000 11 0 0U 1 7 6 1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June tk, 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 18 (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 JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 206401 SDNY_GM_02756149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024307 1 EFTA01328187
viloidviT) A! vo vvrogvino 01 £ L1d IZ d9Lf h952 NOIFMISI:)38 131,814)31V VV3 ;RIM 03114 SDNY_GM_02756150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00243072 EFTA01328188
Kam APPROVED • 0 0 0 0 0 0 0 I 0 9 8 CM3 Pa 2,204042 S malt STATES 01 APAWA OEMPIRMIT OP TRANSPORTATION a MOM abiliNIOTROCIONat IKORIONIO ASIORAIRCAS. COMP AIRCRAFT M REGGIRATION NrUCATION CERT ISSUE DATE wino ST . REGISTRATION MA ATESGER ry 793TA MORK! DIANUFAC(URER A MCOEL Raytheon 400A MAY 11 2004 MINCRAFT SERIAL Ns Y RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION iDsn One Eel 0 1. IndivIdual 0 2. IstareltSNP 0 S. COMCIESNM il,c 4. frowner 0 S. Omit ID 11..b.clin " wit a AORLIRMIT ClinCoall Ikon Co valaroa al ._.Deep I IRMA. Vol INI rms. MI Am& ass moss 444./ 0 12.) Flight Options, LLC 6.25% of 100% (See Attachment daicc171 44-(4"'CIA TELOSONE NI MFR'. 1 I ACONESS cPereard sag Sala Ito YU Semi Iran Flight Options, LLC Kota and slreal 2618O Curti ss-Wright Parkway Rural %At RO. Rot CM Richmond Heights STATE OH DP CODE 44143 0 - CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTENTION! Road the following statfornsot before signing this application. This portion MUST be competed. A Mee ex acres answer le Ws raw n ate agOosscn nue be grams tt snahment Of Ise ens ot orpoonmall Mt Cone. Tale is. Sec 1001) • CERTIFICATION uwE CERMY (I) Toll an Ran lure a uorea by the uNAIRSPRI .0001st Ws se Dann Onarc onatesos1 of re urns Slues (Tot M15 SAL go> tome It truSIO0 ). CC CHEM Celt AS APPACPRIATE a. 0 A ram Jr ern, Sr wrier (Tar 1.161 at FOOT 1461) No. IIA 0 A iseriath cower, crgaruce0 cod Song Dever wale DM Ian It 1411/44 RV bed roan a ears ro glamor, vsed in the Ones Sur Rena Of Mara bun o• aratall IS IMPICion II M TTIA 11* Sad is net sassier red the Mal em saran mums. vc, 131 MO rise ansenroitherthp is stunted Of NO tees hie ...is re Feder' Aram PartristelfrA NOTE: 11 rocas, kg co-owners/Is sI °mitrs must sr Use ,ern. We d necessary. TYPE R PR R NAME SIONATu € 5050 1E MU Assistant SecretarrIE ght Options, LLC(.144..ak RAE MK I a DATE *a SIGNATURE MU DATE NOTE Parana now 0 the Cr*** of Ater Rrisirair. the wain ..11 to 0:oraloa a:capon/la rol n excess 01 90 Mat duo. arch Me ••• PINK cep/tithe aCC•roan tmon be urea n the root AC COM ITITOI (1240)(0.62-03-6284007) Straka Parma 6160n SDNY_Gi.1_02756151 :1- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243073 EFTA01328189
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0 0 0 0 0 0 0 I 0 8 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (5~ 4—UØ Reg II: N793TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) &NS: Name of Applicant: Michels Pipeline Construction, Inc. RK-244 Address: Shown on Original form hereto Owning an undivided Interest of: 25.00% of 100% 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 Zingale & Teresa M. Zingale - Trustees 6.25% of 100% Shown on Original form hereto Robert Kehler 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLC ing as Attorney-in-Fact for Y1,2,4,6,7,930,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,5.8 By signing above, the applicam agrees and stipulates (I) to the teems, condeions and cenilicalion ot the AC Form $050-I Aircraft ~catkin Application, lo which this page is attached (the 'Appticationt ph that all at the inlonnalicn sat forth on the Application is trim and cuffed as ot the date, and Bib the Application may bo trtoculed by the co-oviners by executing separate counterpart signature pages, each of Seat %ten so executed end delivered ~I be an original. but as art cotatetparts shall together =Mule bil one and the sane application. SDNY_GM_02756153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243075 EFTA01328191
' • 0 TT WU 8 Hid kV 89 NO:r. tivtri-J V7:4 SONY_GM_02756154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243076 EFTA01328192
0000000 1 090 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION day ect (4.4.43A Rag N793TA Model: Raytheon 400A SIN# RK-244 Name of Applicant: 1.) Michels Pipeline Construction, Inc. 2.) Southeastern Mills, Inc. 3.) REI Ar. LLC 4.) SL Wings, LLC 5.) Aurae, LLC 6.) Colas, Inc. 7.) 8.) 9.) Anthony Zingale & Teresa M. Minster - Trustees Robert Keeler Samair, Inc. 10.) McHale-Mattsson Interests, LLC 11.) Ronald A. Elenbaas 12.) 13.) 14.) 15.) Signatures: x1[YAs 8. .az 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% 6.25% of 100% 6.25% of 100% 6.25% of 100% 3.125% 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 Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1.2.4.6.7.9.10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3.5,8 Date: Assistant Secretary of Flight Options, LLC for 412 By sgnrg above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Application, to whose the pap is attached (the 'Application'), (II) that all of the inlormatton eel form on the APPIOStOn is true and Curt= as 01 the date, and (Ill) the Application may be executed by the co -owners by executing separate counterpart signature pages. each of ehictivitien so executed and delivered shall be an original, but en such counterparts shall together constitute but one and the same application SDNY_GM_02756155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243077 EFTA01328193
V:i0/;11):0 C;i TT 8 h602 03114 SDNY_GM_02756156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243078 EFTA01328194
0 0 0 0 0 0 0 I 0 8 / FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26TM DAY OF MAR., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER Y008391 CONVEYANCE RECORDED 21.101 nay 11 fill 752 FEDERAL AVIATION ADMINISTRATION Do Not Write In ThIs Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), ONE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 6.25% OF 100% 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. UI tu 0) NAME (S) OF SELLER (TYPED OR PRINTED) ANTHONY ZINGALE AND TERESA M. ZINAGALE TRUSTEES SIGNATURE (S) (IN INK) (I CUTED F CO-OWNS MU IGN.) JAMES R. DAUTERMAN TITLE (TYPED OR PRINTED) ISTANT SECRETARY OF FLIGHT OPTIONS, LW ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE AND TERESA M. ZINGALE - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: FIOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-829-0003) Supersedes Previous Edition 040191.1t8123 I5.00 04/08/2004 SONY_GM_02756157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243079 EFTA01328195
„ V:10FiV1):0 1,110 V1101O1310 £I, TT WEI 8 NEI NZ 86 NOI/Cd.BISUIA4110111Y 03114 0 SDNY_GM_02756158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243080 EFTA01328196
0 0000003 0 S 4 FORM APPROVED PAS . ENDOW UNITED STATES OF AMENCA DEPARTMENT OF TRANSPORTATION FusERAs MARION AlamplunOliaRCE IIONRCOrt matomuncat Cerra AIRCRAFT REOISTRATIDN ANIMATION CEFfE ISSUE DATE REa Immo ON $°MJeMER IN 793TA m( FEB 0 5 2004 Amami IA NIPAGIVIIER & 1•00EL Raytheon 400A ANCRAIT SERA/. No RX-244 FOR FAA USE ONLY • TYPE OF RECUSTRATICH taw* an toil 0 T. real 0 2. Pannerinp 0 3. Corporation q 4. COMMIX moon 0 lA timaz" NAM/ OF APPLICANT IhrscrO) Mown at widows ol omenhas it inehlebAl. 4,0 - 11.) Ronald A. Elenboas C See Attachment aill;Ccek 11 49.94C) TELEPHONE NUMBER. I ) "saw rest nam am sofa IS) 3.125% of 100% ADDRESS (Peonansni ••••• scaSsosIor It opplosol Nasal E/0 Flight Options, LLC Minter ard war 26180 Curtiss-Wright Parkway WNW r12‘44. PO. eta an Richmond Heights STATE OH ZIF ECCE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTE/47)0Ni Reed the following statement before signing this application. This portion MUST be completed. A moo a r dogmas r roam swam • Vas 21/0(.1.14,1 may to colunds Io, Sonth•ons or Ira sod, or ocaria-mart NS. Ude. TIM It Sat. EON • CERTIFICATION LM ceRTsv (.) Rol Pa new Noah • crowd l• Ms wean! apart ate • • oarm ••••4•2 onorascosl ol Rs LAOS Sian (Fa wrara W.S. pa rem a ins I. at CHECK ONE As ANNIOPRIME. F 0 A reftlani OM MI Pon rogisersaor, (Foos I•ISI or Fan 1.569 Ns — . _ _ — la 0 An:pato earsonliko Ogifral•S all ding henna redo the ton ci DAMS - — and sad wan Is lad and pease" used et IN Lama Staten Roams 0. WI 0)001 attrnabis Ica 0400[100 a (2) Ma Ow saw hi fel 14.1110100 utdrir Po Iwo of aro bops con, On4 (3) Thal kgal w.0ae. ta ~sift is Mashed or Ms Non Nod at, Pa San *oaten birtntsit Bien NOTE' • 0000/Mad tar ODONNINAO all ACIPtants must sign Use revers SOO it nOCOSSary TYPE P NT NAME Ei W SIGNATURE yfrF ntiAssistant Secretary light Options, LLC DATE -... ,aims b TITLE a1.. Ling r e In-Fact for Ronald A. Tra f( IN scisauRE fillkillenbaas d et \\ DATE . . NOTE Prato ANS o/ as Cafe* 01 Oiralift Reostricon. Ino swan way 00 opinIsd hp • RON aor S. new ca TO days, awes what Pro Ins PM Roy d awl attscarion .are 00 opol00 ai PO *OM AC Fam SOW (1990) 9:0241049204fX7) Swanson Primus Caw, Alr SDNY_Glvl_02756159 7.1- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_0024308I EFTA01328197
,• • Visl0HV1)10 A.1.10 VIV0NVU0 LT £ Wd 22 330 EON US NOIMILSI03211080211Y VYA HIM 03114 SDNY_GM_02756160 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243082 EFTA01328198
0 0 0 On 0 3 0 5 ATTACHMENT TO AIRCRAFT RE APPLICATION IST TION lam -O3 Reg #: N793TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) S/N#: Name of Applicant: Michels Pipeline Construction, Inc. RK-244 Address: Shown on Original form hereto Owning an undivided Interest of: 25.00% of 100% 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 tom) hereto Aircap. LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original tone hereto Anthony ZIngale 8 Teresa M. ZIngale Trustees 12.50% of 100% Shown on Original form hereto Robert Kettler 6.25% of 100% Shown on Original form hereto Samalr, Inc. 6.25% of 100% •Shown on Original form hereto McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-In-Fact #1.2.4.6.7,9,10 Vice President of Raytheon Travel Air CO. Acting as Attorney-in-Fact for #3.5.8 ka-raae, By signing above. the applicant agrees and stipulates (1) to the terms. conditions and certification of the AC form 8050.1 Aircraft Registration Application, to which this page is attached (the "Apracationl. (II) that an of the infermation set forth on the Application is true and cunect as of this date. and (Ill) the Apscation may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and deevered shall be an original, but an such counterparts shall together constitute but one and the same *placation SDNv_GM_02756161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243083 EFTA01328199
1 0 VVI0NV1N0 All0 O101O1N0 LT £ Wd ZZ 330 EIJOZ NB NOI1V211S1932111YHOHIV „NU H.LIAI OyllA SDNY_GM_02756162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00243084 EFTA01328200
0 0 0 0 0 0 0 3 0 S ATTACHMENT TO AIRCRAFT RgGIATR.TION APPLICATION &OM'S.. freat,m3 Reg #: N793TA Model: Raytheon 400A N#: 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 Zingale & Teresa M. Zingale - Trustees 12.50% of 100% Shown on Original form hereto Robert KetUer 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto McHate-Matteson Interests, LLC 3.125% of 100% Shown on Original form hereto Signatures: L.:. via,. . f2 la e-Q 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 ta-sat3 By signing above, the applicant agrees and stipulates (I) to tins, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Applir2tioni, (ll) that all of the information set forth on the Application is true and cuffed as of this date, and (III) the Application may be executalthi thesis-owners by acetuting separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such Couhierpiris ;hall together constitute but one and the sane application. • SDNY_GM_02756163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243085 EFTA01328201
0 VilOtiV1)10 A110 VHOHTINO LT C Wd ZZ 330 010? IIHNOLLVE/S13313 /31/8081V 'IVA HUM 031li SDNY_GM_02756164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243086 EFTA01328202
00'000003 053 FORM APPROVED OMB NO. 21204042 . 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 En 11 I FEDERAL AVIATIOI ADMINISTRATION WMe In This Do F Not OR FAA USE O Btock 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: re w < co t (J w D a. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.( RONALD A. ELENBAAS 3.125% OF 100% 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 177e DAY OF NOV., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK CUTED FOR CO-OWN ALL MUST IGN ) • TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/9 )(NS 0052-991X9-0003) Supersedes Previous Edition 9 ED 3 SDNYOM02756165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243087 EFTA01328203
1 0 Vii0HTINO All0 MOHY1NO LI £ Wd ZZ 330 OE 11B NOLLVilS1931113VIMIV rid NII/A 03113 - SDNY_GM_02756166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243088 EFTA01328204
0 0 0 0 0 0 0 0 I 3 0 x x 0 2 5 8 kkp 7-S86; FAA RELEASE COINEYANCE RECO' ErifSB nZT 10 0 1 AnIRISTRATIOti Raytheon Aircraft Credit Corporation (the `Secured Pare Fi 5 L secured party under the Security Agreement described and defined RA AVIATIO. Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, tile and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this day of November, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ FFg W2-O314 .3(a 5-1 SDNY_GM_02756167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243089 EFTA01328205
VWOMV1U0 ALIO VWOHV1V0 Th 8 WU 8 Mr tee 88 NOI1V8181032114V11081V • VI/1141MA 03114 SDNY_GM_02756168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243090 EFTA01328206
0 0 0 0 0 0 r1 0 I 3 I Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June 0„ 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, feeordkj 1iDA the FAA on 1404 ariler 5 I PC03 QS CcANIEyanCt. Nun** apncomsc (the "Security Agreement"). Aircraft One (I) 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 JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCS JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20EAO/ SDNY_GM_02756169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243091 EFTA01328207
nwoHvlxo AIIQ Theid:::A002 ele NOIIVIIISID3W 1.PIN VV4 ()a lid 381v SDNY_GM_02756170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243092 EFTA01328208
TOTow AFPACNID So TIO-002 unneneyame OF NERD oteunuonof yn.4avoloAnoi " ROOM *NMI AMINININIC0402 lielerage Affitste%Mem COMM AIRCRAFT REGISTRATION APPUCJOICN ° ' ' CERT. ISSUE DATE (MD NOV 6 2002 UNI STITES IONNUSSER ti 793TA RECESTRAT TED AIRCRAFT MANUFACTIRER & MEM Raytheon 400A MRCIRAFT SERIAL No -244 FOR FAA USE ONLY 'WE OF REGIEMIATRIN IOIe ow tog !DLit-4as ci 2. IFIVIRESIO la 3. oopontan got coon 0 t eon 0 &'4•Pcalle NAME W APPUCMIT ONNOITIN Yew. SI Se 0 0.00INS I (00AIIII4 gla NO Mot Se Noe eral mane Mai 252 of 100'); • 11.) Flight Options, LW 3.112, (pee Attachment &Oka ItIA CPS) TIDEPHYE NUMBER ( 1 JJJ NICRESS OIerTortrt mean; Maas ON lbet EPOS MOW Flight Options, LLC Moss ar0 Met 2619A Cnrrins-9risht Parkway FlefloAN PO. Son an ' Richmond Heights STATE OR Tr COOE 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Red the following statement before signing this application. This portion MUST be completed. A lase or Throned nor man/ puma or n n limb applaerce mob • veal. foe purearroote by Int &Ores engeNo-erv! . NS Cale. Toe It See. NMI CERTIFICATION • CERTIFY (I) TNT to ere woe is owwa te re wersitold sax a a • emon (,so rocwatoe , Y re UMW Stoles. tre wow wet pri meows L 0, CialCx ONE AS ATISCORIME: o 0 A NSW siel. WM Yen reglelniel (Fore 1.151 or Rea 1461) ll. O. ID A roodino .swan eggnog era ease buses weer Ile Iles 0 Dmiel ard NM Moe Is Seed end Tamale IS In to UMW SOS Poem* 0 No non OM MISS sr nmedlorr 0 (2) moo se ante fa tegaloy0 west to lee of ore lacer roan en 0) nue *pa 54•••:• Of osTentO a steel or Nei been feed se IS Fenn, hotter N>nrestreloo NOTE' el exoculed for WOO all aorricantt must sir. Use reverse stle rl neeesstoT TYPE INT NAME OW SIGNATURE 1 ITRE Assistant Secretor J. !I utions, LW fDAIrf wri4:5 DATE TITLE \ SIGNATURE TITLE DATE Hon nrorg nfoffg Cl the CAnfa nO a MOM algellaa. We ebb' Troy be *prase for e sped not r encen 0 90 4 . 6.0.e *Fon me Ito OINK ceps 0 ell mokelete. fl'SAMI M urged in iv even AC Ron 8059-i (/250) (0352-00-62194007) *SW Pfroous Edna, SONY_GM_O2756171 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243093 EFTA01328209
• VI`:0:•:%11)!O LC TT WEI C 130 NU VVA SDNY_GM_02756172 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243094 EFTA01328210
9 9 U anaHmENT-to 'AIRCRAFT REGISTRATION APPLICATION acs ?cot ter-i AD3 Reg it N793TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) S!N#: Name of Applicant: Michels Pipeline Construction, Inc. RK-244 Address: Shown on Original form hereto Owning an undivided Interest of: 25.00% of 100% 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 Zingale M. Zingate - 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 McHale;M4458on -"AktretStS LAC. 3.125% of 100% Shown on Original form hereto Signatures: Title: Assistant Secretary of Flight Options. LLC as Attomey4n-Fact /41,2.4.6.7.9.10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 Date: 10-1-6-3 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Appicabon. to which this page Is attached (the 'APP4cabon"). (II) that all of the information set forth on the Application is true and cured as of this date. and (III) the Applicabon 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 al/ such counterparts shall together constitute but one and the same application. SDNY_GM_02756173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243095 EFTA01328211
w"r!."11M0 L£ TI WH £ COe2 •• • : VV•;r!i... _ SDNY_GM_027561 74 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243096 EFTA01328212
u 0 0 0 0 0 0 0 9 0 0 ATTACHMENT TO AIRCRAFT REGISTR4TIO& APPLICATION cbalt-HW0‘, IQ-142 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 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 Zingale OEM0. M. Zingale - -- - 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 meriale+takkseen TAWEsts 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 1P-( -O3 By signing above. the applicant agrees and stipulates ill to the terms. conditions and certification of the AC Form 8050-1 Aircraft Regiseation Application. to which this page is attached (the "Apeocaticry). (II) that all of the information set forth on the Application is true and correct as of Ibis date. and (III) the Application may be executed by die co-owners by executing separate counterpart signature pages. each of which when so executed and dekvered shall be an original. but all such counterparts shall together constitute but one and the samo application. SDNY_GM_02756175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243097 EFTA01328213
VIIORV1M0 .,,:":".V1Y.0 LC TT LIU £ /30 C0 SONY GM 02756176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243098 EFTA01328214
FORM APPROVED . 2i2Q0002 .. ..f. UNIT kiED- __..,STMECOF AME"-RIL gi•A - • U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE UVUC010D VEYANCE RECORDED NOV 6 Pill 4 01 AVIATION ADMINISTRAT;ON Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE COI 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. RIC-244 DOES THIS, TM DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NNAE, FIRST NAME. AND MIDDLE INMAL.) FLIGHT OPTIONS, LLC 3.125% 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 THIS33 TN OF SEPT., 2003. SELLER NAME (S) OF SELLER ,---‘. (TYPED OR PRINTED) I SIG TURE (S) (IN I (IF )IECUTE FOR CO-OW RS IP. ALL SIGN.) TITLE (TYPED OR PRINTED) EDWARD JRAPPA ASSISTANT SECRETARY ( IC JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN FACT FOR EDWARD .KAPPA ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 03.001IMIA SDNY_GM_0275Bin SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243099 EFTA01328215
V(O171)0 A}.!•:; L£ II lJkl £ 130 CO IR; fil,:irOtr,r SDNY_GM_02758178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243100 EFTA01328216
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION SEE CONVEYANCE NO FILING DATE: CROSS-REFERENCE-RECORDATION This Corm is to be used in cases where a conveyance rovers several aircraft and engines, propellors, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SUPPLEMENT TO DOC S 122733 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT DATE EXECUTED 1022/03 FROM FLIGHT OPTIONS LLC - BORROWER DOCUMENT NO. QQ0281I8 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP - LENDER DATE RECORDED November 5, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I IOTA,. NI IMRFR INVOI VP') II N74614 N742TA N715TA NTH-1'A N793TA / N437CW N744TA N74ITA NT20TA N726TA N754TA ENGINES I TOTAL NI IMRER MVO! vF7I1 22 MAKES) (SEE ATTACHED LIST) SERIAL NO. (SEE ATTACHED LIST) PROPELLF.RS I TOTAI NI IMRFR INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMRFR INVOI vFn LOCATION RECORDED CONVEYANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CORP 400A, Sft4 RK-I98 (SEE O06, PG 5) AC FORM SOSO. (I-%) SDNY_GM_02756179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00243101 EFTA01328217
SDNY_GM_02756180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 02 EFTA01328218
i-r-t U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE 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 nitration mutter) 1 TOTAI. NI IMRFR DIVOT vcn 1 N793TA • ENGINES I TOTAI.NIIINFIFR INVOI VFID 2 • MAKES) PRATT & WHITNEY JTI 5D-5 SERIAL NO. PCE-JA0256 PCE-3A0257 PROPEI I FPS I TOTAI NIIMRFR MVO; WI) MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR INVOLVFD LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (I-%) (0052-00-6824000) SDNY GAO 02756181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243103 EFTA01328219
r SDNYGM02756182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 04 EFTA01328220
0 0 0 0 0 0 0 2 6 7 4 R062974 FAA ASSIGNMENT CONVEYANCE XL This FAA Assignment (this "Agreement") is made as of the XL day of September, 2003 (the "Effective Date") by and among Bank of America, National Associasjgn as Administrative Agent (the "Original Agent"), Raytheon Aircra)32gavalacsithirpirAThn, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,..a (pri!aware corporation ("GARC"). RECITALS: ADMI,iiSTRATION 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 I, 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 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 Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. etlbalos SDNY_GM_02756183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243105 EFTA01328221
• i • VriONV1)10 AE i.: (14v-Ho 86 Z Wd £Z d3S tOCZ bti WWI; 1A1S0211V TIA SI1USCTIU SDNY_GM_02756184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243106 EFTA01328222
7 0 0 0 0 0 0 0 9 6 7 5 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. 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. I 274909v6 -2- SDNY_GM101_02756185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243107 EFTA01328223
SDNY GM 02756186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 08 EFTA01328224
0 0 0 0 0 0 0 2 6 7 6 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Interation. 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 President RAYTHEON AIRCRAFT RECEIVABLES COFtPORATI Kansas co ration By: Title: Assis ant Secretary GENERAL AVIATION RECEIVABLES CORPO Delaware corporation By: Title: 1274909v6 ecretary SDNY_GM_02756187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 09 EFTA01328225
SDNY_GM_02756188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243110 EFTA01328226
0 0 0 0 0 0 0 ? 6 7 7 ANNEX 1 Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RC-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-5Circraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. • EACH OF WHICH IS CAPABLE OF PRODU G 750 OR MORE RATED TAKE HORSEPOWER SDNY_GM_02756189- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 11 EFTA01328227
6ERflEi6AFE certiiy 11111 1 IWO compared WS . - WM MO ON O& illIARMOIlt WO it i1 • .g,"4 09O0 C0Py 01 WI aripral. VNO:-IV1X0 All0 Wd £Z d3S C1i V t'A SDNY_GM_02756190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243I 12 EFTA01328228
-r • -, U.S. DEPARTMENT OF TRANSPORTATION . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: • This form is to be used in eases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE G000258, 0013, PGI) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. 1(062973 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 numbs) I TOTAI.NI IMRFR INVOI NED I N793TA ENGINES I TOTAL. NIIMRPR INVOI VF11 2 MAWS) PRATT & WHITNEY IT, 5D-5 SERIAL No. PCE-3A0256 PCE-JA0257 PROPELLERS I TOTAL NI IMRFR INVOI NW/ MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI MRFR INVOI WI) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (146) (0052-00-582-60001 soilit'biA_62756191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243113 EFTA01328229
SDNY GM 02756192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243114 EFTA01328230
fl 0 0 0 0 0 0 2 6 7 8 FAA ASSIGNMENT R 0 6 2 9 7 3 COHVGYANCE fiCORDED This FAA Assignment (this "Agreement") is made as of the ,/day of September, 2003 (the "Effective Date") by and among Bank of America, National Asnrciaj4oploas Administrative Agent (the "Original Agent"), Raytheon Aircraft /683.32,46a Ccirtibralictir? a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware ) ; - ' " ' corporation (11GARC"). nun ADMINISTRATION 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 RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 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 Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. u1/44sabo_-0 4, • OD 9 as oB SDNY_GM_02756193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243115 EFTA01328231
VitiONV1NO rNotiviuo 011 Z hid CZ 439 COO? N8 liCIIV:111:*;;,' .1:11a31111> 114"41O.1A; 03114 SDNY_GM_027561 94 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243I 16 EFTA01328232
0 0 0 0 0 0 0 6 7 9 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 SDNY_GM_02756195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243117 EFTA01328233
SDNYGM02756196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 18 EFTA01328234
0 0 0 0 0 0 0 2 6 9 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 fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vice • sident RAYTHEON AIRCRAFT RECEIVABLES CORPORA a Kans ••.•ration By: Tit! stant S tary GENERAL AVIATION RECEIVABLES CORPO Delaware corporati By: Title: ary 1274909v6 SDNY_GM_02756197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243119 EFTA01328235
SDNY_GM_02756198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 20 EFTA01328236
0 0 0 0 0 0 0 1 6 3 I .• . ANNEX I 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 JTISD-5thircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. EACH OF WHICH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY_GM_02756199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243121 EFTA01328237
• • • 4, • ce alltTiEleteie hereby cattily that I have compared this instrument with the original insvutnent artO it is a tate and correct yol *lira,. VIhOHVlk0 AIFO viMPV1310 8k 3 Wd C2 d3S in:2oviv VVd OSl1.4 SDNY_GM_02756200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243122 EFTA01328238
A, U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. Fik original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE FAA ASSIGNMENT SEE CONVEYANCE SI18267, C018, PGI) DATE EXECUTED SEPTEMBER 22, 2003 FROM BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DOCUMENT NO. R062972 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP DATE RECORDED September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by regisbilice Rumba) I TrAl NI !MEER INVOI WI) I N793TA ENGINES I TOTAL NIIMRFR Well WO 2 MAKE(S) PRATT & WHITNEY JTISD-S SERIAL NO. PCE-3A0256 PCE-1A0257 PROPF" I FRC I TOTAI NIIMRFR MVO! VET) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS ' . I TOTAI NIIMRFR INVO! WI) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM SOSO-23 (I -96) (002-00-582-6000) SDNY_GM_02 756201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00243123 EFTA01328239
SDNY_GM_02756202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243124 EFTA01328240
0 0 0 0 0 0 0 2 6 8 2 R 0 6 2 9 7 2 FAA ASSIGNMENT CONVEYANCE ASte 0 DED This FAA Assignment (this "Agreement") is made as of the';t rday of September, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheon Aircraft MeStibla CatioratiA a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware - corporation ("GARC"). r RECITALS: ADMUIISTRATION 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 I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 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 Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigncd Rights. eCua Mkt csa) ckla*a SDNY_GM_02756203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243125 EFTA01328241
4 vriolivimo ADD vr;:,..viy.o 9k Z LW £Z d3S CON .1.f.,1JC`UIV ily:S SDNY_GM_02756204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243126 EFTA01328242
0 0 0 no 0 0 6 8 3 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- I 274909v6 SDNY_GM_02756205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 27 EFTA01328243
SDNY_GM_02756206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 28 EFTA01328244
4 • 0 0 0 0 0 0 0 2 6 8 4 J' I. 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. 1274909v6 BANK OF AMERICA, N.A., as Administrative By: Title: V e 'resident RAYTHEON AIRCRAFT RECEIVABLES CORPORATI a Kans By: Title: Assistant Secretary on GENERAL AVIATION RECEIVABLES CORPORATION, a Delaware corporation By: Title SEretary SDNY_GM_02756207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243129 EFTA01328245
SDNYGM02756208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243130 EFTA01328246
0 0 0 0 0 0 0 2 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. SI 18267 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-Ssaircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. • EACH OF W :ICH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY_GM_02756209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243131 EFTA01328247
C • " alifIRCATE I hereby certify that I have compared this instrument with the original Matnneht end it i6 a true and correct copy ol said ctItitialn. Avms_Eet LUG ri. :".•,:!yiy.0 86 2 lid €2 d3S cce? VG VVd 031;3 SDNY_GM_02756210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 32 EFTA01328248
9 4 9 FORM APPROvt0 CAM No MO-COQ —11—'10 . A ac Cf.PARIIMIT CO TRANSPORMION •••••desae_losimon sac cn CERT ISSUE DATE FX SEP 29 2003 arritanotraira ISOILYPIV.M. 'SMUT RECISTIUMC01 APPUCATION • tort, STATES u 793TA REOMMAnON MAW n IIRCSAFT MAKIFACTOIER • NOM • Raytheon 400A AIRCRAFT SERIAL Na RR-244 FOR FAA USE ONLY • TYPE OF REGISTRATION tom, ono Pcp) • 0 I. IIICPAGUR 0 2. Partnership 0 3. Corm. moon ( 4. Commer El 5. Oast 0 S.Msaleve HAW OF APPLICANT CP•ilon011 Woo, co awn ci wenn. I. letni1041 VII IAN diAL Ord Pak ad miltal Wal I • 11.) Edward J. Rappa 3.125% of 100% See Attachment cia46,a 5-t.c[4: TELEPHONE MASER , I "DIgns (Parmn" na°1/217}7AVtperfcrnr," LLC Renew ,,,p West 26180 Curtiss-Wright Parkway An/ AAA* CITY Richmond Heights STATE OH ZIP COOS 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 ISA a astor•ITI Ira TO NW astern., applIcan in S 'pte lot poviernere by It* Ana IR drassiscoriwN WS GTO. Edo II. Sec TONI • CERTIFICATION •WE Canner III TRW Ow Sow Awe rs ono, DI Ps wWwWTOTI Wk.{ •10 Realm THAW% caws.** a en US W, Slaws Oa cup INN. WO name CO IVAII0 I Or CREOT ONE AS APPROPRIATE • 0 A iwillel slwt WET .in wpotortOo (row 1.,5. Or rase 1-$3.1 TO b. O A itwation colotalon craw, as ORTE RAPS toner Pa Ian a [trawl _ ow NM ARAM a LAMA NW plmanly us] In Ow UMW SWIM Swords a NO. Ron Sit waN0.0 .0, owP•c•To a CH TRH re &NM a re. wERNOTI Wel RA IRO of RN *Or sate and (3) Me vrpo manor a omastm a nom at re. Wen Ned *oh to Feats/ Anton Ai:roost:Roo NOTE: II stOCUNd for COOTWiti•Np av tioolCarM must son Use cows* &Go if nen-”Iry TYPE OR I R NAME SE SIGNATURE 1 8 g 0 i s TnEVice President of ptions, LLC am 5-15-03 sEr UE mulacting as ttorney -fa* Fact for Edward J. Rappa SIGNATURE TM AP 1 X a CAT[ NOTE PlIACIAA rococo. o. Pa CHIllomeolAlosall Reparafoo. The ORS Ray OP amnia, kr s puma MIA MS Al SO Oen. Peng Hoot, Tow t• MC copy CP cos WORMER mai as MA NI IA SO INCIAIL AC Fam Kepi ozsomostoo-szersosn 94eseas Pants ESKA SDNY_GM_02756211 1 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243133 EFTA01328249
VI405131110 4 A I'D V' 1;s1rUt 0 e IZ 6 WU 83 AIN CO. 10 S SONY_GN1_02756212 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA JX1243134 EFTA01328250
0 0 0 0 0 0 0 9 S 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ci rd Reg #: N793TA Model: Raytheon 400A 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 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale irrift:Ss. M. Zingale - 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 McHale.htS6 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 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 Dale: SI.ct-o3 By signing above. the applicant agrees and stipulates (II to the terms. conditions and certification of the AC Form 8050-1 Aircraft Regstration Application. to which this page is attached (the 'Appriceuon't. (II) that all of the information set forth on the Application is true and cunect as of tin 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 as such counterparts shall together constitute but one and the same application. SDNY_GM_02756213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243135 EFTA01328251
1 • • 7N011 71710 "!.: •71r0 TZ 6 WU 8Z in CO. SDNY_GM_02756214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 36 EFTA01328252
0 0 0 0 0 0 0 0 9 5 I. ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (ittato s-n -03 Reg a: 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. LLC Coles, Inc. Anthony Zingale ei etrtSo..M. Zingale - 7.) Trustees 8.) Robert Kehler 9.) Samair, Inc. 10.) McHale— I-kekkS5to "rwYea 11.) 12.) • Signatures: L,Da.a.e,A.:cR 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 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 3.125% of 100% Shown on Original form hereto Title: Date: Vice President of Flight Options. LLC Acting as Attorney-in-Fact 412.4.6,7.9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3,5.8 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8C60-1 Aircraft Registration Application, to which this page is attached (the 'Application`). (II) that all of the information set forth on the Application is true and currect as of this date, and (Ill) the.Applicatico may De executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered thee be an original, but al/ such counterparts shall together constitute but ono and the same application. SONY_GM_02756215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243137 EFTA01328253
• • vHow, Ivo um v..: ,orrf.o IZ 6 LW 83 AVIA CO. SONY_GM_02756218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243138 EFTA01328254
. • • • • 0 0 0 0 0 0 0 0 9 4 8 cmytiwr D RECORDED 29 Pil 3 33 ri.„, ;...,,,4-noN MINISTRATION Do Not Write In The; Block 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: . Zetl3 $:P UNITED STATES FE REGISTRATION At NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2r 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 IS), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) EDWARD J. KAPPA 3.125% OF 100% 780 THIRD AVENUE, 5" FLOOR NEW YORK, NY 10017 DEALER CERTIFICATE NUMBER AND TO SINGULARLY ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD 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 URE (S) (IN INK) CLUED O-OWNE H ,ALL SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ICE 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 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 95.00 05/28/2003 SDNY_GM_02756217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243139 EFTA01328255
• • Vd401!V 'Om silo .•V 1 Y.0 IZ 6 MI Ele 1{N.:1 CO. v.4 • • SDNY_GM_02756218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 40 EFTA01328256
EOM *PROVED Ms No. M20.0042 1. •-640•4n 2 Ma* aMtlieNT DTRADIPOR410• .% J Z AIRCRAFT REOSTRMICM APPUCIDON CERT ISSUE DATE MATED STATES AEOLEOWVICM MAILER il 793TA /Alava MANUFACTURER • MODEL Raytheon 400A SO i—cb lzsr.- ta FOR FAA USE ONLY PM OP REOISMATION Kayo one OA 0 1 Maykkal 0 2. REIMS* 0 3. COrpOrMiE0 a 4. coda. 0 5. Gml 0 B.P.N'alwn epl NM OA APPUCANT Monacta W al •••••• of emarlap. I ateMat ge• S MM. Vie IWIW •A• waft MIL) il, 11.) Flight Options, LLC 3.12 % of 100E (:See Attachment aaked (4-to-TM TEUIPHOPM HUMBER I I ADDAMS exanint mac soma lor tea appose UMW Flight Options, LLC lefee mal•Dest 961 AA Curti aa-Wright Parkway Rola kala PO. Box a Richmond Heights OH rya 030E 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENT1ONI Read the folk/wing statement before signing this application. This portion MUST be completed. A ub• 01 cutcrwa ••••I • mg women • we arolcaka awry t • lasocb ow paavnrt try in and /or &I S Code. Tine II. Sc 10011 • CERTIFICATION (I) TS Ede Mae Mem. X owned l• Ms .8,4ns/hod ma& Me 4 • ceibM 110 VATAI colcesecal M VO IMMO NNW (MX Kt:petit On Awe al Mint tin *Ma GE AS APPROPRIATE: & 0 A nrawe S. MO Men NOSS (Few 1.161 a nom 11E4) mA b O A evriciam capnta mmam wa aka Pains WOW Ile Ian e (4•00 — n1 sad sena in 0•••1 and pew* ameI in t• U, Semis Rm., a Ilerd lain re eriake• ew **MOO * • MI nil Ibe brook • fat mEM*00 uMS St Ion of My *lip cony; end c3) That los, &Move al onner•dp a Malieci ce Me been Med Mn no Amin &Aston Ateritsata NOTE: II execAel T02 CO-0•TerShO all •KATAIRTA nun sign We WSW as I dloMMEMY. TYPE RPM NAM TUBE I mu Vice President of night Options. LLC OME Lk.tt0C)75 g 0 TUBE Tins .Ak k \ OM I SIGNATURE 11TLE DATE NOTE Pertano mega,* ConAcale 0 Moan Regielndon. M eon, Noy be ORIMINd Om • peed nce dn mess ol CO Sys, dkIng once, two tne PAX oopy ce me wpiampan mop be owned In no masa AC Fret KEPI (12A0) (0:624:0421MXP ISmara Pmaafiigacan! joy 191413 -,... awsi TM EXTEND SDNY_Ght02756219 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243141 EFTA01328257
• vi011 1.?1(1 4.0 ), LID Y'` ' tro ss tt - • to lie 13/431L'i.. . z SDNY_GM_02756220 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243142 EFTA01328258
0 0 0 0 0 0 0 0 6 3 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 8094 R-1or0-5 Reg #: N793TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Michels Pipeline Construction, Inc. RK-244 Address: Shown on Original form hereto Owning an undivided Interest of: 25.00% of 100% 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 PCs!*ON etttlSo... "Li Vilf.• - t-VAASE,cS 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 McHale-Mattson Interests, LLC 3.125% of 100% Shown on Original form hereto - - - - • Signatures: ‘saueeseseas sat02sae12_ Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4.6,7,9.10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5,8 Vice President of Flight Options. LLC for # 11 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the 'Application (I0 that all of the information set forth on the Application Is true and cured as of this date, and (Ill) the Application may be executed by the oo-ovasers by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02756221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243143 EFTA01328259
• j330'4.;;Vtio " „ Ilia N'd viu 6s n „.• SDNY_GM_02756222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243144 EFTA01328260
r 1.) 2.) 3.) 4.) SL Wings, LLC 0 0 0 0 0 0 0 0 6 3 61 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 64 jfed tc.)-O3, Reg #: N793TA Model: Raytheon 400A &N#: RK-244 Name of Applicant: Michels Pipeline Construction, Inc. Southeastern Mills, Inc. REI Air. LLC 5.) Aircap, LLC 6.). Colas, Inc. reoscril M -ZikcselE. "1-(103%feS 8..a Robert Keltler 9. Samair, Inc. 10.) McHale-Mattson Interests. LLC 11.) 12.) 13.) 14.) 15.) Signatures: Owning an undivided Interest of: 25.00% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 3.125% of 100% Title: Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Vice President of Flight Options. LLC Acting as Attorney-in-Fact 12.4.6,7,9.10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 Date: ort:0-03 By sniping abaft. the appscani agfees and stipulates (I)10 the terms. renditions and certrication of the AC Form 13050-1 AtfC1311 Registration Application. ICI which Inn page is attached (the "Applicalcrig (II) thal all of the information set forth on the Appicabon is true and caner., as of Inn date. and (fit) the Application may be executed by the co -owners by executing separate counterpart signature pages. each of %tech when so executed and delivered snail be an original. but all sucn counterparts shall together consutute but one and the same spear-anon SDNY_GM_02756223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243145 EFTA01328261
• zIud co: '6 tf". Yu t \12. 1. ' SDNY_GM_02756224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 46 EFTA01328262
• • 0 0 0 0 0 0 0 FORM APPROVED .. U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA l'uoc.m FEDERAL AVIATION OF SALE CON JEYANCE :I0RJED .9 PM 3 33 '.1. MIATI0N ISTRATI0N • Do Na Write in This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE RE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP • UNITED STATES REGISTRATION Far-I NUMBER N 793TA .ADMI AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19^4 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 INDNIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) MCHALE-MATFSSON 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 lam DAY OF MAR., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF CUTED FOR ER IP. MUST r 3 TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC VICE PRESIDENT JAMES R. DAUTERM AN ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_027 56225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00243147 EFTA01328263
• V4101v:y::: 0 Ai10 VI' 1 ' 1- 6S u la 01 Eal"' 14011.:t1s: SONY_GM_027582213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243148 EFTA01328264
0 0 0 0 0 0 0 0 6 S 0 R 0 %.4 O 2120 & is., APPROVED -0042 U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE cola 0 t4CE h DE° Pm 3 33 TEv AIA1110 1°14 41 Not In AA USE This Block F Do OR FAA E ONLY AIRCRAFT BILL RCee? FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DELil sEp 29 CRIBED AS FOLLOWS: I! UNITED STATES REGISTRATION -ti 9 'MI a c.. 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 iNomoum (S). 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 19Th OF MAR., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I EXECUTED FOR CO- IP. AtZST 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 (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 55 RP0 M / /2003 SONY_GM_02756227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243149 EFTA01328265
• • ywoilvuo ALID V::^HVlk0 6S OT 8d0 CO. ',Utzvlitl SOMIV Gill3 SDNY_GM_02756228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243150 EFTA01328266
MAY-19-2003 02:13 P rn zoisin Atm CA 3 2 R 0 6 2 9 6 8 45 688 3712 P.01 0 0 0 0 0- it () I 4 u 4 BILL OF SALE AMENDMENT The Bill of Sale Identified in the FAA records as follows: Dated: 12-31-01 Recorded: 2-542 Document#: UU032664 CONVEYANCE RECOrtO ED 2003 SEP 29 PM 3 31 ION ADMiNiC,1 iZATION The undersigned parties hereby amend the above described Bill of Sale document covering the following aircraft; N793TA Make: Raytheon Model: 400A Serial Number: iRK-244 BEE RECORDED CONVEYANCE NUMBER a L I 3 2_464 DO= C10/4 PAGE THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER. niM2\ Dated this CA V% day of SAL\ , 2003 SELLER: PURCHASER: Magnatech International, L.P. Raytheon Travel Air Company r asa_ &43,1/4\ - OF .y ,mot 11-Mq ctr_ c‘X-\\\ upo.02.4„...Q Vice President $5.01ggfei SONY_GM_02756229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFM_00243151 EFTA01328267
AMV)t OV iY:)11°)/0 V8 NOUISIPi) ' Gai7.4"3 6avved 1.1 alV : du 6Z Ony VV VV:01-N-110 AL't LI Z1 Wd zz E4'•? VV1 ... ;:i SONY_GM_02756230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243152 EFTA01328268
U.S. DEPARTMENT OF TRANSPORTATION • . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this Conn 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) RAYTHEON AIRCRAFT CREDIT CORP (ASSIGNOR) DOCUMENT NO. S118267 TO OR ASSIGNED TO RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR) BANK OF AMERICA NA (ASSIGNEE) DATE RECORDED March 6, 2002 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by reginradon number) I TOTAL NUMBER INVOLVED I N793TA ENGINES I TOTAL NUMBER INVOLVED 2 MARE(S) PRATT & WHITNEY PW-JTI5D-5 SERIAL NO. PCE-JA0256 PC 7A025 PROPELLERS I TOTAL NUMBER INVOLVED MAKES) . SERIAL NO. SPARE PARTS -LOCATIONS ) TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC FORM 8050-23 (I-96) (0052-00632-6000) SDNY_GM101_02756231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243153 EFTA01328269
SDNYGM02756232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 54 EFTA01328270
7 0 0 0 0 0 0.0 6 7 9 • RACC SECURITY AGREEMENT (/ /7 copy s 11 8 2 6 7 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 ;Ijiipbicifili ur19er ppit 3 17 certain Promissory Note (hereinafter referred to as the Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor T TIO cit direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor 9 security interest in the following property and in all additions and accessions thereto and scIi 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-JT150-5; Shaft Horsepower: over 750- Serial Number (L): PCE-JA0256; Serial Number (R): PCE-V1/40257, 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 "Goveming Documents"). C. Ail 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 Debtors 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 pr aim, or take any action to collect or enforce the payment of any amounts which may have beef Air 0 ptgpvhich it may be entitled at any time or times. SMAQR.INC.-843nN040WiJan-02 SDNY_GM_02 756233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243155 EFTA01328271
V1401-1V1Y.0 A110 V.. L 931 20. fl311i SDNYGNL02756234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243156 EFTA01328272
3 0 0 0 0 0 0 0 6 0 rJ The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security Interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it Is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a 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 Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds SAMA1R, INC. - Beechjet 400k Jan-02 S0NY_GM_02 756235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243157 EFTA01328273
SDNYGM02756236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 58 EFTA01328274
300 00000 6 `.:3 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 met 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, attomeys' 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 indebtednoss or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, In its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to 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 SAMAR, INC. - Beechiat 400A, Jan-02 SDNY_GM_02 758237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243159 EFTA01328275
SDNYGM02756238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243160 EFTA01328276
dan-H-82 )2:5Spo Fres-Raytheon Airrirata 9 6 1:+3161/63726 T-I05 F011/Ol I F202 a- - // 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 I tif day of r" 2002, at Wichita. Kansas. Debtor Semai. Debtor. N/A WA (signs (title) (signature) (title) Address: 255 Primera Blvd., Suite 332, Lake Mary, FL 32746 RAYTHEON AIRCRAFT CREDIT CORPORATION By: 'RACC' David A. Davis, Vice President SAMAIR. INC. - Beechlat 4O0A. Jan-02 Address: N/A SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, soNy_Gm_02756239 and 17 EFTA_00243 16 EFTA01328277
1,110 • 1,3 t taa 1. 9312°. 03114 SDNYGM_02756240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243162 EFTA01328278
3 0 0 0 0 0 0 0 6 3 3 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Duvet"). LINEa 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_GAL02756241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243163 EFTA01328279
All3 hZ T bid L 2J D. SDNYGM_02756242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243164 EFTA01328280
00000309614 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 e: Vice Pres' ent David A. Davis Dated: January 15. 2002 2 SDNY_Mil_02756243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243165 EFTA01328281
SDNYGM02756244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243166 EFTA01328282
3 0 0 0 0 0 0 0 6 3 'a FAA ASSIGNMENT ASSIGNMENT (the "FAA Assierunent"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller') under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchaser(), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Mean, Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. MIIINEESEIll WHEREAS, pursuant to that certain contract (the "Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft') and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_Mil_02756245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243167 EFTA01328283
SDNYGlk02756246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 68 EFTA01328284
0'0 0 0 0 0 0 0 0 0 6 3 6 C/2 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January IS. 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, TEE LAWS OF THE STATE OF NEW YORK 2 SDNY_Givl_02756247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243169 EFTA01328285
SDNYGM02756248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243170 EFTA01328286










