,6.7.9.10 Vice President of Raytheon Travel Air Acting as Attorney-In-Fact #3,5,8 Assistant Secretary of Flight Options, LLC for #11 ‘,P-1 -O3 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification 01 the AC Pam 8050-1 Aircraft Registration AppScation, to which this page is attached (the 'Applicabon-). (II) that as of the Information set forth on the Application is true and hurled as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shat together constitute but one and the same application. SDNY_GM_02761951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248873 EFTA01332391
vNoP.vly.o LC TT 1JU £ 130 £0i2 II:3 • ' • id SDNYW.02761952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248874 EFTA01332392
FORM APPROVED OMO ND. 3420AQ92 .1.1N1fEltSTA IFECOrANWRItA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE uuucolJo VETANCE RECORDED NOU 6 PM LI 01 AVIATION ADMINISTRATION Not Do FOR FA rio) In ThIs Block A USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE CO UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: • 2003 UNITED STATES REGISTRATION FEDERAL NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS, TN DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS30 m OF SEPT., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) . SIGN TURE (S) (IN I EXECUTE FOR CO- ERS P. ALL T SIGN.) TITLE . (TYPED OR PRINTED) EDWARD J, KAPPA ASSISTANT SECRETARY L JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS KITORN EY IN FACT FOR EDWARD {KAPPA ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition 032761148162 85.00 10/03/2003 SDNY_GM_02761953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248875 EFTA01332393
tillOHY1)10 "t?Avvimo LC IT WU C 130 COO? au '.:"101;IY V`1:1 4:3014 fetis‘ro‘br nA.. • SDNY_GM_02761954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248876 EFTA01332394
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION SEE CONVEYANCE NO FILING DATE: CROSS-REFERENCE-RECORDATION This form is to be used in cases whew a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SUPPLEMENT TO DOC SI22733 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT DATE EXECUTED 1022103 FROM FLIGHT OPTIONS LLC - BORROWER DOCUMENT NO. 00028 118 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP - LENDER DATE RECORDED November 3, TOOT THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by rennuation number) I 'MAI . Ni IMRFR INvOi WTI II N746TA N742TA N7I5TA N708TA N793TA N437CW N744TA N74 ITA N720TA N726TA N754TA ENGINES I TOTAL NIRARFR INVOLVED 22 MAME) (SEE ATTACHED LIST) SERIAL NO. (SEE ATTACHED LIST) PROPELLERS I TriTAINI MGM Mai WI) MAKE@ SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI Nt minF5t Iwo] vcn LOCATION RECORDED CONVEYANCE BLED IN: N798TA, RAYTHEON AIRCRAFT CORP 400A, SIN RE-198 (SEE C306, PG 5) AC FORM 1050-21 (1-96) ( SDNY_GM_02761955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248873 EFTA01332395
SDNY_GM_02761956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248878 EFTA01332396
°1 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FlUNG DATE This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or location. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE X140282, C002, PG7) • DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062974 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NI TMRFR INVOLVW) 1 N793TA ENGINES I TOTAL NIIMAFR INVO1 vFn 2 MAKES) • PRATT & WHITNEY M5D-5 SERIAL No. PCE-1A0256 PCF.-1A0257 PROPELLERS l Toni /ROARER INVOI WD MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR INNAll vFn LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 0450-23 (1-96)(0052-044 SDNY GM 02761957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (15)248879 EFTA01332397
SDNYGM02761958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)24%880 EFTA01332398
0 0 0 0 0 0 0 2 6 7 4 FAA ASSIGNMENT R 0 6 2 9 7 1.1 CONVEYANCE fiailDED This FAA Assignment (this "Agreement") is made as of the ,Z2 day of September, 2003 (the "Effective Date") by and among Bank of America, National AssociaSign as Administrative Agent (the "Original Agent"), Raytheon AircraekgravaliesItlirp n, a Kansas corporation ("RARC"), and General Aviation Receivables _Corporation, A Delaware corporation ("GARC"). AdattIt Aohili“STRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARts right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assipunent. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 664voeccl,Q..9-Q) liz)g. 03alol..0 15Oa 49* etIMICe SDNY_GM_02761959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024888 I EFTA01332399
1.1.1 •sNIHV1N0 4311 Z Lid £Z (BS COO? Nu NOW; ',LK 1.31SOUIV YVA SDNYGM02761960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA Q{)248882 EFTA01332400
0 0 0 0 0 0 0 2 6 7 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. S. Counterpart& This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAYILR HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02761961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248883 EFTA01332401
SDNY GM 02761962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002488G4 EFTA01332402
0 0 0 0 0 0 0 2 6 7 6 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instrtunents required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Intertratiog. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the. subject matter hereof and shall (together with the other. Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, NA, as Administrative Agent. 1274909v6 By: Title: Vice President RAYTHEON AIRCRAFT RECEIVABLES CORPORATI ICansas co ration By: Title: Assts t Secretary GENERAL AVIATION RECEIVABLES CORPO Delaware corporation By: Title: Secretary SDNY_GM_02761963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248885 EFTA01332403
SDNYGM02761964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)24%886 EFTA01332404
0 0 0 0 0 0 0 2 6 7 7 • • • • ...tO ANNEX 1 Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-5iaireraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. * EACH OF WHICH %S CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY GM_02761965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248887 EFTA01332405
EIERAHEATE certify that 1 have compared this • • rnl with ths odpinal Instrument and It S OS era py 01 said art**. / V1101-171NO Bk Z Lid £Z d3S Erg VrJ SDNY_GM_02761966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248888 EFTA01332406
. -, U.S. DEPARTMENT OF TRANSPORTATION . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILM DAM • form is be in aircraft and engines, propellers, or location. File original of this form This to used cases where a conveyance covers several with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE G000258, C013, FM) DATE EXECUTED SEPTEMBER 22, 2003 • FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062973 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLGWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (list by registration number) I TOTAI NI IMRFR iNVOI NEI) I N793TA ENGINES I IOTA] NI URFA Mill VET) 2 MAKE(S) PRATT & WHITNEY ITI5D-5 SERIAL NO. PCB-JA0256 PCE-JA0257 PROPELLERS I TWA' . NUMBER mum vFn MAIMS) SERIAL NO. SPARE PARTS -LOCATIONS I Tram nnIAIRFR INVOI RFD LOCATION RECORDED CONVEYANCE FRED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 0S0-33 (I SDNY GM02761967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248889 EFTA01332407
I SDNY_GM_02761968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248890 EFTA01332408
0 0 0 0 0 0 0 2 6 7 8 FAA ASSIGNMENT R 0 6 2 9 7 3 C0UV&TANCE II.00RDED This FAA Assignment (this "Agreement") is made as of the air ay of September, 2003 (the "Effective Date") by and among Bank of America, National AsfaRiago%cas Administrative Agent (the "Original Agent"), Raytheon Aircraft 2sacautaiCftbralictiP a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, pp elaavare corporation ("GARC"). AfiliiiNISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARCs right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from timc to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARCs right, title and interest in and to the Assigned Rights. at \Eon c53aLEADicatirli-id 91a. loa SDNY_GM_02761969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024889 I EFTA01332409
VItiOHVlHO All;, MOIIV1NO 911 2 bid CZ d3S COY Ha 47doliiti VV4 Iiilh; 03;4 SDNY_GM02761970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248592 EFTA01332410
f) 0 0 0 0 0 0 2 6 7 9 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). B. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02761971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248893 EFTA01332411
I SDNY_GM_02761972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248894 EFTA01332412
0 0 0 0 0 0 0 6 5 0 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more filly effect the purposes of this Agreement. II. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the, other. Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vice dent RAYTHEON AIRCRAFT RECEIVABLES CORPORA a Kann ••.•ration By: Till istant Se GENERAL AVIATION RECEIVABLES CORPO Mto Y, Delaware corporatioq By: Title: I274909v6 SDNY_GM_02761973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248895 EFTA01332413
SONY GM 02761974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248896 EFTA01332414
0 0 0 0 0 0 0 2 6 8 1 ANNEX 1 Security Agreement dated September 25, 2001, between Robert Kettler, as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated September 25, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated September 25, 2001, recorded by the Federal Aviation Administration on November 27, 2001, as Conveyance No. 6000258 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JTI5D-gthaircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. F_ACH OF WHICH IS CAPABLE OF RODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER P SDNY_GM_02761975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248897 EFTA01332415
aeafwit3ME comDa.o.f -s Inf with t sin cattily that tore.___en a e he j al Gin r We Edgi VB:ONVIN0 AJ.I0 VUOPV1)10 911 2 bid CZ d3S CO a2 actuty r.rdows, (13714 SDNY_GM_02761976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248898 EFTA01332416
At U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION SEE CONVEYANCE NO RUNG DATE CROSS-REFERENCE-RECORDATION This form is to be used in cases where a conveyance corers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE 5118267, C018, PG1) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062972 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lin by registration number) I TATA! NI RARER NVOI VP,/ I N793TA ENGINES I TOTAL. NI !Mein nsvOl VET, 2 MAKES) PRATT & WHITNEY .IT I SG-S SERIAL NO. PCE-1A0256 PCE-1A0257 PROPELLERS, I TOTAL. NI IMRPR EMI WO MAKE(S) SERIAL MX SPARE PARTS -LOCATIONS • I TOTAL NI IMRFR INVOLVFT) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM (050-13 (146) (0052404824066) - - • SDNY GM_02761977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245599 EFTA01332417
SDNYGM02761978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%9(() EFTA01332418
0 0 0 0 0 0 0 2 6 8 2 R062972 FAA ASSIGNMENT CONVEYANCE fa.CORDED This FAA Assignment (this "Agreement") is made as of the'2 r day of September, 2003 (the "Effective Date") by and among Bank of America, National Associatiogn as Administrative Agent (the "Original Agent"), Raytheon Aircraft atfpgibe49 CiltiPoatiett a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware corporation ("GARC"). Ft.'s ' I AViATItfti ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and services, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment RARC hereby sells, assigns and transfers to GARC all of RARCs right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARCs right, title and interest in and to the Assigned Rights. °saw eaatin Qbkica sulk& C_51-)Z allbzlos SDNY GM_02761979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248901 EFTA01332419
anot:vimo vi:pyrrn 8h 2 Wd £2 d3S COQ/ SDNY_GM_02761980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248902 EFTA01332420
0 0 0 0 0 0 0 2 6 8 3 d 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Countetparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02761981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248903 EFTA01332421
SDNY_GM_02761982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248904 EFTA01332422
0 0 0 0 0 0 0 6 4 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. II. Integratios This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. 1274909v6 BANK OF AMERICA, NA, as Administrative A t By: Title: Vi esident RAYTHEON AIRCRAFT RECEIVABLES CORPORATIDDI,.a Kansan tion By: Title: Assistant Secretary GENERAL AVIATION RECEIVABLES CORPORAT ON, a Delaw rporation By: Title etary SDNY_GM_02761983 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248905 EFTA01332423
1 SDNY GM 02761984 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248906 EFTA01332424
. . • . • •••• .7 00000002 6 8 5 ANNEX I Security Agreement dated January 14, 2002 between Samair, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, recorded by the Federal Aviation Administration on March 6, 2002, as Conveyance No. SI18267 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model ITI5D-nircraft engines bearing manufacturer's serial numbers PCE•JA0257 and PCE-JA0256. • EACH OF WHIM IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY_GM_027619135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248907 EFTA01332425
eatariFi6Aff ( hereby certify that f have compared this instillment wim the original insturnent and it is a true and Correct Of said original. '1!^; 0 HY 1NO All; V! !?!!.!1fil Z lid £Z d3S &OZ Ind 1111;i1(131;1 SDNY_GM_02761986 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248908 EFTA01332426
cm - 4 9 FORM APPROVED OMB No. Z120-0042 - TT.7 IT ri lWET 1Ia ..., OF DEPARTMENT OF TRANSPORTATION ._ -ILVIATON ateleMrliltaltre-MINA NORROMIT MISIONAUTICAL TOMER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE B SEP 2 9 2003 UNITED STATES N 793TA REGISTRATION NUMBER AIRCRAFT MANUFACTURER a MODEL Raytheon 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY - • TYPE OF REGISTRATION (Check one box) 0 I. Individual 0 2. Partnership 0 3. Corporation ( 4. Co-owner 0 5. Gov't, 0 8. NAME OF APPLICANT (Penton(*) shOwn on evidence Cit Ownership. II iftfthAdUali EN° lost name. Ant name. and middle ',Midi 4111, 11.) Edward J. Rappa 3.125% of 100% C_See Attachment aCt4L-Cc.a 5- lct-(Y‘S) TELEPHONE NUMBER: ( ) SS (Permanent mellIng.address.for find wolbant listed.) Atirio Flight Options, LLC Number and street: 2618O Curtiss-Wright Parkway Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP COOP 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing thia application. This portion MUST be completed. A false Or dishonest answer to any question in this application may be grounds for Punishment by firm and (or imPfISOnment (U.S. Code. Title 18. Soc. 1001)- 4. CERTIFICATION UWE CERTIFY: (1) That the above entail is owned by the undersigned appitcant. who is a otrzen (including corporations) of the United States. (For voting mist give name of trustee: __ ) Of' CHECK ONE AS APPROPRIATE: a. O A teak:lam aliene with alien registration (Form 1-1$1 or Form 1.551) No. b. O A non.rsitizen corporation organized and doing business under the Laws of (state) _ _ _ and said aircraft is based and primarily used in the United States. Re0Ords or flight houm am available for insciaCten al -. (2) That the aircraft is not registered under the laws of any foreign country; and (0) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administranon NOTE: If executed for co-ownershlp WI applicants must sign. Use reverse side it necessary. TYPE OR RI T NAME SE SIGNATURE R 25 i IN S E TITLE Vice President of Dan ao. .-- t.1-03 fight-Options, LLC S TURE un-Eacting as Attorney-fasm- Fact for Edward J. Rappa SIGNATURE TTTLE 1 DAM NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be OPeroted fof • pence not al ease.. 01 90 days. during which time the PINK copy of this application must be carried In the Moen- AC Fun 8050-1 (12190) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761987 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248909 EFTA01332427
• VL-404,.7 1)4O A 1 . 0 V . 1Z 6 lilkj BZ 1111.1j CO. ,v. z; SDNY_GM_02761988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248910 EFTA01332428
00000000 950 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d a y e e k Reg ft: N793TA Model: Raytheon 400A &N#: RK-244 1.) . 2.) 3.) 4.) 5.) 6.) 7.) • 9.) 10.) 11.) 12.) 13.) 14.) 15.) • Name of Applicant: Michels Pipeline Construction. Inc. Owning an undivided Interest of: 25.00% of 100% Address: Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air, LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap. LLC 12.5O% of 100% Shown on Original form hereto Cobs, Inc. 6.25% of 100% Shown on Original form hereto Anthony ZIngale alt(f:Sa. M. Zingate - Trustees 12.50% of 100% Shown on Original form hereto Robert Keller 6.25% of 100% Shown on Original form hereto Samalr. Inc. 6.25% of 100% Shown on (filaral form hereto McHale-tSoSis 3.125% of 100% Shown on Original form hereto Signatures: Title: Vice President of Flight Options, LLC ' as Attorney-in-Fact #1.2.4.6.7.9,10 Date: Slck-ro3 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.6 By siring above. the *pageant agrees end stipulates (I) to the terms, conditions and codification of the AC Form 8050-1 Akre % Reeling:on ApelicNion.lo which this page is attached (the 'Apsicationl, (II) evasion* Intorrnalion set brief on the Areeloalen is true and cured as of INS date. and (Oh the Aoplicabon may be executed by the co-owners by executing seeerste couMereart signature pages each of velkh when so executed and di:Nimrod shall be an original, but al such counterparts shun together constitute but one end the same elealMefieet SDNY_GM_02761969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248911 EFTA01332429
• • 1440it v1510 ;.113 "71NO 13 6 WU 82 AU CO. SDNY_GM_02761990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248912 EFTA01332430
0 0 0 0 0 0 0 0 9 5 1 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION citaild 5-F1-03 Reg If: N793TA Model: Raytheon 400A &NM RK-244 Name of Applicant: 1.) Michels Pipeline Construction, Inc. 2.) Southeastern Mills, Inc. 3.) REI Air, LLC 4.) SL Wings, LLC Aircap.L1C Colas, Inc. Anthony Zingers 8:(srtSo.M. Zingale - 7.) Trustees 8.) Robert Kettler 9.) Samalr, Inc. 10.) McHale— 1,14.)*55co •CytiWtilit 11.) 12.) Signatures: Owning an undivided Interest of: Address: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Title: 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 Origins) form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Vice President of Flight Options, LLC Acting as Attorney-in-Fact 41 2 4,6 7 9 10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact 43,5.8 Date: By siring above, the applicant agrees and stipulates (I) lo the terms, conditions and certifcalion or the AC Form 8050-1 Aircraft Registration Appficaticn, to which this page 4 attached (the 'Applicatisni, (II) that all or the information set for on the Applicaticn is true and mewl as of this dale, and (ill) theAppecatIon may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shell be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02761991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248913 EFTA01332431
• • V HO v 1)O 1113 v 11.9 12 6 al 8Z AEU £0. SDNY_GM_02761992 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248914 EFTA01332432
• • 0 0 0 0 0 0 0 0 0 9 4 8 FOR PLVQVED cmt he. iita.C4 2( .1 RECORDED i...i ;...nATION Do Na Wrile In This Blodc FOR FAA USE ONLY :.. UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE 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 FE... REGISTRATION ADMINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 25Th DAY OF APR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GWE LAST NAYS. FIRST NAME. AND MIDDLE INITIAL.) EDWARD J. RAPPA 3.125% OF 100% 780 THIRD AVENUE, 5Th FLOOR NEW YORK, NY 10017 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25" DAY OF APR., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN RE (S) ON INK) E CUTED O-OWNE ,ALL SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC VICE PRESIDENT JAMES R. DAUTERMAN 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 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition 0314810154% 85.00 05/28/2003 SDNY_GM_02761993 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248915 EFTA01332433
• • V140/!?1)/0 lip .v.u o Il 6 WI 82 AN CO. SDNY_GM_02761994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248916 EFTA01332434
9 11 A FORM APPROVED OMB NO. 2120-004Z -UNITEON, A S AME CA DEPARTMENT OF TRACIIPOF4DON -PI' re. a Q REDERAL AVIA11O114 AINIMIESTIUMOIRNIIKE NOTIRCINEV AERONAUTICAL COMER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon 400A SO 1-r_L . SERIAL No. Alia ltri i4 4 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one box) 0 1. Individual O 2. Partnership O 3. Corporation i 4. Co-owner O 5. Gov't. O B. l'42 Corporation n.Citizn NAME OF APPLICANT (Person(s) Shown on evidence of ownership. If Individual. ONO last name. first name. and middle "fiat) ii, 11.) Flight Options, LLC 3.12 % of 100% (:See Attachment AlLK-Ced ck -LK) -V:s TELEPHONE NUMBER:( ) ADDRESS (Permanent mailing addrises for first applicant SSW.) Flight Options, LLC Number and street: 761 RO Curti ca-141-4 gilt , Plairlinapty Rural Route: P.O. Box: CITY Richmond Heights swats 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 false or dishonest answer to any question In this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Tub 10 Soc. 1001). 4111 CERTIFICATION liWE CERTIFY: II) That the above aircraft is owned by the undersigned applicant. who Is a citizen (including corporatIons) of the United Stales. (For voting trust. name of trustee: ) or give CHECK ONE AS APPROPRIATE: a. 9 A resident alien. w/th &Ilan regpippon (form 1-151 or Fenn 1-551) Na b. O A non-citizen corporal/on organized and doing business under the laws of (state) and sad aircraft Is based and primarily used in the United States. Records or flight hose am available for inspection at .. (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal avICICMCO of ownershIp is attached or has boon Med with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE O RINT NAM LOW. SIG TIRE Slr.. TORE .. nn.8 Vice President of ight Options, LLC DATE Ck,...n..C)75 K a go S r ATURE TITLE *\:\ DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of aircraft neastrason. the aircraft may be operated for a RONDE Pal In excess of 00 days. during which limo the PINK copy of this application must be carded In the aircraft. AC Form 8050-1 (12./90) (0052-00-828-9007) Supersedes Previous EdItien4y.„ .t4gi 1 9 MO _ .J.......”-, ..,... s evw wicAUrr' avtweik TIME EXTEND . F. SDNY_GM_027819M SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248917 EFTA01332435
V 4%O1,:: )4..11O 6S 1.11E3 0t 1\8,14 £0 utt t1OO. !--; ' "1/4 SDNY_GM_02761996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024891S EFTA01332436
0 0 0 0 0 0 0 0 6 3 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dared R- °3 Reg #: N793TA Model: Raytheon 400A SiN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7. 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction, Inc. Owning an undivided Interest of: Address: 25.00% of 100% Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air, LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto it AnNhi.n4 Si tE, asets-sco... IYi. ttnefitiv•I' S 12.50% of 100% Shown on Original form hereto Robert Kettler 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original norm hereto McHale-Mattson Interests, LLC 3.125% of 100% Shown on Original loin hereto • Signatures: Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5,6 Vice President of Flight Options, LLC for # 11 By storing above, the applicant agrees and stipulates (I) to the terms. cOndaiOnS and certification of the AC Form 8050-1 Aircraft Registration Application. to which INs page is attached (he 'Application". (II) that N of the trepanation set forth on the Application is True and correct as or Ws date and (III) the Application may be executed by the co-owners by executhg separate counterpart signature pages. each 01 vett when so executed and delivered shall be an original. but WI such counterparts shall together constitute but che and the same application. SDNY_GM_02761997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248919 EFTA01332437
• Igo:v:1pr° vtg."4 1.0 6s It U\3 01° 51' ..,4OVf`t€ IS: se SOU' "ji •,- SDNY_GM_02761998 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248920 EFTA01332438
r 0 0 0 0.0 0 0 0 6 0 4 ATTACHMENT TO AIRCRAFT RE, & GISTFtATION APPLICATION drajfedt Lk- trzyCS Reg #: N793TA Model: Raytheon 40OA SINit: RK-244 1.) 2.) 3.) 4.) 5.) 6.)' 7.) 8.1 9. 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction, Inc. Owning an undivided Interest of: 25.00% of 100% Address: Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto REI Air. LLC 6.25% of 100% Shown on Original form hereto SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas. Inc. 6.25% of 100% Shown on Original form hereto "tit! inikskib - 12.50% of 100% Shown on Original form hereto Robed Kerner 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto McHale-Mattson Interests, LLC 3.125% of 100% Shown on Original form hereto Signatures: Dale: Vice President of Flight Options, LLC Acting as Attorney-in-Fact 1,2,4,6.7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 (A-tb-D3 By sicyticsa above. the swam apron and stipulates (I) le the terms, conditions and certification of the AC Farm 10.50-1 Aircraft Registration Application, to ere this page Is attached (the Appricationl. (II) lhal allot the information set forty oldie Applwalion is twe and oared as of this dale. and (III) ma AppICIliOn may be executed by the c earers by executing Separate counterpart signature pages. each of earth when so executes, and delivered shall be an origami. Ise all such counterparts shall together constitute but ono and the same spelt—Vim. SDNY_GM_02761999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248921 EFTA01332439
`400" 113° ALIO V•1 .1 Og ZZ b34 Otn" £0. a 14013.V 1O5:*.z.11-: SDNY GM 02762000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248922 EFTA01332440
0 0 0 0 0 0 0 FORM APPROVED • - —I' UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE 'iota i i, DORDED ?9 PP1 3 33 ' i_ A /IATION ISTRATION Write This Do FNoi OR FAA In USE Block ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE RE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP UNITED STATES REGISTRATION 1 E',..i' i NUMBER N 793TA ADMI AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19" DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME: FIRST NAME, AND MIDDLE INITIAL) MCHALE-MATTSSON INTERESTS, LLC 3.125% OF 100% A TEXAS LIMITED LIABILITY COMPANY 7501 B NORTH CAPITAL OF TEXAS HIGHWAY AUSTIN, TX 78731 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS le DAY OF MAR.. 2003. SELLER NAME (5) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF CUTED FOR 0-OWNER P. L MUST .) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC VICE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT (NOT REWIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED 8Y 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_02762001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248923 EFTA01332441
• V1100•O::Dv A.113 VI. 6s big c:(/' be HOU:: SDNY_GM_02782002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248924 EFTA01332442
• 0 0 0 0 0 0 0 0 6 9 0 R 532 350aggiM AP2PROVED UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION C0NVEVAICE AIRCRAFT BILL OF SALE - ry JED PM 3 33 „ELATION . TRMI0N ltisBlock Do Not Writs In FOR FM USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DEAN SE? 29 CRIBED AS FOLLOWS: cut' ' UNITED STATES f ;..;..i REGISTRATION Ai:AMP,- NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19Th DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19" OF MAR., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) i IN I EXECUTED FOR CO.OW tP, ALL T SIGN ) TITLE (TYPED OR PRINTED) OSF INTERNATIONAL, VICE PRESIDENT OF INC. JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR OSF INTERNATIONAL, INC ACKNOWLEDGEMENT MOT 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 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 031001207149 85.00 04/10/2003 SDNY_GM_02762003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248925 EFTA01332443
• VI4Olic1)10 1,113 V:1014V1)I0 6S IT Wfi OT 8dU CO. 89 11311 I 131 83211V VVA arm SDNY_GM_02762004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248926 EFTA01332444
02:13 Pt 10131C2Et) A 1:12CTFO C3 3 2 445 688 MAY-19-2003 3712 0 0 0 0 VU 4 u 3 i R 0 6 2 9 6 8 r BILL OF SALE AMENDMENT The Bill of Sale Identified in the FAA records as follows: Dated: 12-31-01 Recorded: 2-5-02 Document#: UU032664 CONVEYANCE RECORDED P.01 2003 SEP 29 PM 3 31 .,:itiTION ADMINISTRATION The undersigned parties hereby amend the above described BM of Sale document covering the following aircraft: N793TA Make: Raytheon Model: 400A Serial Number: RK-244 SEE RECORDED CONVEYANCE NUMBER at/ o 3 2664 DOC ID 00/4 PAGE THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER en ^fa \ Dated this pit 01/4 day of 3.LL\ , 2003 SELLER: Magnatech International, L.P. Title: \liCfr___ iSefte1/41/4 OF tck$.. PURCHASER: Raytheon Travel Air Company . Cf2tf.M Lasidassea Vice President 0.12031219171 05.00 07122/2003 SDNY_GM_02762005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248927 EFTA01332445
viYOgirixo A.ttr; Ge C bid 62 311u tue Ha wouvii.t.Si)Thfi .1 s' Infj H4ul 0377808IV VY:01-1111 )10 AJ 'C ‘7 ,.. •:+i•W1)10 LI ZI Lid ZZ 1.11? au v1'2. .. ;:i SDNY_GM_02762006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248928 EFTA01332446
U.S. DEPARTMENT OF TRANSPORTATION • , FEDERAL AVIATION ADMINISTRATION SEE CONVEYANCE NO FILING DATE: CROSS-REFERENCE-RECORDATION This form is to be used in as where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. ' TYPE OF CONVEYANCE SECURITY AGREEMENT DATE. EXECUTED January 14, 2002 FROM SAMAIR INC (625% INTEREST) RAYIBMID A%O2AFT CREDIT CORP (ASSIGNOR) DOCUMENT NO. 5118267 To OR RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR) BANK OF AMERICA NA (ASSIGNEE) DATE RECORDED March 6, 2002 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL ww,n3Frt INVOLVED _I N793TA ENGINES I TOTAL NUMBER INVOLVED 2 MARAS) PRATT & WHITNEY FW-JT15D-5 SERIAL NO. PCE-3A0256 PCP4A0251 PROPELLERS 1 TOTAL NUMBER INVOLVED MA/CE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTALNUMBER INVOLVED LOCATION RECORDED CONVEYANCE FLIED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC F RM11050-23 (0O2-00-532400m SDNY_GM_02762007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024 8929 EFTA01332447
SDNY GM 02762008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248930 EFTA01332448
3 0 0 0 0 0 0 ... 0 6 7 9 RACC SECURITY AGREEMENT copy s118 2 6 7 CO--17 Raytheon Aircraft Credit Corporation CONVEYANCE RECORDED 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by Samair, Inc. (hereinafter referred to as ptrapbplifin unSler Flit 3 17 certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even dale Berewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtop c. g @rTION direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grals, security Interest In the following property and in all additions and accessions thereto and Aitiati ION replacements thereof, all unearned insurance premiums and Insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower: over 750' Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as 'RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current In all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated In any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or pre or take any action to collect or enforce the payment of any amounts which may have beeta pito:which it may be entitled at any time or times. SAMAJR, INC. Beechjet 400A, Jan-02 SDNY_GM_02762009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248931 EFTA01332449
Vi401. 11)10 Ana v!,c...prin0 1,3 T Lid L 93d 20. E.Luo (131IA SDNY_GM_02762010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248932 EFTA01332450
• •• • • • n 0 0 0 0 0 0 0 6 ;) 0 • ' The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. if par /5- 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security Interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such Information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturers recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, Including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all In compliance with the manufacturer's operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such Insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance Is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other Instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents. Debtor shall at all times keep the Collateral, and any proceeds SAMAIR, INC. • Eleechiet 400A, Jan-02 SDNY_GM_02762011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248933 EFTA01332451
SDNY_GM_02762012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248934 EFTA01332452
0 0 0 0 0 0 0 0 6 I • • ' therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default Upon Default as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other Intended disposition is to be made, shall be mot If such notice is mailed. Postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral Is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other Indebtedness or liability of Debtor to RACC, immediately duo and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, In such order and manner as RACC shall choose, in Its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result In the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or In a different manner, and Debtor hereby releases RACC and Its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtors interest in the Collateral. 10. Waiver of Default No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon Its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT SAMAIR, ING - Boothia 400A, Jan-02 SDNY_GM_02762013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248935 EFTA01332453
g-5,-/-2- SDNY_GM_02762014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248936 EFTA01332454
San-N-32 )2:56se . • F roalaytheon Al (Graf 000060006 )F316763726 T-105 P.011/011 F-202 Li a-r d EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT SHOULD OCCUR RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall Inure to the benefit of Its successors and assigns. 17. Assignment RACC may transfer or assign all or any part of its interest In this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its Interests In the Collateral or In this Security Agreement without the prior written consent of RACC. 18. Entire Agreement This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. Executed this day of 2002, at Wichita, Kansas. Debtor Sarnai Debtor: NIA N/A (signs (tine) (signature) (flue) Address: 255 Primers Blvd., Suite 332. Address: N/A Lake Mary, FL 32746 RAYTHEON AIRCRAFT CREDIT CORPORATION By: RACC David A. Davis, Vice President SA AIR. INC. - BeedVoi 400A. Jan-02 015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY 02762 15, and 17 EFTA_00248937 EFTA01332455
V401-tY•11.:9110 ••., • A J.13 hZ I Ida L 934 20. 631t.. SDNY_GM_02762016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248938 EFTA01332456
0 .0 0 0 0 0 0 0 6 5 3 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) (I a- ASSIGNMENT (the 'PAA Assignment'), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation (MIMI"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the 'Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "MS). WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of January 15. 2002 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York SDNY_GM_02762017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248939 EFTA01332457
V:404:1NO All0 ":`'1Ye 1,2 I Wd L 933 20. • 7-:. V VA 0.11;3 SDNY_GM_02762018 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X1248940 EFTA01332458
0 00 0 0 0 0 0 6 3 4 a -7 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION By : Vice Prost eat David A. Davis Dated: January 15. 2002 2 SDNY_GM_02762019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248941 EFTA01332459
SDNY_GM_02762020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248942 EFTA01332460
3 0 0 0 0 0 0 0 6 3 3 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment'), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Aereemed ) dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the 'Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, NA and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WHEREAS, pursuant to that certain contact (the "Contract"), the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the " craft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Aereemenfl; WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all procerAs of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereat the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_GM_02762021 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248943 EFTA01332461
SDNY GM 02762022 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248944 EFTA01332462
0 0 0 0 0 0 0 0 6 3 S • C/2 -3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January 15. 2002 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 SDNY_GM_02762023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248945 EFTA01332463
SDNY_GM_02762024 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248946 EFTA01332464









