# docs_fts_content

c1: EFTA00014065
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014065.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To:
Cc:
Subject: RE: State V. Jeffrey Epstein
Date: Wed, 17 Sep 2008 15:25:42 +0000
Importance: Normal
Nothing like emails that cross in the wind.
From:
(USAFLS)
Sent: Wednesday, September 17, 2008 11:22 AM
To:
(USAFLS)
Cc:
(USAFLS)
Subject: RE: State V. Jeffrey Epstein
I have reviewed the Agreement. We have no obligation to seek its continued sealing. Per my conversation with Marie, she
is going to notify Jack Goldberger that he has yet to file the remainder of the Agreement and that the unsealing issue is
between him/Epstein and the SAO's office.
From: Villafana, Ann Marie C. (USAFLS)
Sent: Wednesday, September 17, 2008 10:50 AM
To: Acosta, Alex (USAFLS); Sloman, Jeff (USAFLS); Senior, Robert (USAFLS); Lee, Dexter (USAFLS); Atkinson, Karen
(USAFLS)
Cc: Garcia, Rolando (USAFLS)
Subject: FW: State V. Jeffrey Epstein
Will it never end? Barry Krisher sent the e-mail below to Rolando this morning. How would you like to handle
this issue?
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
From:
(USAFLS)
Sent: Wednesday, September 17, 2008 10:48 AM
To:
(USAFLS)
Subject: FW: State V. Jeffrey Epstein
From: Barry Krischer
]
Sent: Wednesday, September 17, 2008 10:46 AM
To:
(USAFLS)
Subject: FW: State V. Jeffrey Epstein
EFTA00014065

=== Page 2 ===
Please advise how you would like us to proceed. The agreement referred to is the Federal Non-Prosecution agreement
sealed in the file by the judge at the time of the Epstein plea.
From: Lanna Belohlavek
Sent: Tuesday, September 16, 2008 4:21 PM
To: Barry Krischer
Subject: FW: State V. Jeffrey Epstein
How to proceed? Lanna
From: Bryce Albu
Sent: Tuesday, September 16, 2008 3:52 PM
To: Lanna Belohlavek
Cc: Martin Reeder
Subject: State V. Jeffrey Epstein
Ms. Belohlavek,
We represent The Palm Beach Daily News. The newspaper recently discovered that a non-prosecution agreement (and
an addendum thereto) was filed under seal pursuant to an agreed order entered in the above-referenced case. Because
the records are sealed, we cannot assess the propriety of the decision to seal them or even whether the newspaper is
interested in the information contained therein. I was hoping you would discuss with me the nature of the agreement and
the basis for sealing it so that we can advise our client on whether it should pursue an order unsealing the agreement.
Please call me at your earliest convenience.
Very truly yours,
C. Bryce Albu
Reeder & Reeder P.A.
250 S. Central Blvd., Suite 200
Jupiter EL 33458
EFTA00014066


c1: EFTA00013959
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013959.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Roy BLACK
To:
(USAFLS)"
Subject: Re: Jeffrey Epstein
Date: Wed, 30 Jul 2008 18:45:25 +0000
Importance: Normal
I am in the mountains and the cell doesn't work well. I will get to a landline at 4 and call you.
Original Message
From:
(USAFLS)"
To: Roy BLACK
Cc:
Sent: 7/30/2008 2:43:11 PM
Subject: RE: Jeffrey Epstein
Can
nd I call you on your cell at 4:00 Florida time? I just need your number. Or you can call us at
desk
Thank you.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax
Original Message
From: Roy BLACK [mailto:
Sent: Wednesday, July 30, 2008 2:38 PM
To:
(USAFLS)
Subject: Re: Jeffrey Epstein
Ok. I am on the road in california and can call in about an hour or so.
Original Message
From:
(USAFLS)"
To: Roy BLACK
Sent: 7/30/2008 2:31:56 PM
Subject: RE: Jeffrey Epstein
Hi Roy -- It relates to the performance of the criminal Non-Prosecution Agreement.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax
Original Message
From: Roy BLACK [mailto:
Sent: Wednesday, July 30, 2008 1:18 PM
To:
(USAFLS)
Subject: Re: Jeffrey Epstein
EFTA00013959

=== Page 2 ===
I am out of town. What is it about?
>>>
(USAFLS)"
07/30/08 11:44 AM
Dear Roy: Are you available this afternoon to discuss the Epstein
matter? Please let me know what time works best for you.
Thank you.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax
EFTA00013960


c1: EFTA00009930
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009930.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: Re: SHU Photos/Number of Steps
Date: Wed, 18 Sep 2019 15:34:29 +0000
I'm on it
On Sep 18, 2019, at 11:30 AM,
wrote:
Hey Will, could you please ask for this hard drive from IT? Thank you!
From:
Sent: Wednesday, September 18, 2019 11:30 AM
To
Subject: RE: SHU Photos/Number of Steps
Can you guys provide us with at least a 100GB hard drive so that FBI CART to download the material? Let me know when
and where I can pick up.
From:
Sent: Wednesday, September 18, 2019 10:15 AM
To:
Subject: SHU Photos/Number of Steps
Hey
I know FBI was taking photos of the SHU generally and measuring the number of steps from Epstein's cell to the guard
desk. Do you have those photos and can you provide them to us? Thank you.
Also, let us know if you need a hard drive from us for
phone.
Thanks.
Assistant United States Attorney
Southern District of New
EFTA00009930


c1: EFTA00009868
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009868.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
(USANYS)"
Subject: FW: Filing
Date: Tue, 15 Dec 2020 18:37:37 +0000
Attachments:
tatement_in_Opp_to_Bail.pdf
From:
Sent: Tuesday, December 15, 2020 1:30 PM
To:
Subject: Filing
Hello
- please let me know if the attached works for your filing or if you would like it in a different format. Thank
you,
Best,
The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that,
among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this
electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any
dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in
error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1 08201831BSF
EFTA00009868


c1: EFTA00013764
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013764.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Re: Epstein
Date: Fri, 07 Dec 2007 22:08:19 +0000
Importance: Normal
Hold the letter
Sent from my BlackBerry Wireless Handheld
Original Message
From
To:
Sent: Fri Dec 07 17:05:56 2007
Subject: Epstein
Hello - Any word? Am I free to send out the victim notification letter? And, is it alright to send copies of the victim
notification letter to Mr. Josefsberg?
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
EFTA00013764


c1: EFTA00013305
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013305.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
Cc:
)"
(USANYS)"
Subject: FW: Ghislaine Maxwell 02879-509
Date: Wed, 30 Dec 2020 18:18:47 +0000
and
See below. Please let me know when you have time to discuss.
Thanks,
Assistant United States Attorney
Southern District of New York
1 St. Andrew's Plaza
New York, NY 10007
From:
Sent: Wednesday, December 30, 2020 1:16 PM
To:
)
Cc:
>;
(USANYS)
>;
Subject: Ghislaine Maxwell 02879-509
MDC Legal continues to provide inaccurate information.
Contrary to the information provided to you as recited in your email of 12/29-
"MDC legal counsel confirmed that no staff member has ever directed
Ms. Maxwell to remain in a particular location within her isolation cell.
They confirmed that staff understand that no such directions should be given."
last evening (12/29), Ms. Maxwell was instructed by guards not to stand
on either corner of her isolation cell, not to stand to the left or right of the toilet and sink,
and not to stand within 2.5 feet of the door to the cell.
She was told that if she did not comply with this directive, she would receive a disciplinary sanction.
In addition, she is not receiving food designated on the menu.
Further, the discovery disc provided does not work on the MDC computer; and the computer
reports multiple errors indicating it cannot accommodate disc.
Consequently, a replacement disc and/or replacement computer is required.
Please let us know of the status of hard drive containing complete production;
its immediate production could eliminate the disc issue.
EFTA00013305

=== Page 2 ===
Your assistance is appreciated.
New York, NY 10011
Main:
Cell:
Fax:
**Covid-19 Notice: The West 19th Street office is currently closed but we continue to work remotely.
Please use email or fax, instead of regular mail, for all correspondence during this time.
We continue to work regular business hours throughout this situation.
Thank you for your consideration. Our best wishes for your good health and well being.
This message and any attached documents contain information from the Law Offices of
that may be confidential and/or privileged.
If you are not the intended recipient, you may not read, copy, distribute, or use this information.
If you have received this transmission in error, please notify the sender immediately by reply e-mail and
then delete this message. Thank you.
EFTA00013306


c1: EFTA00013801
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013801.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
KIRKLAND & ELLIS LLP
Response to Letter by FAUSA
Dated May 19, 2008
In a May 19, 2008 letter to Jay Lefkowitz (See Tab 1), SDFL First Assistant U.S.
Attorney
provided what purported to be a summary of the events that have
occurred during the investigation of Mr. Epstein. Mr.
letter is fraught with
inconsistencies, false and misleading characterizations and outright falsehoods. The comparison
below between the false assertions in Mr.
letter and what actually transpired is only the
tip of the iceberg. We respectfully submit that Mr.
letter alone demonstrates the
degree to which the record of facts have been distorted and these distortions have permeated this
unprecedented investigation.
1.
"INDEPENDENT" AND "DE NOVO" REVIEW.
Mr.
Letter:
"[W]e obliged your request for an independent de novo review of the investigation and
facilitated such review at the highest levels of the Department of Justice. " Tab 1, May
19, 2008 Letter from
p.5,93.
The Truth:
CEOS' review, concluded in May 2008, was neither independent nor de novo.
CEOS' review was not "independent:"
who conducted the review on behalf of CEOS, had
already reviewed the prosecution memo on this matter eight months
earlier. During a meeting with defense counsel at the United States
Attorney's Office in Miami (the "USAO") in September of 2007, he
opined that he so believed in the prosecution that he "would try the case
myself."
Indeed, Mr.
acknowledges that Mr.
had previously
opined on this matter, stating:
This particular attack on this statute [18 U.S.C. $ 2242(b)]
had been previously raised and thoroughly considered and
rejected by CEOS prior to the execution of the
[Deferred Prosecution] Agreement [in September 2007].
Id., p. 5 (emphasis added).
The statute Mr.
referred to (§ 2422(b)) lies at the heart of the
Epstein investigation. Thus, according to Mr.
, Mr.
was tasked with reviewing his own prior decision regarding applying the
key statute under which the SDFL proposed prosecuting Mr. Epstein.
EFTA00013801

=== Page 2 ===
KIRKLAND & ELLIS LLP
The defense immediately raised concerns regarding the non-independence
of the review when told that it would be Mr.
tasked with
providing the review, but was told that when Mr.
rendered his
prior opinion, "he was not really up to speed on the facts"
CEOS' review was not de novo:
By letter dated May 15, 2008 (four days before Mr.
letter), Mr.
advised Mr. Lefkowitz that CEOS reviewed the matter only
for abuse of discretion:
[T]he question we sought to answer was whether U.S.
Attorney Acosta would abuse his discretion if he
authorized prosecution in this case.
See Tab 38, May 15, 2008 Letter from D.
,
p. 1 (emphasis
added). See also, id., p. 2 ("Mr. Acosta would not be abusing his
discretion if he decided to pursue such a course of action."); and p. 5
("Mr. Acosta would not be abusing his prosecutorial discretion should he
authorized federal prosecution of Mr. Epstein.").
For the factual record of its "abuse of discretion" review, CEOS relied on
the very same prosecution memo that it had already reviewed in rendering
its prior opinion, stating:
As you know, our review of this case is limited, both factually and
legally. We have not looked at the entire universe of facts in this
case.
See Id., p. 1 (emphasis added).
Nor did CEOS review any facts related to the irregular provisions in the
Deferred Prosecution Agreement or the numerous complaints of
prosecutorial misconduct, both of which are inextricably intertwined with
the impropriety of the investigation. Id. at 1.
2.
NOTIFICATION OF WITNESSES.
Mr.
Letter:
Mr.
dismissed the totality of the defense's objections to the inappropriate
notification the SDFL proposed to send to its witnesses, stating merely that:
"[Y]ou objected to victims['] being notified of time and place of Epstein's
state[-]court sentencing hearing."
2
EFTA00013802

=== Page 3 ===
KIRKLAND & ELLIS LLP
See Tab 1, May 19, 2008 Letter from
p.4,1.
The Truth:
The defense engaged in days of negotiation and made 14 separate substantive objections
to the unprecedented notification letter that Mr.
threatened to send to an
undisclosed list of "victims." The eventual transmission of this highly misleading letter
was only halted by an appeal to AAG Fisher. Among those substantive objections
(which related to far more than the "time and place" of the state's sentencing hearing)
were:
Sending the letter would contravene the government's commitment to take no
position regarding potential claims of government witnesses. See Tab 39,
November 28, 2008 Email from
Lefkowitz to
The letter cited to an inapplicable statute (the Justice for All Act of 2004) as its
justification for being sent. Id. AUSA Acosta later conceded that the citation to
this statute as a justification was wholly incorrect.
The letter wrongly advised all recipients that Mr. Epstein would be required to
register as "a sexual predator for the remainder of this life."
The letter amounted to an invitation to civil litigation against Mr. Epstein,
advising recipients that they had the right to seek civil damages from Mr. Epstein,
and in an underlined instruction, stated that if they chose an attorney other than
the one chosen by the government they would be required to pay his fees, but if
they chose the government's choice, Mr. Epstein would be required to pay the
fees.
3.
MISCHARACTERIZATION OF OUR ARGUMENTS.
Mr.
Letter:
Mr.
letter misleadingly characterizes our substantive defense of the
government's investigation as, "the investigation merely produced evidence of relatively
innocuous sexual conduct with some minors who, unbeknownst to Mr. Epstein,
misrepresented their ages."
See Tab 1, May 19, 2008 Letter from
,
p.2.
The Truth:
We never made such a claim. To the contrary, we argued that sworn statements we have
taken of the alleged victims demonstrate that law enforcement has presented versions of
their testimony that are necessarily sensationalized and fictionalized. We presented
3
EFTA00013803

=== Page 4 ===
KIRKLAND & ELLIS LLP
evidence that Mr. Epstein routinely and daily receives massages from adults. Only a
small percentage of the masseuses turned out to be minors. The majority of those minors
interviewed by law enforcement admitted to lying directly to Epstein about their ages
(not "unbeknownst to Epstein"), and inventing further false details to substantiate their
lies. Indeed, the civil attorney for several of these women admitted at his recent press
conference that they lied to Mr. Epstein about their ages. Numerous witnesses testified
that Mr. Epstein asked that all masseuses be over the age of 18. Further, the evidence is
undisputed that Mr. Epstein's assistants scheduled the massages and Mr. Epstein did not
know which masseuses his assistants had scheduled on a particular day, until the massage
took place. We admitted that there was sexual conduct, and argued-not that it was
"innocuous" as Mr.
alleges-but that it was mostly Mr. Epstein's own self-
pleasuring, which did not satisfy the requisite federal element of criminal sexual conduct
(which is, in turn, defined by state law). These are important distinctions and show that
Mr.
has misrepresented the record about the most basic part of our defense.
4.
DEMANDS AN UNREALISTIC DEADLINE TO COMPLY WITH AN
AGREEMENT HE UNILATERALLY MODIFIES.
Mr.
Letter:
"Unless [Mr. Epstein] complies with all of the terms and conditions of the [Deferred
Prosecution] Agreement, as modified by the United States Attorney's December 19,
2007 letter to Ms. Sanchez by close of business on Monday, June 2, 2008, the SDFL will
elect to terminate the Agreement." Id., p.1
The Truth:
The Deferred Prosecution Agreement was never modified by U.S. Attorney Acosta's
December 19, 2007 letter. Oddly, Mr.
acknowledges this on page 4 of his May
19 letter, where he writes that Mr. Acosta "proposed" this modification and that "[Mr.
Lefkowitz] rejected these proposals." Thus, Mr.
is threatening to terminate the
Deferred Prosecution Agreement, unless Mr. Epstein complies with a unilateral
modification that Mr.
concedes was never agreed to by defense counsel.
Orchestrating the information, plea and sentencing requirements of the Deferred
Prosecution Agreement within the extremely limited two-week timeframe imposed by
Mr.
June 2, 2008 deadline would have been difficult enough.
More importantly, as explained below, the SDFL has refused to provide the defense with
information it requires to enable Mr. Epstein to comply with the additional plea and
sentencing requirements of the Deferred Prosecution Agreement (let alone, by the June 2
deadline arbitrarily imposed by Mr.
).
The Deferred Prosecution Agreement requires Mr. Epstein to plead guilty to and
be sentenced for an additional offense which requires that he be registered as a
sex offender. In different places in his May 19, 2008 letter, Mr.
4
EFTA00013804

=== Page 5 ===
KIRKLAND & ELLIS LLP
describes the additional charge to which Mr. Epstein is required to plead guilty
under the Deferred Prosecution Agreement as "procurement of minors to engage
in prostitution" or "solicitation of minors to engage in prostitution." The former
is an offense for which Mr. Epstein would be required to register, but one for
which the state has no evidence to charge Mr. Epstein and the SDFL refuses or is
unable to provide evidence that it claims it has. The latter requires no
registration, but it is the offense which, over and over again, Ms.
insisted upon including in the Deferred Prosecution Agreement, and is one which
the State believes is appropriate. The inconsistency between the description of
the offense required by the SDFL, the elements of an offense that can be justified
on the facts of this case and the SDFL's requirement that the offense be a
registrable one has created substantial confusion.
As a result of this confusion, in December 2007, both the defense and the state
requested that the SDFL provide the factual allegations to enable Mr. Epstein and
the State to create a truthful factual recitation of a registrable offense required by
the Deferred Prosecution Agreement, but, to date, the SDFL has failed to do so
without any explanation.
Mr.
refuses to provide the requested factual allegations, which the State cannot
furnish, and now demands a two week deadline to comply. Thus Mr.
has
unreasonably imposed a deadline with which he himself has made it impossible for Mr.
Epstein to comply.
5.
WAIVER OF APPEAL TO ASSISTANT ATTORNEY GENERAL FISHER.
Mr.
Letter:
"[T]he SDFL provided you with 30 days to appeal the decision to the Assistant Attorney
General of the United States Alice Fisher" and "you chose to forego an appeal to AAG
Fisher."
Id., p. 2.
The Truth:
Mr. Acosta tolled an August 17 deadline, acknowledging that there were "serious issues"
about the case that needed to be discussed, and scheduled a meeting with the defense for
September 7, 2007. At the September 7, 2007 meeting, with
in
attendance, the government dismissed the defense's objections and set a September 21,
2007 deadline to finalize a non-prosecution agreement or the defense would face an
already-drafted 53-page indictment, purportedly identifying 40 minors, with a guideline
range of 188 months.
Facing Ms.
threatened draconian indictment, without the claimed offer of the
right to raise objections in an appeal to AAG Fisher, the defense chose to negotiate an
5
EFTA00013805

=== Page 6 ===
KIRKLAND & ELLIS LLP
Agreement to Defer Prosecution to the State, an agreement without precedent and fraught
with substantial practical and legal hurdles to its implementation.
6.
THE SDFL DID NOT DEFER TO THE STATE.
Letter:
"[T]he SDFL indicated a willingness to defer to the State the length of incarceration."
Id.,p.2.
The Truth:
The SDFL neither deferred to the State, nor even discussed with the State, the length of
Mr. Epstein's incarceration. In a letter to the defense, Criminal Division Chief,
rejected the sentence contemplated by the State's plea agreement, writing that
"the federal interest will not be vindicated in the absence of a two-year term of state
imprisonment." See Tab 40, August 3, 2007 Email from
Of course, this
position is contrary to Section 9-2031D of the U.S. Attorney's Manual (indicating that
the "result" of a state prosecution is "presume[d]" to have vindicated the federal interest).
It is understandable, therefore, that Mr.
might want to retreat from it now.
Indeed, the final Deferred Prosecution Agreement (DPA) restricts the state-court judge
from exercising any of his rightful discretion and to specifically prohibit the judge from
offering probation, community control or any other alternative in lieu of incarceration.
DPA, 2(a).
7.
SUGGESTION OF ADDITIONAL STATE PLEA
Mr.
Letter:
The parties considered: "as suggested by [the defense], a plea to state charges
encompassing Epstein's conduct." See Tab 1, May 19, 2008 Letter from
, p.2,
12.
The Truth:
It was the government, and not the defense, that suggested a plea to state charges to
resolve the federal investigation.
proposed declining prosecution in favor
of the state. Although Mr. Epstein and the State Attorney's Office had already reached
a plea agreement, in August 2007, Mr.
and AUSA
warned that
they intended to prosecute Epstein federally unless his counsel (i.e., not the U.S.
Attorney's Office) sought more stringent conditions to the State's proposed plea
agreement. These stringent conditions included, among other things, the two-year prison
term demanded by Mr.
(discussed above) and a charge requiring him to register
as a sex offender.
6
EFTA00013806

=== Page 7 ===
KIRKLAND & ELLIS LLP
8.
ALL IDENTIFIED VICTIMS BE PUT IN SAME POSITION AS IF EPSTEIN
HAD BEEN TRIED.
Mr.
Letter:
"The Agreement provides for a method of compensation for the victims such that they
would be placed in the same position as if Epstein had been convicted of one of the
enumerated offenses set forth in Title 18, United States Code Section, 2255."
Id.
The Truth:
Mr.
continues to mischaracterize the highly irregular provisions of the Deferred
Prosecution Agreement. The SDFL did not merely attempt to preserve the compensation
rights of those it identified as victims; it attempted to create compensation rights for those
it identified, without imposing on them the burden of proving that they were in fact
victims under § 2255.
In the Deferred Prosecution Agreement, the SDFL required Mr. Epstein to waive
the right to contest liability under 18 U.S.C. § 2255 as to a list of individuals that
the SDFL would not disclose to Mr. Epstein until after he was sentenced and to
pay for an attorney to secure compensation under § 2255 for those undisclosed
individuals, or if they decided to sue Mr. Epstein.
$ 2255 ordinarily provides individuals with a right to recover minimum guaranteed
damages of $150,000, without having to prove actual damages, only if: (1) they
were victims of an enumerated federal offense, including offenses under 18 U.S.C.
§§ 2422 and 2423, (2) they were minors at the time of the offense, and most
importantly (3) they were personally injured as a result of the offense.
The defense has confirmed examples of women who testified that they were not
victims of Mr. Epstein and suffered no personal injury. These women were,
nevertheless, on the list of "victims" identified by the government. In fact, when
confronted with the testimony of a women who denied both being a victim and
incurring personal injury, Ms.
actually acknowledged such testimony.
To justify inclusion of that woman on the government's list, however, Ms.
then challenged her own witness's credibility.
For this reason, it is false to state that these "identified" individuals are in the same
position that they would have been had Epstein been convicted at trial. Had there been a
trial, Mr. Epstein would have had a right to confront these individuals through cross-
examination. Any individual that did not establish that she was a minor victim of conduct
that satisfied each element of an enumerated statute under § 2255, or that she suffered
personal injury, would not qualify for any treatment under $ 2255. However, under the
Deferred Prosecution Agreement, as an "identified individual" on the government's list,
7
EFTA00013807

=== Page 8 ===
KIRKLAND & ELLIS LLP
this same individual would nevertheless be entitled to engage an attorney paid for by Mr.
Epstein to recover $150,000 of damages from Mr. Epstein under § 2255 without ever
alleging any injury. In fact, the defense was told that the only question Mr. Epstein
would be permitted to ask before paying the girls is have you ever met Epstein.". Thus,
the Deferred Prosecution Agreement places identified individuals in a far better position
than they would be in if Mr. Epstein were convicted at trial.
9.
ASSIGNMENT OF RIGHT TO SELECT LEGAL REPRESENTATIVE
Mr.
Letter:
"Prior to any issues arising concerning the implementation of the 2255 provision, the
SDFL unilaterally agreed to assign its responsibility to select the attorney representative
for the alleged victims to an independent third-party."
See Tab 1, May 19, 2008 Letter from
p. 4, f.3.
The Truth:
That such an assignment was the SDFL's "unilateral" decision is false. Before the
SDFL decided to assign selection of the "attorney representative" to an independent third
party, AUSA
had already proposed an "attorney representative." She
had proposed local products-liability lawyer, Humberto Ocariz, and claimed he had been
recommended by a "good friend in the Appellate Division." Ms.
account was
misleading, as it omitted that this "good friend" was her live-in boyfriend, and that Mr.
Ocariz was his former law-school roommate. When we discovered this independently,
we objected. Only then did the SDFL propose assigning the selection process to an
independent special master and agree to amend the Deferred Prosecution Agreement.
Thus, while it may be true that the SDFL assigned its selection responsibility to avoid the
appearance of favoritism, it did not do it "unilaterally," but, rather, only after Epstein
uncovered the Office's misleading disclosure and apparent conflict-of-interest.
10.
TIMETABLE FOR MOVING FORWARD.
Mr.
Letter:
"On February 25, 2008, I sent you an e-mail setting forth a timetable for moving forward
in the event that CEOS disagreed with your position. That time is now."
Id., p. 6.
The Truth:
Mr.
provides only part of the history of this case in order to justify his improper
actions. He had stated he would close the investigation if CEOS told him to. However,
CEOS at our very first contact said that under no circumstances did they see that as their
8
EFTA00013808

=== Page 9 ===
KIRKLAND & ELLIS LLP
role. They said they would only advise on an abuse of discretion standard. Making the
outcome a foregone conclusion. Furthermore, in response to the February 25 e-mail,
which attempted to establish a schedule to limit the entire review process (the defense has
repeatedly suggested that the misconduct was intertwined with the investigation and
would therefore seek higher review), Mr. Lefkowitz e-mailed Mr. Acosta directly. On
February 29, 2008, Mr.
responded to Mr. Lefkowitz's e-mail to Mr. Acosta,
stating that Mr.
was acting out of frustration, but "[p]lease be assured that it has
not, and never has been, this Office's intent to interfere or restrict the "review process"
for either Mr. Epstein or CEOS. I leave it to you and CEOS to figure out how best to
proceed and will await the results of that process." As stated above, CEOS determined
that it would not review many of the defense's objections and as to the remainder of those
objections, its review would be limited (contrary to Mr. Acosta's assurances), which left
the need, supplemented by the defense's subsequent request, for a more thorough review
of critical issues by others at the Department of Justice. Mr.
re-imposition of
the (albeit modestly extended) timetable was an obvious attempt, in violation of his
February 29 agreement, to thwart the request made by the defense to the Deputy Attorney
general, to complete the review process that Mr. Acosta had promised.
11.
"DELAY."
Mr.
Letter:
In a section entitled "Delay," Mr.
states that "the SDFL again agreed to
accommodate Epstein's request to appear in state court for plea and sentencing on
January 4, 2008."
Id., p. 3.
The Truth:
Curiously, Mr.
fails to mention correspondence from the U.S. Attorney stating
that delay of that date would be "inevitable" as the defense has raised "serious questions"
about the propriety of the prosecution. Strikingly, in that same section, Mr.
claims that "the Agreement did not contemplate a staggered 'plea and sentencing,"
despite quoting, three sentences earlier, from the Agreement's staggered requirement
that Epstein plead and be sentenced by October 26, and "begin serving his sentence not
later than January 4, 2008."
*
We are, like most attorneys seeking Department review, without access to the USAO
prosecution summaries or other submissions to the Department. Given the substantial issues that
have been raised in this and other submissions, we request that you conduct a de novo review
that goes beneath the face of any conclusions being advocated by the USAO; instead, we seek a
review that is based on the transcripts of witness testimony themselves so that the reviewer can
9
EFTA00013809

=== Page 10 ===
KIRKLAND & ELLIS LLP
make an independent decision not adversely affected by conclusions that over and over have
proven, witness by witness, allegation by allegation, to be inaccurate and unwarranted and not an
appropriate basis for the exercise of federal prosecutorial authority.
10
EFTA00013810


c1: EFTA00013473
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013473.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Event: Epstein meetings
Start Date: 2007-09-07 17:00:00 +0000
End Date: 2007-09-07 21:00:00 +0000
Organizer:
Class: X-PERSONAL
Date Created: 2015-03-27 13:43:24 +0000
Date Modified: 2015-07-22 20:34:48 +0000
Priority: 5
EFTA00013473


c1: EFTA00014019
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014019.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
U.S. Department of Justice
USA
United States Attorney
Southern District of Florida
West Palm Beach, FL 33401
Facsimile:
[DATE]
[Victim name and address]
Re:
[Defendant]/[Victim]: NOTIFICATION OF IDENTIFIED
VICTIM
Dear Ms. [Victim]:
By virtue of this letter, the United States Attorney's Office for the Southern District
of Florida provides you with the following notice because you are an identified victim of a
federal offense.
On June 30, 2008, [Defendant] entered a plea of guilty to violations of Florida Statutes
Sections [insert case information] and was sentenced to a term of twelve months'
imprisonment to be followed by an additional six months' imprisonment, followed by twelve
months of Community Control 1, with conditions of community confinement imposed by the
Court.
In light of the entry of the guilty plea and sentence, the United States has agreed to
defer federal prosecution in favor of this state plea and sentence, subject to certain
conditions, including the following:
1.
An independent Special Master was assigned the task of selecting an
attorney representative to represent the victims, including you, in
connection with civil actions between the victims and [Defendant.] The
Special Master selected Robert Josefsberg, Esq. of the firm Podhurst
Orseck, P.A., a highly-respected and experienced attorney. You are not
obligated to use Mr. Josefsberg as your civil attorney, but, as explained
in greater detail below, Mr. Josefsberg's services will be provided at no
cost to you because [Defendant] is obligated to pay the costs and fees
of the attorney-representative. Also, [Defendant] and his attorneys can
only contact you via Mr. Josefsberg, assuming that you would like Mr.
Josefsberg to serve as your attorney.
EFTA00014019

=== Page 2 ===
[VICTIM'S NAME]
NOTIFICATION OF IDENTIFIED VICTIM
[DATE]
PAGE 2 OF 3
2.
If you elect to file suit against [Defendant] pursuant to Title 18, United
States Code, Section 2255, [Defendant] will not contest the jurisdiction
of the United States District Court for the Southern District of Florida
over his person and/or the subject matter, and [Defendant] waives his
right to contest liability and also waives his right to contest damages up
to an amount as agreed to between you and [Defendant], so long as you
elect to proceed exclusively under 18 U.S.C. $ 2255, and you waive
any other claim for damages, whether pursuant to state, federal, or
common law. Notwithstanding this waiver, [Defendant's] agreement
with the United States, his waivers and failure to contest liability and
such damages in any suit are not to be construed as an admission of any
criminal or civil liability.
3.
As stated above, [Defendant] has agreed to pay the fees of the attorney
representative selected by the independent third party. This provision,
however, shall not obligate [Defendant] to pay the fees and costs of
contested litigation filed against him. Thus, if after consideration of
potential settlements, you and Mr. Josefsberg elect to file a contested
lawsuit pursuant to 18 U.S.C. $ 2255 or you elect to pursue any other
contested remedy, the obligation to pay the costs of the attorney
representative, as opposed to any statutory or other obligations to pay
reasonable attorneys fees and costs such as those contained in Section
2255, shall cease.
Mr. Josefsberg will be contacting you within the next two weeks to explain these
terms. If you would like to contact Mr. Josefsberg directly, he can be reached at
If you have already selected other counsel to represent you, or if you do so in the
future, and you decide to file a claim against [Defendant], [Defendant's] attorney, [attorney
name], asks that you have your attorney contact him at [firm name and address].
In addition, there has been litigation between the United States and two other victims
regarding the disclosure of the entire agreement between the United States and [defendant].
Mr. Josefsberg can provide further guidance on this issue, or if you select another attorney
to represent you, that attorney can review the Court's order in the matter of In re Jane Does
1 and 2, United States District Court for the Southern District of Florida Court File No. 08-
EFTA00014020

=== Page 3 ===
[VICTIM'S NAME]
NOTIFICATION OF IDENTIFIED VICTIM
[DATE]
PAGE 3 OF 3
80736-CIV-MARRA.
Please understand that neither the U.S. Attorney's Office nor the Federal Bureau of
Investigation can take part in or otherwise assist in civil litigation. Thank you for all of your
assistance during the course of the federal and state investigations and please accept the
heartfelt regards of myself and Special Agents
for your
health and well-being.
Sincerely,
R. Alexander Acosta
United States Attorney
By:
Assistant United States Attorney
cc:
Robert Josefsberg, Esq.
[Defendant's attorney]
EFTA00014021


c1: EFTA00014146
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014146.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
Case No. 08-80736-Civ-Marra/Johnson
IN RE: JANE DOE,
Petitioner.
/
DECLARATION OF
IN SUPPORT OF UNITED STATES' RESPONSE
TO VICTIM'S EMERGENCY PETITION FOR ENFORCEMENT
OF CRIME VICTIM RIGHTS ACT, 18 U.S.C. $ 3771
1.
I,
do hereby declare that I am a member in good standing of the Bar
of the State of Florida. I graduated from the University of California at Berkeley School of Law
(Boalt Hall) in 1993. After serving as a judicial clerk to the Hon.
in Sacramento,
California, I was admitted to practice in California in 1995. I also am admitted to practice in all
courts of the states of Minnesota and Florida, the Eighth, Eleventh, and Federal Circuit Courts of
Appeals, and the U.S. District Courts for the Southern District of Florida, the District of Minnesota,
and the Northern District of California. My bar admission status in California and Minnesota is
currently inactive. I am currently employed as an Assistant United States Attorney in the Southern
District of Florida and was so employed during all of the events described herein.
1.
I am the Assistant United States Attorney assigned to the investigation of Jeffrey
Epstein. The case was investigated by the Federal Bureau of Investigation ("FBI"). The federal
investigation was initiated in 2006 at the request of the Palm Beach Police Department ("PBPD")
into allegations that Jeffrey Epstein and his personal assistants had used facilities of interstate
commerce to induce young girls between the ages of thirteen and seventeen to engage in prostitution,
amongst other offenses.
2.
Throughout the investigation, when a victim was identified, victim notification letters
were provided to her both from your Affiant and from the FBI's Victim-Witness Specialist. Attached
hereto are copies of the letters provided to Bradley Edwards' three clients,
F1
Your Affiant's letter to
was provided by the FBI. (Ex. 1). Your Affiant's letter to
was
hand-delivered by myself to
at the time that she was interviewed (Ex. 2). F2 Both
and
also received letters from the FBI's Victim-Witness Specialist, which were sent on January 10,
2008 (Exs. 3 & 4).
was identified via the FBI's investigation in 2007, but she initially refused to
speak with investigators.
S status as a victim of a federal offense was confirmed when she was
EFTA00014146

=== Page 2 ===
interviewed by federal agents on May 28, 2008. The FBI's Victim-Witness Specialist sent a letter to
on May 30, 2008 (Ex. 5).
3.
Throughout the investigation, the FBI agents, the FBI's Victim-Witness Specialist, and
your Affiant had contact with
and
Attorney Edwards' other client,
was represented
by counsel and, accordingly, all contact with
was made through that attorney. That attorney was
James Eisenberg, and his fees were paid by Jeffrey Epstein, the target of the investigation. F3
4.
In the summer of 2007, Mr. Epstein and the U.S. Attorney's Office for the Southern
District of Florida ("the Office") entered into negotiations to resolve the investigation. At that time,
Mr. Epstein had been charged by the State of Florida with solicitation of prostitution, in violation of
Florida Statutes $ 796.07. Mr. Epstein's attorneys sought a global resolution of the matter. The
United States subsequently agreed to defer federal prosecution in favor of prosecution by the State of
Florida, so long as certain basic preconditions were met. One of the key objectives for the
Government was to preserve a federal remedy for the young girls whom Epstein had sexually
exploited. Thus, one condition of that agreement, notice of which was provided to the victims on
July 9, 2008, is the following:
"Any person, who while a minor, was a victim of a violation of an offense enumerated in
Title 18, United States Code, Section 2255, will have the same rights to proceed under
Section 2255 as she would have had, if Mr. Epstein had been tried federally and convicted
of an enumerated offense. For purposes of implementing this paragraph, the United States
shall provide Mr. Epstein's attorneys with a list of individuals whom it was prepared to
name in an Indictment as victims of an enumerated offense by Mr. Epstein. Any judicial
authority interpreting this provision, including any authority determining which
evidentiary burdens if any a plaintiff must meet, shall consider that it is the intent of the
parties to place these identified victims in the same position as they would have been had
Mr. Epstein been convicted at trial. No more; no less."
1.
An agreement was reached in September 2007. The Agreement contained an express
confidentiality provision.
2.
Although individual victims were not consulted regarding the agreement, several had
expressed concerns regarding the exposure of their identities at trial and they desired a prompt
resolution of the matter. At the time the agreement was signed in September 2007,
was openly
hostile to the prosecution of Epstein. The FBI attempted to interview
in October 2007, at which
time she refused to provide any information regarding Jeffrey Epstein. None of Attorney Edwards'
clients had expressed a desire to be consulted prior to the resolution of the federal investigation.
EFTA00014147

=== Page 3 ===
3.
As explained above, one of the terms of the agreement deferring prosecution to the
State of Florida was securing a federal remedy for the victims. In October 2007, shortly after the
agreement was signed, four victims were contacted and these provisions were discussed. One of
those victims was
who at the time was not represented, and she was given notice of the
agreement. Notice was also provided of an expected change of plea in October 2007. When
Epstein's attorneys learned that some of the victims had been notified, they complained that the
victims were receiving an incentive to overstate their involvement with Mr. Epstein in order to
increase their damages claims. While your Affiant knew that the victims' statements had been taken
and corroborated with independent evidence well before they were informed of the potential for
damages, the agents and I concluded that informing additional victims could compromise the
witnesses' credibility at trial if Epstein reneged on the agreement.
4.
After
had been notified of the terms of the agreement, but before Epstein
performed his obligations,
contacted the FBI because Epstein's counsel was attempting to take
her deposition and private investigators were harassing her. Your Affiant secured pro bono counsel to
represent
and several other identified victims. Pro bono counsel was able to assist
in
avoiding the improper deposition. That pro bono counsel did not express to your Affiant that
was dissatisfied with the resolution of the matter.
5.
In mid-June 2008, Attorney Edwards contacted your Affiant to inform me that he
represented
and
and asked to meet to provide me with information regarding Epstein. I
invited Attorney Edwards to send to me any information that he wanted me to consider. Nothing was
provided. I also advised Attorney Edwards that he should consider contacting the State Attorney's
Office, if he so wished. I understand that no contact with that office was made. Attorney Edwards
had alluded to
so I advised him that, to my knowledge,
was still represented by Attorney
James Eisenberg.
6.
On Friday, June 27, 2008, at approximate 4:15 p.m., your Affiant received a copy of the
proposed state plea agreement and learned that the plea was scheduled for 8:30 a.m., Monday, June
30, 2008. Your Affiant and the Palm Beach Police Department attempted to provide notification to
victims in the short time that Epstein's counsel had given us. Although all known victims were not
notified, your Affiant specifically called attorney Edwards to provide notice to his clients regarding
the hearing. Your Affiant believes that it was during this conversation that Attorney Edwards
EFTA00014148

=== Page 4 ===
notified me that he represented
and I assumed that he would pass on the notice to her, as well.
Attorney Edwards informed your Affiant that he could not attend but that someone would be present
at the hearing. Your Affiant attended the hearing, but none of Attorney Edwards' clients was present.
7.
On today's date, your Affiant provided the attached victim notifications to
and
via their attorney, Bradley Edwards. A notification was not provided to
because the U.S.
Attorney's modification limited Epstein's liability to victims whom the United States was prepared to
name in an indictment. In light of
S prior statements to law enforcement, your Affiant could not
in good faith include
as a victim in an indictment and, accordingly, could not include her in the
list provided to Epstein's counsel.
8.
Furthermore, with respect to the Certification of Emergency, Attorney Edwards did not
ever contact me prior to the filing of that Certification to demand the relief that he requests in his
Emergency Petition. On the afternoon of July 7, 2008, after your Affiant had already received the
Certification of Emergency and Emergency Petition, I received a letter from Attorney Edwards that
had been sent, via Certified Mail, on July 3, 2008. While that letter urges the Attorney General and
the United States Attorney to consider "vigorous
enforcement" of federal laws with respect to Jeffrey Epstein, it contains no demand for the relief
requested in the Emergency Petition.
1.
I declare under penalty of perjury, pursuant to 28 U.S.C. § 1746 that the foregoing is
true and correct to the best of my knowledge and belief.
Executed this
day of July, 2008.
Attorney Edwards filed his Motion on behalf of "Jane Doe," without identifying which of his clients is
the purported victim. Accordingly, I will address facts related to
All three of those clients
were victims of Jeffrey Epstein's while they were minors beginning when they were fifteen years old.
F2 Please note that the dates on the U.S. Attorney's Office letters to
are not the dates that
the letters were actually delivered. Letters to all known victims were prepared early in the investigation and
delivered as each victim was contacted.
F3The undersigned does not know when Mr. Edwards began representing
or whether
ever
formally terminated Mr. Eisenberg's representation.
EFTA00014149


c1: EFTA00009937
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009937.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USANYS)"
To:
(USANYS)"
Subject: RE: OPR Matter
Date: Thu, 06 Aug 2020 21:26:49 +0000
Great, thanks. As noted,
wanted me to get your approval first. I will do so now.
From:
(USANYS)
Sent: Thursday, August 6, 2020 5:26 PM
To:
(USANYS)
Subject: RE: OPR Matter
Yes, of course.
From:
(USANYS)
Sent: Thursday, August 6, 2020 4:26 PM
To:
(USANYS)
is
(USANYS)
Cc:
(USANYS)
Subject: RE: OPR Matter
- I would like to also share this with the Epstein team, which I think will be best positioned to evaluate the facts
and any implications for the Maxwell case. Are you okay with us sharing this with the team as well?
Thanks,
From:
(USANYS)
Sent: Thursday, August 6, 2020 4:05 PM
To:
(USANYS)
Cc:
(USANYS)
Subject: FW: OPR Matter
FYI.
Not that you need more work, but if you want to review please do.
From:
(OPR)
Sent: Thursday, August 6, 2020 2:49 PM
To:
(USANYS)
Cc:
(USANYS)
Subject: OPR Matter
Acting United States Attorney
for the Southern District of New York
New York, New York
Dear
EFTA00009937

=== Page 2 ===
Please find attached a letter from OPR Director
regarding OPR's draft report regarding the handling of the
Jeffrey Epstein matter by the U.S. Attorney's Office for the Southern District of Florida in 2006-2008. A copy of the draft
report, for your review, is also attached.
With regards,
Counsel
Office of Professional Responsibility
U.S. Department of Justice
950 Pennsylvania Avenue, N.W. - Room 3266
Washington, D.C. 20530
CC:
AUSA
EFTA00009938


c1: EFTA00011036
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011036.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Voucher for Trip 10416822 is late
Date: Fri, 19 Jul 2019 04:05:33 +0000
Importance: Normal
Dear
Your travel voucher for the trip below is now late based on your customer settings. Please submit your voucher
for this trip and mark it as Final if you have no additional expenses to claim.
Trip ID: 10416822
Traveler name:
Destination: West Palm Beach
Purpose: R19NYS13654 - U.S. V. Epstein (2018R01618) - Victim Interviews
Trip Dates: 2019-07-11 - 2019-07-12
Current status: Authorization Approved
E2 Single Sign On Login (within DOJ Network Only):
https://dojnet.doj.gov/jmd/fs/e2-redirect.html
E2 Manual Login (User ID and Password):
https://e2.gov.cwtsatotravel.com
Thank you for using E2Solutions. Help and support is available online by selecting the 'Online Help' link.
Please note: Replies to this mailbox are not monitored.
Some E2 email notifications are optional. To manage your email notifications, go to E2 Solutions to change your
email settings. Click 'Profile' on the task bar and then click the 'Edit Email Notifications' link to manage the
emails that you receive from us.
Reference ID# V0013
This e-mail and any attachments may contain confidential and/or proprietary information. If you received this e-
mail in error, please notify the sender immediately by reply e-mail and delete the e-mail and any attachments;
any further use of such e-mail or attachments is strictly prohibited.
EFTA00011036


c1: EFTA00013763
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013763.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To: "Acosta, Alex (USAFLS)" <AAcosta@usa.doj.gov>,
Subject: RE: Any response on Epstein?
Date: Thu, 06 Dec 2007 16:20:52 +0000
Importance: Normal
Do you want me to take a crack at revising the letter from
again? Or perhaps we can shorten it to just inform
them of the deadlines? Thanks.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
From: Acosta, Alex (USAFLS)
Sent: Thursday, December 06, 2007 10:58 AM
To:
Subject: RE: Any response on Epstein?
Just got something sending it out
From:
Sent: Thursday, December 06, 2007 10:37 AM
To:
Acosta, Alex (USAFLS)
Subject: Any response on Epstein?
I can't believe that all of those lawyers can stay quiet for so long.
Thanks.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
EFTA00013763


c1: EFTA00010217
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010217.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Nicole Simmons
To: 'Nathan NYSD Chambers'
Cc: Jeff Pagliuca
>, Laura Menninger's
i
"
Subject: [EXTERNAL] U.S. V. Maxwell, Case No. 20 Cr. 330 (AJN) [Maxwell's Resp to Govs Motn
to Preclude Testimony of Dietz and Loftus]
Date: Sat, 13 Nov 2021 01:54:30 +0000
Attachments: 2021.11.12_Maxwell_Response_to_Gov_Motion_to_Exclude_Dietz_and_Loftus.pdf;
Ex._1.pdf; Ex._2.pdf
Inline-Images: image001.jpg
Dear Judge Nathan:
At the request of Jeffrey Pagliuca, please see attached Ms. Maxwell's Response to the Government's Motion In Limine to
Preclude Expert Testimony of Dr. Park Dietz and Dr. Elizabeth Loftus along with supporting documents. Pursuant to our
established protocol, we are submitting the Motion and Exhibits to the Court under temporary seal to allow the
government to propose any redactions it deems necessary.
Regards,
Nicole
Nicole Simmons
Haddon, Morgan and
Foreman, P.C.
EFTA00010217


c1: EFTA00013302
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013302.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To: Christian Everdell
)"
(USANYS)"
Cc: "Mark S. Cohen"
Bobbi Sternheim
eff Pagliuca
, Laura Menninger
Subject: RE: Redactions
Date: Wed, 30 Dec 2020 16:12:04 +0000
Attachments: 2020-12-30_GM_joint_letter_re_redactions_to_bail_order.docx
Chris,
We agree, thank you. Attached please find a draft joint letter to the Court conveying the parties' position. Please
let me know if you have any proposed revisions to the letter.
Best,
Maurene
Assistant United States Attorney
Southern District of New York
Original Message
From: Christian Everdell
Sent: Wednesday, December 30, 2020 9:17 AM
To:
;
)
(USANYS)
Cc: Mark S. Cohen
<r
; Bobbi Sternheim
Jeff Pagliuca
; Laura Menninger
Subject: Redactions
We have reviewed Judge Nathan's opinion and order denying bail and do not believe that any redactions are
necessary. If you agree, would you be able to write the joint letter to the Court, per the judge's order?
Regards,
Chris
Sent from my iPhone
EFTA00013302


c1: EFTA00013474
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013474.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Event: Epstein Case Meeting with Defense Attorneys
Start Date: 2007-06-26 14:00:00 +0000
End Date: 2007-06-26 16:00:00 +0000
Organizer:
Location: Executive Conference Room
Class: X-PERSONAL
Date Created: 2015-03-27 13:43:26 +0000
Date Modified: 2015-07-22 20:34:48 +0000
Priority: 5
DTSTAMP: 2007-06-05 16:51:25 +0000
Attendee:
EFTA00013474


c1: EFTA00010100
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010100.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
U.S. DEPARTMENT OF
U.S. Customs and Border Protection
U.S. Department of Homeland Security
HOMELAND SECURITY
TECS - Person Encounter List
04/06/2021 11:30 EDT
Generated By:
Page 1 of 2
Last Name
First Name
DOB
Doc
Document
Date - Time
Carrier
Carrier
I/O
Site
Insp
Type
Status
Ref
Arr
Dep
Type
Number
(Eastern)
Code
Num.
Loc
Loc
P
06/05/2016
NZ
2
0
Name No
APIS
NOT ON
LHR
LAX
00:00
Name, No
BOARD
P
09/18/2014
vs
23
I
Name No
APIS
NOT ON
LAX
LHR
00:00
Name, No
BOARD
P
09/12/2014
vs
23
I
Name No
APIS
NOT ON
LAX
LHR
00:00
Name, No
BOARD
P
09/11/2014
vs
23
I
Name No
APIS
NOT ON
LAX
LHR
00:00
Name, No
BOARD
P
08/25/2014
vs
24
0
Name No
APIS
ON BOARD
LHR
LAX
00:00
Name, No
P
07/14/2012
BA
282
O
Name No
APIS
NOT ON
LHR
LAX
00:00
Name, No
BOARD
P
08/26/2011
vs
8
O
APIS
ON BOARD
LHR
LAX
00:00
P
04/12/2011
vs
23
I
A272
APIS
ON BOARD
LAX
LHR
23:14
P
04/08/2011
vs
24
O
Name No
APIS
ON BOARD
LHR
LAX
00:00
Name, No
P
09/18/2009
VS
24
O
Name No
APIS
ON BOARD
LHR
LAX
00:00
Name, No
P
06/15/2009
BA
279
I
A273
APIS
PASSENGER
LAX
LHR
16:39
P
05/31/2009
BA
176
0
Name No
APIS
PASSENGER
LHR
JFK
00:00
Name, No
P
10/24/2007
vs
23
I
A272
APIS
PASSENGER
LAX
LHR
21:42
P
09/06/2007
vs
24
O
Name No
APIS
PASSENGER
LHR
LAX
00:00
Name, No
P
10/14/2006
vs
23
I
A272
APIS
LAX
LHR
21:40
P
01/18/2006
UNKN
I
A461
AIRLINE
13:27
(NOT
API)
P
04/14/2005
UA
934
O
Name No
APIS
PASSENGER
LHR
LAX
00:00
Name, No
P
03/05/2005
UA
935
I
A278
APIS
PASSENGER
LAX
LHR
18:03
P
07/24/2000
BA
179
I
4701
APIS
JFK
LHR
21:18
04/17/1999
AA
173
I
APIS
RDU
LGW
18:48
11/10/1997
00
1
I
A523
AIRLINE
17:11
(NOT
API)
For Official Use Only / Law Enforcement Sensitive
SDNY_GM_02753142
CONFIDENTIAL
EFTA00010100

=== Page 2 ===
U.S. DEPARTMENT OF
U.S. Customs and Border Protection
U.S. Department of Homeland Security
HOMELAND COMELAND SECURITY
TECS - Person Encounter List
04/06/2021 11:30 EDT
Generated By:
Page 2 of 2
Last Name
First Name
DOB
Doc
Document
Date - Time
Carrier
Carrier
I/O
Site
Insp
Type
Status
Ref
Arr
Dep
Type
Number
(Eastern)
Code
Num.
Loc
Loc
P
11/01/1997
vs
0000003
I
A476
AIRLINE
18:46
(NOT
API)
Total Number of Records: 22
Legend
Loc
Codes
Value
LAX
LOS ANGELES, CA INTL
RDU
RALEIGH - DURHAM INTL AIRPORT
LHR
LONDON / HEATHROW INTL
LGW
LONDON / GATWICK INTL
JFK
JOHN F KENNEDY INTL
Doc Type
Codes
Value
P
P - PASSPORT
Site Code
Codes
Value
A461
A461 - CBP-TETERBORO, AIRPT HANGER 2
A272
A272 - CBP-LOS ANGELES, LAX TERM 2
A273
A273 - LOS ANGELES, BRADLEY AP LAX
A523
A523 - CBP-PALM BEACH, INTERNATIONAL
A278
A278 - CBP-LOS ANGELES, LAX TERM 7
4701
4701 - 4701
A476
A476 - NEW YORK, JFK AIRPORT, TERM 4W
For Official Use Only / Law Enforcement Sensitive
SDNY_GM_02753143
CONFIDENTIAL
EFTA00010101


c1: EFTA00013922
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013922.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
"Acosta, Alex (USAFLS)"
Bcc:
Subject: FW: Epstein: Victim Notification Letter
Date: Tue, 08 Jul 2008 21:42:53 +0000
Importance: Normal
Attachments: Victim_Notification_Ltr.pdf
Alex,
and
in my draft declaration I reference the original victim notification letter that was
objected to by the defense. Here it is as it was sent to Jay Lefkowitz on November 28, 2007.
Thanks.
From:
Sent: Wednesday, November 28, 2007 4:47 PM
To: Jay Lefkowitz
Cc:
Acosta, Alex (USAFLS)
Subject: Epstein: Victim Notification Letter
Dear Jay:
asked that I forward the victim notification letter to you. It is attached.
Thank you.
<<Victim Notification Ltr.pdf>>
Assistant U.S. Attorney
West Palm Beach, FL 33401
Phone
Fax
EFTA00013922


c1: EFTA00013550
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013550.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USAFLS)"
To:
(USAFLS)"
Subject: RE: Any word on Epstein?
Date: Fri, 28 Mar 2008 18:39:41 +0000
Importance: Normal
Yes. The doctor thinks my recovery is miraculous. I should be back in on Monday, but probably only for a half-day.
Assistant U.S. Attorney
Fax 561 820-8777
Original Message
From:
(USAFLS)
Sent: Friday, March 28, 2008 2:39 PM
To:
(USAFLS)
Subject: Re: Any word on Epstein?
Thanks. R u ok?
Sent from my BlackBerry Wireless Handheld
Original Message
From:
(USAFLS)
To:
(USAFLS)
Sent: Fri Mar 28 14:38:04 2008
Subject: RE: Any word on Epstein?
I heard you had knee surgery. Hope everything is okay.
I explained to
that our grand jury will not have a quorum on April 8th, so if we do not indict on April 1st we have to wait
until the 15th.
Assistant U.S. Attorney
Fax 561 820-8777
From:
(USAFLS)
Sent: Friday, March 28, 2008 10:25 AM
To:
(USAFLS)
Subject: RE: Any word on Epstein?
No but I'll see what I can find out.
From:
(USAFLS)
Sent: Thursday, March 27, 2008 2:20 PM
To:
(USAFLS);
(USAFLS)
Cc:
(USAFLS)
Subject: Any word on Epstein?
Hi all - I am finally home from the hospital. I was wondering whether you have heard anything.
EFTA00013550

=== Page 2 ===
Thank you.
Assistant U.S. Attorney
Fax 561 820-8777
EFTA00013551


c1: EFTA00010445
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010445.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Potential Perjury by Maxwell
4/22/16 deposition
pp. 13-14
Q. Did you ever invite anybody who was
17 under the age of 18 to Jeffrey's homes?
18 MR. PAGLIUCA: Same objections.
19 A. I have a number of friends that
20 have children and friends of mine that have
21 kids and in the invitation of my friends and
22 their kids, I'm sure I may have invited some
23 of my friend's kids to come.
24 Q. Anybody that is not a friend of
25 yours. Any female under the age of 18, did
3 you invite them to come to Jeffrey's home?
4 MR. PAGLIUCA: Object to the form
5 and foundation.
6 A. Again, as I said, I am not aware of
7 inviting anybody other than friends of mine
8 who have children to the house.
p. 27
Are you testifying that you are
9 unaware of any underage, under the age of 18,
10 females coming to Jeffrey Epstein's home to
11 perform massages?
12 MR. PAGLIUCA: Object to the form
13 foundation.
14 A. You need to straddle that question
15 in a different time period. When I was
16 there, at the time I was present, the people
17 that gave Jeffrey, men and women who gave
18 Jeffrey massages were adults over the age of
19 18.
pp. 37-38
Q. Ms. Maxwell, when did you first
4 meet
?
5 MR. PAGLIUCA: Object to the form
EFTA00010445

=== Page 2 ===
6 and foundation.
7 A. I have no idea when I met her.
8 Q. Do you know how old she was when
9 you met her?
10 A. I have no idea how old she was when
11 I met her.
12 Q. Is it possible she was 13 years old
13 when you first met her?
14 MR. PAGLIUCA: Object to the form
15 and foundation.
16 A.
was Jeffrey's friend
17 and her mother was Jeffrey's friend, so
18 may have been in the house when Jeffrey was
19 in the house. I have no idea how old she
20 was.
21 Q. I understand she was with her
22 mother.
23 I'm asking if
was 13
24 years old when you first met her?
25 A. I have no idea.
Q. Was she under 18 when you first met
3 her?
4 A. I have no idea how old she was when
5 I first met her.
6 Q. Did she look like a child when you
7 first met her?
8 A. I don't remember what she looked
9 like at the time she was in the house.
10 Q. How many years have you known her?
11 A. I can only recall the last time I
12 saw her.
p. 225
Q. How many teenagers did he have that
16 were professional masseuses that worked in
17 his home?
18 MR. PAGLIUCA: Objection to the
19 form and foundation.
20 Q. How many?
21 A. First of all, I am not aware of
22 teenagers who worked in his home.
EFTA00010446

=== Page 3 ===
pp. 250-251
Q. Who were the other 17 year old
24 masseuses that you were aware of?
25 A. I am not aware of any.
Q. Were there any 16 year year old
3 masseuse that you are aware of?
4 A. I am not aware.
5 Q. Any 15?
6 A. I just want to be clear. The only
7 person that I am aware of who claims to have
8 been a -- we have to -- we established
9
now is 17, given she has changed her
10 age so many times. The only person that I am
11 aware of that was a masseuse at the time when
12 I was present in the house was
.
pp. 253-254
Q. Did Jeffrey Epstein have a scheme
2 to recruit underage girls for sexual
3 massages?
4 MR. PAGLIUCA: Objection to the
5 form and foundation.
6 Q. If you know.
7 A. I don't know what you are talking
8 about.
p.382
Q. Can you list for me all the girls
5 that you have met and brought to Jeffrey
6 Epstein's house that were under the age of
7 18?
8 MR. PAGLIUCA: Objection to the
9 form and foundation.
10 A. I could only recall my family
11 members that were there and I could not make
12 a list of anyone else because that list -- it
13 never happened that I can think of.
p.384
Q. List all the people under the age
16 of 18 that you interacted with at any of
17 Jeffrey's properties?
EFTA00010447

=== Page 4 ===
18 A. I'm not aware of anybody that I
19 interacted with, other than obviously
20
who was 17 at this point?
7/22/16 Deposition
p. 70
Q. Did Mr. Epstein ever ask you to
7 attempt to obtain or secure people to give
8 him massages that were not professional
9 masseuses?
10 A. No.
p.88-89
Q. Were you aware of the presence of
10 sex toys or devices used in sexual activities
11 in Mr. Epstein's Palm Beach house?
12 MR. PAGLIUCA: Objection to form
13 and foundation.
14 A. No, not that I recall.
15 Q. Were you aware that there were sex
16 toys or devices used in sexual activities in
17 Mr. Epstein's New York house?
18 A. No.
19 Q. Were you aware that there were sex
20 toys or devices used in sexual activities in
21 Mr. Epstein's property in the Virgin Islands?
22 MR. PAGLIUCA: Objection to form
23 and foundation.
24 A. No.
25 Q. Were you aware whether or not there
2 were sex toys or devices used in sexual
3 activities in Mr. Epstein's property in the
4 Virgin Islands?
5 MR. PAGLIUCA: Objection to form
6 and foundation.
7 A. No.
8 Q. Do you know whether Mr. Epstein
9 possessed sex toys or devices used in sexual
10 activities?
11 MR. PAGLIUCA: Objection to form
12 and foundation.
13 A. No.
EFTA00010448

=== Page 5 ===
p. 91
15 Q. At any time, in any of Mr.
16 Epstein's properties, did you engage in
17 sexual activities with any woman other than
18 when you had three-way sexual activities with
19 Mr. Epstein?
20 MR. PAGLIUCA: Same objection.
21 A. No.
p.92
Q. I want to be sure that I'm clear.
9 Is it your testimony that in the 1990s and
10 2000s, you were not aware that Mr. Epstein
11 was having sexual activities with anyone
12 other than yourself and the blond and
13 brunette on those few occasions when they
14 were involved with you?
15 A. That is my testimony, that is
16 correct.
p. 113
Q. You never gave
a
10 massage is your testimony?
11 A. I never gave
a
12 massage.
p.142
Q. Did you ever have conversations
11 with anyone that were intended to convince
12 them to engage in sexual activities with
13 Mr. Epstein?
14 MR. PAGLIUCA: Objection to form
15 and foundation. This has been asked and
16 answered in her previous deposition, by
17 the way.
18 A. No.
EFTA00010449


c1: EFTA00013696
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013696.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To:
(USAFLS)"
Subject: RE: Follow up
Date: Thu, 18 Oct 2007 21:29:07 +0000
Importance: Normal
-- My understanding was that Jay would not be attending the change of plea, so his availability shouldn't have dictated the
guilty plea date. Since we have agreed to the date change, can you please confirm with Jay that this will not effect the date
when Epstein begins serving his sentence? Thank you.
From:
(USAFLS)
Sent: Thu 10/18/2007 4:39 PM
To: Jay Lefkowitz
Cc: Acosta, Alex (USAFLS)
Subject: RE: Follow up
The change of plea will take place on November 20. Agreed.
Original Message
From: Jay Lefkowitz [mailto:
Sent: Thursday, October 18, 2007 4:35 PM
To: Acosta, Alex (USAFLS)
Cc:
(USAFLS)
Subject: Re: Follow up
Alex - Thanks.
are we all set?
Jay
Original Message
From: "Acosta, Alex (USAFLS)"
Sent: 10/18/2007 12:15 PM AST
To: Jay Lefkowitz
Cc:
(USAFLS)"
Subject: RE: Follow up
-- Can you see any issues with this? If not, please confirm with
Jay.
Original Message
From: Jay Lefkowitz [mailto:
Sent: Thursday, October 18, 2007 10:12 AM
To: Acosta, Alex (USAFLS)
Subject: Follow up
EFTA00013696

=== Page 2 ===
Alex - I wanted to thank you for making the time for
breakfast Friday. It was great to catch up.
Following up on our conversation about the date for Mr.
Epstein's plea, where you said that you didn't want to
dictate a schedule to the state, as we discussed I have
a case where I represent an individual who is now the
lead witness for the government, and openings are set
for next week. Accordingly, I have now confirmed with
Mr. Epstein's Florida counsel that the state's
attorney's office and the court will be available to
have him enter his plea on November 20. So we will
plan to proceed on one that date. Please confirm that
this is ok.
Thanks, Jay
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
Kirkland & Ellis LLP or Kirkland & Ellis International LLP.
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to postmaster@kirkland.com, and
destroy this communication and all copies thereof,
including all attachments.
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
Kirkland & Ellis LLP or Kirkland & Ellis International LLP.
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to postmaster@kirkland.com, and
destroy this communication and all copies thereof,
including all attachments.
EFTA00013697


c1: EFTA00010024
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010024.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To
Cc:
Subject: US V. Maxwell, 20 Cr. 330 (AJN)
Date: Thu, 11 Nov 2021 23:23:29 +0000
Attachments: :2021.11.11_Maxwell_Discovery_Letter.pdf; 2021.11.11_Maxwell_Cover_Letter.pdf;
2021.11.11_U.S._v_Ghislaine_Maxwell_3500_Index_(Defense).pdf;
2021.11.11_U.S_v_Ghislaine_Maxwell_Non-Testifying_Witness_Material_(Defense).pdf;
2021.11.11_US_v._Maxwell_Government_Exhibit_Index_(Defense).pdf
Counsel,
We have an additional discovery production ready to send to you. Attached please find the accompanying cover letter. In
addition, a supplemental production of testifying witness and non-testifying witness material and exhibits are also ready
to send to you. Attached please find the accompanying cover letter and indices.
The production will be made via USAfx. We will send one of the hard drives you provided to the MDC for Ms. Maxwell
with the materials we are producing to you today, as well as the production we made on November 9, the re-stamped
Mulligan materials, and the 3500 materials for Dr. Rocchio that we produced to you by email on Tuesday (3502-037-
3502-039).
Thanks,
Assistant United States Attorney
United States Attorney's Office
Southern District of New York
One St. Andrew's Plaza
New York, New York 10007
EFTA00010024


c1: EFTA00010333
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010333.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
Subject: RE: Page Six: Ghislaine Maxwell's powerful contacts protecting her in safe houses
Date: Thu, 02 Jan 2020 18:32:31 +0000
Oh no not at all - I always appreciate it when you send this stuff along!! Good to keep an eye on it, and certainly
entertaining - even when crazy : )
From:
Sent: Thursday, January 02, 2020 13:32
To:
Subject: RE: Page Six: Ghislaine Maxwell's powerful contacts protecting her in safe houses
Agree. Sorry for even wasting your time with it!
From:
Sent: Thursday, January 2, 2020 1:31 PM
To:
Subject: RE: Page Six: Ghislaine Maxwell's powerful contacts protecting her in safe houses
I truly cannot believe this stuff gets printed. So absurd.
From:
Sent: Thursday, January 02, 2020 13:29
To:
Cc:
Subject: Page Six: Ghislaine Maxwell's powerful contacts protecting her in safe houses
https://pagesix.com/2020/01/01/ghislaine-maxwells-powerful-contacts-protecting-her-in-safe-houses/
I'm sure you've seen this already. Totally just FWIW - NBC has heard that she's staying in Colorado with wealthy ex-
associates of Epstein.
Public Affairs
United States Department of Justice
U.S. Attorney's Office I Southern District of New York
EFTA00010333


c1: EFTA00010494
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010494.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
)"
To:
"
USANYS)"
Cc:
"
)"
)"
Subject: RE: Epstein investigation -- request
Date: Mon, 24 Jun 2019 22:19:50 +0000
Importance: Normal
Attachments: Epstein_NPA,_dated_2007-09-24.pdf
Definitely - attached.
From:
(USANYS)
Sent: Monday, June 24, 2019 18:06
To:
is
)
is
Subject: Epstein investigation -- request
Team,
Would you pls send me the DPA?
Many thanks.
EFTA00010494


c1: EFTA00014062
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014062.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
(Rev. 06/2005 Sealed Document Tracking Form
UNITED STATES DISTRICT COURT
Southern District of Florida
Number: FGJ 07-103 (WPB)
In Re
Grand Jury Subpoenas Duces Tecum
Numbers OLY-63 and OLY-64
UNITED STATES' MOTION TO FILE DOCUMENTS UNDER SEAL
SEALED DOCUMENT TRACKING FORM
Party Filing Matter Under Seal
Name:
U.S. Attorney's Office
Address:
West Palm Beach, FL 33401
Telephone:
On behalf of (select one):
Plaintiff
Defendant
Date sealed document filed: 8/31/2007
If sealed pursuant to statute, cite statute: Fed. R. Crim. P. 6(e)
If sealed pursuant to previously entered protective order, date of order and docket entry number:
The matter should remain sealed until:
Conclusion of Trial
Arrest of First Defendant
Case Closing
Conclusion of Direct Appeal
Other:
Permanently. Specify the authorizing law, rule, court order:
The moving party requests that when the sealing period expires, the filed matter should be (select one):
Unsealed and placed in the public portion of the court file
Destroyed
Returned to the party or counsel for the party, as identified above
Attorney for: United States of America
EFTA00014062


c1: EFTA00010437
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010437.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To: "Kate L. Doniger"
Cc:
)"
"Alexandra Conlon"
, Roberta Kaplan
Subject: RE: Request for Information Relating to Jeffrey Epstein
Date: Wed, 22 Apr 2020 02:55:59 +0000
Kate,
The password for the document file I just sent is
!".
Please let me know if you have any issues opening the file.
Thanks,
From: Kate L. Doniger
Sent: Wednesday, April 15, 2020 9:09 AM
To:
(USANYS)
Cc:
>; Alexandra Conlon
;
Roberta Kaplan
Subject: RE: Request for Information Relating to Jeffrey Epstein
Thanks very much,
Kate L. Doniger I Kaplan Hecker & Fink LLP
From:
(USANYS)
Sent: Wednesday, April 15, 2020 12:10 AM
To: Kate L. Doniger
Cc:
>; Alexandra Conlon
>;
Roberta Kaplan
Subject: RE: Request for Information Relating to Jeffrey Epstein
Kate,
Thank you for checking in. I hope you are keeping well also. I do not think we need any additional information from you at
this time. I hope to be able to provide an update early next week.
Thanks,
From: Kate L. Doniger
Sent: Tuesday, April 14, 2020 3:01 PM
To:
(USANYS)
Cc:
>; Alexandra Conlon
is
EFTA00010437

=== Page 2 ===
Roberta Kaplan
Subject: RE: Request for Information Relating to Jeffrey Epstein
We hope that you are keeping well in this very challenging time.
We completely understand that all things are in flux these days, but we just wanted to check in with you about our
request and whether there is any other information you need from us. If it would be helpful to set up a call to discuss, we
are available at your convenience.
Best,
Kate
Kate L. Doniger I Kaplan Hecker & Fink LLP
From:
(USANYS)
Sent: Thursday, February 27, 2020 7:23 PM
To: Alexandra Conlon
>; Roberta Kaplan
Cc: Kate L. Doniger
is
Subject: RE: Request for Information Relating to Jeffrey Epstein
Alexandra and Robbie,
Thank you for this. I will contact you regarding the request.
Thanks,
From: Alexandra Conlon
Sent: Tuesday, February 25, 2020 7:54 PM
To:
(USANYS)
>; Roberta Kaplan
Cc: Kate L. Doniger
is
Subject: RE: Request for Information Relating to Jeffrey Epstein
SENT ON BEHALF OF ROBERTA KAPLAN
AUSA
Thank you for contacting us. Attached please find a Touhy letter and supporting exhibit requesting documents from the
Department of Justice in connection with our pending litigation against Jeffrey Epstein's estate.
We are happy to schedule a time to talk if it would be helpful to discuss our request.
Best Regards,
Robbie
EFTA00010438

=== Page 3 ===
Alexandra Conlon Kaplan Hecker & Fink LLP
From:
(USANYS)
Sent: Monday, January 6, 2020 6:59 PM
To: Roberta Kaplan
Cc: Kate L. Doniger
>; Alex Conlon
Subject: Request for Information Relating to Jeffrey Epstein
Dear Ms. Kaplan,
Please find attached a letter regarding the request you discussed with AUSA
for certain information
relating to Jeffrey Epstein. As stated in the letter, please contact me once you have had a chance to review the letter if you
would like to discuss the issues therein further.
Thanks,
Assistant United States Attorney
Southern District of New York
This email and its attachments may contain information that is confidential and/or protected from disclosure by the attorney-client, work product or other
applicable legal privilege. If you are not the intended recipient of the email, please be aware that any unauthorized review, use, disclosure, dissemination,
distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please notify
the sender immediately and destroy all copies of the message from your computer system. Thank you.
This email and its attachments may contain information that is confidential and/or protected from disclosure by the attorney-client, work product or other
applicable legal privilege. If you are not the intended recipient of the email, please be aware that any unauthorized review, use, disclosure, dissemination,
distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please notify
the sender immediately and destroy all copies of the message from your computer system. Thank you.
This email and its attachments may contain information that is confidential and/or protected from disclosure by the attorney-client, work product or other
applicable legal privilege. If you are not the intended recipient of the email, please be aware that any unauthorized review, use, disclosure, dissemination,
distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please notify
the sender immediately and destroy all copies of the message from your computer system. Thank you.
EFTA00010439


c1: EFTA00009939
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009939.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To:
(USANYS)"
Cc:
(USANYS)"
Subject: RE: the week ahead
Date: Fri, 07 Aug 2020 12:25:48 +0000
The RMI team is going to the grand jury on Monday. Fraud signed off on the charge and charging document.
We're hoping to circulate and send down to NSD a bunch of paper on GEP, including a premises warrant for RG. I've
looked at a first draft already, and
are working on a second draft now. I'm assuming, much as with
the memo we circulated last night, that everyone will want to see these, but if that's not the case, please let us know.
Bekah reviewed the first draft of the Hadden pros memo, which the team is now revising, and then one or both of us will
re-review. We hope to get that up to you at least next week. Team would like to go to the grand jury the week of August
24, with the primary time pressure coming from our desire to beat DANY.
I assume we'll be pressing ahead with a Menedez DAG fight but have not heard back on whether Audrey has yet to make
a call.
Also, we still have not heard back from
or anyone on what we should be doing, if anything, to gather and review
material from the SDFL Epstein investigation. My sense is
in particular, has been exploring an alternative plan
whereby we gather and review only SDFL's 24 boxes of hard copy documents, which I am fine with and agree is more
manageable, but we haven't and really can't take any action without a decision, so I'm very hopeful this is something we'll
get guidance on next week. On the list of things keeping me up at 3am, this is pretty consistently at or near the top.
From:
(USANYS)
Sent: Friday, August 7, 2020 6:30 AM
To:
(USANYS)
(USANYS)
(USANYS)
(USANYS) 1
(USANYS)
(USANYS)
USANYS)
(USANYS)
(USANYS)
(USANYS)
(USANYS)
(USANYS)
(USANYS) 3
(USANYS)
(USANYS)
USANYS) 1
Subject: the week ahead
Happy Particularly Preposterous Packaging Day!* The website puts it best, by saying "there really is no right or wrong way
to celebrate the day." In any event, no need for any packaging at all on the weekly update. Just let me know what's going
on next week. Thanks!
*International Beer Day was too easy.
Chief, Criminal Division
EFTA00009939

=== Page 2 ===
United States Attorney's Office, SDNY
EFTA00009940


c1: EFTA00013192
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013192.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Accepted: Meeting re MCC/Epstein
Date: Tue, 13 Aug 2019 12:09:08 +0000
Importance: Normal
Attachments: unnamed
EFTA00013192


c1: EFTA00013635
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013635.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
NEW YORK
CA
PRINT THIS
nymag.com
Click to Print
SAVE THIS I EMAIL THIS I Close
Billionaires Are Free
And, these days, a dime a dozen. But even for today's b boys, there are
some things money can't buy.
By Vanessa Grigoriadis
Deep in the wilds of Chelsea, there is a door. The door has a screen, and the jet-black eye
EFTA00013635

=== Page 2 ===
of a promoter behind that screen, peeping out to gauge your social viability. Are you a
model? Or a billionaire? It will be hard to get in otherwise.
Around midnight, the most beautiful young models in the city arrive, squired in quickly,
their backs with shoulder blades like arrows disappearing inside. Door, as the nightclub is
creatively called, popped up late this summer. No one is supposed to know it's there. It is
where moguls go: After the Yahoo board meeting, Jerry Yang and David Filo came by.
Another night in the fall, Sergey Brin and Larry Page were there. Supermarket billionaire
Ron Burkle, Virgin head Richard Branson, and Steve Bing, the down-to-earth
Democratic donor who inherited nearly a billion dollars from his real-estate-magnate
grandfather, the developer of some of the most beautiful Art Deco buildings on Park
Avenue and the West Village. Advance men for President Clinton. Few other guys can
get in, except for a couple of model wranglers, those handsome, usually South American
guys who round up models at their apartments and herd them to nightclubs. Promoter
Danny A., a friend of Ron Burkle's, runs this place-he even got to go on a trip to Israel
with President Clinton. The wranglers are the only people in here not having fun: One
hand on a mojito, they are nervous as they text madly on the phone to more girls, more
girls, more girls.
For the rest of the city, the door is closed. A few handsome bankers wait on the sidewalk
outside the club for a half-hour, scraping their shoes. "I guess I'm a zero-value-added
person in this equation," says one, stepping away, disappointed.
At the very pinnacle of the New York social scene these days is the billionaire, once a
reclusive character who secretively moved world markets from his castle on the hill but
now is more likely to be dining at a booth next to you. They're everywhere: This year, for
the first time, everyone on the Forbes 400 list was a billionaire, up from thirteen
billionaires in the early eighties. One can imagine them, swathed in Pyrex, looking down
from their apartments in new designer buildings at our tenement buildings and bobbing
umbrellas, as though the world outside were some vast boho terrarium.
Now that it seems you need a million dollars just to stay alive, the cultural imagination
has been captured by a billion. "I've met six billionaires!" crowed a friend of mine,
counting them on his hands, and then correcting himself-"Seven!" Our mayor, of
course, is a billionaire five times over, with seven homes, a few worth $10 million, and a
Florida estate he bought for his daughter to strengthen her equestrian training. Over
brunch on a recent Sunday, my girlfriends and I chatted about their Saturday night out-
this one talked to one of the Dells; that one sat next to Stewart Rahr, the pharmaceutical
mogul and owner of the most expensive home in the Hamptons; and everyone saw Ian
Schrager.
"He's not a billionaire!" huffed one of my friends, outraged at our ignorance.
To be a billionaire is to be radically free. You are your own galaxy. You make your own
rules, hang out with the former president, send tourists to space. Billionaire investor
Jeffrey Epstein, who lives in the largest dwelling in Manhattan, a 51,000-square-foot
EFTA00013636

=== Page 3 ===
palace on 71st Street-though his business, naturally, is located on a 70-acre private
island in the Virgin Islands-was humiliated this summer when his lifestyle was made
public. Epstein was known to be a womanizer: He usually travels with three women, who
are "strictly not of our class, darling," says a friend. They serve his guests dinner on his
private 727, and are also there for touching.
But it seems that he was also interested in younger women: Over the past few years, a
then-17-year-old
,
brought at least five high-school
girls between the ages of 14 and 16 over to Epstein's house in Palm Beach to "massage"
him, which meant watching him masturbate and even allegedly having sex. Epstein's
defense seems to be that he didn't know the girls were minors, and that he is "very
passionate about massage," as one of his lawyers says.
Those who know Epstein say he's unfazed by his travails. "He's totally open about his
life: His life is about making money and living an erotic life, and his escape isn't alcohol
or drugs-it's sex," says a friend. "I was talking to him the other day, and he said to me
that he was doing well and working steadily-between massages."
In books, the billionaire has become a symbol of ultimate power and freedom-they're
Gatsbys, yes, but they own the light at the end of the dock. In Michael Tolkin's The
Return of the Player, the player tries to make a fortune working for a $750,000,000 man
(a pauper) and the billionaire who pulls his strings. The billionaire tells the player: "You
don't know what a few extra decimal places taste like. There are wines-my God, you
don't know what they do for you-from vineyards that stopped selling to the public about
forty popes ago The provenance of this [Rembrandt] is without blemish, and the
painting has never been publicly catalogued, like a lot of the most amazing pieces in the
world, and I paid for it using the interest of the interest of the interest. A hundred and
twenty-five million dollars. I had more money an hour after I signed the check than I did
when I bought it."
But art falls short when describing the lives of billionaires. Steve Wynn is free enough to
afford to buy a Picasso, even when his eyesight is famously challenged, and to rip a hole
in that Picasso with his elbow while distractedly showing the painting before he closed
the deal with hedge-fund billionaire Steve Cohen to buy it for $139 million, which would
have been the highest price ever paid for a work of art. Convinced that the elbow gaffe
was fate, Wynn decided to keep the picture-what's $139 million, after all, to a man like
him?
A billionaire has the wherewithal to match his moral vanity: While the rest of us struggle
to keep our heads above water, billionaires are saving the world. There's Branson's
pledge to invest the next ten years of profit from his Virgin Group's airline and train
businesses in renewable-energy initiatives, worth $3 billion. Bing, along with Burkle and
others, has pledged $1 billion to do the same. In June, Warren Buffett, the thrifty bridge
player with the five-bedroom house in Nebraska, donated $31 billion to the Bill and
Melinda Gates Foundation for education and global development. Buffett plans to give
away 70 percent of his fortune. "If I wanted to," he has said, "I could hire 10,000 people
EFTA00013637

=== Page 4 ===
to do nothing but paint my picture every day for the rest of my life. And the gross
national product would go up." But "there's no reason future generations of Buffetts
should command society just because they came from the right womb. Where's the
justice in that?"
Billionaires can seem to have a power to conceal their actions that the Greek goddess
Athena would have understood-and they are as susceptible as any mortal to believing
their own mythology. But this can lead to problems when their power is questioned, as
possibly happened to this year's chattering-class billionaire, Ron Burkle, the mysterious
53-year-old who made his fortune in the very non-mysterious business of investing in
supermarkets. Burkle-who also works with President Clinton-is a fixture at the Mercer
Hotel, where he prefers to have breakfast and meetings when he's in town, instead of in
his office at Clinton's headquarters in Harlem. He has a pied-à-terre under renovation in
New York-which he splits with Leonardo DiCaprio-but is looking for something
nicer. He offered $17 million in cash to the owner of Sky Studios, the city's preeminent
bachelor pad, with rooftop pool, on lower Broadway, several times, but the owner,
himself a rich man, won't take anything under $17.2 million. They go back and forth
about it-pennies between stubborn men.
A large part of Burkle's life is spent doing business for unions-hence the script on his
757 private plane, "770BB," or Box Boy Local 770, the union he was in when he started
as a bag boy. He has given generously to the Urban League, Harlem Children's Zone, and
UCLA, among others. Some portion of the other half of his life is spent being glamorous.
He's invested in Scoop, the fancy boutique chain, and has anonymously underwritten
model enthusiasms, like his $200,000 contribution to Petra Nemcova's charity benefit for
tsunami victims. His stunning home in Los Angeles, Green Acres, is the most exceptional
charity-event space in the city-$100 million has been raised there in the past year, with
$1 million at a recent Clinton event. This fall, when the California governor asked his
help, he flew the Dalai Lama from New York and back.
It's difficult to live in the public eye while keeping full control of your image, even for a
billionaire, as Burkle found when he made the acquaintance of a "Page Six" writer of
questionable wardrobe and integrity named Jared Paul Stern. Burkle caught Stern on tape
allegedly trying to shake him down-but possibly in this case the cure was worse than
the disease, with Burkle, by many accounts an ordinary guy who does his own laundry,
suddenly as famous as Brad Pitt.
To defend his zone of privacy, Burkle has put together a fearsome, cloak-and-daggerish
security apparatus, including crisis manager Mike Sitrick (who was brought in to quiet
things down when hedge-fund manager Bruce McMahan was accused of conducting an
affair with his own daughter) and Frank Renzi (who was in President Clinton's Secret
Service detail).
His wife-who petitioned for alimony of $410,000 per month but eventually received
$40,000-provided a sobering view of the end of billionaire romance: "My husband is
enormously wealthy, a billionaire, has his own 757 jet, and literally could track me down
EFTA00013638

=== Page 5 ===
anywhere in the world," she testified. "He is used to exerting control over all the people
he comes into contact with, including myself He cannot stand losing-anything!"
It may not always be this way with billionaires. The new crop of Internet billionaires
seem to have learned from the example of their forerunners and are determined to live
life differently in the "Gooveau Riche" era. Sergey Brin and Larry Page guard their
privacy so closely that little is known about where they live other than it's in Palo Alto,
and the most impressive cars they own are Priuses. When Brin and Page met with the
Stanford grad students who started YouTube to negotiate the deal earlier this week, it was
for lunch at a Denny's. They do, however, own their own Boeing 767 jet, which includes
two bedrooms and hammocks hung from the common-room ceiling.
Hammocks may not be the style of billionaire Roustam Tariko, the Russian banking and
vodka tycoon, but he has a similarly freewheeling approach to life. Tariko had one of the
city's most incredible parties at the foot of the Statue of Liberty, to toast his new brand of
vodka. Over a thousand people, dressed in their finest bling, gathered there to eat borscht
and caviar under the lit statue. I remember Tariko running around, slightly flushed in a
pressed suit with a crisp white collar, greeting everyone from Helena Christensen to
Donna Karan as Duran Duran played their old hits onstage.
More recently, it was rumored he'd bought Picasso's Dora Maar With Cat for $95
million. Tariko told Lillian Ross that he had done nothing of the sort. "Not me," he said.
"Art dealers from all over the world are now asking me to buy Picassos, other
Impressionists. I prefer Renaissance, Caravaggio. But I do not buy them. I'd rather invest
in my freedom, rather than in my walls."
Find this article at:
http://www.nymag.com/guides/money/2006/23463
Click to Print
SAVE THIS EMAIL THIS Close
Top of Form
Check the box to include the list of links referenced in the article.
Bottom of Form
EFTA00013639


c1: EFTA00011501
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011501.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
(USANYS)"
Cc:
(USANYS)"
(USANYS)"
i
USANYS)
[Contractor]"
Subject: RE: SDFL Epstein-related documents
Date: Tue, 25 Aug 2020 13:30:59 +0000
Attachments: Epstein_box_inventory_8-21-2020.pdf
Hello
I can do a call this afternoon. Any time between 2:00 p.m. and 4:00 p.m. is best. Alternatively, I am available tomorrow
during the same time period. Let me know which time is more convenient for you and your team. If these times don't
work, let me know and we will work out an alternate time.
In the meantime, we have all the materials in a secure room on our second floor in West Palm Beach. There are the case
files and also boxes of files that were gathered for the OPR inquiry. We have an inventory of our materials and also OPR
has their own inventory of the materials.
When OPR was here earlier, we had a scanner on that floor dedicated for their exclusive use. They were able to scan the
documents that they wanted and have those documents sent directly to their own DOJ accounts. I was overseas at the
time on detail, but I was told that this worked rather well.
A copy of our inventory is attached.
I look forward to assisting you in this matter.
Best regards,
Managing Assistant United States Attorney
West Palm Beach Regional Office - SDFL
From:
(USANYS)
Sent: Tuesday, August 25. 2020 9:00 AM
To:
Cc:
USANYS)
is
)
is
is
(USANYS)
is
USANYS)
[Contractor]
Subject: SDFL Epstein-related documents
We supervise the team in New York that is currently prosecuting Ghislaine Maxwell, and
suggested
we reach out to you. As discussed briefly with
we are hoping to locate the boxes of documents and other records
EFTA00011501

=== Page 2 ===
regarding the prior SDFL investigation into Jeffrey Epstein and his co-conspirators that we understand are currently being
stored in the West Palm Beach office. In particular. we would like to make arrangements to review and scan those
materials in connection with our own case, and
suggested that we touch base with you on how best to do so.
I've copied the trial team here. Please let us know if you have time for a call in the near future to discuss further.
Alternatively, if there is a more appropriate point of contact on this issue, please feel free to point us in that direction.
Thanks very much,
Chief, Public Corruption Unit
U.S. Attorney's Office for the
Southern District of New York
EFTA00011502


c1: EFTA00010341
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010341.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
U.S. DEPARTMENT OF
U.S. Customs and Border Protection
U.S. Department of Homeland Security
HOMELAND SECURITY
US Passport (P)
04/26/2019 12:38 EDT
Generated By:
Page 1 of 1
Passenger Information
Last Name
First Name
DOB
Gender
EPSTEIN
JEFFREY EDWARD
01/20/1953
M - Male
US Passport Information
Passport #
Passport Status
Document Type
I - - ISSUED
P - - PASSPORT
Issue Country
Issue Date
Expiration Date
USA UNITED STATES
09/12/2012
05/26/2020
Personal Information
Last Name
First Name
DOB
EPSTEIN
JEFFREY EDWARD
01/20/1953
Gender
Place of Birth
Nationality
M - Male
USA UNITED STATES
For Official Use Only / Law Enforcement Sensitive
EFTA00010341


c1: EFTA00013698
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013698.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS
Citigroup Center
153 East 53rd Street
Jay P. Lefkowitz, P.C.
New York, New York 10022-4611
To Call Writer Directly:
Facsimile:
(212) 446-4970
(212) 446-4800
(212) 446-4900
lefkowitz@kirkland.com
www.kirkland.com
November 8, 2007
VIA E-MAIL
Re: Jeffrey Epstein
Dear
I write in response to your recent letter, dated November 5, 2007. I want to make clear at
the outset that Mr. Epstein is complying fully with the Non Prosecution Agreement (the
"Agreement") and that he has every intention of continuing to honor its terms in good faith. Any
disagreement the parties have regarding the terms of the Agreement should be resolved through
open dialogue and should not be construed as a repudiation of the Agreement. I do, however,
want to address each of the points you raise in your letter.
First, we do not believe Mr. Epstein's agents are precluded from speaking to any
individuals at this point in time. We carefully reviewed the Agreement and the laws governing
contact with witnesses and proceeded under the belief that Mr. Epstein's agents could properly
contact potential witnesses in this matter. We believe that nothing in the Agreement precludes
contact by Mr. Epstein's agents with any individuals. Paragraph 7 of the Agreement states that
"Epstein's counsel may contact the identified individuals through [the attorney representative],"
but it in no way restricts any other contacts that are both lawful and appropriate. Furthermore,
your Office has not yet identified the alleged victims under 18 U.S.C. $ 2255 nor has an attorney
representative been selected.
Indeed, it is quite common for a party's agents, and even his attorneys, to speak with
potential claimants prior to their retaining formal representation. And in this situation - where
Mr. Epstein faces significant potential civil exposure, and he has a right to test the veracity of
these claims - it is appropriate that his agents would seek to obtain as much information about
potential claims as possible. Nevertheless, because we want to cooperate with your Office and
since you object to such communications, we will cease all contact with these individuals until
the date of Mr. Epstein's plea. We request, however, that your Office provide a basis for
precluding Mr. Epstein or his agents from speaking to any individuals at this time.
Chicago
Hong Kong
London
Los Angeles
Munich
San Francisco
Washington, D.C.
EFTA00013698

=== Page 2 ===
KIRKLAND & ELLIS LLP
Jeffrey Sloman
November 8, 2007
Page 2
Second, I am a little surprised by your insistence that we request that the state court
conduct the plea and sentence in November. You may recall that we previously discussed, and
you agreed, that because the state judge will not stagger the plea and sentencing as we
contemplated in the Agreement, Mr. Epstein could plea and be sentenced at any point before
January 4, 2008. As you know, the judge's refusal to stagger the plea and sentencing actually
harms Mr. Epstein because this delays the timing under which he can receive the names of the
individuals identified by the United States as "victims" under § 2255. But we believe we must
defer to the judge's decision in this matter. To clear up any misunderstanding, however, the
judge has set this case "for trial" on January 7 only as a formal matter. The judge has invited the
parties to appear for the plea and sentencing on January 4, and we do not anticipate any delay
beyond that date.
Third, I want to clear up any confusion regarding the many inaccurate media reports
about Mr. Epstein. With the hope of maintaining some semblance of privacy for Mr. Epstein, we
have avoided interacting with the media regarding this matter. Indeed, the only recent comment
was Howard Rubenstein's confirmation to the Palm Beach Daily News that this matter had been
resolved and would not proceed to a trial. That comment was authorized only out of concern that
you might read an inaccurate story and believe, mistakenly, that Mr. Epstein had decided not to
proceed under the Agreement.
Fourth, regarding the sentence to be imposed by the court, the Agreement, and all of the
discussions we have had about it, are very clear: Mr. Epstein is to be sentenced to an 18-month
term in accordance with the same rules and regulations (and the same rights and privileges) that
apply to everyone in the state of Florida. That Mr. Epstein would be treated no better and no
worse than anyone else was a material term of the Agreement. If your Office now believes he is
not entitled to equal treatment, I would very much appreciate an explanation of the basis of such
view. I am sufficiently concerned about comments in your letter to seek clarification on this
point, especially because the lawyers in your Office have made clear on numerous occasions to
me that as long as Mr. Epstein received an 18-month sentence, your Office would not seek to
interfere with the implementation of the state sentence.
Fifth, pursuant to the Agreement, Mr. Epstein, through his counsel, agrees to provide the
agreements made with the State Attorney's Office.
Finally, I must tell you that I am troubled by the manner in which your Office has dealt
with the $ 2255 issues that are encompassed in the Agreement. As you already know, one of the
lawyers initially recommended by your Office contacted Judge Davis to lobby for the assignment
of attorney representative even before Judge Davis was formally selected to appoint an attorney
representative. Moreover, I find it highly unusual that your Office has continued to insist that a
EFTA00013699

=== Page 3 ===
KIRKLAND & ELLIS LLP
November 8, 2007
Page 3
primary criteria for the appointment of the attorney representative should be the ability to take on
contingency fee cases directed at Mr. Epstein. I trust you understand that I raise these concerns
with you out of respect for your Office. However, despite Mr. Epstein's full intention to abide
by all of the terms of the Agreement, we must reserve our right to object to certain aspects of the
$ 2255 provisions of the Agreement.
I look forward to continuing to work with your Office to resolve any outstanding issues,
and I sincerely anticipate a conclusion of this matter in the very near future.
Sincerely,
Jay P. Lefkowitz
EFTA00013700


c1: EFTA00013649
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013649.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
20A
THE PALM BEACH POST
FRIDAY, NOVEMBER 16, 2007
The Palm Beach Post
ToM GIUFFRIDA, Publisher
JOHN BARTOSEK, Editor
CHARLES GERARDI, General Manager
BILL ROSE, Managing Editor
RANDY SCHULTZ, Editor of the Editorial Page
JAN TUCKWOOD, Associate Editor
BARRY BERG, VP Circulation LARRY SIEDLIK, VP & Treasurer
JOHN KELLY, VP Advertising GALE HOWDEN, VP Community Relations and Marketing
LINDA MURPHY, VP Human Resources BOB BALFE, VP Operations
LAURA DECK CUNNINGHAM, Director, Marketing Services
DAN SHORTER, General Manager, PalmBeachPost.com
How will system judge
Palm Beach predator?
We soon will find out whether
Jeffrey Epstein case
big money can buy from the crimi-
nal justice system what everyone
comes to turning point.
assumes that big money can buy.
The penalty news reports say
part-time Palm Beach resident
the public understanding that
Jeffrey Epstein is expected to face
the more money the accused has,
suggests that he will plead guilty
the bigger the break he gets. Mr.
to something more than one felony
Epstein's legal team includes West
count for solicitation of prostitution.
Palm Beach defense attorney Jack
A Palm Beach County grand jury
Goldberger, Harvard Law School
indicted the Manhattan money
Professor Alan Dershowitz, who
manager on that charge in July
worked on the O.J. Simpson murder
2006. But a guilty plea that does not
case, and Kenneth Starr, who once
recognize the age of the girls whom
pursued a president based on his
police say the billionaire paid for
lies about sex with young women.
sex would be a disservice to the
Federal authorities also stepped
girls, an insult to the investigators
in, which stalled the state's case
who pressed the case and, for good
for another year. On Nov. 9, citing
measure, a general outrage.
an unnamed source close to Jeffrey
Palm Beach police have said that
Epstein, Jose Lambiet of The Post
Jeffrey Epstein, 54, paid underage
wrote that the federal investigation
girls, one as young as 14, to come to
is over, and Mr. Epstein is expected
his 7,200-square-foot waterfront home
to serve up to 18 months and could
for "massage" sessions. Police said
be labeled a sex offender in crimi-
interviews with five alleged victims
nal records. The charge the grand
and 17 witnesses under oath, phone
jury returned more than a year ago
messages, a high school transcript
carries a maximum five-year prison
and other items they found in Mr.
term and no "sex offender" label.
Epstein's trash and home show that
"This case," Mr. Goldberger told
he knew how young the girls were.
Mr. Lambiet, "is absolutely going to
But after Mr. Epstein's attorneys told
end without a trial within the next
prosecutors about the girls' MySpace
two months." State attorney spokes-
pages, which mentioned marijuana
man Michael Edmondson would
and alcohol use, State Attorney Barry
not confirm any plea deal. But, he
Krischer sent the case to a grand jury,
noted: "The state attorney's hands
instead of filing charges himself.
are not tied by there being a single
Blaming these victims, however,
grand jury charge. That does not
does not make them any more de-
preclude additional charges."
serving of what happened. And Mr.
Jeffrey Epstein, like too many
Krischer's unnecessary handoff to a
men in Florida, preyed on teenaged
grand jury, after an 11-month police
girls. The system should not let him
investigation, more than reinforced
buy his way out of that reality.
EFTA00013649


c1: EFTA00013711
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013711.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
=
(USAFLS)"
To: "Acosta, Alex (USAFLS)"
(USAFLS)"
Cc: "
(USAFLS)"
Subject: Epstein
Date: Tue, 04 Dec 2007 18:43:06 +0000
Importance: Normal
Hi Alex and
- I forgot to tell Alex earlier that Mr. Goldberger's first name is Jack. Also, FYI, Epstein's plane is here in
West Palm Beach for the next few hours (it just arrived and is supposed to depart in the late afternoon).
When the final letters go out, can you have
fax or e-mail them to me?
Thanks.
Assistant U.S. Attorney
EFTA00013711


c1: EFTA00013874
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013874.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USAFLS)"
To: "
(FBI)"
Bcc:
"
(USAFLS)"
Subject: Re: Epstein
Date: Fri, 13 Jun 2008 17:15:28 +0000
Importance: Normal
Sorry. I am at birthday lunch now. I will call as soon as I can. Overall it went well. There is a new development. I will call soon
Original Message
From:
(FBI)
To:
(USAFLS)
Sent: Fri Jun 13 13:05:14 2008
Subject: Epstein
How did the conf call go! Sorry couldn't wait longer!
EFTA00013874


c1: EFTA00011353
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011353.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: FW: Jeffrey Epstein
Date: Mon, 09 Mar 2020 19:52:08 +0000
Attachments: Jeffrey_Epstein.pdf; ATT00001.htm
Hi
Here's something related to the Epstein case.
Thanks,
From:
Sent: Monday, March 9, 2020 3:37 PM
To:
Subject: Fwd: Jeffrey Epstein
Hi
do you know who at SDNY to forward this correspondence to? Thanks.
Begin forwarded message:
From: John Ray
Date: March 9, 2020 at 3:00:06 PM EDT
To:
Cc:
Subject: Jeffrey Epstein
Good afternoon, Ms.
Please see annexed for your information.
--
Very truly yours,
John Ray
Ray, Mitev & Associates, LLP
New York Attorneys
"Killer Bees"
Manhattan:
New York. NY 10010
Long Island:
Miller Place, New York 11764
EFTA00011353

=== Page 2 ===
IRS Circular 230 Required Notice-IRS regulations require that we inform you that to the extent this
communication contains any statement regarding federal taxes, that statement was not written or
intended to be used, and it cannot be used, by any person (i) for the purpose of avoiding federal tax
penalties that may be imposed on that person, or (ii) to promote, market or recommend to another
party any transaction or matter addressed herein.
This communication is otherwise privileged and confidential as attorney-client communication and/or
attorney work product and may not be used, reproduced, reformatted or in any way referred to
without the prior written consent of Ray, Mitev & Associates, under penalty of law. If you have
received this message in error, or are not the intended recipient, please notify us immediately and
destroy this message, along with any and all copies of this message.
Service of legal papers/documents by e-mail is not authorized and will be treated as a nullity. To the
extent that this communication may contain attorney advertising, same is not intended to form any
attorney-client relationship or otherwise impart or convey any legal advice.
EFTA00011354


c1: EFTA00011095
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011095.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: [EXTERNAL] Re: US V. Maxwell, 20 Cr. 330 (AJN) - Joint Proposed Juror Questionnaire
and Voir Dire
Date: Wed, 13 Oct 2021 16:14:27 +0000
Attachments: Notice_of_Motion_-Voir_Dire.pdf; ATT00001.htm; MOL-JURY_VOIR_DIRE_10-13-
21.pdf; ATT00002.htm
Good afternoon-
Attached please find courtesy copies of today's ECF filings.
Regards-
EFTA00011095


c1: EFTA00010172
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010172.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: FW:
302
Date: Thu, 11 Nov 2021 17:34:33 +0000
Attachments: (U)_Interview_of
pdf
Hi- can you please add to
witness and 3500 folder? This can be added to the production we are hoping to get
out today.
From
Sent: Thursday, November 11, 2021 12:33 PM
To:
Subject: [EXTERNAL] Re:
302
Here's the 302
Detective
NYPD / FBI
Child Exploitation Human Trafficking Task Force
Office:
From:
Sent: Wednesday. November 10. 2021 10:07 PM
To:
Subject: Re:
302
It's still awaiting supervisor sign off. I will try and find a relief supervisor to sign off on it tomorrow (it's a holiday so
is out). Will let you know.
> On Nov 10, 2021, at 19:56,
wrote:
>
>
>
> CAUTION! EXTERNAL SENDER
>
> STOP WHEN UNSURE. Never click on links or open attachments if sender is unknown, and never provide user ID or
password. Suspicious? Please report to this email address: reportphishing@nypd.org
>
>
> Hi
> Just checking in on this. When will you get this to us?
>
EFTA00010172

=== Page 2 ===
> Thanks,
EFTA00010173


c1: EFTA00013559
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013559.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
"Acosta, Alex (USAFLS)" <AAcosta@usa.doj.gov>,
Cc:
Subject: Emailing: webmmkepstein0715.htm
Date: Tue, 15 Jul 2008 22:53:26 +0000
Importance: Normal
Attachments: webmmkepstein0715.htm
Wow - these guys work fast. Here is the Palm Beach Daily News report re Epstein.
EFTA00013559


c1: EFTA00014133
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014133.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To: Paul Cassell
Brad Edwards
Cc:
(USAFLS)"
Subject: RE: Draft Protective Order - slight tweak
Date: Fri, 15 Aug 2008 18:24:20 +0000
Importance: Normal
Attachments: Protective_Order_v2.doc
Judge Cassell and Brad,
I have incorporated the change suggested by Judge Cassell to paragraph (c). I also added language in paragraph (e),
referring to other victims, which also provides for petitioners' counsel to promptly provide a copy of the acknowledgment
to the U.S. Attorney's Office. The government has no doubts that counsel for petitioners will ensure the authorized
recipients are aware of the protective order and agree to abide by it, prior to disclosure. We do not require the
acknowledgment in writing prior to the non-prosecution agreement being disclosed to an authorized recipient.
We believe the petitioners' proposed protective order goes well beyond what is at issue, the government's disclosure of
the non-prosecution agreement, conditioned on limited dissemination of the document upon receipt by petitioners.
Consequently, we believe the attached proposed order, incorporating your revisions, is appropriate for the task at
hand. Thanks.
From: Paul Cassell [mailto:
Sent: Friday, August 15, 2008 12:21 PM
To: Brad Edwards;
(USAFLS)
Cc:
(USAFLS)
Subject: RE: Draft Protective Order - slight tweak
Hello
and
,
First, I don't know if we've been formally introduced. Nice to meet you electronically at least.
Second, on the language -- As Brad mentioned, we need to see this document quite quickly in view of
the Government's representations yesterday that Epstein is trying to ignore the agreement. As a result --
and in view of the difficulty of making immediate contact with our clients -- I propose one change.
Instead of this:
Prior to producing the documents to Petitioners' counsel, a copy of this Order must be provided to
counsel and their clients, who must review and acknowledge their receipt of and agreement to abide by
the terms of this Order, and who must provide a copy of that acknowledgment to the USAO.
How about this:
Before counsel for Petitioner's show the agreement to their clients or discuss the specific terms with
them, they must provide a copy of this Order to Petitioners, who must review and acknowledge their
EFTA00014133

=== Page 2 ===
receipt of and agreement to abide by the terms of this Order. Counsel for Petitioner's must promptly
provide a copy of that acknowledgment to the USAO.
I assume that the USAO is not concerned about us as attorneys somehow ignoring the Court's protective
order, so this change would focus in on the non-law trained clients.
Paul G. Cassell
Ronald M. Boyce Presidential Professor of Law
S.J. Quinney College of Law
University of Utah
Salt Lake City, UT 84112
EFTA00014134


c1: EFTA00013716
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013716.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
=
(USAFLS)"
To: "Lanna Belohlavek
(
)"
Cc: "
(USAFLS)"
Subject: Jeffrey Epstein
Date: Mon, 10 Dec 2007 22:26:13 +0000
Importance: Normal
Hi Lanna - Sorry for the delay.
will confer with you about the facts that you requested.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax 561 820-8777
EFTA00013716


c1: EFTA00011385
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011385.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
(USANYS)"
Cc:
)"
)"
(USANYS)"
Subject: RE: RE: foreign travel, Sweden, February 3-7
Date: Mon, 27 Jan 2020 16:59:47 +0000
Great, thank you!
From:
(USANYS)
Sent: Monday, January 27, 2020 09:26
To:
Cc:
is
is
(USANYS)
Subject: RE: RE: foreign travel, Sweden, February 3-7
No. You are all set.
From:
Sent: Friday, January 24, 2020 12:53 AM
To:
(USANYS)
Cc:
is
)
is
(USANYS)
Subject: RE: foreign travel, Sweden, February 3-7
Per the international travel checklist, I think we need to email you for approval / notice -
and I are
hoping to get approval to travel to Stockholm, Sweden, between February 3 and 7 to interview a witness in connection
with the Epstein investigation. We'll also separately put in phone requests, but please let us know if you need any
additional information or materials.
thanks very much,
Assistant U.S. Attorney
Southern District of New York
EFTA00011385


c1: EFTA00011092
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011092.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: FW: Jeffrey Epstein accusers detail abuse in NBC News exclusive
Date: Fri, 20 Sep 2019 16:37:43 +0000
Here's the TODAY show piece.
Original Message
From: Dienst, Jonathan (NBCUniversal)
Sent: Friday, September 20, 2019 12:34 PM
To
Subject: Jeffrey Epstein accusers detail abuse in NBC News exclusive
https://www.today.com/video/jeffrey-epstein-accusers-detail-abuse-in-nbc-news-exclusive-69459525763
Sent from my iPhone
EFTA00011092


c1: EFTA00011270
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011270.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To:
)"
Subject: Epstein documents
Date: Tue, 02 Feb 2021 19:12:07 +0000
Hi
Can you please send me your cell phone number so that I can set you up with our USAfx account? Then l'll be able to
share the folder with you.
Thank you,
EFTA00011270


c1: EFTA00011167
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011167.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Christian Everdell <CEverdell@CohenGresser.com>
To:
"
Cc:
:.
i
(USANYS)"
, "Mark S. Cohen" <mcohen@CohenGresser.com>, "BOBBI
C STERNHEIM" <bcsternheim@mac.com>, 'Jeff Pagliuca' <jpagliuca@hmflaw.com>,
'Laura Menninger' <Imenninger@hmflaw.com>
Subject: U.S. V. Ghislaine Maxwell, 20 Cr. 330 (AJN) Renewed Bail Motion and Exhibits (to be
Filed Under Seal)
Date: Tue, 08 Dec 2020 22:29:51 +0000
Attachments: Exhibit_O_Redacted.pdf_Exhibit_P_Redactedpdf;_Exhibit_S_Redacted.PDF;
Exhibit_W_Redacted.pdf_Exhibit_X_Redacted.pdf
Inline-Images: image001.gif; image002.jpg
Dear Judge Nathan -
Attached please find the following documents submitted to the Court and all counsel under seal pursuant to the Court's
order (Dkt. 89):
1. Accompanying exhibits O-P (redacted)
2. Accompanying exhibit S (redacted)
3. Accompanying exhibits W-X (redacted)
Regards,
Christian R Everdell
COHEN & GRESSER LLP
view bio
New York Paris Washington DC | London
CG
CONFIDENTIALITY NOTICE: The information contained in this e-mail may be confidential and/or privileged. This e-mail is intended to be reviewed initially by only
the individual named above. If the reader of this e-mail is not the intended recipient or a representative of the intended recipient, you are hereby notified that any
review, dissemination or copying of this e-mail or the information contained herein is prohibited. If you have received this e-mail in error, please immediately notify
the sender by telephone and permanently delete this e-mail. Thank you.
PRIVACY: A complete copy of our privacy policy can be viewed at: https://www.cohengresser.com/privacy-policy.
EFTA00011167


c1: EFTA00013632
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013632.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: RE: Epstein
Date: Wed, 12 Dec 2007 12:48:03 +0000
Importance: Normal
Yes! I originally nominated Bert, and then Jay asked if he could have a list of people from which to choose. We exchanged
lists of acceptable people (including two people from Podhurst) and he said "Well, we probably should just stick with Bert."
The problem only started when Bert sent a laundry list of questions that he and the firm's conflicts counsel had and we,
started trying to set up a conference call. You then raised the Special Master issue, and I agreed that was best. Then
ot involved and there was radio silence as they started communicating only with you.
Original Message
From:
Sent: Wednesday, December 12 2007 7:43 AM
To:
Subject: Re: Epstein
1 question: page 2, 3rd par. states "since mr. Ocariz had been told that you concurred in his selection I informed (him) of
the office's decision to use a special master.
"
I'm a little confused - did Jay originally concur with Ocariz?
Sent from my BlackBerry Wireless Handheld
Original Message
From:
To:
Cc:
Sent: Tue Dec 11 17:20:55 2007
Subject: RE: Epstein
I am out today, but I will start pulling everything together tomorrow. We don't have transcripts of all of the state interviews,
but we have audio or videotapes of all of them.
I drafted the attached letter, which I would like to send to Jay.
<<07121
tr to Lefkowitz.pdf>>
From:
Sent: Tuesday. December 11. 2007 5:17 PM
To:
Cc:
Subject: Epstein
EFTA00013632

=== Page 2 ===
In light of the recent Kirkland & Ellis correspondence, I've asked
to conduct a de novo review of the evidence
underlying the proposed indictment. I've provided
with the proposed indictment package but can you make copies of
the 302s , state GJ and interview transcripts, and any other underlying investigative information that
can review
a.s.a.p.? Thanks,
EFTA00013633


c1: EFTA00011506
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011506.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Subject: Re: Epstein
Date: Sat, 10 Aug 2019 14:43:49 +0000
Connecting everyone
Sent from my iPhone
> On Aug 10, 2019, at 10:43 AM,
wrote:
>
> Thanks for the update. Keep me poste
EFTA00011506


c1: EFTA00013253
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013253.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Mariann Wang
To:
)"
Cc: Gloria Allred
Subject: Re: Follow up
Date: Mon, 12 Oct 2020 19:11:44 +0000
Inline-Images: Outlook-cid_image0.png; Outlook-cid_image0(1).png; Outlook-AMGlaw_FIN.png:
Outlook-cid_image0(2).png; Outlook-cid_image0(3).png; Outlook-cid_image0(4).png;
Outlook-cid_image0(5).png
,
Thanks to you and your team for your sensitivity and support in hearing our clients on Friday. They all very
much appreciated it.
May I just check in about the other two items below to see when you might have an update. Re the photograph
info especially, we don't want to convey the info to our clients until we understand the scope/clarifications.
Thank you,
Mariann
On Sep 30, 2020, at 9:26 PM, Mariann Wang wrote:
Hi
:
We just wanted to check in on a few things.
The below request re documents/prior communications.
Any other news/info about the photographs.
And whether you/your team might be available on October 9th to interview the clients we had to adjourn a
few weeks ago,
and
,
Thanks,
Mariann
From: Mariann Wang
Sent: Thursday, August 13, 2020 6:03 PM
To:
)
Cc: Gloria Allred
Subject: Follow up
Thanks again for making time to talk the other day. Below are clients for whom we'd like to schedule
interviews with your office. (The initials next to their names are just for my purposes to remember who I need
to add from my office for these calls/meetings.) I'd also like to hop on the phone when you have a free 10
minutes to briefly discuss a few other clients who we haven't listed below. Please just let me know if you have
a moment tomorrow sometime.
EFTA00013253

=== Page 2 ===
Thanks,
Mariann
Cuti Hecker Wang LLP
To Be Scheduled -- interviews
(AR) - ~2002, one incident in New York.
(DM) - ~late 2004-late 2005, multiple incidents in New York.
(JRC) - ~fall 2003 - late 2004, multiple incidents in NY. Some interactions with Maxwell
(AR) - ~2002, one incident in New York.
(DM) - ~August 2017 - November 2017, multiple incidents in Paris and Florida. Interacted
with others working for Epstein.
(AR) = ~June 2003 to late 2004, multiple incidents in NY and FL as well as incidents with two other
men at Epstein's direction in New York, California, and Washington, DC. In ~2010, final interaction with Epstein
included interaction with Prince Andrew at townhouse.
Over earlier time period, Maxwell left VMs on the apartment message machine.
interacted with and/or
traveled with multiple others working for Epstein.
(EH) - ~8-10 incidents in Florida between ~late 2000 and 2001.
From:
Sent: Tuesday, August 11, 2020 11:51 PM
To: Mariann Wang ; Gloria Allred ;
);
Subject: RE: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
Thank you, I'll plan to use the Zoom link Gloria sent tomorrow at 1pm ET/ 10am PT.
From: Mariann Wang
Sent: Tuesday, August 11, 2020 11:50 PM
To:
)
; Gloria Allred ;
)
;
Subject: Re: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
Works for me as well.
From:
)
Sent: Tuesday, August 11, 2020 11:31 PM
To: Gloria Allred
)
Cc: Mariann Wang
Subject: RE: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
Thank you so much. Can we please plan on 1pm ET?
From: Gloria Allred
Sent: Tuesday, August 11, 2020 11:24 PM
To:
)
)
Cc: Mariann Wang
Subject: RE: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
Either one of those new times works for me,
Gloria Allred
Allred, Maroko & Goldberg
EFTA00013254

=== Page 3 ===
Los Angeles, CA 90048
www.amglaw.com
www.gloriaallred.com
Inducted into National Women's Hall of Fame - 2019
From:
Sent: Tuesday, August 11, 2020 8:00 PM
To: Gloria Allred
Cc: Mariann Wang
Subject: RE: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
Thank you very much. I apologize-I did not realize that I already have a meeting scheduled from 1:30pm to 3pm ET
tomorrow. Would it be possible to move this call either to 1pm ET or to 3pm ET, please?
From: Gloria Allred
Sent: Tuesday, August 11, 2020 5:16 PM
To:
)
)
)
Cc: Mariann Wang
Subject: Zoom conference link for Wednesday at 2 pm ET / 11 am PT
For the call on Wednesday 8/12 at 2 pm ET / 11 am PT -
Please click the link below to join the Zoom Meeting
https://us02vveb.zoom.us/j/84054387464?pwd=ZlING8veFl0NGRSazBtNkITaHM4UT09
Meeting ID: 840 5438 7464
Passcode: 416532
For audio only by phone,
Please dial: 301 715 8592
Meeting ID: 840 5438 7464
Participant ID: press #
Passcode: 416532
Please join just a few minutes prior to the start time so the call can begin right away.
Please confirm you've received and thank you.
Diane
Diane Aldrich
Executive Assistant to Gloria Allred
Los Angeles, CA 90048
Facsimile
www.amglaw.com
From: Gloria Allred
Sent: Tuesday, August 11, 2020 12:44 PM
To:
)
)
)
Cc: Mariann Wang
Subject: RE: New potential victims of Epstein and some of Maxwell who are willing to speak to you and the FBI.
Thank you. We will send you a Zoom.
Gloria Allred
Allred, Maroko & Goldberg
Los Angeles, CA 90048
www.amglaw.com
EFTA00013255

=== Page 4 ===
www.gloriaallred.com
Inducted into National Women's Hall of Fame - 2019
From:
)
Sent: Tuesday, August 11, 2020 11:26 AM
To: Gloria Allred
)
Cc: Mariann Wang
Subject: RE: New potential victims of Epstein and some of Maxwell who are willing to speak to you and the FBI.
Yes, I am available for a call tomorrow (Wednesday 8/12) at 2pm Eastern Time. Please let me know what number to call.
Best,
Assistant United States Attorney
Southern District of New York
From: Gloria Allred
Sent: Monday, August 10, 2020 7:31 PM
To:
)
Cc: Mariann Wang
Subject: New potential victims of Epstein and some of Maxwell who are willing to speak to you and the FBI.
My co- counsel, Mariann Wang, and I would like to schedule a call with one of you to discuss some questions we have
prior to scheduling our clients' interview with you. Would you be available for a call with us on Wednesday at 2 P.M.
e.s.t.?
Gloria Allred
Allred, Maroko & Goldberg
Los Angeles, CA 90048
www.amglaw.com
www.gloriaallred.com
Inducted into National Women's Hall of Fame - 2019
This message is CONFIDENTIAL and may contain legally privileged information intended only for the addressee. If you are not the
addressee you may not use, forward, copy or disclose to anyone any information contained in this message. IF YOU RECEIVED
THIS COMMUNICATION IN ERROR, PLEASE NOTIFY ALLRED, MAROKO & GOLDBERG IMMEDIATELY BY
TELEPHONING THE SENDER NAMED ABOVE AT
Thank you.
This message is CONFIDENTIAL and may contain legally privileged information intended only for the addressee. If you are not the
addressee you may not use, forward, copy or disclose to anyone any information contained in this message. IF YOU RECEIVED
THIS COMMUNICATION IN ERROR, PLEASE NOTIFY ALLRED, MAROKO & GOLDBERG IMMEDIATELY BY
TELEPHONING THE SENDER NAMED ABOVE AT
Thank you.
This message is CONFIDENTIAL and may contain legally privileged information intended only for the addressee. If you are not the
addressee you may not use, forward, copy or disclose to anyone any information contained in this message. IF YOU RECEIVED
THIS COMMUNICATION IN ERROR, PLEASE NOTIFY ALLRED, MAROKO & GOLDBERG IMMEDIATELY BY
TELEPHONING THE SENDER NAMED ABOVE AT
Thank you.
EFTA00013256

=== Page 5 ===
GLORIA ALLRED
2020
Best Lawyers
Martindale-Hubbell'
PREEMINENT
AV
Peer Rated for Highest Level
of Professional Excellence
2019
ALLRED MAROKO GOLDBERG
JUSTICE INTEGRITY REPUTATION
GLORIA ALLRED
2020
Best Lawyers
Martindale-Hubbell'
PREEMINENT
AV
Peer Rated for Highest Level
of Professional Excellence
2019
GLORIA ALLRED
2020
Best Lawyers
Martindale-Hubbell'
PREEMINENT
AV
Peer Rated for Highest Level
of Professional Excellence
2019
EFTA00013257


c1: EFTA00009977
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009977.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: Re: FW: RE:
Date: Wed, 05 Dec 2018 01:37:07 +0000
Importance: Normal
Thanks. We are meeting with the case agents on Thursday to discuss next steps and will report back to discuss
the plan.
Sent from my iPhone
On Dec 4, 2018, at 8:27 PM,
wrote:
From:
Sent: Tuesday, December 4, 2018 8:27 PM
To:
is
Cc:
is
is
Subject: Re: RE:
In case you hadn't seen it yet. Notable was reference to the sealed Federal indictment. I hadn't realized that he
had already been indicted when he got the deal.
https://www-m.cnn.com/2018/12/04/politics/jeffrey-epstein-lawsuit-setled/index.html?
r=https%3A%2F%2Fwww.cnn.com%2F
Assistant Special Agent in Charge
New York Field Office
Original message
From:
Date: 11/30/18 2:38 PM (GMT-05:00)
To:
Cc:
Subject: RE: RE:
Yes, we can do that
EFTA00009977

=== Page 2 ===
From:
Sent: Friday, November 30, 2018 2:33 PM
To:
is
Cc:
is
is
Subject: RE: RE:
Can you all can call my desk
)
from one conference room? If that won't work, l'Il get a call in number and
put that out to everyone.
From:
Sent: Friday, November 30, 2018 2:10 PM
To:
is
Cc:
is
is
Subject: RE: RE:
330 is good.
From:
Sent: Friday, November 30, 2018 1:39 PM
To:
Cc:
is
is
is
Subject: Re: RE:
Either of those times work for me.
and I have a meeting at 2 so 3:30 would be better if possible.
Sent from my iPhone
On Nov 30, 2018, at 1:35 PM,
wrote:
All,
We've been able to gather some information on the Jeff Epstein matter and I'd suggest we have a call to determine the
way forward. Does 3:00 or 3:30 today work?
From:
Sent: Thursday, November 29, 2018 4:40 PM
To:
Subject: FW:
From:
)
[mailto:
Sent: Thursday, November 29, 2018 1:36 PM
To:
Cc:
Subject:
EFTA00009978

=== Page 3 ===
Have you seen this article?
https://www.miamiherald.com/news/local/article220097825.html
Have any insight? From the article is sounds like he cooperated in a financial fraud case and was non-prosd.
and I can chat whenever.
Thanks,
Assistant United States Attorney
Human Trafficking Co-Coordinator
Violent & Organized Crime
Southern District of New York
EFTA00009979


c1: EFTA00014106
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014106.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "
(USAFLS)"
To: Jack Goldberger
Bcc:
(USAFLS)"
Subject: RE: Epstein contact
Date: Wed, 09 Jul 2008 19:58:36 +0000
Importance: Normal
Great. Thanks. Just faxed a letter to you. I have to run to an appointment but will be in tomorrow morning.
Assistant U.S. Attorney
From: Jack Goldberger [mailto:
Sent: Wednesday, July 09, 2008 3:56 PM
To:
(USAFLS)
Subject: RE: Epstein contact
Dear
I am the contact person - My office address is sufficient for contact
jack
From:
(USAFLS) [mailto:
Sent: Wednesday, July 09, 2008 1:16 PM
To: Jack Goldberger
Cc:
(USAFLS)
Subject: Epstein contact
Dear Jack: I have received your letter and am considering it now. One of the questions I had asked you last
week was whether you are the person whom attorneys for the victims should contact if they decide to file any
claim. Are you the person? And, if so, what, if any, contact information would you like me to provide?
Thank you.
Assistant U.S. Attorney
EFTA00014106


c1: EFTA00013393
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013393.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
Cc:
Subject: Court Subpoena
Date: Tue, 28 Sep 2021 18:58:13 +0000
Importance: Normal
Attachments: 2021.08.27_Court_Subpoena_-_Sacramento_County_Clerk.pdf
Ms.
I'm reaching out regarding the attached subpoena, which was served on your office in connection with an upcoming
criminal trial in the United States District Court for the Southern District of New York. I understand there have been some
questions regarding compliance. Could you please let me know your availability for a call?
Thank you,
Assistant United States Attorney
Southern District of New York
EFTA00013393


c1: EFTA00013846
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013846.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To: "
Subject: Read: Epstein
Date: Mon, 15 Dec 2008 15:55:29 +0000
Importance: Normal
EFTA00013846


c1: EFTA00013434
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013434.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
)"
(USANYS)"
)"
Subject: FW:
Date: Thu, 29 Apr 2021 19:01:06 +0000
Attachments: 2021-04-30_Gov't_Letter_to_Manley.v3.docx.
Updated version attached. Let me know if you're good with this, and I'll send a pdf to defense counsel. FYI I've changed
the CC line, since BSF is now in theory counsel of record in the case, and we're not sending this to them.
From:
(USANYS)
Sent: Thursday, April 29, 2021 2:45 PM
To:
is
(USANYS)
Cc:
is
(USANYS)
Subject: RE:
nice work on this, my edits are attached.
From:
Sent: Thursday, April 29, 2021 11:01 AM
To:
(USANYS)
is
(USANYS)
Cc:
>;
(USANYS)
>;
Subject: RE:
In case it's useful while we're troubleshooting this issue today, I'm attaching the working draft. We'll let you know if we
find additional authorities on this or obtain different guidance
From:
Sent: Thursday, April 29, 2021 10:32 AM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
Cc:
is
(USANYS)
is
Subject:
We're working on drafting a letter in response to the attached, and wanted to give you a heads up. We hope to have a
draft for you this afternoon, in the hopes of sending the draft to defense counsel tonight as part of the meet-and-confer
directed by Judge Nathan. I think that leaves sufficient time for filing tomorrow.
Although we're mindful of third party privacy interests, for non-parties who are neither witnesses nor victims in the case, I
do have concerns about entertaining redaction/intervention requests, given the high volume of people who may ask to be
heard or assert a right to review and redact documents if this were entertained.
Thanks,
EFTA00013434

=== Page 2 ===
Assistant United States Attorney
Southern District of New York
One Saint Andrew's Plaza
New York, NY 10007
EFTA00013435


c1: EFTA00011361
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011361.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Final Voucher 11063602-1(1) approved by
,
now awaiting further
approval
Date: Tue, 24 Mar 2020 14:22:09 +0000
Importance: Normal
Dear
Final voucher 11063602-1(1) has been approved by
,
now awaiting further approval.
Trip ID: 11063602-1
Voucher ID: 1
Voucher type: Final
Traveler name:
Purpose: R20NYS13404 - Epstein Investigation Witness interview
Destination: Beverly Hills, CA, United States
Dates: 2020-02-25 - 2020-02-29
Current status: Pending Voucher Approval
Voucher total expenses: 1981.97
Estimated trip cost: 2004.11
E2 Single Sign On Login (within DOJ Network Only):
https://dojnet.doj.gov/jmd/fs/e2-redirect.html
E2 Manual Login (User ID and Password):
https://e2.gov.cwtsatotravel.com
Thank you for using E2Solutions. Help and support is available online by selecting the 'Online Help' link.
Please note: Replies to this mailbox are not monitored.
Some E2 email notifications are optional. To manage your email notifications, go to E2 Solutions to change your
email settings. Click 'Profile' on the task bar and then click the 'Edit Email Notifications' link to manage the
emails that you receive from us.
Reference ID# V0010
This e-mail and any attachments may contain confidential and/or proprietary information. If you received this e-
mail in error, please notify the sender immediately by reply e-mail and delete the e-mail and any attachments;
any further use of such e-mail or attachments is strictly prohibited.
EFTA00011361


c1: EFTA00011417
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011417.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: FW: Letter
Date: Wed, 14 Oct 2020 13:26:14 +0000
Attachments: 2020.10.13_Letter_to_Government_re_Rule_16_and_Brady_Requests.PDF
Inline-Images: image005.jpg; image006.jpg
FYI
From: Christian Everdell
Sent: Tuesday, October 13, 2020 11:38 PM
To:
Cc: Mark S. Cohen
;
'Jeff Pagliuca'
; Laura Menninger
; ; BOBBI C STERNHEIM
Subject: Letter
Please see the attached letter.
Regards,
Chris
Christian Everdell
COHEN & GRESSER LLP
800 Third Avenue
New York Paris Washington DC London
CONFIDENTIALITY NOTICE: The information contained in this e-mail may be confidential and/or privileged. This e-mail is intended to be reviewed initially by only
the individual named above. If the reader of this e-mail is not the intended recipient or a representative of the intended recipient, you are hereby notified that any
review, dissemination or copying of this e-mail or the information contained herein is prohibited. If you have received this e-mail in error, please immediately notify
the sender by telephone and permanently delete this e-mail. Thank you.
PRIVACY: A complete copy of our privacy policy can be viewed at: https://www.cohengresser.com/privacy-policy.
EFTA00011417


c1: EFTA00013342
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013342.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To:
(USANYS)"
(USANYS)"
(USANYS)"
(USANYS)"
)"
)"
(USANYS)"
Cc:
(USANYS)"
(USANYS)"
(USANYS)"
(USANYS)"
(USANYS) 1"
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Date: Thu, 31 Dec 2020 19:07:02 +0000
Attachments: 2020.12.31 Best Decl Re Rivera (v.2).docx;
2020.12.31_Letter_on_Rivera_and_Maxwel_discovery_and_counsel_access_(v.3).docx
Thanks,
Looks good. I fixed a few typos that I spotted, and I had a couple of questions in one of the
declarations.
From:
(USANYS)
Sent: Thursday, December 31, 2020 12:19 PM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
>;
(USANYS)
is
)
is
)
^
>;
(USANYS)
Cc:
(USANYS)
is
(USANYS)
V
>;
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Hi
:
Please see our proposed letter, which I understand you would like to review, as well as
declarations from associate wardens at the MDC and MCC. The GC and PC chiefs have signed off on
these drafts.
With apologies for the time sensitivity, our contacts at MCC/MDC have asked to leave early today
(before 1/1:30), and have asked us to finalize the declarations as soon as possible.
Best,
From:
(USANYS)
Sent: Wednesday, December 30, 2020 4:24 PM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
is
)
is
)
i
(USANYS)
Cc:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
EFTA00013342

=== Page 2 ===
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
,
who is the Associate Warden at the MCC. There's a possibility that there will be a very
short declaration from someone at the MDC to discuss the specific accommodations for Maxwell. I am
working through that with
From:
(USANYS)
Sent: Wednesday, December 30, 2020 2:45 PM
To:
(USANYS)
is
(USANYS)
>;
(USANYS)
i
(USANYS)
i
)
is
is
(USANYS)
Cc:
(USANYS)
>;
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Thanks. Who is signing the declaration for BOP?
From:
(USANYS)
Sent: Wednesday, December 30, 2020 2:40 PM
To:
(USANYS)
i
(USANYS)
V.
(USANYS)
is
(USANYS)
is
)
is
=
i
(USANYS)
Cc:
(USANYS)
>;
(USANYS)
>;
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
:
We are in the process of finalizing our response to the Maxwell/Rivera issue. We intend to
explain that the discovery and counsel access accommodations that have been provided to Maxwell
and Rivera, respectively, result from the specific circumstances of their cases, the specific requests of
their lawyers, and their individual housing circumstances. On all of these factors, there are several
important differences, including:
-
The Maxwell case has multiple times more discovery than the Rivera case. Hence, the need for
such expanded discovery access is greater in the Maxwell case.
-
At the MDC, Maxwell has a unique housing situation, as she is in protective custody outside the
general population. She therefore has sole access to a room to use a computer and phone for
approximately 13 hours a day. Rivera, by contrast, is housed in the general population.
-
There are approximately 80 other inmates at the MCC in Rivera's unit that use the same VTC
room for court appearances, probation interviews, and attorney meetings. By contrast, Maxwell
shares access to the MDC VTC room with substantially fewer inmates. The MDC can therefore
provide 15 hours of VTC meetings with her attorneys without compromising access for other
MDC inmates. The same is not true for Rivera at the MCC.
Going forward, even though Rivera's counsel have asked (and the Court has ordered) that Rivera
receive three hours of laptop access each day, the MCC is now leaving the laptop with him all day long,
and only takes it back at night to charge it. Therefore, the MCC is now providing the same amount of
electronic discovery access to Rivera that Maxwell receives at the MDC.
EFTA00013343

=== Page 3 ===
As for providing Rivera with up to 15 hours of VTC access, we will explain that doing so will
compromise access for other inmates. If defense counsel expresses a need for additional time, the
MCC will continue to find ways to accommodate those requests as best as they can.
Please let me know if you have any questions or would like to discuss this further.
Best,
From:
(USANYS)
Sent: Monday, December 21, 2020 4:42 PM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
is
is
)
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
V.
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Thanks,
Can you keep me posted on what we think will be the substance of the draft declaration when you know
(that is, before we are submitting anything on 12/31)? And how much of this is attributable to differences between MCC
and MDC, as well as specific differences in their housing situations?
From:
(USANYS)
Sent: Monday, December 21, 2020 4:35 PM
To:
(USANYS)
i
(USANYS)
>;
(USANYS)
>;
(USANYS)
is
)
is
)
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
^
is
(USANYS) 1
Subject: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
All:
I wanted to bring to your attention a recent issue that's surfaced in United States v. Rivera et al., a sex
trafficking case pending before Judge Engelmayer. As I'll describe in more detail below, Judge
Engelmayer has asked us to submit a declaration from the BOP explaining why the discovery and
counsel access accommodations provided to Ghislaine Maxwell (detained at the MDC outside the
general population) cannot be extended to Justin Rivera (detained at the MCC in the general
population).
Justin Rivera was charged in February 2019 with sex trafficking conspiracy. He's been detained at the
MCC since April 2019 on consent (he's also serving a state sentence). His trial, which was originally
scheduled for April 2019, is expected to start on February 16, 2020. In July 2020, he had new counsel
appointed, citing an irreconcilable breakdown with his former counsel.
Since this fall, Judge Engelmayer has become increasingly frustrated with the MCC's treatment of
Rivera. In particular, he's cited their failure to provide Rivera with adequate accommodations to
review discovery and meet with his lawyers, who refuse to visit Rivera at the MCC for personal health
EFTA00013344

=== Page 4 ===
concerns. We have two court orders in place to address these issues: (1) a laptop order, which requires
the MCC to provide Rivera access to a laptop for three hours per day; and (2) a videoconference order,
which requires the MCC to make available four hours of videoconferencing each week, in addition to
any telephone or videoconference calls obtained through the Federal Defenders.
At the moment, there's not a concern, at least from Judge Engelmayer, that the amount of time Rivera
has for videoconferences and electronic discovery review is insufficient for trial preparation, although
defense counsel has stated that they may request more time in the future. However, in a letter last
night and during a court conference this morning (transcript attached), defense counsel cited the
accommodations that the MDC has provided to Maxwell, describing them as "strikingly different and
far superior" to those afforded to Rivera. Defense counsel further suggested that Rivera was being
treated differently on account of his race, gender and class. Judge Engelmayer stated that the
disparity in access "jumped off the page" and that the optics were "terrible," and asked us to explain
the rationale for the differing treatment. After conferring with
and
before
our conference, we explained our understanding that the disparity comes down to the fact that
Maxwell and Rivera have very different housing situations, with Maxwell's situation being more
amenable to greater access to electronic discovery review and legal visits.
Judge Engelmayer asked us to submit a declaration, from an appropriate person at the BOP,
explaining in more detail why the accommodations provided to Maxwell cannot be extended to Rivera.
Based on the recent bail opposition in the Maxwell case, I believe the differences in counsel/discovery
access are as follows:
Accommodation
Maxwell
Rivera
Review of electronic
13 hours per day/7 days per
3 hours per day/7 days per
discovery (NB: each
week (91 hours total)
week (21 hours total)
defendant has laptop access)
Counsel visits (by video)
3 hours per day/5 days per
Four hours per week (plus an
week (15 hours total)
additional two hours
scheduled through the
Federal Defenders) (6 hours
total)
Weekend legal calls
As needed
Not available
The declaration is due by December 31. Because Judge Engelmayer's request implicates at least two
criminal cases, and potentially the ongoing civil litigation with the MCC, we wanted to make sure that
you were all aware of this issue. We are also happy to set up a call to discuss this further. In the
meantime, we are working with
to identify the appropriate declarant and draft an
explanation for the Court.
Best,
Assistant United States Attorney
United States Attorney's Office for the Southern District of New York
One Saint Andrew's Plaza
New York, NY 10007
Tel:
EFTA00013345

=== Page 5 ===
EFTA00013346


c1: EFTA00013723
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013723.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To: "Acosta, Alex (USAFLS)" <AAcosta@usa.doj.gov>,
Cc:
Subject: Column by Palm Beach Post Editor
Date: Wed, 13 Feb 2008 14:30:56 +0000
Importance: Normal
Attachments: PB_Post_Editorial001.pdf
Hi all - I know that it sounds like I wrote this (especially the part about "Epstein's effort to buy his way out of
prosecution"), but it actually was written by the editor of the Palm Beach Post.
On another note, I hope to have the final indictment package to
by Thursday or Friday at the latest.
Enjoy!
Assistant U.S. Attorney
EFTA00013723


c1: EFTA00013266
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013266.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
(USANYS)"
Bcc: "USAHUB-USAJournal111"
Subject: Re:
Date: Tue, 13 Oct 2020 00:20:58 +0000
Embedded: Re:
Sender:
Subject: Re:
Message-Id: <739D78B7-EE24-4DBA-9D94-EB16553180DB@usa.doj.gov>
To:
EFTA00013266


c1: EFTA00013607
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013607.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Re: epstein - did u hear anything?
Date: Thu, 02 Aug 2007 13:20:38 +0000
Importance: Normal
Lilly called yesterday and said they will send their letter today.
Sent from my BlackBerry Wireless Handheld
Original
From:
To:
Sent: Thu Aug 02 09:08:04 2007
Subject: epstein - did u hear anything?
EFTA00013607


c1: EFTA00013171
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013171.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
Cc:
)"
=
(USANYS)"
Subject: US V. Maxwell, 20 Cr. 330 (AJN) - discovery letter
Date: Tue, 14 Sep 2021 01:26:11 +0000
Attachments: 2021.09.13_Maxwell_Discovery_Letter_(victim_disclosures).pdf
Counsel,
Please see the attached letter.
Best,
Southern District of New York
EFTA00013171


c1: EFTA00014022
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014022.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
U.S. Department of Justice
United States Attorney
Southern District of Florida
West Palm Beach, FL 33401
Facsimile:
[Date]
VIA UNITED STATES MAIL
[Name and address of victim's attorney]
Re:
[Defendant]/[Victim]: NOTIFICATION OF IDENTIFIED
VICTIM
Dear Mr. [Attorney]:
By virtue of this letter, the United States Attorney's Office for the Southern District
of Florida asks that you provide the following notice to your client, [victim], who has been
identified as a victim of a federal offense.
On June 30, 2008, [defendant] entered a plea of guilty to violations of Florida Statutes
Sections [case information] and was sentenced to a term of twelve months' imprisonment to
be followed by an additional six months' imprisonment, followed by twelve months of
Community Control 1, with conditions of community confinement imposed by the Court.
In light of the entry of the guilty plea and sentence, the United States has agreed to
defer federal prosecution in favor of this state plea and sentence, subject to certain
conditions, including the following:
1.
An independent Special Master was assigned the task of selecting an
attorney representative to represent the victims in connection with civil
litigation between the victims and [defendant]. The Special Master
selected Robert Josefsberg, Esq. of the firm Podhurst Orseck, P.A., a
highly-respected and experienced attorney. [The victim] is not
obligated to use Mr. Josefsberg as her civil attorney, but, as explained
in greater detail below, Mr. Josefsberg's services will be provided at no
cost to [the victim] because [defendant] is obligated to pay the costs and
fees of the attorney-representative. Also, [defendant] and his attorneys
EFTA00014022

=== Page 2 ===
[NAME OF VICTIM'S ATTORNEY]
AMENDED NOTIFICATION OF IDENTIFIED VICTIM [NAME]
[DATE]
PAGE 2 OF 3
can only contact [the victim] via Mr. Josefsberg, assuming that she
would like Mr. Josefsberg to serve as her attorney.
2.
If [the victim] elects to file suit against [the defendant] pursuant to Title
18, United States Code, Section 2255, [defendant] will not contest the
jurisdiction of the United States District Court for the Southern District
of Florida over his person and/or the subject matter, and [defendant]
waives his right to contest liability and also waives his right to contest
damages up to an amount as agreed to between [the victim] and
[defendant], so long as [the victim] elects to proceed exclusively under
18 U.S.C. $ 2255, and she waives any other claim for damages, whether
pursuant to state, federal, or common law. Notwithstanding this
waiver, [defendant's] agreement with the United States, his waivers and
failure to contest liability and such damages in any suit are not to be
construed as an admission of any criminal or civil liability.
3.
As stated above, [defendant] has agreed to pay the fees of the attorney
representative selected by the independent third party. This provision,
however, shall not obligate [defendant] to pay the fees and costs of
contested litigation filed against him. Thus, if after consideration of
potential settlements, [the victim] and Mr. Josefsberg elect to file a
contested lawsuit pursuant to 18 U.S.C. $ 2255 or she elects to pursue
any other contested remedy, the obligation to pay the costs of the
attorney representative, as opposed to any statutory or other obligations
to pay reasonable attorneys fees and costs such as those contained in
Section 2255, shall cease.
Mr. Josefsberg will be contacting you within the next two weeks to explain these
terms and to determine if he may contact [the victim] directly. If you would like to contact
Mr. Josefsberg directly, he can be reached at
If [the victim] has selected other counsel to represent her, or if she does so in the
future, and she decides to pursue a claim against [the defendant,] his attorney, [name] asks
that he be contacted at [firm name and address].
In addition, there has been litigation between the United States and two other victims
regarding the disclosure of the entire agreement between the United States and [defendant].
Mr. Josefsberg can provide further guidance on this issue, or if [the victim] selects another
EFTA00014023

=== Page 3 ===
[NAME OF VICTIM'S ATTORNEY]
AMENDED NOTIFICATION OF IDENTIFIED VICTIM [NAME]
[DATE]
PAGE 3 OF 3
attorney to represent her, that attorney can review the Court's order in the matter of In re
Jane Does 1 and 2, S.D. Fl. Court File No. 08-80736-CIV-MARRA.
As I stated in my earlier notification, please understand that neither the U.S.
Attorney's Office nor the Federal Bureau of Investigation can take part in or otherwise assist
in civil litigation, but we again thank you and your client for all of her assistance during the
course of this investigation.
R. ALEXANDER ACOSTA
UNITED STATES ATTORNEY
By:
ASSISTANT U.S. ATTORNEY
cc:
Robert Josefsberg, Esq.
[Defendant's attorney's name]
EFTA00014024


c1: EFTA00009882
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009882.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
(USANYS)"
Cc:
"
(USANYS)"
Subject: RE: Epstein
Date: Tue, 26 Feb 2019 19:46:04 +0000
Importance: Normal
Yes -- it's
S (National Coordinator for Child Exploitation Prevention and Interdiction), and her email
is
and phone is
Original Message
From:
(USANYS)
Sent: Tuesday, February 26, 2019 13:49
To:
)
Cc:
(USANYS)
Subject: Epstein
Can you send us contact info for the National trafficking coordinator who reached out to you yesterday?
Sent from my iPhone
EFTA00009882


c1: EFTA00013448
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013448.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
(USANYS)"
(USANYS)"
Cc:
)"
)"
)"
Subject: RE: Epstein search warrant documents
Date: Fri, 08 May 2020 17:51:42 +0000
I am in the middle of a few projects right now. Can I call you Monday morning around 10?
From:
Sent: Friday, May 8, 2020 1:50 PM
To:
(USANYS)
is
>;
is
(USANYS)
Cc:
is
is
>;
is
Subject: RE: Epstein search warrant documents
Sorry for the delay, they reduced us to 1 day a week, so things have been stretched out by a factor of 5. I will be
back in the office on Thursday and will be able to get you the list then as I have to access some of our systems to
do so.
Also,
, please reach out to me at one of the numbers below so we can brain storm. Thanks.
cell
desk
On May 8, 2020 12:10 PM,
)"
wrote:
Following up on the below, I think you had said you expected to be able to get us a list of the devices seized from the
search warrants at Epstein's residences in New York and the USVI, as well as from his person upon arrest, in about a
month (during our conference call a month ago) - so wanted to check if we can still expect that very soon? We're waiting
on that list to be able to do an updated search warrant on all of those devices. Please let us know the current timeline -
and also the current timeline on producing the results from those August and September searches? I think you and
were going to coordinate on that, and you had mentioned you expected we'd have it a couple months from our call, which
would be about a month from now. Wanted to make sure we're still on track.
thanks,
EFTA00013448

=== Page 2 ===
From:
Sent: Tuesday, April 07, 2020 15:27
To:
>;
(USANYS)
is
is
(USANYS)
Cc:
>;
is
i
is
Subject: RE: Epstein search warrant documents
Ok let's plan on 11am tomorrow morning, I am trying to get an FBI line with a larger capacity but I won't know until
tomorrow am. I will push it out when confirmed.
Thanks
From:
)
[mailto:
Sent: Tuesday, April 07, 2020 3:15 PM
To:
is
(USANYS)
>;
is
(USANYS)
Cc:
is
i
V.
is
)
Subject: RE: Epstein search warrant documents
Yes, I can do anytime tomorrow, and
Rozier can also join anytime tomorrow. So whenever is good on your end.
Also, we can host a conference call, but only up to six lines at a time - so if FBI has larger capacity than that let us know,
otherwise I'd propose we do:
From:
Sent: Tuesday, April 07, 2020 14:13
To:
(USANYS)
is
is
)
>;
(USANYS)
Cc:
is
is
i
is
Subject: RE: Epstein search warrant documents
Are you available tomorrow for a conference call to discuss this issue?
EFTA00013449

=== Page 3 ===
On Apr 7, 2020 1:55 PM,
)"
wrote:
Following up on this from a month ago - I know we're living in a different world than what existed four weeks ago, but are
you at all able to assist while working remotely? This has been pending for almost two months and we still don't have a
very basic list of each device or item that was seized and searched, or for which of those we've received materials. We're
happy to have a call if that would be useful, but as a first step the most basic thing we're looking for is the info in the
template spreadsheet we sent earlier (that's also attached).
thanks,
From:
Sent: Monday, March 09, 2020 12:00
To:
is
(USANYS)
is
is
(USANYS)
Cc:
>;
>;
V.
Subject: RE: Epstein search warrant documents
Unfortunately I don't think this is very helpful to us. Did you take a look at the example spreadsheet I sent on 2/24? The
excel file you sent has descriptions that don't match up to the items listed in the search warrant returns (that we sent on
2/23), and we don't have the 1B or CART numbers to be able to cross-reference. We also can't tell what you mean by
"loose media" without a specific comparison to what was seized, we don't know which items you're referring to as
"Windows machines," and we can't tell whether the entirety of any particular item has been transferred, or just partial.
For example, it looks like we have gotten very, very few image files, which is surprising.
We have also encountered some very significant problems in trying to review the more than 1 million documents we
recently received:
-
The data we've received has no way to put any emails and attachments together. So if an email says, "see the
attached flight records," for example, we have no way of linking that up with the records themselves. Not only is
that a big problem for us in review, it's going to be a huge problem for producing the documents to defense
counsel.
-
The load file has no link to the native file, so when we load the data to the database, there's no way to have the
native files show up in the database. Because many of the files are too large to open in the viewer, it effectively
means that there are many files that are completely invisible to us.
Related, the control numbers in the load file don't match up to the native files. So we have two sets of numbers
and no way to match up anything-that is, even if we were to try to go hunt down every individual large file in the
native files, it would be impossible.
So the data that we most recently got, we need to get in a form that addresses those issues, and we likely will need to get
a similar reproduction of the data we received a couple months ago. Otherwise we're sifting through more than a million
documents without much rhyme or reason.
I've re-attached the spreadsheet we sent last week - I think that's a good place to start in terms of our necessary record-
keeping, and we need that info at the very least, as well as anything else you think would be useful. Also attaching the SW
returns for reference. And again, we're happy to meet up anytime and hash all this out in person if that's useful.
EFTA00013450

=== Page 4 ===
thanks,
From:
Sent: Wednesday, March 04, 2020 16:36
To:
is
(USANYS)
>;
V.
(USANYS)
Cc:
is
is
is
i
Subject: RE: Epstein search warrant documents
Here is a listing of what I have already handed over in load files to the US Attorney's Office for taint review. Some points of
clarification: There were 9 IDE hard drives found in the Manhattan apartment, they turned out to be 3 copies of 3 drives
(9 drives in total) from a July 2007 search on one of his properties. I only processed 3 (as they were all copies). All the
loose media from the NY apartment is included. All the Windows machines from the NY apartment are included. Only 2
Macs from NY and 1 from the Island are included.
I will have to more closely coordinate with whoever is loading up Relativity with the remaining Macs as the tool
they have to be processed with does not easily re-name the load files.
Spreadsheet is attached.
(office)
(cell)
From:
)
[mailto:
Sent: Tuesday, March 03, 2020 12:25 PM
To:
is
(USANYS)
>;
is
(USANYS)
Cc:
i
is
is
is
)
Subject: RE: Epstein search warrant documents
I could do Thursday morning, but I think it would be helpful for us to get the accounting in advance of the meeting so we
can figure out in advance what (if any) additional steps we need - is that possible?
From:
Sent: Tuesday, March 03, 2020 09:59
To:
(USANYS)
is
V.
(USANYS)
Cc:
>;
is
is
is
Subject: RE: Epstein search warrant documents
Can we do Thursday morning? My network should be back by then and I can give you a good accounting.
EFTA00013451

=== Page 5 ===
cell
desk
On Mar 2, 2020 11:15 AM,
)"
wrote:
Doing the weekly check in on this - is there a time this week when everyone can meet on this?
thanks,
From:
Sent: Monday, February 24, 2020 17:38
To:
is
(USANYS)
is
is
(USANYS)
Cc:
is
is
is
i
Subject: RE: Epstein search warrant documents
Totally understand about the network issues-we can relate. I do still think it will be helpful to all sit down together to
have an in-person discussion, to make sure everybody is on the same page. Are folks available for that next week? And
what I think would be most helpful to facilitate that would be a spreadsheet of each separate device referenced in the two
search warrant returns, with columns for whether we've dumped the contents, whether they've been reviewed and/or
transferred, what portions were transferred, etc.
Something roughly like the attached, with any other categories you think would be useful - and the info on the attached is
mostly hypothetical, obviously, just as examples. That will help us fully understand what's been reviewed, transferred,
and received so far, and what remains.
(Also just on the pictures, we do want copies of those as well, please including from the discs and the devices - I think FBI
was going to do an initial screen to make sure no CP, and since I think the answer was no, we'll need to get those to be
able to review them as well.)
many thanks,
From:
Sent: Monday, February 24, 2020 09:24
To:
(USANYS)
is
>;
is
(USANYS)
Cc:
is
is
is
is
Subject: RE: Epstein search warrant documents
,
Sorry for the delayed response. They are tearing out our old network and giving us a new one, they mandated we
delete old stuff (about 400 TB worth). Now that they are working on replacing the network, we can do only local
work. I should be able to give you an accounting of what is what. I can say, off the top of my head, that all
windows based items from the NY search have been handed over as well as all loose media. The CDs from NY
EFTA00013452

=== Page 6 ===
only contained pictures, no documents. There are still some Apple items from NY that need to be produced. As
far as the Island stuff goes, the 1st item on your spreadsheet, the "kitchen" mac has been produced. Still working
on the rest.
cell
desk
On Feb 23, 2020 12:21 AM,
)"
wrote:
Team,
Following up on the below from last weekend, I'm still not sure how we're addressing this so I thought it would make
sense for us to all schedule a (hopefully relatively brief) meeting to all get on the same page? We didn't hear back on
which files had previously been provided, but our tech folks did their best to differentiate, and we got access to the
materials yesterday and its well over a million documents, and we don't have any idea what we're looking at - i.e., which
devices the materials came from, whether it's full or partial results, how many more devices we have coming, etc.
Based on the attached search warrant returns, it looks like from the New York mansion (the PDF) there are approximately
40 devices that would have storage (computers, hard drives, thumb drives, etc.) and that's not even counting at least 60+
CDs. And then from the Virgin Islands (the Excel spreadsheet), at least more than 25 devices, including multiple servers /
server racks.
So we gotta know what we've already received, what remains, anticipated schedule, etc, and I know it's a lot of moving
pieces on all sides so wanted to loop in everybody at once. The case team will be in California this coming week from
Tuesday through Friday, but then I think generally around the first week of March, which will hopefully be plenty of time
to schedule a productive meeting.
thanks all,
From:
Sent: Saturday, February 15, 2020 16:30
To:
is
Cc:
is
is
is
Subject: RE: Epstein search warrant documents
I'm not sure who's the exact right person to ask this, so wanted to get everybody on one email chain about it - I have the
hard drive that
dropped off that has new Epstein search warrant materials, but it looks like there are also old
materials (that I think we had previously received and uploaded??) on the hard drive, and so I'm not sure what's new.
Just generally, and
and I talked about this last week too, but it's basically impossible for us to keep track of what
we're getting, and what has been completed, without some kind of identification or labeling system, along with a list of
which devices have been extracted and downloaded.
So for example on the hard drive currently, there are 38 folders labeled "loadFiles" through "37loadFiles" with a modified
date of 11/14/19, which I think we may have already previously received - but I'm not sure, because we haven't gotten
any info on which folders match up to which devices, etc. And then there's another folder titled "NYC024362" that has a
EFTA00013453

=== Page 7 ===
modified date of 1/27/20, so I think that may be the materials we hadn't previously received? That folder by itself has
more than 600,000 items.
I don't want to give
anything that we've already previously received and uploaded, and I can't tell from the folder or
file names whether everything on the drive is new, or whether just additional materials were saved onto it in addition to
what we already have.
are you able to give us some guidance on this? Ultimately what we really need is a
spreadsheet of every device, whether it's been dumped (or partially dumped), and then identifying that same info -
which device, and what materials from it - are being given to us with each data transfer. Otherwise I think
organizationally and for review purposes it will be a total disaster for us.
We're happy to have a meeting on this if that's helpful - and thanks everybody for the assistance.
Assistant U.S. Attorney
Southern District of New York
EFTA00013454


c1: EFTA00013499
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013499.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)" </O=USA/OU=FLS/CN=RECIPIENTS/CN=
To: "Jay Lefkowitz"
Subject: RE: Addendum
Date: Fri, 12 Oct 2007 16:28:35 +0000
Importance: Normal
Try
From: Jay Lefkowitz [mailto:
Sent: Friday, October 12, 2007 12:09 PM
To:
(USAFLS)
Subject: Re: Addendum
Are you reachable? What is best number?
Thx
Original Message
From:
(USAFLS)"
Sent: 10/12/2007 09:48 AM AST
To: Jay Lefkowitz
Cc: "Acosta, Alex (USAFLS)"
)"
Subject: RE: Addendum
Jay,
I just got off the phone with Alex. Here is the revised paragraph 1. Thanks,
1.
The United States has the right to assign to an independent third-party the responsibility for consulting with
and, subject to the good faith approval of Epstein's counsel, selecting the attorney representative for the victims.
If the United States elects to assign this responsibility to an independent third-party, the United States retains the
right to request that the independent third-party consult with the United States after the preliminary selection but
prior to the final designation of the attorney representative.
From: Jay Lefkowitz [mailto:
Sent: Thursday, October 11, 2007 3:12 PM
To:
(USAFLS)
Subject: Re: Addendum
- I need to run this by my client, but I would propose slightly modified language for para 1.
The United States will assign to an independent third-party, who shall be appointed subject to the good faith approval of Epstein's
counsel, the responsibility for consulting with and, subject to the good faith approval of Epstein's counsel, selecting the attorney
representative for the victims. The United States retains the right to submit to the independent third-party a written statement,
disclosed to and approved by Epstein, that will set forth in general terms the role of any attorney representative in negotiating a
EFTA00013499

=== Page 2 ===
settlement for any claimant and the further role of advising such potential claimants of their alternative right to retain their own counsel
for the purposes of separate litigation.
I made it "will assign" because I understood that you didn't actually want to pick the lawyer and that you wanted judge davis, or
someone like him, to select the lawyer.
The other edits should be clear to you in terms of what I am trying to safeguard, but I would be happy to discuss with you later this pm.
Thanks. Jay
Original Message
From:
(USAFLS)"
Sent: 10/11/2007 12:17 PM AST
To: Jay Lefkowitz
Cc: "Acosta, Alex (USAFLS)"
Subject: Addendum
Jay,
Pursuant to our conversation. Thanks,
IN RE:
INVESTIGATION OF
JEFFREY EPSTEIN
/
ADDENDUM TO THE NON-PROSECUTION AGREEMENT
IT APPEARING that the parties seek to clarify certain provisions of page 4, paragraph 7 of the Non-Prosecution
Agreement (hereinafter "paragraph 7"), that agreement is modified as follows:
1.
The United States has the right to assign to an independent third-party, the responsibility for consulting
with and, subject to the good faith approval of Epstein's counsel, selecting the attorney representative for the
victims. If the United States elects to assign this responsibility to an independent third-party, the United States
retains the right to request that the independent third-party also consult with the United States.
2.
Pursuant to paragraph 7, Epstein has agreed to pay the fees of the attorney representative. This provision,
however, shall not obligate Epstein to pay the fees and costs of contested litigation filed against him. Thus, if
after consideration of potential settlements, the attorney representative elects to file a contested lawsuit pursuant
to 18 U.S.C. S 2255 or elects to pursue any other contested remedy, the paragraph 7 obligation to pay the costs of
the attorney representative, as opposed to any statutory or other obligations to pay reasonable attorneys fees and
costs such as those contained in S 2255 to bear the costs of the attorney representative, shall cease.
EFTA00013500

=== Page 3 ===
By signing this Addendum, Epstein asserts and certifies that the above has been read and
explained to him. Epstein hereby states that he understands the clarifications to the Non-
Prosecution Agreement and agrees to comply with them.
R. ALEXANDER ACOSTA
UNITED STATES ATTORNEY
Dated:
By:
ASSISTANT U.S. ATTORNEY
Dated:
JEFFREY EPSTEIN
Dated:
GERALD LEFCOURT, ESQ.
COUNSEL TO JEFFREY EPSTEIN
Dated:
LILLY ANN SANCHEZ, ESQ.
ATTORNEY FOR JEFFREY EPSTEIN
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
Kirkland & Ellis LLP or Kirkland & Ellis International LLP.
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to postmaster@kirkland.com, and
destroy this communication and all copies thereof,
including all attachments.
EFTA00013501

=== Page 4 ===
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
Kirkland & Ellis LLP or Kirkland & Ellis International LLP.
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to postmaster@kirkland.com, and
destroy this communication and all copies thereof,
including all attachments.
EFTA00013502


c1: EFTA00009853
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009853.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: Re: Mark Epstein
Date: Mon, 28 Oct 2019 21:25:21 +0000
You said for 10/31
Sent from my iPhone
On Oct 28, 2019, at 3:12 PM,
wrote:
Hi
Are you en route? Thanks.
On Oct 24, 2019, at 10:55 AM,
wrote:
We are confirmed for a meeting at 3:00 p.m. on Monday at
See you then. Thanks.
Assistant United States Attorney
Southern District of New York
EFTA00009853


c1: EFTA00010374
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010374.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Case 1:20-mj-00132-AJ Document 5 Filed 07/06/20 Page 1 of 2
USDCNH-96 (Rev. 7/14) Appearance of Counsel
UNITED STATES DISTRICT COURT
for the
District of New Hampshire
United States of America
)
Plaintiff
)
V.
)
Case No. 20-cr-330
Ghislaine Maxwell
)
Defendant
)
APPEARANCE OF COUNSEL
To:
The clerk of court and all parties of record
I am admitted or otherwise authorized to practice in this court, and I appear in this case as counsel for:
Ghislaine Maxwell
Date:
07/06/2020
/s/Lawrence A. Vogelman
Attorney's signature
Lawrence A. Vogelman #10280
Printed name and bar number
N
Address
E-mail address
Telephone number
FAX number
EFTA00010374

=== Page 2 ===
Case 1:20-mj-00132-AJ Document 5 Filed 07/06/20 Page 2 of 2
You need not complete a certificate of service for any party served electronically using the court's CM/ECF system.
CERTIFICATE OF SERVICE
I hereby certify that this Appearance was served on the following persons on this date and in the
manner specified herein:
Electronically Served Through ECF:
All counsel of record
Conventionally Served:
07/06/2020
/s/Lawrence A. Vogelman
Date
Signature
EFTA00010375


c1: EFTA00013261
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013261.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: RE: case records scanning
Date: Mon, 12 Oct 2020 21:34:02 +0000
Great, thanks very much.
From:
Sent: Monday, October 12, 2020 4:30 PM
To:
Cc:
Subject: RE: case records scanning
Of course, no problem. And the discs are in the hard copy Epstein "file," which consists of three redwelds on the shelves
behind where
used to sit.
was the keeper of them previously, and then he turned them over to
)
A couple things to note on the discs themselves - first, there are two sets, so don't be surprised when there are many
more than 55 total. And second, that number is approximate - I don't think I had personally counted them when I sent
the email to
and also there are substantive discs and load file discs. But it was around that number, and in any
event, they're all on that shelf. And hopefully
will be able to send, or point you toward, an index for those materials
from the vendor we had unitize them.
From:
Sent: Monday, October 12, 2020 16:17
To:
Cc:
Subject: RE: case records scanning
Thanks very much for working through this,
I'm planning to be in the office tomorrow and would like to lay eyes on
the 55 discs we have so I know what we're talking about. Where would I find them?
From:
Sent: Monday, October 12, 2020 12:46 PM
To:
Cc:
Subject: FW: case records scanning
I actually found the answers to some of this morning's questions. They're a few emails below (but I'm including the chain
for context). The answer from
on the discs-the highlights below are her responses; you guys should have that
email in your records as well-is that they did not extract the contents of the discs that were "scattered throughout" the
boxes. They made copies of them, like actual digital copies, but did not extract them onto the DVDs that were the "scans"
of the boxes. So those discs will still need to be extracted / uploaded to be reviewed.
The one wrinkle on those discs is, keep in mind that we sent all the discs that
gave us to be unitized and uploaded
to Relativity by our own vendor. So if it happens to be that what we sent to our vendor was (1) a bunch of discs that
included scanned hard copies, and (2) some discs that were just copies of discs, our vendor may actually have solved this
problem for us. I think the way to check that is to ask
how those four-set-discs were labeled, and also to ask
if there are any discs still in the boxes (if not, we've already had them scanned and uploaded to Relativity). I should
say, I have something due tomorrow so I'm in the office, so I just looked at the discs themselves, and to me there's no
obvious way to check this on what we have - e.g., no discs are marked "1 of 4".
I also asked at the time about any images that were not scanned, and she said at the time she would check on those and
get back to us. She never did. The context to that is, I think, that this was all in mid- and late-July 2019. There then were a
number of technical issues on getting the data from the DVDs sent by the FBI uploaded to Relativity, which went into the
first week or so of August. And then of course on August 10, our world changed, and we were no longer doing discovery.
In any event, I'll email
now on two questions: First, the discs that we supposedly received four copies of, how were
they labeled (and are they included in the approximately 55 discs we received back, or were they put into the boxes with
EFTA00013261

=== Page 2 ===
the hard copy files)? And second, the question of any hard copy documents they didn't scan. (And will also email
and
O see where the boxes physically are now.)
Obviously I don't have a vote, but personally, unless FBI did some very specific notations in the originals that are easily
accessible, it's just 23 boxes - we could, and should, just send those boxes to a vendor now. They'd be back in your hands
in a week or two, and you'd actually have everything you need.
From:
Sent: Tuesday, July 16, 2019 05:07
To:
Cc
Subject: RE: case records scanning
Everything is going out via fedex today. It will be sent to FBI New York (discs and boxes) to
attention.
Once I have the tracking numbers I will provide them to you.
From:
Sent: Monday, July 15, 2019 8:08 PM
To:
Cc:
Subject: RE: case records scanning
This all makes sense, thanks very much. Please let us know when the discs are sent? And I guess also when the hard copy
docs are sent (and whether you were able to locate the images that were not scanned). Thanks again.
From:
Sent: Monday, July 15, 2019 04:10
To:
Cc:
Subject: RE: case records scanning
Please see my responses below.
From:
Sent: Saturday, July 13, 2019 3:56 PM
To:
Cc:
Subject: RE: case records scanning
That's great, thanks very much for all your and your team's work and for the update. That makes sense regarding the 1As,
thanks.
With respect to the images that were not scanned, is there any way to flag them in the original hard copies somehow, so
that we can easily find them and refer to them when the hard copy documents are sent back to New York? Just to avoid
needing to try to flip through all the original documents to find them. Let me check and see if a notation was made as to
where these images were located or if I can readily/easily find them in output.
Regarding the discs, I'm not sure I totally understand - when you say four copies each, were there just four discs total? Or
possibly I'm just misunderstanding the explanation. And related, is it right that those discs were not processed (just
copied) so we'll need to look at those separate for our review? Sorry I should have been clearer. We just copied the discs
not processed and made four copies each which is our standard. The thought being when we burn output we always give
a complete set that in theory would go to the defense, AUSA, and two copies to the Agent (one for him/and a back-up).
The discs we found in the files contain pdfs (searchable), jpgs, gifs, and tif files
And final question is just how all the scanned materials will be transmitted, so we can plan how most efficiently to receive
them and get them processed here. We will send everything back to you on dvds.
thanks again,
EFTA00013262

=== Page 3 ===
From
Sent: Friday, July 12, 2019 13:59
To:
Cc
Subject: RE: case records scanning
Good Afternoon!
Here is the latest. We have finished scanning!
In the course of going through the paper it was discovered that at some point in time (perhaps between 2013 and 2015
when it was last digitized) three 1As failed to make it back into their respective file jackets. It's not clear what happened or
who is at fault. I can tell you that we were able to conduct a search of our local network and retrieve the images. I spoke
with our Field Evidence Unit who recommended that prior to inserting the images we create a cover sheet that reflected
that the images were not a part of the "original" paper rather they were regenerated from a digital copy. The 1As in
questions are 1A10, 1A28, 1A84 as well as two missing serials in
My digital team is
addressing this matter and has assured me I'll be able to burn the output first thing Monday so that we can get everything
returned to you.
A few other items to point out. There were some pornographic images of young girls. These were not imaged per our
protocols. You As you review the content anywhere these images may have been you will see a DocLab kicksheet that
states "possible child pornography" DO NOT SCAN. The original documents are still in their original location - they were
just not scanned.
Finally, there were a number of discs scattered throughout. We made physical copies - one for one ratio of each (four
copies each) to go along with the physical paper scanned. These will be sent along with the discs we will generate.
Please let me know if you have any questions. I'll be in bright and early Monday morning.
From:
Sent: Tuesday, July 09, 2019 11:13 PM
To:
Cc:
Subject: RE: case records scanning
Thanks very much for letting us know, that's extremely helpful and we appreciate it! Looking forward to being in touch as
it continues, and thanks again.
From:
Sent: Tuesday, July 09, 2019 15:55
To:
Cc:
Subject: RE: case records scanning
Gentlemen:
I just wanted to give you a quick update.
We finished inventorying all 22 boxes and released everything to DocLab last evening for scanning. As of this writing we
are looking good for meeting the original deadline - give or take a day. We still have a few things to tweak, but I'm
confident that things are looking good and we'll have this wrapped up within the next day or two. I'll send you a more
detailed email tomorrow morning when I get in.
Take care and have a good evening.
From:
Sent: Wednesday, July 03, 2019 11:16 AM
To:
Cc:
EFTA00013263

=== Page 4 ===
Subject: RE: case records scanning
Thanks very much for the update - I think unless you guys can confirm that any prior scans were absolutely 100% done
correctly (and separated by document, etc.), we'd prefer to have them just done in one full set now-particularly knowing
that this will all be the subject of discovery, which definitely wouldn't have been the case in 2013.
thanks again,
From:
Sent: Wednesday, July 03, 2019 11:10
To:
Cc
Subject: RE: case records scanning
Happy 4th of July Eve. We just received 22 boxes about 5 minutes ago. We discovered that the Miami Field Office had
requested DocLab to scan a number of them back in 2013. I'm hoping (fingers crossed) that the images are available on
our internal network so that I can access them and just simply reprocess the digital output, if not we'll re-prep and scan
accordingly. We will keep you posted.
Take care and have a great holiday.
From:
Sent: Tuesday, July 02, 2019 2:10 PM
To:
Cc:
Subject: RE: case records scanning
We're under time pressure but I think the most important thing is that your folks have the time you need to do the job in
a way you're comfortable with-being able to scan each document separately, dealing with any random scraps of paper,
post-its, etc etc. If doing the best possible job requires an extra few days that's totally understandable, especially given the
holiday. Thanks again for the focus on it, and for following up.
From:
Sent: Tuesday, July 02, 2019 14:06
To
Co
Subject: RE: case records scanning
I got the scan request thanks.
How much wiggle room can I get on the deadline we originally talked about of 7/10? I'm concerned that with the boxes
going from 15 to 22 and now not showing up until sometime tomorrow and Thursday a holiday the 10th is going to be
extremely tight. Can I extend out at all to the 16th? If not I understand and we'll work to make it work somehow.
From
Sent: Tuesday, July 02, 2019 10:39 AM
To:
Cc:
Subject: RE: case records scanning
My apologies, appartently with a Fedex pickup this size an appointment had to be setup. The pickup was scheduled for
today and will arrive in VA tomorrow, tracking number
Thanks,
EFTA00013264

=== Page 5 ===
Squad C-20
VCAC/Human Trafficking
FBI New York
office
mobile
From:
Sent: Monday, July 01, 2019 10:46 PM
To:
Cc:
Subject: RE: case records scanning
Quickly following up on this, can we confirm the boxes went out last week?
From:
Sent: Monday, July 01, 2019 11:23
To:
Cc:
Subject: RE: case records scanning
I just want to follow-up that the boxes were shipped. Fedex is not showing anything in-bound for us today.
From:
Sent: Friday, June 28, 2019 12:02 PM
To:
Co
Subject: RE: case records scanning
The boxes will be shipped via Fedex this afternoon.
From:
Sent: Friday, June 28, 2019 8:28 AM
To:
Cc:
Subject: RE: case records scanning
Let me know as soon as the boxes ship. Thanks!
From:
Sent: Thursday. June 27. 2019 2:16 PM
To:
Cc:
Subject: RE: case records scanning
Thanks very much for chatting earlier today, and as promised wanted to send an email so you have our full contact info.
My colleague
and I are the prosecutors working on the investigation - she's also copied here, and we're
available anvtime via email, or by phone at:
(office),
(cell)
(office),
(cell)
It's our understanding that there are approximately 23 boxes of papers, give or take, and that they include approximately
two boxes from FBI case file
and the remainder from FBI case file
Please don't hesitate
to reach out if anything comes up at all, or if we can be of any help, and thanks very much for putting this at the top of
your list, we really appreciate it.
thanks again,
Assistant U.S. Attorney
Southern District of New York
EFTA00013265


c1: EFTA00013176
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013176.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: RE: Epstein update
Date: Sat, 10 Aug 2019 20:14:05 +0000
l'll call you separately in a moment, but just in case email is faster, I just received a phone call from defense counsel that a
person close to Mr. Epstein received a phone call from an individual named
(phonetic) who claimed to be
an investigator with the MCC and told the individual that Mr. Epstein's body was ready to be picked up at the hospital and
that the individual could make arrangements for retrieval of the body.
left his phone number as
Can you please confirm whether that individual is in fact with BOP and/or MCC? Defense counsel is understandably
concerned that they (and others with connections with Mr. Epstein) are starting to get hoax or otherwise inaccurate
information through phone calls and emails. And we would again respectfully but urgently request that if there is
information like this that needs to go to representatives for Mr. Epstein, that it come to us so we can pass it along to his
counsel with confidence that it is true and accurate.
(Separately, if it is accurate that BOP / MCC is prepared to release Mr. Epstein's body, his defense counsel is extremely
concerned about whether that has been enough time for a full autopsy and any other investigative steps, and we would
want to confirm that the FBI team addressing this matter has also been informed-but that's only if this is not a hoax,
obviously.)
Please advise as soon as possible, as the individual is waiting to know whether they should take steps to retrieve the body.
thank you,
From:
Sent: Saturday, August 10, 2019 15:56
To:
is
Cc:
Subject: RE: Epstein update
Hi
I'm checking in to see if you're able to provide us with additional information. I'm
when you have a moment.
Thanks,
From:
Sent: Saturday, August 10, 2019 11:42 AM
To:
Cc:
>;
EFTA00013176

=== Page 2 ===
Subject: Re: Epstein update
Hi
MCC Administrators have been in touch with
at the USMS since early this morning. I too have been in touch
with
since a little after 9 am, at which time I shared the limited information I had. The press release is the sum total of
the information we have at this time pending the investigation. I am going into the secure perimeter to see if there is
more information to share, but please be advised that some of what I get may be shared with your office but not further
since it is an open investigation.
Thank you,
Supervisory Staff Attorney
CLC New York
Metropolitan Correctional Center
New York, New York 10007
^^^
>
8/10/2019 11:30 AM >>>
It is frankly unbelievable to me that BOP is issuing public press releases on this before telling us basic information so that we
can relay it to his attorneys who can relay it to his family. When can we expect to get either some sort of statement we can
pass along to counsel as accurate and reliable or have a call with someone?
I understand from the Marshals that they have been unsuccessful in reaching anyone with authority at BOP, and given the
BOP press release that was just put out I assume we need to speak with someone there. Please advise.
Thank you.
On Aug 10, 2019, at 10:43,
> wrote:
As you might imagine, we are getting increasingly frantic calls from defense counsel who continue to be seeing
information in the press that we-the U.S. Attorney's Office-haven't yet received. We need to know as soon as possible
the very basic facts, such as time and cause of death at the absolute minimum. It has now been hours since this was
reported publicly. Please advise when we can expect to receive either a written report on those basic facts or when we can
have a call to get that information to relay to his counsel. It is extraordinarily frustrating to have to tell them that we have
less information than the press. Please advise.
Thank you,
On Aug 10, 2019, at 08:46,
> wrote:
Passed away. We are completing a significant incident report for HQ for Death of a Federal Inmatehowever, I do not
have any specifics from the BOP yet.
EFTA00013177

=== Page 3 ===
From:
Sent: Saturday, August 10, 2019 8:44 AM
To:
(
Cc:
>;
Subject: Re: Automatic reply: Epstein update
Thank you for telling us. What do you mean by "passed"?
Thanks,
Sent from my iPhone
On Aug 10, 2019, at 8:18 AM,
(
wrote:
BOP just provided another update- Epstein has passed. I have no additional info. I will push out updates as we
receive.
From:
(USMS)
Sent: Saturday, August 10, 2019 7:52 AM
To:
Subject: Re: Automatic reply: Epstein update
FYI:
The BOP just informed us that Epstein is being taken by ambulance to the hospital from another apparent suicide
attempt- no other information was provided.
They will update us as more info becomes available.
On Aug 10, 2019, at 7:26 AM,
wrote:
I will be out of the office on vacation until Monday, August 12th. Although I will have access to email during my absence, my responses
may be delayed. For urgent matters, please contact the other AUSA(s) on the case, or AUSA
at
or
EFTA00013178


c1: EFTA00011184
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011184.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Exhibit R
EFTA00011184

=== Page 2 ===
Timeline of Discussions with SDNY Prosecutors
EFTA00011185

=== Page 3 ===
Maxwell's Attorneys Were In Regular Contact With SDNY Prosecutors
Phone Calls
Emails
July 7
Jul 31- — Aug 2
Meetings
Pagliuca and
Everdell and
SDNY prosecutors
SDNY prosecutors
September 3-5
October 2
January 21
Everdell and
Everdell and
Cohen, Everdell,
July 7 -9
August 7
SDNY prosecutors
SDNY prosecutors
and SDNY
Pagliuca and
Everdell and
prosecutors
SDNY prosecutors
SDNY prosecutors
July 15
August 14 - 15
September 5
October 8
March 9
Everdell and
Everdell and
Cohen, Everdell,
Cohen, Everdell,
Cohen, Everdell,
SDNY prosecutors
SDNY prosecutors
Pagliuca, and
Pagliuca, and
and SDNY
SDNY prosecutors
SDNY prosecutors
prosecutors
meet at SDNY
July 15 - 16
offices
Everdell and
August 15
September 10 - 11
SDNY prosecutors
Cohen, Everdell
Everdell and
and SDNY
SDNY prosecutors
prosecutors
July 16
Cohen, Everdell,
and SDNY
prosecutors meet
at SDNY offices
2019
2020
EFTA00011186


c1: EFTA00013965
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013965.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Bcc:
Subject: FW: Non-Prosecution Agreement in Epstein Case
Date: Tue, 12 Aug 2008 15:36:53 +0000
Importance: Normal
It looks like they only filed the original September agreement not either of the addenda.
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax 561 820-8777
From:
Sent: Tuesday August 12 2008 11:35 AM
To:
Subject: RE: Non-Prosecution Agreement in Epstein Case
Marie
The 7 page agreement was filed under seal with the attached signature pages.
As to a transcript, you would have to contact court administration and arrange for that together with payment.
Good luck.
From:
(USAFLS) [mailto:
Sent: Tuesday, July 01, 2008 11:51 AM
To:
Cc:
Subject: Non-Prosecution Agreement in Epstein Case
Hi
- I am attaching the agreement, with addenda, for filing with the Court under seal.
We also noticed a couple of "misstatements" during the change of plea and wanted to call them to your
attention. First, the Division of Corporations' documents show that the Florida Science Foundation was
incorporated in November 2007, not a "couple of years ago" as reported by Mr. Epstein. The address provided
for the "office" of the Florida Science Foundation is Jack Goldberger's office suite, and neither the office
building directory nor the office suite door reflects that such a business is located there, and neither the security
guard nor any building tenant that FBI questioned knows of the existence of such a business. And, of course,
Mr. Epstein could not have been working there "every day" when he hasn't been in Palm Beach County in the
past six months.
We will leave it to your discretion as to whether this should be brought to the Court's attention.
<<Epstein Agrmt001.pdf>>
EFTA00013965

=== Page 2 ===
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
Phone
Fax 561 820-8777
EFTA00013966


c1: EFTA00014025
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014025.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "
(USAFLS)"
To:
(USAFLS)"
Subject: RE: status inquiry
Date: Fri, 15 Aug 2008 18:17:37 +0000
Importance: Normal
Thanks. I really appreciate it.
From:
(USAFLS)
Sent: Friday, August 15, 2008 2:13 PM
To:
(USAFLS)
Subject: RE: status inquiry
Leap Year is still open, in case he breaches, but should be considered "on hold."
Assistant U.S. Attorney
West Palm Beach, FL 33401
Phone
Fax
From:
(USAFLS)
Sent: Friday, August 15, 2008 1:50 PM
To:
- (USAFLS)
Subject: status inquiry
,
I am doing my caseload certification. Could you please tell me what the status is on:
Operation Leap Year
Thanks.
EFTA00014025


c1: EFTA00009885
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009885.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Event: Call with Geoff on Epstein
Start Date: 2019-03-05 21:00:00 +0000
End Date: 2019-03-05 21:30:00 +0000
Organizer:
(USANYS)
Class: X-PERSONAL
Date Created: 2019-03-05 16:17:55 +0000
Date Modified: 2019-03-05 16:17:55 +0000
Priority: 5
DTSTAMP: 2019-03-05 16:07:55 +0000
Attendee:
(USANYS)
Alarm: Display the following message 15m before start
Reminder
EFTA00009885


c1: EFTA00009854
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009854.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
,
Subject: Re: Mark Epstein
Date: Mon, 28 Oct 2019 22:02:09 +0000
I really apologize. I really did not recognize a plan for the 28th - I could not have taken that plan
Sent from my iPhone
On Oct 28, 2019, at 6:00 PM,
:
I am sorry I would not have confirmed for today. I had a 4 pm doctors appointment scheduled for months. I had
told mark 10/31 as well. My apologies. Can we still do 10/31?
Sent from my iPhone
On Oct 28, 2019, at 5:51 PM,
wrote:
Hi
Per my email on October 24 below, we were confirmed for Monday (which was today, October 28).
From:
Sent: Monday, October 28, 2019 5:27 PM
To:
Cc:
Subject: Re: Mark Epstein
Greetings. We are set for 10/31 at three per your direction. Did I miss an update?
Sent from my iPhone
On Oct 28, 2019, at 3:12 PM,
wrote:
Hi
Are you en route? Thanks.
On Oct 24, 2019, at 10:55 AM,
wrote:
EFTA00009854

=== Page 2 ===
We are confirmed for a meeting at 3:00 p.m. on Monday at
See you then. Thanks.
Assistant United States Attorney
Southern District of New York
Tel:
EFTA00009855


c1: EFTA00013758
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013758.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)" </O=USA/OU=FLS/CN=RECIPIENTS/CN=
To:
(USAFLS)"
Subject: Fw: Epstein
Date: Wed, 28 Nov 2007 21:34:49 +0000
Importance: Normal
Can u send Jay the proposed letter and redact the names? Thx,
Sent from my BlackBerry Wireless Handheld
Original Message
From: Jay Lefkowitz
To:
(USAFLS)
Cc: Acosta, Alex (USAFLS)
Sent: Wed Nov 28 16:29:09 2007
Subject: Re: Epstein
Dear
I received your email yesterday and was a little surprised at the tone of your letter, given the fact that we spoke last
week and had what I thought was a productive meeting. I was especially surprised given that your letter arrived on only
the second day back to work after the Thanksgiving Holiday, and yet your demands regarding timing suggest that I have
been sitting on my hands for days.
You should know that the first time I learned about Judge Davis's selection of Podhurst and Josephsberg, and indeed
the first time I ever heard their names, was in our meeting with you on Wednesday of last week. Nevertheless, I have now
been able to confer with my client, and we have determined that the selection of Podhurst and Josephsberg are acceptable
to us, reserving, of course, our previously stated objections to the manner in which you have interpreted the section 2255
portions of the Agreement.
We do, however, strongly and emphatically object to your sending a letter to the alleged victims. Without a fair
opportunity to review and the ability to make objections to this letter, it is completely unacceptable that you would send it
without our consideration. Additionally, given that the US Attorney's office has made clear it cannot vouch for the claims of
the victims, it would be incendiary and inappropriate for your Office to send such a letter. Indeed, because it is a certainty
that any such letter would immediately be leaked to the press, your actions will only have the effect of injuring Mr. Epstein
and promoting spurious civil litigation directed at him. We believe it is entirely unprecedented, and in any event,
inappropriate for the Government to be the instigator of such lawsuits.
Finally, we disagree with your view that you are required to notify the alleged victims pursuant to the Justice for All Act
of 2004. First, 18 USC section 2255, the relevant statute under the Non-Prosecution Agreement for the settlement of civil
remedies, does not have any connection to the Justice for All Act. Section 2255 was enacted as part of a different statute.
Second, the Justice for All Act refers to restitution, and section 2255 is not a restitution statute. It is a civil remedy. As you
know, we had offered to provide a restitution fund for the alleged victims in this matter; however that option was rejected by
your Office. Had that option been chosen, we would not object to your notifying the alleged victims at this point. At this
juncture, however, we do not accept your contention that there is a requirement that the government notify the alleged
victims of a potential civil remedy in this case.
Accordingly, for all the reasons we have stated above, we respectfully -- and firmly -- object to your sending any letter
whatsoever to the alleged victims in this matter. Furthermore, if a letter is to be sent to these individuals, we believe we
should have a right to review and make objections to that submission prior to it being sent to any alleged victims. We also
request that if your Office believes that it must send a letter to go to the alleged victims, who still have not been identified to
us, it should happen only after Mr. Epstein has entered his plea. This letter should then come from the attorney
representative, and not from the Government, to avoid any bias.
EFTA00013758

=== Page 2 ===
As you know, Judge Starr has requested a meeting with Assistant Attorney General Fisher to address what we believe
is the unprecedented nature of the section 2255 component of the Agreement. We are hopeful that this meeting will take
place as early as next week. Accordingly, we respectfully request that we postpone our discussion of sending a letter to
the alleged victims until after that meeting. We strongly believe that rushing to send any letter out this week is not the
wisest manner in which to proceed. Given that Mr. Epstein will not even enter his plea for another few weeks, time is
clearly not of the essence regarding any notification to the identified individuals.
Thanks very much,
Jay
(USAFLS)"
11/27/2007 01:55 PM
To
"Jay Lefkowitz"
CC
"Acosta, Alex (USAFLS)"
Subject
Epstein
Jay,
Please accept my apologies for not getting back to you sooner but I was a little under the weather yesterday. I hope that
you enjoyed your Thanksgiving.
Regarding the issue of due diligence concerning Judge Davis' selection, I'd like to make a few observations. First, Guy
Lewis has known for some time that Judge Davis was making reasonable efforts to secure Aaron Podhurst and Bob
Josephsberg for this assignment. In fact, when I told you of Judge Davis's selection during our meeting last Wednesday,
November 21st, you and Professor Dershowitz seemed very comfortable, and certainly not surprised, with the selection.
Podhurst and Josephsberg are no strangers to nearly the entire Epstein defense team including Guy Lewis, Lili Ann
Sanchez, Roy Black, and, apparently, Professor Dershowitz who said he knew Mr. Josephsberg from law school. Second,
Podhurst and Josephsberg have long-standing stellar reputations for their legal acumen and ethics. It's hard for me to
imagine how much more vetting needs to be done.
The United States has a statutory obligation (Justice for All Act of 2004) to notify the victims of the anticipated upcoming
events and their rights associated with the agreement entered into by the United States and Mr. Epstein in a timely fashion.
Tomorrow will make one full week since you were formally notified of the selection. I must insist that the vetting process
come to an end. Therefore, unless you provide me with a good faith objection to Judge Davis's selection by COB
tomorrow, November 28, 2007, I will authorize the notification of the victims. Should you give me the go-ahead on Podhurst
and Josephsberg selection by COB tomorrow, I will simultaneously send you a draft of the letter. I intend to notify the
victims by letter after COB Thursday, November 29th. Thanks,
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
Kirkland & Ellis LLP or Kirkland & Ellis International LLP.
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to postmaster@kirkland.com and
destroy this communication and all copies thereof,
EFTA00013759

=== Page 3 ===
including all attachments.
EFTA00013760


c1: EFTA00009970
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009970.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: RE: Epstein Related
Date: Sun, 15 Sep 2019 15:27:49 +0000
Sounds good.
From:
Sent: Sunday, September 15, 2019 09:15
To:
Subject: Re: Epstein Related
Let's chat tomorrow! I'm generally around and will look for you.
Sent from my iPhone
On Sep 14, 2019, at 7:09 PM,
wrote:
Hey I stopped by your office a couple times Thursday and Friday but didn't catch you, sorry about that -- I'm happy to
chat on Monday if you're around. My guess is that some combination of the press office and brass would make the call,
but I'm totally happy to touch base with you if that's useful in the first instance.
From:
Sent: Thursday, September 12. 2019 10:51
To:
Subject: Epstein Related
Do you have a few minutes today or tomorrow to discuss something? Specifically, a good friend of mine is the executive
producer on a 4-part Netflix series that will come out in a few months on Epstein (they had been working on the story
for 18 months before we charged). He had spoken to
at one point (not sure how that worked!) and wants
to see if anyone from the office would give an interview, all backward looking. I imagine the answer is no but they are
going with this regardless, so thought I would at least make you and potentially chiefs aware of it. Wanted to start with
you. I'm free between now and noon or after 6pm tonight, or tomorrow morning or after lunch. Thanks!
EFTA00009970


c1: EFTA00013919
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013919.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To:
(USAFLS)"
Subject: RE: Epstein
Date: Tue, 27 May 2008 21:08:56 +0000
Importance: Normal
Perfect. Enjoy your trip. We're in good shape (so far).
Original Message
From:
(USAFLS)
Sent: Tuesday, May 27, 2008 3:56 PM
To:
(USAFLS)
Subject: Re: Epstein
Hi
I get back on saturday. I will spend sunday with
and monday with you. I will be there by 10:00 unless you need me there
earlier.
Original Message
From:
(USAFLS)
To:
(USAFLS);
(USAFLS)
Cc:
(USAFLS)
Sent: Tue May 27 15:24:50 2008
Subject: RE: Epstein
are you back ? We need to spend some time together on the indictment. I was planning on Monday because I thought you were
back that day but if you're already back let me know. By the way,
and Alex have been very clear that we are not negotiating with this
guy any more in any way.
Thx.
Original Message
From:
(USAFLS)
Sent: Tuesday, May 27, 2008 2:54 PM
To:
(USAFLS);
(USAFLS)
Cc:
(USAFLS)
Subject: Epstein
Hi
sent me an email about epstein wanting to do less time. I hope that his request will be denied. The original deal was
supposed to be 2 years so he has already gotten a big break. Plus we have identified more victims since we agreed to the 18 months. Please
keep me posted. Thanks.
EFTA00013919


c1: EFTA00013433
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013433.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
BOBBI C. STERNHEIM, ESQ.
**Covid-19 Notice: The West 19th Street office is currently closed but we continue to work remotely.
Please use email or fax, instead of regular mail, for all correspondence during this time.
We continue to work regular business hours throughout this situation.
Thank you for your consideration. Our best wishes for your good health and well being.
This message and any attached documents contain information from the Law Offices of Bobbi C. Sternheim
that may be confidential and/or privileged.
If you are not the intended recipient, you may not read, copy, distribute, or use this information.
If you have received this transmission in error, please notify the sender immediately by reply e-mail and
then delete this message. Thank you.
EFTA00013433


c1: EFTA00013841
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013841.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Out of curiosity
Date: Thu, 14 Aug 2008 19:44:29 +0000
Importance: Normal
Just out of curiosity,
Have you considered nominating
for the Timothy Evans Award for her work on the Epstein case?
Thanks,
EFTA00013841


c1: EFTA00013394
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013394.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Court Subpoena
United States District Court
SOUTHERN DISTRICT OF NEW YORK
TO:
Sacramento County Clerk/Recorder
GREETINGS:
WE COMMAND YOU that all and singular business and excuses being laid aside, you appear and attend
before the United States District Court for the Southern District of New York, 40 Foley Square, in the
Borough of Manhattan, City of New York, New York, in the Southern District of New York, at the
following date, time and place:
Appearance Date:
November 29, 2021
Appearance Time: 9:00 a.m.
Appearance Place:
40 Foley Square, Courtroom 906
to testify and give evidence in the following matter:
United States V. Ghislaine Maxwell, 20 Cr. 330 (AJN)
and not to depart the Court without leave thereof, or of the United States Attorney, and that you bring
with you and produce at the above time and place the following:
Birth certificate for the following individual:
Failure to attend and produce any items hereby demanded will constitute contempt of court and will
subject you to civil sanctions and criminal penalties, in addition to other penalties of the Law.
DATED: New York, New York
August 27, 2021
/s
AUDREY STRAUSS
United States Attorney for the
Southern District of New York
Assistant United States Attorney
Email:
Telephone:
Rev. 02.01.12
EFTA00013394


c1: EFTA00010954
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010954.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: RE: Conference call line
Date: Tue, 22 Oct 2019 19:38:16 +0000
10-4
From:
Sent: Tuesday, October 22, 2019 3:37 PM
To:
Cc:
Subject: Re: Conference call line
Apologies for the late notice, but this call just got cancelled, so we will no longer need this line.
Thanks,
On Oct 22, 2019, at 11:16 AM,
wrote:
Thanks very much.
On Oct 22, 2019, at 10:38 AM,
wrote:
877-973-4755
You use passcode
Everyone else uses
From:
Sent: Tuesday, October 22, 2019 10:29 AM
To:
Cc:
Subject: Conference call line
Hi,
Would it be possible to get a conference call line set up for this afternoon around 4pm, please? We will be speaking
with an Epstein victim and her attorneys, who are all in different places.
Thanks,
I
EFTA00010954


c1: EFTA00013890
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013890.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
JUN-27-2008 FRI 03:33 PM
FAX NO. 5618358691
P. 02
PLEA IN THE CIRCUIT COURT
THE FOLLOWING IS TO REFLECT ALL TERMS OF THE NEGOTIATED SETTLEMENT
Name: Jeffrey E. Epstein
Plea: Guilty X
Case No.
Charge
Count Lesser
Degree
06CF009454AMB
Felony Solicitation of Prostitution
1
No
3 FEL
08CF009381AMB
Procuring Person Under 18 for Prostitution 1
No
2 FEL
PSI: Waived/Not Required X
Required/Requested
ADJUDICATION:
Adjudicate [x I
SENTENCE:
On 06CF009454AMB, the Defendant is sentenced to 12 months in the Palm Beach County
Detention Facility, with credit for 1 (one) day time served.
On 08CF009381AMB, the Defendant is sentenced to 18 months Community Control 1 (one). As
a special condition of this Community Control, the Defendant must serve the first 6
months in the Palm Beach County Detention Facility, with credit for 1 (one) day time
served. This sentence is to be served consecutive to the 12 month sentence in
06CF009454AMB. The conditions of community control are attached hereto and
incorporated herein.
OTHER COMMENTS OR CONDITIONS:
Court Costs: $474.00 Cost of Prosecution: $50.00 Drug Trust Fund: $50.00
As a special condition of his community control, the Defendant is to have no unsupervised
contact with minors, and the supervising adult must be approved by the Department of
Corrections.
The Defendant is designated as a Sexual Offender pursuant to Florida Statute 943.0435 and
must abide by all the corresponding requirements of the statute, a copy of which is attached
hereto and incorporated herein.
The Defendant must provide a DNA sample in court at the time of this plea.
Assistant State Attorney
Attorney for the Defendant
Date of Plea
Defendant
EFTA00013890

=== Page 2 ===
JUN-27-2008 FRI 03:34 PM
FAX NO. 5618358691
P. 03
948,101 Terms and conditions of community control and criminal quarantine community
control...
(1) The court shall determine the terms and conditions of community control. Conditions
specified in this subsection do not require oral pronouncement at the time of sentencing and
may be considered standard conditions of community control.
(a) The court shall require intensive supervision and surveillance for an offender placed into
community control, which may include but is not limited to:
1. Specified contact with the parole and probation officer.
2. Confinement to an agreed-upon residence during hours away from employment and public
service activities.
3. Mandatory public service.
4. Supervision by the Department of Corrections by means of an electronic monitoring device
or system.
5. The standard conditions of probation set forth in 5. 948.03.
(b) For an offender placed on criminal quarantine community control, the court shall require:
1. Electronic monitoring 24 hours per day.
2. Confinament to a designated reskience during designated hours.
(2) The enumeration of specific kinds of terms and conditions does not prevent the court from
adding thereto any other terms or conditions that the court considers proper. However, the
sentencing court may only impose a condition of supervision allowing an offender convicted of
be 794.011, S. 800.04, S. 827.071, or 5. 847.0145 to reside in another state If the order
stipulates that it is contingent upon the approval of the receiving state interstate compact
authority. The court may rescind or modify at any time the terms and conditions theretofore
imposed by it upon the offender in community control. However, If the court withholds
adjudication of guilt or Imposes a period of Interceration as a condition of community control,
the period may not exceed 364 days, and incarceration shall be restricted to a county facility,
a probation and restitution center under the jurisdiction of the Department of Corrections, è
probation program drug punishment phase I secure residential treatment institution, or a
community residential facility owned or operated by any entity providing such services.
(3) The court may place D defendant who is being sentenced for criminal transmission of HIY in
violation of 5. 775.0877 on criminal quarentine community control. The Department of
Corrections shall develop and administer a criminal quarantine community control program
emphasizing intensive supervision with 24-hour-por-day electronic monitoring. Criminal
quarantine community control status must include surveillance and may include other measures
normally associated with community control, except that specific conditions nocessary to
monitor this population may be ordered.
EFTA00013891

=== Page 3 ===
JUN-27-2008 FRI 03:34 PM
FAX NO. 5618358691
P. 04
943.0435 Sexual offenders required to register with the department; pensity.--
(1) As used in this section, the term:
(a)1, "Sexual offender" means a person who meets the critoria in sub-subparagraph a., sub.
subparagraph b., sub-subparagraph c., or sub-subparagraph d., as follows:
a.(1) Has been convicted of committing, or attempting, soliciting, or conspiring to commit, any
of the criminal offenses proscribed in the following statutes in this state or similar offenses in
another jurisdiction: S. 787.01, S. 787.02, or S. 787.025(2)(c), where the victim is a minor and
the defendant is not the victimi's parent or guardian; 5. 794,011, excluding S. 794.011(10); 5.
794.08 :. 796.03 S. 796.035; 3. 800.04; S. 825.1025; = 827,071; S. 847-0133; 5. 847,0135,
excluding S. 847.0135(4); 5. 847.0137; S. 847.0130; S. 847.0145; or S. 985.701(1); or any similar
offense committed in this state which has been redesignated from a former statute number to
one of those listed in this sub-sub-subparagraph; and
(II) Has been released on or after October 1, 1997, from the sanction imposed for any
conviction of an offense described in sub-sub-subparagraph (I). For purposes of sub-sub-
subparagraph (1), a sanction imposed in this state or in any other jurisdiction includes, but is
not limited to, a fine, probation, community control, parole, conditional release, control
release, or incarceration in a state prison, foderal prison, private correctional facility, or local
detention facility;
b. Establishes or maintains a residence in this state and who has not been designated as a
sexual prodator by a court of this state but who has been designated as a sexual predator, as a
sexually violont predator, or by another sexual offender designation in another state or
jurisdiction and was, as a result of such designation, subjected to registration or community or
public notification, or both, or would be if the person were a resident of that state or
jurisdiction, without regard to whether the person otherwise meets the criteria for registration
as a sexual offender;
= Establishers or maintains a residence in this state who is in the custody or control of, or
under the supervision of, any other state or Jurisdiction as a result of a conviction for
committing, or attempting, soliciting, or conspiring to commit, any of the criminal offenses
proscribed in the following statutes or similar offense in another jurisdiction: 5. 787.01, 5.
787.02, or S. 787.025(2)(c), where the victim is a minor and the defendant is not the victim's
parent or guardian; s. 794.011, excluding S. 794.011(10); S. 794.05; S. 796.03; S. 796.035; 5.
800.04; s. 825.1025: S. 827.071; S. 847.0133; 5. 847,0135, excluding 3. 847.0135(4); s.
847.0137; S. 047.0138; 5. 847.0145; or S. 985.701(1); or any similar offense committed in this
state which has been redesignated from a former statute number to one of those listed in this
sub-subperagraph: or
d. On or after July 1, 2007, has been adjusticated delinquent for committing, or attempting.
soliciting, or conspiring to commit, any of the criminal offenses proscribed in the following
statutes in this state or similar offenses in another jurisdiction when the Juvenile was 14 years
of age or older at the time of the offense:
(I) Section 794.011, excluding S. 794.011(10);
(II) Section 800.04(4)(b) where the victim is under 12 years of age or where the court finds
sexual activity by the use of force or coercion;
(III) Section 800.04(5)(c)1. where the court finds molestation involving unclothed genitals; or
EFTA00013892

=== Page 4 ===
JUN-27-2008 FRI 03:34 PM
FAX NO. 5618358691
P. 05
genitals. (IV) Section 800.04(5)(d) where the court finds the use of force or coercion and uncloched
2. For all qualifying offenses listed in sub-subparagraph (1)(a)1.d., the court shall make a
written finding of the age of the offender at the time of the offense.
For each violation of a qualifying offanse listed in this subsection, the court shall make a
written finding of the ago of the victim at the time of the offense. For a violation of &.
800,04(4), the court shall additionally make e written finding indicating that the offense did or
did not involve sexual activity and indicating that the offense did or did not involve force or
coercion. For a violation of S. 800,04(5), the court shall additionally make a written finding
that the offense did or did not involve unclothed genitals or genital area and that the offense
did or did not Involve the use of force or coercion.
(b) "Convicted" moans that there has been a determination of guilt a a result of a trial or the
entry of a plea of guilty or nolo contendere, regardless of whether adjudication is withhold,
and includes an adjudication of delinquency of a juvenile as specified in this soction.
Conviction of a similar offense includes, but is not limited to, a conviction by a federal or
military tribunal, including courts-martial conducted by the Armed Forces of the United States,
and includes a conviction or entry of e plea of Builty or note contendere resulting in 0 sanction
in any state of the United States or other jurisdiction. A sanction Includes, but is not limited
to, a fino, probation, community control, parole, conditional release, control release, or
incarcoration in 2) state prison, federal prison, private correctional facility, or local detention
facility.
775.21. (c) "Permanent residence" and "temporary residence" have the same meaning ascribed In 5.
(d) "institution of higher education" means a career center, community college, college, state
university, or independent postsecondary institution.
(e) Change in onrollment or employment status' means the commencement or termination of
enrollment or employment or a change In location of enrollment or employment.
(f) Electronic mail address" hers the same meaning as provided in 5. 668.602
(R) "Instant message name" incans an identifier that allows a person to communicate in real
time with another person using the Internet.
(2) A sexual offender shall:
(a) Report in person at the shoriffs office:
1. In the county in which the offender establishes or maintains 4 permanent or temporary
residence within 48 hours after:
a. Establishing permanent or temporary residonce in this state; or
b. being released from the custody, control, or supervision of the Department of Corrections
or from the custody of b private correctional facility; or
2. In the county where he or she was convicted within 48 hours after being convicted for #
qualifying offense for registration under this section if the offender is not in the custody or
EFTA00013893

=== Page 5 ===
JUN-27-2008 FRI 03:35 PM
FAX NO. 5618358691
P. 06
control of, or under the suporvision of, the Department of Corrections, or is not in the custody
of e private correctional facility.
Any change in the sexual offender's permanent or temporary residence, name, any electronic
mail address and any instant message name required to be provided pursuant to paragraph
(4)(d), after the sexual offender reports in person at the sheriffs office, shall be accomplished
in the manner provided in subsections (4), (7), and (8).
(b) Provide his or her name, date of birth, social security number, race, sex, hoight, waight,
hair and aye color, tattoos or other identifying marks, occupation and place of employment,
address of permanent or legal residence or address of any current temporary residence, within
the state and out of state, including a rural route address and a post office box, any electronic
mail address and any instant message name required to be provided pursuant to paragraph
(4)(d), date and place of each conviction, and a brief description of the crime or crimes
committed by the offender. A post office box shell not be provided in lieu of a physical
residential address.
1. IF the sexual offender's place of residence is a motor vehicle, trafler, mobile home, of
manufactured home, as defined in chapter 320, the soxual offender shall also provide to the
department through the sheriffs office written notice of the vehicle Identification number; the
license tag number; the registration number; and a description, including color schemo, of the
motor vehicle, trailer, mobile home, or manufactured home. IF the sexual offender's place of
residence is a vassel, live-aboard vessel, or houseboat, as defined in chapter 377, the sexual
offender shall also provide to the department written notice of the hull Identification number;
the menufacturer's serial number; the name of the vessol, live-aboard vessel, or houseboat; the
registration number; and a description, including color scheme, of the vessel, live-aboard
vossel, or houseboar.
2. If the sexual offender is enrolled, employed, or carrying on a vocation at an institution of
higher education in this state, the sexual offender shall also provide to the department through
the sheriffs office the name, address, and country of each institution, including each campus
attended, and the sexual offender's enrollment or employment status. Each change in
enrollment or employment status shall be reported in person at the sheriffs office, within 19
hours after any change in status. The shoriff shall promptly notify each institution of the sexual
offender's presence and any change in the sexual offonder's enrollment or employment status.
When a sexual offonder reports at the shoriffs office, the sheriff shall take a photograph and a
set of fingerprints of the offender and forward the photographs and fingerprints to the
department, along with the information provided by the sexual offender. The shariff shall
promptly provide to the department the information received from the sexual offender.
(3) Within 48 hours after the report required under subsection (2), a sexual offender shall
report in person at: a driver's license office of the Department of Highway Safety and Motor
Vehicles, unless a driver's license or identification card thet complies with the requirements of
s. 322.141(3) was previously secured or updated under 3. 944.607. At the driver's license office
the sexual offender shall:
(a) If otherwise qualified, socure a Florida driver's license, renew a Florida driver's license, or
secure an Identification card. The sexual offender shall identify himself or herself as B sexual
offender who is required to comply with this section and shall provide proof that the sexual
offender reported as required in subsection (2). The sexual offender shall provide any of the
information specified in subsoction (2), if requested. The sexual offender shall submit to the
taking of e photograph for use in issuing a driver's license, renewed license. or identification
card, and for use by the department in maintaining current records of sexual offendors.
EFTA00013894

=== Page 6 ===
JUN-27-2008 FRI 03:35 PM
FAX NO. 5618358691
P. 07
(b) Pay the costs assessed by the Department of Highway Safety and Motor Vehicles for issuing
or renewing a driver's license or identification card as required by this section. The driver's
license or identification card issued must be in compliance with 5. 322.141(3).
(c) Provide, upon request. any additional information necessary to confirm the identity of the
sexual offender, including a sat of fingerprints.
(4)(a) Each time a sexual offender's driver's liconse or identification card is subject to renewal,
and, without regard to the status of the offonder's driver's license or identification card, within
48 hours after any change in the offendor's permanent or temporary residence or change in the
offender's name by reason of marriage or other legal process, the offender shall report in
person to a driver's license office, and shall be subject to the requirements specified in
subsection (3). The Department of Highway Safety and Motor Vehicles shall forward to the
department all photographs and information provided by sexual offenders. Notwithstanding the
restrictions set forth in 3. 322.142, the Department of Highway Safety and Motor Vehicles Is
authorized to release a reproduction of a color-photograph or digital-image liconse to the
Department of Law Enforcement for purposes of public notification of sexual offenders as
provided in this section and SS. 943.043 and 941.606.
(b) A sexual offender who vacates 4 permanent residence and fails to establish or maintain
another permanent or temporary residence shall, within 48 hours after vacating the permanent
residence, report in person to the shariffs office of the county in which he or she is located.
The sexual offender shall specify the date upon which he or she intends to or did vacate such
residence. The sexual offender must provide or update all of the registration information
required under paragraph (2)(b). The sexual offender must provide an address for the residence
or other location that he or she is or will be occupying during the time in which he OF she falls
to establish or maintain D permanent or temporary residence.
(c) A sexual offender who remains at a permanent residence after reporting his or her intent
to vacate such residence shall, within 48 hours after the date upon which the offender
indicated he or she would or did vacate such residence, report in person to the agency to which
he or she reported pursuant to paragraph (b) for the purpose of reporting his or her address at
such residence. When the shoriff receives the report, the sheriff shall promptly convey the
information to the department. An offender who makes a report as required under paragraph
(b) but fails to make a report are required under this paragraph commits a felony of the second
dogree, punishable as provided in 5. 775.082, :. 775.083, or 5. 775.084.
(d) A sexual offender must register any electronic mail address or Instant message name with
the department prior to using such electronic mail address or instant message name on or after
October 1, 2007. The department shall establish an online system through which sexual
offenders may securely accoss and update all electronic mail address and instant message
name information.
(5) This section does not apply to a sexual offender who is also a sexual predator, 25 defined in
0. 775.21. A sexual predator must register as required under S. 775.21.
(6) County and local law enforcement agencies, in conjunction with the department, shall
verify the addressos of sioxinal offenders who are not under the care, custody, control, or
supervision of the Department of Corrections in a manner that is consistent with the provisions
of the federal Adam Walsh Child Protection and Safety Act of 2006 and any other toderal
standards applicable to such verification or required to be met as a condition for the receipt of
federal funds by the state. Local law enforcement agencies shall report to the department any
failure by a sexual offender to comply with registration requirements.
EFTA00013895

=== Page 7 ===
JUN-27-2008 FRI 03:35 PM
FAX NO. 5618358691
P. 08
(7) A segual offender who intends to establish residence in another state or jurisdiction other
than the State of Florida shall report in person to the sheriff of the county of current residence
within 48 hours before the date he or she intends to leave this state to ostablish residence in
another state or jurisdiction. The notification must include the address, municipality, county,
and state of intended residence. The sheriff shall promptly provide to the department the
information received from the sexual offander. The department shall notify the statowide law
onforcement agency, or a comparable agency, in the intended state or jurisdiction of residence
of the sexual offender's intended residence. The failure of a sexual offender to provide his or
her Intended place of residence is punishable as provided in subsection (9).
(8) A sexual offender who indicates his or her intont to reside in another state or jurisdiction
other than the State of Florida and later decides to remain in this state shall, within 48 hours
after the date upon which the sexual offender indicated he or she would leave this state,
report in person to the sheriff to which the sexual offender reported the Intended change of
residence, and report his or her intent to remain in this state. The sheriff shall promptly report
this information to the department. A soxual offender who reports his or her intent to reside in
another state or jurisdiction but who remains in this state without reporting to the sheriff in
the manner required by this subsection commits a falony of the second degree, punishable as
provided in S. 775.082. 5. 775.083. or S. 775.084
(9)(a) A sexual offender who does not comply with the requirements of this section commits a
felony of the third degree, punishable as provided in 5. 775.082, S. 775,083, or S. 775,084.
(b) À sexual offender who commits any act or omission in violation of this section may be
prosecuted for the act or omission in the county in which the act or omission was committed,
the county of the last registered address of the sexual offender, or the county in which the
conviction occurred for the offense or offenses that meet the criteria for designating a person
as a soxual offender.
(c) An arrest on charges of failure to register when the offender has been provided and advised
of his or her statutory obligations to register under subsection (2), the service of an
information or a complaint for a violation of this section, or an arraignment on charges for a
violation of this section constitutes actual notice of the duty to register. A sexual offender's
failure to immediately register as required by this section following such arrest, service, or
arraignment constitutes grounds for a subsequent charge of failure to register. A sexual
offender charged with the crime of failure to register who assorts, or intends to assert, a lack
of notice of the duty to register as a defense to a charge of failure to register shall
immediately register as required by this section. A sexual offander who is charged with a
subsaquent failure to registor may not assert the defense of a lack of notice of the duty to
register.
(d) Registration following such arrest, service, or arraignment is not a defense and does not
relieve the soxual offender of criminal liability for the failure to register.
(10) The department, the Department of Highway Safety and Motor Vehicles, the Department
of Corrections, the Department of Juvenile Justice, any law enforcement agency in this state,
and the personnel of those departments; an elected or appointed official, public employee, or
school administrator; or an employee, agency, or any Individual or entity acting at the request
or upon the direction of any law enforcement agency is immune from civil liability for damages
for Rood faith compliance with the requirements of this section or for the release of
information under this section, and shall be presumed to have acted in good faith in compiling,
recording, reporting, or releasing the information. The presumption of good faith is not
overcome If a technical or clerical error is made by the department, the Department of
Highway Safety and Motor Vehicles, the Department of Corrections, the Department of Juvonite
EFTA00013896

=== Page 8 ===
JUN-27-2008 FRI 03:36 PM
FAX NO. 5618358691
P. 09
Justico, the personnel of those departments, or any individual or entity acting at the request
of upon the direction of any of those departments in compiting or providing information, or 11
information is incomplete or incorrect because a sexual offender falls to report or falsely
reports his or her current place of permanent or temporary residence.
(11) Except as provided in 5. 943.04354, a sexual offender must maintain registration with the
department for the duration of his or her life, unless the sexual offender has received a full
pardon or has had a conviction set aside in a postconviction proceeding for any offense that
meets the criteria for classifying the person as a sexual offender for purposes of registration
However, a sexual offender:
(a)1. Who has been Lawfully released from confinement, supervision, or sanction, whichever is
later, for at least 25 years and has not been arrested for any falony or misdemeanor offense
since release, provided that the sexual offender's requirement to register was not besed upon
an adult conviction:
4. For B violation of s. 787.01 or S. 787.02;
b. For a violation of S. 794.011, excluding S. 794.011(10);
c. For a violation of 5, 800.04(A) where the court finds the offense involved a victim under
12 years of ano or sexual activity by the use of force or coercion;
d. For a violation of S. 800.04(5)(b);
a. For a violation of 5. 800.04(5)c.2. where the court finds the offerso involved unclothed
genitals or genital area;
f. For any attempt or conspiracy to commis any such offense: or
B. For B violation of similar law of another jurisdiction,
may potition the criminal division of the circuit court of the circuit in which the sexual
offender resides for the purpose of removing the requirement for registration as a sexual
offender.
2. The court may grant or deny rolief If the offender demonstrates to the court that he or she
has not been arrested for any crime since release; the requested ratiof complies with the
provisions of the fuderal Adam Walsh Child Protection and Safety Act of 2006 and any other
federal standards applicable to the removal of registration requirements for a sexual offender
of required to be met as a condition for the receipt of federal funds by the stato; and the court
is otherwise satisfied that the offender is not a current or potential throat to public safety. The
state attorney in the circuit in which the petition is filed must be given notice of the petition
at least 3 weeks before the bearing on the matter. The state attorney may present evidence in
opposition to the requested relief or may otherwise demonstrate the reasons why the patition
should be denied. If the court denies the petition, the court may set B future date at which the
sexual offender may again petition the court for rolief, subject to the standards for retief
provided in this subsection.
3. The department shall remove an offender from classification as a sexual offender for
purposes of registration If the offender provides to the department B certified copy of the
court's written findings or order that Indicates that the offender is no Longer required to
comply with the requirements for registration as a sexual offender.
EFTA00013897

=== Page 9 ===
JUN-27-2008 FRI 03:36 PM
FAX NO. 5618358691
P. 10
(b) As defined in sub-subparagraph (1)(a)1.b. must maintain registration with the department
for the duration of his or her life until the person provides the department with an order issued
by the court that designated the person as a sexual predator, as a saxually violent predator, or
by another sexual offender designation in the state or jurisdiction in which the order was
issued which states that such designation has been removed or demonstrates to the
department that such designation, if not imposed by a court, has been removed by operation of
law or court order in the state or jurisdiction in which the designation was made, and provided
such person no longer meets the criteria for registration as a sexual offender under the laws of
this state.
(12) The Legislature finds that sexual offenders, especially those who have committed offices
against minors, often pase a high risk of angaging in sexual offenses even after being released
from incarceration or commitment and that protection of the public from soxual offenders is a
paramount government interest. Sexual offenders have a reduced expectation of privacy
because of the public's interest In public safety and in the effective operation of government.
Releasing information concerning sexual offenders to law enforcement agencies and to persons
who request such information, and the release of such information to the public by a law
enforcement agency or public agency, will further the governmental interests of public safety.
The designation of a person are a sexual offender is not B sentence or a punishment but is simply
the status of the offender which is the result of a conviction for having committed certain
crimes.
(13) Any person who has reason to believe that a sexual offender is not complying, or has not
complied, with the requirements of this section and who, with the intent to assist the sexual
offender in eluding a law enforcement agency that is seeking to find the SQXLIB offender to
question the sexual offender about, or to arrest the sexual offender for, his or her
noncompliance with the requirements of chis section:
(a) Withholds information from, or does not notify. the law enforcement agency about the
sexual offender's noncompliance with the requirements of this section, and, If known, the
whareabouts of the sexual offender;
(b) Harbors, or attempts to harbor, or assists another person in harboring or attempting to
herbor, the sexual offender; or
(c) Conceals or attempts to conceal, or assists another person in concealing or attempting to
conceal, the sexual offender; or
(d) Provides information to the law enforcement agency regarding the sexual offonder that the
parson knows to be falso information,
commits a felony of the third degree, punishable as provided in 5. 775.082, S. 775.003, or s.
775.084.
(14)(a) A sexual offender must report in person each year during the month of the sexual
offender's birthday and during the sixth month following the sexual offender's birth month to
the sheriffs office in the county in which he or she resides or is otherwise located to recregister.
(b) However, a sexual offender who is required to register as a result of a conviction for:
1. Section 787.01 or 5. 787.02 where the victim is D minor and the offender is not the victims
parent or guardian:
EFTA00013898

=== Page 10 ===
JUN-27-2008 FRI 03:37 PM
FAX NO. 5618358691
P. 11
2. Section 794,011, excluding 5. 794.011(70);
3. Section 300.04(4)(b) where the court finds the offense involved a victim under 12 years of
age or sexual activity by the use of force or coercion;
4. Section 800.04(5)(b);
5. Section BD0.04(5)(c)1. where the court finds molestation involving unclothed genitals or
genital area;
6. Section 800.04(5)c.2. whore the court finds molestation involving unclothed genitals or
gonital area;
7. Section 800.04(5)(d) where the court finds the use of force or coarcian and unclothed
genitals or genital area;
a. Any attempt or conspiracy to commit such offense; or
9. A violation of a similar law of another jurisdiction,
must reregister each year during the month of the sexual offender's birthday and every third
month thereafter.
(c) The sheriffs office may determine the appropriate times and days for reporting by the
sexual offender, which shall be consistent with the reporting requirements of this subsection.
Reregistration shall include any changes to the following information:
1. Name; social security number; age; race; sox; date of birth; height: weight; hair and eye
color: address of any permanent residence and address of any current temporary residence,
within the state or out of state, including a rural route address and a post office box; any
electronic mail address and any instant message name required to be provided pursuant to
paragraph (4)(d); date and place of any employment; vehicle make, model, color, and license
tag number; fingerprints; and photograph. A post office box shall not be provided in lieu of &
physical residential address.
2. If the sexual offender is enrolled, employed, or carrying on a vocation at an institution of
higher aducation in this state, the sexual offender shall also provide to the department the
name, address, and county of each institution, including each campus attended, and the sexual
offonder's enrollment or employment. status.
3. If the sexual offender's place of residence is a motor vehicle, trailer, mobile home, or
manufactured home, as defined in chapter 320, the sexual offender shall also provide the
vehicle identification number; the license tag number; the registration number; and a
description, including color schome, of the motor vehicle, trailer, mobile home, or
manufactured home. If the sexual offender's place of residence is a vessel, live-aboard vassel,
or houseboat, as defined in chapter 327, the sexual offender shall also provide the hull
identification number; the manufacturer's sorial number; the name of the vessel, live-nboard
vessel, or houseboat; the registration number; and a description, Including color scheme, of
the vessel, live-aboard vassel or houseboat.
4. Any sexual offender who fails to report in person as required at the sheriffs office, or who
fails to respond to any address verification correspondence from the department within 3
weeks of the date of the correspondence or who falls to report electronic mall addresses or
EFTA00013899

=== Page 11 ===
JUN-27-2008 FRI 03:37 PM
FAX NO. 5618358691
P. 12
instant message names, commits a felony of the third degree, punishable as provided in 5.
775.052, 5. 775.083, or s. 775.084.
(d) The shoriffs office shell, within 2 working days, electronically submit and update all
information provided by the sexual offender to the department in a manner prescribed by the
department.
EFTA00013900

=== Page 12 ===
JUN-27-2008 FRI 03:37 PM
FAX NO. 5618358691
P. 13
948.30 Additional terms and conditions of probation or community control for certain sex
offenses.--Conditions imposed pursuant to this section do not require oral pronouncement at
the time of sentencing and shall be considered standard conditions of probation or community
control for offenders specified in this section.
(1) Effective for probationers or community controllees whose crime was committed on or
after October 1, 1995, and who are placed under supervision for violation of chapter 794, S.
800.04, S. 827.071, or S. 847.0145, the court must impose the following conditions in addition
to all other standard and special conditions imposed:
(a) A mandatory curfew from 10 p.m. to 6 a.m. The court may designate another 8-hour period
if the offender's employment precludes the above specified time, and the alternative is
recommended by the Department of Corrections. If the court determines that imposing a
curfew would endanger the victim, the court may consider alternative sanctions.
(b) If the victim was under the age of 18, a prohibition on living within 1,000 feet of a school,
day care center, park, playground, or other place where children regularly congregate, as
prescribed by the court. The 1,000-foot distance shall be measured in a straight line from the
offender's place of residence to the nearest boundary line of the school, day care center, park,
playground, or other place where children congregate. The distance may not be measured by a
pedestrian route or automobile route.
(c) Active participation in and successful completion of a sex offender treatment program with
qualified practitioners specifically trained to treat sex offenders, at the probationer's or
community controllee's own expense. If a qualified practitioner is not available within a 50-
mile radius of the probationer's or community controllee's residence, the offender shall
participate in other appropriate therapy.
(d) A prohibition on any contact with the victim, directly or indirectly, including through a
third person, unless approved by the victim, the offender's therapist, and the sentencing court.
(e) If the victim was under the age of 18, a prohibition on contact with a child under the age
of 18 except as provided in this paragraph. The court may approve supervised contact with a
child under the age of 18 if the approval is based upon a recommendation for contact issued by
a qualified practitioner who is basing the recommendation on a risk assessment. Further, the
sex offender must be currently enrolled in or have successfully completed a sex offender
therapy program. The court may not grant supervised contact with a child if the contact is not
recommended by a qualified practitioner and may deny supervised contact with a child at any
time. When considering whether to approve supervised contact with a child, the court must
review and consider the following:
1. A risk assessment completed by a qualified practitioner. The qualified practitioner must
prepare a written report that must include the findings of the assessment and address each of
the following components:
a. The sex offender's current legal status;
b. The sex offender's history of adult charges with apparent sexual motivation;
C. The sex offender's history of adult charges without apparent sexual motivation;
EFTA00013901

=== Page 13 ===
JUN-27-2008 FRI 03:37 PM
FAX NO. 5618358691
P. 14
d. The sex offender's history of juvenile charges, whenever available;
e. The sex offender's offender treatment history, including consultations with the sex
offender's treating, or most recent treating, therapist;
f. The sex offender's current mental status;
g. The sex offender's mental health and substance abuse treatment history as provided by the
Department of Corrections;
h. The sex offender's personal, social, educational, and work history;
i. The results of current psychological testing of the sex offender if determined necessary by
the qualified practitioner;
j. A description of the proposed contact, including the location, frequency, duration, and
supervisory arrangement;
k. The child's preference and relative comfort level with the proposed contact, when age
appropriate;
1. The parent's or legal guardian's preference regarding the proposed contact; and
m. The qualified practitioner's opinion, along with the basis for that opinion, as to whether the
proposed contact would likely pose significant risk of emotional or physical harm to the child.
The written report of the assessment must be given to the court;
2. A recommendation made as a part of the risk assessment report as to whether supervised
contact with the child should be approved;
3. A written consent signed by the child's parent or legal guardian, if the parent or legal
guardian is not the sex offender, agreeing to the sex offender having supervised contact with
the child after receiving full disclosure of the sex offender's present legal status, past criminal
history, and the results of the risk assessment. The court may not approve contact with the
child if the parent or legal guardian refuses to give written consent for supervised contact;
4. A safety plan prepared by the qualified practitioner, who provides treatment to the
offender, in collaboration with the sex offender, the child's parent or legal guardian, if the
parent or legal guardian is not the sex offender, and the child, when age appropriate, which
details the acceptable conditions of contact between the sex offender and the child. The
safety plan must be reviewed and approved by the court; and
5. Evidence that the child's parent or legal guardian understands the need for and agrees to
the safety plan and has agreed to provide, or to designate another adult to provide, constant
supervision any time the child is in contact with the offender.
The court may not appoint a person to conduct a risk assessment and may not accept a risk
assessment from a person who has not demonstrated to the court that he or she has met the
requirements of a qualified practitioner as defined in this section.
EFTA00013902

=== Page 14 ===
JUN-27-2008 FRI 03:38 PM
FAX NO. 5618358691
P. 15
(f) If the victim was under age 18, a prohibition on working for pay or as a volunteer at any
place where children regularly congregate, including, but not limited to, schools, day care
centers, parks, playgrounds, pet stores, libraries, zoos, theme parks, and malls.
(g) Unless otherwise indicated in the treatment plan provided by the sexual offender
treatment program, a prohibition on viewing, accessing, owning, or possessing any obscene,
pornographic, or sexually stimulating visual or auditory material, including telephone,
electronic media, computer programs, or computer services that are relevant to the offender's
deviant behavior pattern.
(h) Effective for probationers and community controllees whose crime is committed on or after
July 1, 2005, a prohibition on accessing the internet or other computer services until the
offender's sex offender treatment program, after a risk assessment is completed, approves and
implements a safety plan for the offender's accessing or using the Internet or other computer
services.
(i) A requirement that the probationer or community controllee must submit a specimen of
blood or other approved biological specimen to the Department of Law Enforcement to be
registered with the DNA data bank.
(j) A requirement that the probationer or community controllee make restitution to the
victim, as ordered by the court under S. 775.089, for all necessary medical and related
professional services relating to physical, psychiatric, and psychological care.
(k) Submission to a warrantless search by the community control or probation officer of the
probationer's or community controllee's person, residence, or vehicle.
(2) Effective for a probationer or community controllee whose crime was committed on or
after October 1, 1997, and who is placed on community control or sex offender probation for a
violation of chapter 794, S. 800.04, S. 827.071, or S. 847.0145, in addition to any other
provision of this section, the court must impose the following conditions of probation or
community control:
(a) As part of a treatment program, participation at least annually in polygraph examinations
to obtain information necessary for risk management and treatment and to reduce the sex
offender's denial mechanisms. A polygraph examination must be conducted by a polygrapher
trained specifically in the use of the polygraph for the monitoring of sex offenders, where
available, and shall be paid for by the sex offender. The results of the polygraph examination
shall not be used as evidence in court to prove that a violation of community supervision has
occurred.
(b) Maintenance of a driving log and a prohibition against driving a motor vehicle alone
without the prior approval of the supervising officer.
(c) A prohibition against obtaining or using a post office box without the prior approval of the
supervising officer.
(d) If there was sexual contact, a submission to, at the probationer's or community controllee's
expense, an HIV test with the results to be released to the victim or the victim's parent or
guardian.
EFTA00013903

=== Page 15 ===
JUN-27-2008 FRI 03:38 PM
FAX NO. 5618358691
P. 16
(e) Electronic monitoring when deemed necessary by the community control or probation
officer and his or her supervisor, and ordered by the court at the recommendation of the
Department of Corrections.
(3) Effective for a probationer or community controllee whose crime was committed on or
after September 1, 2005, and who:
(a) Is placed on probation or community control for a violation of chapter 794, S. 800.04(4),
(5), or (6), S. 827.071, or S. 847.0145 and the unlawful sexual activity involved a victim 15
years of age or younger and the offender is 18 years of age or older;
(b) Is designated a sexual predator pursuant to S. 775.21; or
(c) Has previously been convicted of a violation of chapter 794, S. 800.04(4), (5), or (6), S.
827.071, or S. 847.0145 and the unlawful sexual activity involved a victim 15 years of age or
younger and the offender is 18 years of age or older,
the court must order, in addition to any other provision of this section, mandatory electronic
monitoring as a condition of the probation or community control supervision.
EFTA00013904


c1: EFTA00010196
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010196.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Case 1:20-cr-00330-AJN Document 78 Filed 12/02/20 Page 1 of 2
U.S. Department of Justice
United States Attorney
Southern District of New York
USDC SDNY
DOCUMENT
The Silvio J. Mollo Building
One Saint Andrew's Plaza
ELECTRONICALLY FILED
New York, New York 10007
DOC #:
DATE FILED: 12/2/20
December 1, 2020
BY ECF
The Honorable Alison J. Nathan
United States District Court
Southern District of New York
United States Courthouse
40 Foley Square
New York, New York 10007
Re:
United States V. Ghislaine Maxwell, 20 Cr. 330 (AJN)
Dear Judge Nathan:
The parties jointly submit this letter in response to the Court's November 24, 2020 order
directing the parties to meet and confer regarding the defendant's request that the warden of the
Metropolitan Detention Center ("MDC") report directly to the Court and counsel on the
defendant's conditions of detention. (Dkt. No. 76). Over the past week, the Government has
spoken with MDC legal counsel regarding the defendant's conditions of confinement and has tried
to gather additional information regarding the concerns raised by the defendant, which the
Government has shared with defense counsel. The Government has also conferred with defense
counsel three times regarding the same, as well as the defense's request relating to MDC Warden
Heriberto Tellez. The parties have been unable to reach agreement. Our respective positions
follow.
The Government respectfully submits that the Court should allow MDC legal counsel to
respond directly in writing to the Court and defense counsel regarding the concerns defense
counsel has raised relating to the defendant's conditions of confinement. The Government
understands that MDC legal counsel is prepared to submit a letter by this Friday, December 4,
2020. Such a letter is the appropriate next step at this time, as it will allow the Court to hear
directly from MDC legal counsel who can address the defendant's conditions of confinement. The
letter will allow the Court to ascertain whether further inquiry, including a personal appearance by
the Warden or other MDC personnel, is necessary. Moreover, the Government does not
understand the concerns raised by the defense to implicate the defendant's access to legal materials
or her ability to communicate with her counsel. As noted in the Government's letter dated
November 23, 2020, the defendant continues to have more time to review her discovery than any
other inmate at the MDC. The defendant also has as much, if not more, time as any other MDC
inmate to communicate with her attorneys. (Dkt. No. 74).
The defense disagrees. As communicated to the Government, the defense's position is as
follows: Warden Heriberto Tellez should appear before the Court to directly address concerns
regarding Ms. Maxwell's conditions of confinement, which specifically target her. On October
29, 2020, the defense emailed a letter to Warden Tellez detailing the onerous and restrictive
conditions, including but not limited to concerns regarding the supplemental camera; excessive
EFTA00010196

=== Page 2 ===
Case 1:20-cr-00330-AJN Document 78 Filed 12/02/20 Page 2 of 2
Page 2
searching (e.g., weekly body scan, 15-minute interval flashlight checks at night, and open-mouth
inspection) despite being surveilled 24/7 by a dedicated three-guard security detail and two
cameras; and the reason she is not being moved to the day room, which we understood was the
original plan (and would reduce searching). Receipt of the letter was acknowledged, but to date
there has been no response and little, if any, redress to the most serious conditions. Upon
information and belief, decisions concerning Ms. Maxwell's specialized detention are made by
Warden Tellez, or from others outside the MDC. A report from the MDC Legal Department would
provide second-hand information. Accordingly, Warden Tellez should be directed to provide a
first-hand accounting to the Court and counsel why Ms. Maxwell is being detained under such
individualized conditions.
Your consideration is greatly appreciated.
Respectfully submitted,
AUDREY STRAUSS
Acting United States Attorney
By:
s/
/
/
Assistant United States Attorneys
Southern District of New York
Tel:
Cc: All Counsel of Record (By ECF)
MDC legal counsel shall submit their
letter to the Court by December 4,
2020. Upon review of that letter, the
Court will determine whether any
additional information is required,
either orally or in writing.
so ORDERED. 12/2/2020
SO ORDERED.
Alim D. Netto
Alison J. Nathan, U.S.D.J.
EFTA00010197


c1: EFTA00014088
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014088.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: FW: Epstein CVRA Case
Date: Tue, 08 Jul 2008 20:28:55 +0000
Importance: Normal
Attachments: Villafana_Declaration_re_victim_notification.wpd;_DE1_080707_Petition.pdf
Can you scan the letters and send them to me by e-mail? Thanks.
From:
Sent: Tuesday, July 08, 2008 4:02 PM
-
To:
Cc:
Subject: FW: Epstein CVRA Case
Good Afternoon.
1
and I are taking a look at the petition and affidavit that you sent and were wondering if it would be possible
for you to send us a copy of the letters that were sent to the victims in this case. The AUSA refers to attached
copies in her affidavit at #3.
We are working on this and will respond to you ASAP.
Thanks.
Attorney Advisor
LECC/Vietim Witness Staff
EOUSA
From:
Sent: Tuesday, July 08, 2008 1:37 PM
To:
-
Subject: Epstein CVRA Case
Ms.
EFTA00014088

=== Page 2 ===
Attached please find the emergency petition filed yesterday afternoon, and a draft declaration from the AUSA.
Our response is due on Wednesday, July 9, 2008, at close of business.
Thanks for your assistance.
<<Villafana Declaration re victim notification.wpd>> <<DE1_080707_Petition.pdf>>
EFTA00014089


c1: EFTA00013724
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013724.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
play
postwar
Iraq.
the White House and Pentagon
The Clintre
Gen. Franks retired in mid-2003
was evident both before and after
Many on the
with perfect timing. Baghdad had
the 2005 Rand report - evident to
Rush Limbaug
fallen, and he left the mess from
everybody but the White House and
Ann Coulter, Jan
that "fundamental misunderstand-
Pentagon, apparently. Rather than
others, have decl
ing" for someone else to clean up.
censor the report, the administra-
er vote for Hillar
The Army is supposed to publish
tion could have acted on it two years
not vote at all
unclassified reports as soon as it
before political and public pressure
for Sen. McCain.
can review them, to be sure that
forced a change in strategy. Now, as
pointed spokesm
they don't contain sensitive mate-
Defense Secretary Robert Gates
vatism insist that
rial. More than 2½ years later, the
acknowledged this week with his
Clinton is a matte
Army hasn't published the report
comments on troop levels, the next
Better to go down
and has done little to circulate
president will be responsible for
one's convictions th
the classified version to Pentagon
ending what Mr. Bush secretly and
compromised plac
leaders. Asked why, an Army
recklessly started. Plan on it.
To be sure, poli
makes for interes
versation, but the
starves to death.
Spare us the outrage
It isn't necessary
thing Sen. McCain
for him should he
An 11-month police investigation
Lawyers for accused sex
But it isn't possible
led to an indictment on one felony
there's no difference
charge of solicitation of prostitution.
predator sound foolish.
McCain and Sen. Cli
That was in July 2006, and part-time
Obama), as some Rep
A form of irrations
Palm Beacher Jeffrey Epstein still
has taken hold when
has faced no repercussions for al-
than $50 million, was filed on Jan.
legedly preying on underage girls.
oneself or to the part
24: "We think this shows what this
So maybe Mr. Epstein is satisfied
more important than
case is all about: money." Yes, it is
over the country to pe
that he's getting his money's worth
- Mr. Epstein's effort to buy his
to raise taxes and imp
from his large legal team, which
way out of prosecution.
health care.
includes Harvard Law School Pro-
According to the lawyer of a 17-
Principles shouldn't
fessor Alan Dershowitz (remember
year-old whose parents are suing
ible that strict adherer
O.J. Simpson?) and Kenneth Starr
him, Mr. Epstein masturbated in
worse alternative.
(remember Monica Lewinsky?).
front of her (she was 14 at the time)
Exactly which core
Jack Goldberger of West Palm
and used a vibrator on her at his
cilitates the garnishee
Beach, who's also on the team,
home in February 2005. Another
to pay for insurance
told Post columnist Jose Lambiet in
Epstein attorney, Lilly Ann Sanchez
Sen. Clinton has propos
November: "This case is absolutely
dismissed it: "Jeffrey Epstein did
terview with ABC's Ge
going to end without a trial within
not have sex with this woman."
nopoulos, Sen. Clinton
the next two months."
For those girls who claim that he
government-ordered ins
He was wrong, but Mr. Gold-
did, Mr. Epstein's lawyers maintain
gram would require an
berger remains on Mr. Epstein's
that he did not know their ages, de-
mechanism that might
payroll, feigning moral outrage at
spite a police search of his home and
know, going after people
two lawsuits filed this year against
garbage that found phone messages
Where are those core
the Manhattan money manager.
about the girls' school schedules
when a Democratic pres
The lawsuits allege sexual exploita-
and even a high school transcript.
pointing justices to the
tion of teenaged girls, one of them
For all of his money, Mr. Epstein's
Court? Given that five
as young as 14. Said Mr. Goldberger
best defense remains "I didn't know
justices will be 70 or older
after the first lawsuit, seeking more
that I was a criminal pervert"?
vember, it's a near certain


c1: EFTA00013519
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013519.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
IN RE:
INVESTIGATION OF
JEFFREY EPSTEIN
/
ADDENDUM TO THE NON-PROSECUTION AGREEMENT
IT APPEARING that the parties seek to clarify certain provisions of page 4, paragraph 7 of the
Non-Prosecution Agreement (hereinafter "paragraph 7"), that agreement is modified as follows:
7A. The United States has the right to assign to an independent third-party the responsibility for
consulting with and, subject to the good faith approval of Epstein's counsel, selecting the attorney
representative for the individuals identified under the Agreement. If the United States elects to assign
this responsibility to an independent third-party, both the United States and Epstein retain the right to
make good faith objections to the attorney representative suggested by the independent third-party prior
to the final designation of the attorney representative.
7B. The parties will jointly prepare a short written submission to the independent third-party regarding
the role of the attorney representative and regarding Epstein's Agreement to pay such attorney
representative his or her regular customary hourly rate for representing such victims subject to the
provisions of paragraph C, infra.
7C. Pursuant to additional paragraph 7A, Epstein has agreed to pay the fees of the attorney
representative selected by the independent third party. This provision, however, shall not obligate
Epstein to pay the fees and costs of contested litigation filed against him. Thus, if after consideration of
potential settlements, an attorney representative elects to file a contested lawsuit pursuant to 18 U.S.C. S
2255 or elects to pursue any other contested remedy, the paragraph 7 obligation of the Agreement to pay
the costs of the attorney representative, as opposed to any statutory or other obligations to pay
reasonable attorneys fees and costs such as those contained in S 2255 to bear the costs of the attorney
representative, shall cease.
By signing this Addendum, Epstein asserts and certifies that the above has been read and explained
to him. Epstein hereby states that he understands the clarifications to the Non-Prosecution Agreement
and agrees to comply with them.
R. ALEXANDER ACOSTA
UNITED STATES ATTORNEY
Dated:
By:
ASSISTANT U.S. ATTORNEY
Dated:
JEFFREY EPSTEIN
Dated:
GERALD LEFCOURT, ESQ.
COUNSEL TO JEFFREY EPSTEIN
Dated:
LILLY ANN SANCHEZ, ESQ.
ATTORNEY FOR JEFFREY EPSTEIN
EFTA00013519


c1: EFTA00010135
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010135.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "Shappert, Gretchen (USAVI)"
To: "Berman, Geoffrey (USANYS)"
Cc: "Shappert, Gretchen (USAVI)"
Subject: From the USVI--Jeffrey Epstein matter
Date: Mon, 08 Jun 2020 11:34:10 +0000
Inline-Images: image001.jpg
Good morning, Geoff and greetings from St. Thomas:
We are having some coordination issues here, regarding the SDNY and USVI investigations of the Jeffrey
Epstein matter. I realize that you have a huge number of pressing issues to address and was hoping that you
could direct me to one of your supervisors, with whom I could discuss this matter.
Thanks so much,
Gretchen
Gretchen C.F. Shappert
U.S. Attorney for the Virgin Islands
Office of the U.S. Attorney
Ron De Lugo Federal Building
Charlotte Amalie, St. Thomas
VI 00802-6214
front desk)
I
https://www.justice.gov/usao-vi
V
EFTA00010135


c1: EFTA00013441
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013441.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: FW: Epstein
Date: Fri, 18 Jan 2019 14:08:52 +0000
Importance: Normal
I am not aware of any business they had in FL yesterday, by the way, though I could be wrong.
Original Message
From:
Sent: Friday, January 18, 2019 9:05 AM
To:
Cc:
Subject: Re: Epstein
I'm traveling back today, could we set a time for Monday? Once I get in later I'm slammed with stuff that has
come up the past few days in other cases.
Sent from my iPhone
> On Jan 18, 2019, at 08:51,
wrote:
>
> You guys back? Can we circle up this morning? Definitely want to hear more about the trip.
and I have
something at 11:30 but I at least am free before/after.
V
> Sent from my iPhone
EFTA00013441


c1: EFTA00013833
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013833.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
"Acosta, Alex (USAFLS)"
"KATHERINE
W. EZELL"
Cc:
Subject: Conversation with Florida Bar Ethics Counsel re Epstein matter
Date: Mon, 03 Nov 2008 23:52:54 +0000
Importance: Normal
Hi all - I spoke with someone from the Florida Bar this afternoon. She told me that they would be issuing a
written opinion by the end of the week that was essentially a "non-opinion." In other words, the letter will say
that she cannot advise us regarding our victim notification obligations under federal law. She did, however, tell
me that the solicitation rules don't apply to our Office in a situation like this because we are not soliciting
employment from the victims. I asked about whether the Office had reached a decision regarding Mr.
Josefsberg's related inquiry, but she would not provide me with any information, citing the Bar's confidentiality
rules.
I am going to wait to hear from Mr. Josefsberg or Ms. Ezell regarding the response they receive from the Bar
before I send out the final batch of letters so that I can revise them if necessary.
On another note, Dexter, have you heard anything from Mr. Edwards regarding the resolution of the Doe V.
United States case?
Assistant U.S. Attorney
EFTA00013833


c1: EFTA00010585
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010585.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USANYS)"
To:
(USANYS) 4"
Subject: 2019.02.15 Agenda Meeting with
Date: Thu, 14 Feb 2019 22:17:46 +0000
Importance: Normal
Attachments:
Just waiting to get an update from the
team.
EFTA00010585


c1: EFTA00013337
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013337.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To:
(USANYS)"
Bcc:
(USANYS)"
Subject: Re: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Date: Thu, 31 Dec 2020 19:07:26 +0000
I'm restarting outlook. Will send as soon as it reboots.
On Dec 31, 2020, at 2:06 PM,
(USANYS)
wrote:
Oh no! Thanks!
From:
(USANYS)
Sent: Thursday, December 31, 2020 2:05 PM
To:
(USANYS)
Subject: Re: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
I sent a response hours ago! Let me see where it is.
On Dec 31, 2020, at 2:03 PM,
(USANYS)
wrote:
I am sure you are swamped with pre-holiday craziness, so just wanted to flag that re: the below, our BOP contacts are
eager to head out (and we have asked them to stay until this is filed in case there are any changes). So if there is any
way to bump this up the list a bit it would help keep the peace.
Thanks!
From:
(USANYS)
Sent: Thursday, December 31, 2020 12:19 PM
To:
(USANYS)
i
(USANYS)
V.
(USANYS)
is
(USANYS)
is
)
in
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
i
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Hi
:
Please see our proposed letter, which I understand you would like to review, as well as
declarations from associate wardens at the MDC and MCC. The GC and PC chiefs have signed off
on these drafts.
EFTA00013337

=== Page 2 ===
With apologies for the time sensitivity, our contacts at MCC/MDC have asked to leave early today
(before 1/1:30), and have asked us to finalize the declarations as soon as possible.
Best,
From:
(USANYS)
Sent: Wednesday, December 30, 2020 4:24 PM
To:
(USANYS)
V.
(USANYS)
>;
(USANYS)
is
(USANYS)
is
)
is
)
is
(USANYS)
Cc:
(USANYS)
>;
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS) 1
>
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
, who is the Associate Warden at the MCC. There's a possibility that there will be a very
short declaration from someone at the MDC to discuss the specific accommodations for Maxwell. I
am working through that with
From:
(USANYS)
>
Sent: Wednesday, December 30, 2020 2:45 PM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
i
(USANYS)
is
)
is
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
i
(USANYS)
is
(USANYS)
is
(USANYS) 1
>
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Thanks. Who is signing the declaration for BOP?
From:
(USANYS)
Sent: Wednesday, December 30, 2020 2:40 PM
To:
(USANYS)
is
(USANYS)
>;
(USANYS)
i
(USANYS)
is
)
is
)
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
i
(USANYS)
is
(USANYS)
^
is
(USANYS) 1
>
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
:
We are in the process of finalizing our response to the Maxwell/Rivera issue. We intend to
explain that the discovery and counsel access accommodations that have been provided to Maxwell
and Rivera, respectively, result from the specific circumstances of their cases, the specific requests
EFTA00013338

=== Page 3 ===
of their lawyers, and their individual housing circumstances. On all of these factors, there are
several important differences, including:
-
The Maxwell case has multiple times more discovery than the Rivera case. Hence, the need
for such expanded discovery access is greater in the Maxwell case.
-
At the MDC, Maxwell has a unique housing situation, as she is in protective custody outside
the general population. She therefore has sole access to a room to use a computer and phone
for approximately 13 hours a day. Rivera, by contrast, is housed in the general population.
-
There are approximately 80 other inmates at the MCC in Rivera's unit that use the same
VTC room for court appearances, probation interviews, and attorney meetings. By contrast,
Maxwell shares access to the MDC VTC room with substantially fewer inmates. The MDC
can therefore provide 15 hours of VTC meetings with her attorneys without compromising
access for other MDC inmates. The same is not true for Rivera at the MCC.
Going forward, even though Rivera's counsel have asked (and the Court has ordered) that Rivera
receive three hours of laptop access each day, the MCC is now leaving the laptop with him all day
long, and only takes it back at night to charge it. Therefore, the MCC is now providing the same
amount of electronic discovery access to Rivera that Maxwell receives at the MDC.
As for providing Rivera with up to 15 hours of VTC access, we will explain that doing so will
compromise access for other inmates. If defense counsel expresses a need for additional time, the
MCC will continue to find ways to accommodate those requests as best as they can.
Please let me know if you have any questions or would like to discuss this further.
Best,
From:
(USANYS)
>
Sent: Monday, December 21, 2020 4:42 PM
To:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
i
is
is
(USANYS)
Cc:
(USANYS)
>;
(USANYS)
>;
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: RE: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
Thanks,
Can you keep me posted on what we think will be the substance of the draft declaration when you
know (that is, before we are submitting anything on 12/31)? And how much of this is attributable to differences
between MCC and MDC, as well as specific differences in their housing situations?
From:
(USANYS)
Sent: Monday, December 21, 2020 4:35 PM
To:
(USANYS)
i
(USANYS)
is
(USANYS)
is
(USANYS)
is
)
>;
is
(USANYS)
Cc:
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS)
is
(USANYS) 1
Subject: Disparities in Counsel and Discovery Access for Ghislaine Maxwell and Justin Rivera
EFTA00013339

=== Page 4 ===
All:
I wanted to bring to your attention a recent issue that's surfaced in United States v. Rivera et al., a
sex trafficking case pending before Judge Engelmayer. As I'll describe in more detail below, Judge
Engelmayer has asked us to submit a declaration from the BOP explaining why the discovery and
counsel access accommodations provided to Ghislaine Maxwell (detained at the MDC outside the
general population) cannot be extended to Justin Rivera (detained at the MCC in the general
population).
Justin Rivera was charged in February 2019 with sex trafficking conspiracy. He's been detained at
the MCC since April 2019 on consent (he's also serving a state sentence). His trial, which was
originally scheduled for April 2019, is expected to start on February 16, 2020. In July 2020, he had
new counsel appointed, citing an irreconcilable breakdown with his former counsel.
Since this fall, Judge Engelmayer has become increasingly frustrated with the MCC's treatment of
Rivera. In particular, he's cited their failure to provide Rivera with adequate accommodations to
review discovery and meet with his lawyers, who refuse to visit Rivera at the MCC for personal
health concerns. We have two court orders in place to address these issues: (1) a laptop order,
which requires the MCC to provide Rivera access to a laptop for three hours per day; and (2) a
videoconference order, which requires the MCC to make available four hours of videoconferencing
each week, in addition to any telephone or videoconference calls obtained through the Federal
Defenders.
At the moment, there's not a concern, at least from Judge Engelmayer, that the amount of time
Rivera has for videoconferences and electronic discovery review is insufficient for trial preparation,
although defense counsel has stated that they may request more time in the future. However, in a
letter last night and during a court conference this morning (transcript attached), defense counsel
cited the accommodations that the MDC has provided to Maxwell, describing them as "strikingly
different and far superior" to those afforded to Rivera. Defense counsel further suggested that
Rivera was being treated differently on account of his race, gender and class. Judge Engelmayer
stated that the disparity in access "jumped off the page" and that the optics were "terrible," and
asked us to explain the rationale for the differing treatment. After conferring with
and
before our conference, we explained our understanding that the disparity comes
down to the fact that Maxwell and Rivera have very different housing situations, with Maxwell's
situation being more amenable to greater access to electronic discovery review and legal visits.
Judge Engelmayer asked us to submit a declaration, from an appropriate person at the BOP,
explaining in more detail why the accommodations provided to Maxwell cannot be extended to
Rivera. Based on the recent bail opposition in the Maxwell case, I believe the differences in
counsel/discovery access are as follows:
Accommodation
Maxwell
Rivera
Review of electronic
13 hours per day/7 days per
3 hours per day/7 days per
discovery (NB: each
week (91 hours total)
week (21 hours total)
defendant has laptop access)
Counsel visits (by video)
3 hours per day/5 days per
Four hours per week (plus an
week (15 hours total)
additional two hours
scheduled through the
EFTA00013340

=== Page 5 ===
Federal Defenders) (6 hours
total)
Weekend legal calls
As needed
Not available
The declaration is due by December 31. Because Judge Engelmayer's request implicates at least two
criminal cases, and potentially the ongoing civil litigation with the MCC, we wanted to make sure
that you were all aware of this issue. We are also happy to set up a call to discuss this further. In
the meantime, we are working with
to identify the appropriate declarant and
draft an explanation for the Court.
Best,
Bhaskaran
Assistant United States Attorney
United States Attorney's Office for the Southern District of New York
One Saint Andrew's Plaza
New York, NY 10007
Tel:
<2020.12.31 Thompson Decl re Maxwell (v.2).docx>
<2020.12.31 Letter on Rivera and Maxwell discovery and counsel access (v.3).docx>
<2020.12.31 Best Decl Re Rivera (v.2).docx>
EFTA00013341


c1: EFTA00013490
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013490.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Event: CEOS Meeting re Epstein Investigation
Start Date: 2009-12-17 18:00:00 +0000
End Date: 2009-12-17 19:30:00 +0000
Organizer:
Location: By Phone - Call-in #
Class: X-PERSONAL
Date Created: 2015-04-04 00:22:01 +0000
Date Modified: 2015-07-22 20:34:54 +0000
Priority: 5
DTSTAMP: 2009-12-14 21:34:04 +0000
Attendee:
EFTA00013490


c1: EFTA00013756
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013756.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "Williams, Joyce"
To
Cc: "AARON S. PODHURST"
"ROBERT C.
JOSEFSBERG"
Subject: RE: Epstein
Date: Wed, 21 Nov 2007 20:03:02 +0000
Importance: Normal
Priority: normal
I apologize, but Judge Davis also wanted to let you know that you should feel free to contact Messrs. Podhurst and
Josefsberg directly
www.akerman.com
CONFIDENTIALITY NOTE: The information contained in this transmission may be privileged and confidential information, and is intended only for the use of the individual or entity named above. If
the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this
transmission in error, please immediately reply to the sender that you have received this communication in error and then delete it. Thank you.
CIRCULAR 230 NOTICE: To comply with U.S. Treasury Department and IRS regulations, we are required to advise you that, unless expressly stated otherwise, any U.S. federal tax advice contained
in this transmittal, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding penalties under the U.S. Internal Revenue Code, or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed in this e-mail or attachment.
From: Williams, Joyce
Sent: Wednesday, November 21, 2007 2:34 PM
To:
Cc: 'AARON S. PODHURST'; 'ROBERT C. JOSEFSBERG'
Subject: Epstein
Messrs. Lewis and
Judge Davis tried to reach you this afternoon, but was unsuccessful. He wanted you to know that he has chosen Aaron
Podhurst and Robert Josefsberg to handle this matter and they have agreed. He left a message on
voice mail
today to that effect.
If there is any disagreement with his choice, please advise. The Judge is undergoing surgery on his foot Monday morning, but
you can e-mail to let me know your decision.
Have a nice holiday.
Joyce L. Williams
Legal Administrative Assistant to
Hon. Edward B. Davis, Mia R. Martin, Esq.
& Stacy J. Harrison, Esq.
Akerman Senterfitt
EFTA00013756

=== Page 2 ===
One Southeast Third Avenue, 25th Floor
Miami, Florida 33131-1714
EFTA00013757


c1: EFTA00013213
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013213.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To:
(USANYS)"
Subject: Epstein staffing
Date: Tue, 16 Apr 2019 20:42:30 +0000
Importance: Normal
I think the only way we could put
on Epstein is if we have it worked out that she is coming here this summer -
that would involve her agreement plus full buy-in from
and
If that is the case, then the fallout from adding
her is minimal because (1) she is in VOC, which is a unit where it makes sense to have an assistant on this case to begin
with; and (2) word will get out that she is coming here. I would dispatch
to tell her that we were only open to it if it
were confirmed she was coming here.
Canvassing the list, the other people we could add would be
, or
I sense
would not be thrilled about
and I don't feel the need to add
to anything significant right now, so I would probably say
EFTA00013213


c1: EFTA00010767
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010767.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Chris Dilorio
To:
n"
v"
Subject: Fw: Apollo/ Epstein/Kushner connection
Date: Fri, 24 May 2019 13:23:55 +0000
Attachments: IMG_7021.jpg
EFTA00010767

=== Page 2 ===
Inline-Images: image.png
Getting warmer Ms Strauss
https://www.justice.gov/usao-sdny/pr/bank-ceo-stephen-m-calk-charged-corruptly-soliciting-presidential-
administration
Bank CEO Stephen M. Calk Charged With Corruptly
Soliciting A Presidential Administration Position In
Exchange For Approving $16 Million In Loans I USAO-
SDNY | Department of Justice
Audrey Strauss, the Attorney for the United States, Acting Under Authority
Conferred by 28 U.S.C. § 515, William F. Sweeney Jr., the Assistant Director-in-
Charge of the New York Field Office of the Federal Bureau of Investigation
("FBI"), and Patricia Tarasca, the Special Agent-in-Charge of the New York
Region for the Federal Deposit Insurance Corporation Office of Inspector
www.justice.gov
But, this is the beginning of the story
not the end
Calk/Lorber/Elliman: Trump
Lorber: New Valley Corp
https://www.sec.gov/Archives/edgar/data/106374/000095014405003084/g93826e10vk.htm
Apollo Moscow/Kremlin development
AND
Ladenburg Thalman
I asked in previous correspondence:
Does ANYONE believe Frost risked BILLIONS to "MAKE" a few million?
Frost was laundering a few millions.
https://www.barrons.com/articles/sec-charges-phillip-frost-1536608366
SEC Charges Against Phillip Frost Might Just
Be the Tip of the Iceberg
The U.S. Securities and Exchange Commission filed stock fraud
charges late last week against billionaire drug entrepreneur Phillip
Frost and a group of associates, accusing them of making $27
million in pump-and-dump stock schemes
www.barrons.com
EFTA00010768

=== Page 3 ===
Alpha Capital Anstalt Liechtenstein
in my 2013 TCR: Money laundering/Miami based Imaging Diagnostics (see my IMDS e mails)
Bag Men
Also: "Greek Shipping company" FreeSeas (See my FreeSeas TCR)
Despite overwhelming evidence of money laundering, you will find no reference to it in SEC complaints.
https://www.sec.gov/news/press-release/2018-182
SEC.gov | SEC Charges Microcap Fraudsters for Roles in Lucrative Market
Manipulation Schemes
The Securities and Exchange Commission today charged a group of 10 individuals and 10 associated
entities for their participation in long-running fraudulent schemes that generated over $27 million from
unlawful stock sales and caused significant harm to retail investors who were left holding virtually worthless
stock.
www.sec.gov
No mention of AML despite glaring red flags
No mention of executing Broker Dealers: Penny stock trading fairies
The SEC has kept Alpha Capital Anstalt up and running so the activity detailed in my complaints can continue.
And it does
https://whalewisdom.com/filer/alpha-capital-anstalt
ALPHA CAPITAL ANSTALT Top Holdings - WhaleWisdom
Alpha Capital Anstalt is based out of Vaduz Liechtenstein. Whalewisdom has at least 6 13D filings, 158 13G
filings, and 5 Form 4 filings The firm has no submitted 13F filings and does not appear to be an investment
advisor.
whalewisdom.com
Now: Lorber/Calk/Elliman: New Valley: shell
Ladenburg/Frost/Alpha Cap Anstalt $$$ laundering shells
Apollo/Lorber: Moscow/Kremlin "development"
"Tip of the Iceberg" indeed
In furtherance of the conspiracy.
Cheers!
Christopher Dilorio
Whistleblower
EFTA00010769

=== Page 4 ===
From: Chris Dilorio
Sent: Thursday, May 23, 2019 5:59 AM
Subject: Fw: Apollo/ Epstein/Kushner connection
So:
Leon Black/ Apollo/Schwarzman: Trump Kushner
Black/Apollo/Schwarzman: Epstein
Black/Apollo/Schwarzman: Putin/RU
https://www.reuters.com/article/russia-putin-fund-idUSL5E7KG0SI20110916
UPDATE 2-Putin gets SWF, PE backing for
Russia fund
* Apollo's Black shares platform with Putin
www.reuters.com
https://www.swfinstitute.org/nevs/33645/u-s-treasury-sanctions-russian-direct-investment-fund/amp
Black/Apollo/Schwarzman: money laundering shells
https://www.businessinsider.com/blackstone-dodged-a-bullet-with-knight-capital-2012-8
Blackstone Dodged A Bullet With Knight
Capital - Business Insider
A trader consulted by Business Insider said that Blackstone envied
Knight Capital's market-making team, which executed an average
of more than $20 billion trades last year and is designated market
www.businessinsider.com
https://www.sec.gov/Archives/edgar/data/1082278/000092242313000183/0000922423-13-000183-index.htm
EFTA00010770

=== Page 5 ===
Knight/Trimark/Optimark born out of "worthless paper"/ Russian/US Mafia/ money laundering shell: Ashton
Technologies
https://www.sec.gov/cgi-bin/browse-edgar?
action=getcompany&CIK=0001003740&owner=exclude&count=40&hidefilings=0
https://ag.ny.gov/press-release/us-attorney-lynch-and-nys-attorney-general-spitzer-announce-20-defendants-
indicted-50
U.s. Attorney Lynch And N.y.s. Attorney General Spitzer Announce 20
Defendants Indicted In $50 Million Boiler Room Stock Fraud Scheme | New
York State Attorney General
LORETTA E. LYNCH, United States Attorney for the Eastern District of New York, ELIOT SPITZER, New York
State Attorney General, BARRY W. MAWN, Assistant Director-in-Charge of the Federal Bureau of
Investigation in New York, and RICHARD H. WALKER, Director of the Division of Enforcement of the
Securities and Exchange Commission, today announced the unsealing of an indictment charging 20
ag.ny.gov
Spitzer taken down by RUSSIAN hooker
https://nypost.com/2016/02/16/spizter-accuser-a-young-jobless-ex-hooker-who-lives-a-life-of-luxury/
Spitzer accuser was a $5K-a-night hooker
who lives life of luxury - New York Post
The Russian vixen who accused Eliot Spitzer of choking her at The
Plaza hotel is a divorced, globe-trotting beauty who once bared
all the dirty details of her life as a $5,000-a-night hooker, The
nypost.com
Any questions?
Cheers traitorous scumbags!
Christopher Dilorio
From: Chris Dilorio
Sent: Sunday, May 19, 2019 8:03 AM
EFTA00010771

=== Page 6 ===
Subject: Fw: Apollo/ Epstein/Kushner connection
I reiterate:
The SEC is a grossly corrupt criminal organization bought and paid for by criminals who threaten the integrity of
our markets to the clear and very egregious detriment of the investing public it is sworn to protect.
http://www.marketrap.com/article/view_article/9152/bernard-madoff-the-mafia-and-the-friends-of-michael-
milken
Bernard Madoff, the Mafia, and the Friends of Michael Milken - Market Rap
- The Investor Empowerment Community
In 2005, Patrick Byrne, the CEO of Overstock.com and future Deep Capture investigative reporter, began a
public crusade against illegal naked short selling (hedge funds and brokers creating phantom stock to
manipulate stock prices down). He said, over and over, that the crime was destroying public companies and
had the potential to trigger a systemic meltdown of our financial markets.
www.marketrap.com
Cheers!
Christopher Dilorio
From: Chris Dilorio
Sent: Friday May 17 2019 6:22 AM
To:
Subject: Fw: Apollo/ Epstein/Kushner connection
From: Chris Dilorio
Sent: Wednesday, May 15, 2019 11:27 AM
EFTA00010772

=== Page 7 ===
Subject: Fw: Apollo/ Epstein/Kushner connection
Today (5/15/19) the grossly corrupt scumbags at the SEC approved ANOTHER massive fraud on the investing
public:
https://www.sec.gov/Archives/edgar/data/1665300/999999999519001111/xsIEFFECTX01/primary_doc.xml
The "genius f'n quant" AQR/Greek shipping
/Economou/DRYS/ORG/Astra/Nautilus/Navios/Gerber/AlPAC/Nordlicht/Glass/1MDB/Knitowski/Caneum/Trym
etris/Liquid etc etc etc money laundering shell.
Well done!
BTW, HOW is the George Economou/ Georgios EKONOMOU SEC "investigation" coming along anyway?
https://en.wikipedia.org/vwiki/George_Economou_shipbuilder)
George Economou (shipbuilder) - Wikipedia
George Economou or Georgios Ekonomou (Гешруюс Oikovójiou, born 1953) is a Greek billionaire
shipowner, CEO of DryShips Inc. and Ocean Rig, and the owner of Cardiff Marine.Economou owns oil
tankers as well as dry bulk ships and manages them through Cardiff Marine. He was on the Forbes
Magazines list of the world's billionaires on place 707.
en.wikipedia.org
What a coincidence:
https://www.vanityfair.com/news/2018/03/andrew-ekonomou-donald-trump-legal-team/amp
Trump's Last Line of Defense Against Mueller
Is an Obscure Medieval Historian
Andrew Ekonomou had a "mid-life crisis" and became an expert
on Byzantium. Now he's helping lead the president's legal team in
the Russia investigation.
www.vanityfair.com
Dude is DEFINITELY not getting the attention he deserves
Then again,
WHO actually believes Marc Bistricer of Toronto Canada was INVESTING in the $$$ laundering Ekonomou
shell known as DryShips?
https://seekingalpha.com/article/4096781-strong-court-case-dryships-kalani
EFTA00010773

=== Page 8 ===
Very Strong Court Case Against DryShips And
Kalani - DryShips Inc. (NASDAQ:DRYS)
I
Seeking Alpha - Stock Market Insights
|
Seeking Alpha
Source: rgrdlaw.com (court document) In 2012, DRYS generated
$1.23 billion in total revenue, yet posted a $246 million loss. In
fact, the company has been posting losses every year for the last
seekingalpha.com
"Charity not the motive"
https://www.tradewindsnews.com/legal/1738610/kalani-claims-charity-not-a-motive-for-dryships-aid
Kalani claims charity not a motive for DryShips
aid | TradeWinds
Kalani claims charity not a motive for DryShips aid Marc Bistricer-
led investment house says it had risk and profit in mind lending
to George Economou's struggling public company, not attempt to
www.tradewindsnews.com
The Toronto connection runs MUCH deeper though
The overlap with AQR blank check shells and Polar Asset Mgmt Toronto
The Toronto based Bistricer and EKONOMOU
Bistricers in New Jersey TOO!
AND
DAVID Bistricer happens to be a real estate developer
https://www.sec.gov/cgi-bin/browse-edgar?
action=getcompany&CIK=0001649096&owner=exclude&count=40&hidefilings=0
1 Bistricer/Clipper "investor"
Toronto based C I Investments
https://www.sec.gov/Archives/edgar/data/1649096/000116364819000009/0001163648-19-000009-index.htm
Check out this Reg D offering Bistricer/ Clipper did in Jan 2016
https://www.sec.gov/Archives/edgar/data/1649096/000161577416004014/xslFormDX01/primary_doc.xml
$130,000 Reg D offering for this Bistricer/Clipper publicly traded "real estate" company was done with an
Atlanta based firm called H&L Equities
Atlanta is home of the obscure Trump Russia Counsel Andrew EKONOMOU
Nothing to see here.
EFTA00010774

=== Page 9 ===
Of Course, then there's the Hail Mary pass Kushner threw on his Toronto based Brookfield deal for 666 5th
Avenue
https://www.thestar.com/news/world/2019/03/12/toronto-based-brookfield-faces-scrutiny-from-democrats-
over-deal-with-kushner-company.html
Toronto-based Brookfield faces scrutiny from
Democrats over deal with Kushner company
|
The Star
The real estate giant says politics were not at all involved in its
decision to acquire a New York office tower from the family of
Jared Kushner, President Donald Trump's son-in-law and senior
aide.
www.thestar.com
which was brokered by Apollo/Epstein Degenerate Black/Harris/Rowan
https://therealdeal.com/2018/11/15/brookfield-turns-to-apollo-for-666-fifth-financing/
666 Fifth | Brookfield | Apollo Global
Management
Private equity company Apollo Global Management is funding
Brookfield Property Partners' redevelopment of 666 Fifth Avenue
with a $300 million-plus mezzanine loan, sources told The Real
Deal
therealdeal.com
Apollo and other Kushner financing pal Blackstone just happen to be BOTH granted free reign on the US
insurance/annuity industry.
Crazy shit huh?
Greek shipping Bag man Georgios Ekonomou meets Jared Kushner
But it gets better still:
Stephen Feinberg: Cerberus
https://www.bloomberg.com/news/articles/2018-05-11/trump-chooses-cerberus-s-feinberg-to-lead-spy-
advisory-panel
EFTA00010775

=== Page 10 ===
Trump Chooses Cerberus's Stephen Feinberg
to Lead Spy Advisory Panel - Bloomberg
President Donald Trump has chosen billionaire investor Stephen
Feinberg to lead his intelligence advisory board, the White House
said Friday. Trump intends to appoint Feinberg, the co-founder
and
www.bloomberg.com
Bawag/Refco
Virtu first bid for Knight post "glitch"
and now: Money Laundering Bank HSH
Stephen Feinberg: Scum of the Earth meet Georgio EKONOMOU
https://www.sec.gov/cgi-bin/browse-edgar?
action=getcompany&CIK=0001369241&owner=exclude&count=40&hidefilings=0
Janey, IG update my various pending TCR's and complaints
Yours VERY TRULY
And INFINITELY smarter than anyone on this e mail list
Christopher J Dilorio
Whistleblower
From: Chris Dilorio
Sent: Monday. May 13. 2019 5:41 AM
To:
Subject: Fw: Apollo/ Epstein/Kushner connection
From: Chris Dilorio
Sent: Saturday, May 11, 2019 8:00 AM
To: a
Subject: FW: Apollo/ Epstein/Kushner connection
From: Chris Dilorio
Sent: Monday, May 6, 2019 6:38 AM
EFTA00010776

=== Page 11 ===
Subject: Fw: Apollo/ Epstein/Kushner connection
Greetings grossly corrupt SEC et al scumbags
As with ALL of my allegations: beyond a shadow of a doubt, 100% accurate
https://www.sec.gov/litigation/complaints/comp17673.htm
Complaint: SEC V.
COMPLAINT. Plaintiff United States Securities and Exchange Commission ("Commission") alleges as
follows: SUMMARY. 1. This case involves a $15 million "pump and dump" scheme involving the securities
of Environmental Solutions Worldwide, Inc. ("Environmental"), a public company whose common stock is
registered with the Commission under the Securities Exchange Act of 1934 ("Exchange Act"), and is
www.sec.gov
ESWW was a money laundering shell.
The SEC knows it. The degenerate Epstein knows it. The Degenerate Leon Black/Kushner BFF/ Milken
proteges/Marc Rowan/Apollo knows it.
The DOJ/IRS knows it.
IG, I have repeatedly offered to come to SEC DC HQ to have the brightest minds at the SEC totally humiliate me
by refuting my allegations 1 by 1. The grossly corrupt SEC scumbags have never taken me up on my generous
offer. For the very simple reason that ALL of my allegations are accurate and true.
So, I again put the offer out there:
refute my claims OR go to jail for the criminal obstruction ACTIVELY being facilitated by your office and the SEC.
So, let's give these scumbags the insurance/annuities market.
This will NOT end well for tens of thousands of Americans.
Who "green lighted" this take over of the insurance industry by PE/Hedge funds?
https://www.forbes.com/sites/antoinegara/2018/02/01/apollo-and-blackstone-pick-insurance-as-their-next-
bet-to-disrupt-wall-street/#5d647dbe7689
EFTA00010777

=== Page 12 ===
Apollo And Blackstone Pick Insurance As Their
Next Bet To Disrupt Wall Street - Forbes
For decades, Wall Street's gambit in insurance was to write
policies and use the float as a source of capital for new
investments. It's a staple of Berkshire Hathaway and copycats like
Markel and
www.forbes.com
Cheers!
Christopher Dilorio
Whistleblower
From: Chris Dilorio
Sent: Thursday, May 2, 2019 3:35 PM
Subject: Fw: Apollo/ Epstein/Kushner connection
IG,
This was a blatant attempt to intimidate a whistleblower. "HE" (I think a male although very effeminate voice)
was an anonymous, coward, scumbag who threatened me. AND then called me another 11/12 times after that.
This is a VERY serious matter. Felony. I intend to see "him" prosecuted to the fullest extent of the law. Within
weeks of filing a complaint against the SEC and you.
I obviously have hit a nerve.
https://www.nbcnews.com/politics/white-house/white-house-tells-official-who-gave-kushner-security-
clearance-don-n997476
EFTA00010778

=== Page 13 ===
White House whistleblower speaks out on
security clearance controversy
Carl Kline was supposed to appear before House committee staff
Tuesday to face questions related to his handling of White House
security clearances.
www.nbcnews.com
Cheers!
Christopher Diiorio (no L's scumbag)
From: Chris Dilorio
Sent: Thursday, April 25, 2019 6:27 AM
Subject: Fw: Apollo/ Epstein/Kushner connection
ESWW: A money laundering NASDAQ/OTCM shell
Milken degenerate Leon Black/Joshua Harris: Apollo
AND
EFTA00010779

=== Page 14 ===
Jeffrey Epstein
The SEC has known for years that Epstein is running a extortion/Ponzi/Slush Fund
My Claims AGAIN
https://seekingalpha.com/article/3715526-environmental-solutions-worldwide-revisiting-holding-gone-dark
can-sleep-better-night?mod=mw_quote_news
Environmental Solutions Worldwide: Revisiting
A Holding That's Gone Dark, So I Can Sleep
Better At Night - Environmental Solutions
Worldwide, Inc. (OTCMKTS:ESWW) | Seeking
Alpha - Stock Market Insights I Seeking Alpha
New CEO and recent trading activity warranted a review of a
holding that no longer files. Based on the environment, difficult
y/y comparisons and results from competitors, 2015 is likely a
down year.
seekingalpha.com
"Not credible"???
How about the SEC's OWN words?
https://www.bloomberg.com/news/articles/2018-10-01/sec-spots-a-way-to-starve-the-most-suspicious-penny-
stocks
SEC Spots a Way to Starve the Most
Suspicious Penny Stocks - Bloomberg
"If a company is a dark company and listed in the OTC market
and hasn't put out financials for six months, maybe it shouldn't
be quoted or offered to retail investors," Redfearn said
www.bloomberg.com
See my comment letters on this subject.
The SEC INTENTIONALLY puts the investing public at risk of frauds like this and thousands others like it.
The core biz at NITE/VIRT, CDEL etc and the reason WHY the OTCM exists: Abusive naked shorting publicly
traded shells to facilitate money laundering.
Shells go dark only AFTER a massive fraud has been perpetrated on the investing public: Main Street
ANOTHER "genius" degenerate: Apollo
the grossly corrupt SEC: Bought and paid for by common criminals and degenerates
IG, I have time for that REQUIRED 3rd party cc today
Call me
Cheers!
Christopher Dilorio
EFTA00010780

=== Page 15 ===
From: Chris Dilorio
Sent: Sunday, April 14, 2019 1:04 PM
Subject: Fw: Apollo/ Epstein/Kushner connection
A little Steffie Avakian//Heiss/O'Melveny/Wilmer Hale/ Apollo/Kushner Home Cooking!
https://www.omm.com/professionals/howard-e-heiss/
Howard E. Heiss - O'Melveny & Myers
Howard Heiss has an extensive litigation practice focused on
government regulatory investigations and enforcement actions,
grand-jury investigations, and the defense of clients in criminal
cases, with a particular emphasis on securities matters.
www.omm.com
https://www.sec.gov/Archives/edgar/data/1411494/000119312508077312/ds1.htm
Form S-1 - SEC.gov
Table of Contents. The information in this prospectus is not complete and may be changed. The securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is
effective.
www.sec.gov
https://www.wilmerhale.com/en/people/jamie-gorelick
Jamie Gorelick I
WilmerHale
EFTA00010781

=== Page 16 ===
Jamie Gorelick's career has spanned the legal, policy and corporate landscapes. As one of Washington's
best-known litigators, Ms. Gorelick has represented corporations and individuals in a wide array of matters,
particularly in the regulatory and enforcement arenas, involving issues as diverse as antitrust,
environmental regulation, securities enforcement, national security regulation, etc.
www.wilmerhale.com
https://www.wilmerhale.com/en/insights/news/former-director-of-the-fbi-robert-mueller-i-joins-wilmerhale.
Former Director of the FBI Robert Mueller III
Joins WilmerHale
WilmerHale is pleased to announce that Robert S. Mueller III is
joining the firm as a partner after serving as the sixth Director of
the Federal Bureau of Investigation (FBI), a position he took one
week prior to the September 11 attacks and held for 12 years
under two presidents.
www.wilmerhale.com
https://www.sec.gov/biography/avakian-stephanie
SEC.gov
| Stephanie Avakian
Stephanie Avakian was named Co-Director of the U.S. Securities and Exchange Commission's Division of
Enforcement in June 2017, after serving as Acting Director since December 2016.
www.sec.gov
SEC drops Apollo investigation after Kush Jr met with Harris at the WH
and Apollo gives Kush's some $$$$
And, Apollo gets $60 bil+ in inflows in 2018
Did I miss something?
Cheers!
You corrupt fucking scumbags
Christopher Dilorio
From: Chris Dilorio
Sent: Saturday, April 13, 2019 11:30 AM
EFTA00010782

=== Page 17 ===
Subject: Apollo/ Epstein/Kushner connection
Find a shell
Find a fraud
Enviromental Solutions Worldwide Inc
https://www.sec.gov/cgi-bin/browse-edgar?
action=getcompany&ClK=0001082278&owner=exclude&count=40&hidefilings=0
Florida?
Pennsylvania?
or
Canada?
Welcomed on Cromwell/Wimpfheimer OTCM
De registered in 2015 and Frozen in time
Literally
http://eswgroup.com/esw-group-corporate/our-board/
Our Board - ESW Group®
MARK YUNG Mr. Yung is Co-Founder and Managing Principal of
OCV Management, LLC ("OCV"), an investor, owner and operator
of technology and life science companies based in Los Angeles.
Previously, Mr. Yung was a Managing Director at Orchard Capital
Corp., a firm he joined in 2006. Through his affiliation with [...]
eswgroup.com
Dozens of filings by former Milken (ahem) right hand man Leon Black, Apollo, his family Trust, et al
Then,
There's this:
Has anyone (anyone) ever seen Pedophile Jeffrey Epstein on the other side of a trade?
The ONLY SEC filing of Epsteins' Financial Trust Company Inc is in
wait for it
Leon Black/Apollo Environmental Solutions Worldwide
https://www.sec.gov/Archives/edgar/data/1082278/000090901211000390/0000909012-11-000390-index.htmm
Enter the Amicus blocking release of Epstein docs
EFTA00010783

=== Page 18 ===
Krieger, Kim and Lewin
https://www.kkllp.com/
Krieger Kim & Lewin LLP
We are committed to providing the highest level of partner-driven representation in order to efficiently
achieve client objectives. Over the last decade, we have conducted and supervised dozens of federal
criminal trials involving some of the highest profile and most sensitive matters prosecuted by the United
States Government.
www.kklllp.com
Financial fraud appears to be a specialty of this recently formed/SDNY Alum firm
Now,
it gets VERY interesting
https://www.cnbc.com/2018/02/28/apollo-citigroup-loaned-kushner-companies-millions-new-york-times.html
Trump: Kushner's security clearance is up to
Kelly
Kushner even discussed the possibility of a White House job for
the founder of private equity firm Apollo, the New York Times
reported on Tuesday.
www.cnbc.com
Where another Milken protégé/Apollo founding partner Josh Harris was considered for a White House job
"Coindences"
https://nypost.com/2018/03/02/sec-dropped-probe-month-after-firm-aided-kushner-company/
SEC dropped probe month after firm aided
Kushner company
The feds last year dropped an investigation into a financial
company a month after the firm gave Jared Kushner's family real
estate business a $180 million loan, a new report said Friday.
There
nypost.com
Oh, baby
EFTA00010784

=== Page 19 ===
$60 billion+ inflows in 2018 for Apollo
https://www.businesswire.com/news/home/20180802005343/en/Apollo-Global-Management-LLC-Reports-
Quarter-2018
Apollo Global Management, LLC Reports
Second Quarter 2018 Results | Business Wire
NEW YORK--(BUSINESS WIRE)--Apollo Global Management, LLC
(NYSE:APO) (together with its consolidated subsidiaries, "Apollo")
today reported results for the second quarter ended June 30,
2018.
www.businesswire.com
Mr's Krieger,Kim,Boltz et al:
Discovery will be a hoot!
Fucking A
I am good
Cheers!
Christopher Dilorio
EFTA00010785


c1: EFTA00013672
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013672.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "Acosta, Alex (USAFLS)"
To:
(USAFLS)"
Subject: Read: Jeffrey Epstein
Date: Tue, 26 Aug 2008 17:37:37 +0000
Importance: Normal
EFTA00013672


c1: EFTA00010470
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010470.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USANYS)"
To:
(USANYS)"
(USANYS)"
i
)"
i
,
)"
i
,
)"
Cc:
(USANYS) [Contractor]"
,
,
(USANYS)"
Subject: FBI remarks
Date: Wed, 03 Jul 2019 23:26:33 +0000
Importance: Normal
Attachments: 07-02-2019_Sex_trafficking_arrest.docx; ATT00001.htm
Hi all,
Please see the attached draft remarks from the FBI. I looked them over quickly and they seem to track ours pretty
closely. Let me know if you see any issues. Thanks.
EFTA00010470


c1: EFTA00010149
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010149.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Cc:
Subject: RE: Maxwell trial fact witness travel -
Date: Sun, 14 Nov 2021 21:43:03 +0000
Attachments: Fact_Witness_Travel_Request
for_trial.docx
Hi Wendy,
Attached please find a fact witness travel request for another witness in the Maxwell trial-
I expect he'll
testify on 12/9 or 12/10. We would like to have him fly in on the morning of 12/8 and out on the evening of 12/10. Also,
just flagging that there is a chance that we will need to change his travel. Please let us know if you have any questions.
Thanks so much for all of your help!
Assistant United States Attorney
United States Attorney's Office
Southern District of New York
One St. Andrew's Plaza
New York, New York 10007
EFTA00010149


c1: EFTA00009826
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00009826.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Event: Epstein FOIA Next Steps - Noel Team
Start Date: 2021-04-13 20:00:00 +0000
End Date: 2021-04-13 20:30:00 +0000
Organizer:
Location:
Class: X-PERSONAL
Date Created: 2021-04-13 17:35:50 +0000
Date Modified: 2021-04-13 17:35:50 +0000
Priority: 5
DTSTAMP: 2021-04-13 17:08:36 +0000
Attendee:
Alarm: Display the following message 15m before start
Reminder
,
please let me know if this time doesn't work-
has availability tomorrow
as well. Thanks.
Please use dial in
with passcode
EFTA00009826


c1: EFTA00014086
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014086.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Ted Leopold
To:
(USAFLS)"
Subject: RE: Epstein Investigation
Date: Mon, 30 Jun 2008 21:22:13 +0000
Importance: Normal
Thanks
Original Message
From:
(USAFLS) [mailto:
Sent: Monday, June 30, 2008 5:13 PM
To: Ted Leopold
Subject: RE: Epstein Investigation
I will do so. Look forward to hearing from you.
Assistant U.S. Attorney
West Palm Beach, FL 33401
Phone
Fax
From: Ted Leopold [mailto:
Sent: Monday, June 30, 2008 5:13 PM
To:
(USAFLS)
Subject: RE: Epstein Investigation
Thanks
I will get back to you.
p.s., Tell
and
hello for me. Both are good friends for mine.
Original Message
From:
.
(USAFLS) [mailto:
Sent: Monday, June 30, 2008 5:00 PM
To: Ted Leopold
Subject: Epstein Investigation
Dear Ted: Here is my e-mail address and contact information.
Thank you for your assistance.
Assistant U.S. Attorney
West Palm Beach, FL 33401
Phone
Fax
EFTA00014086


c1: EFTA00010301
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010301.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
)"
To:
(NY) (FBI)"
(NY) (FBI)"
"
X
(SI) (FBI)"
i
,
(NY) (FBI)"
Cc:
1
(NYPD)"
i
)"
,
(USANYS)"
Bcc: "USAHUB-USAJournal111"
Subject: RE: [EXTERNAL EMAIL] - RE: Maxwell discovery review
Date: Tue, 20 Oct 2020 17:32:11 +0000
Embedded: RE: [EXTERNAL_EMAIL] - RE: Maxwell_discovery_review.msg
Sender:
Subject: RE: [EXTERNAL EMAIL] - RE: Maxwell discovery review
Message-Id:
<SN5P110MB05421EA7EEC11741834787E1921F0@SN5P110MB0542.NAMP110.PROD.OUTLOOK.COM>
To:
To:
To:
To:
Cc:
EFTA00010301


c1: EFTA00013214
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013214.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
Subject: FW: Computer Report
Date: Wed, 25 Sep 2019 13:22:17 +0000
Attachments: Copy_of_2019-010614_Summary_Timeline_Analysis.xlsx
I'm underwhelmed. We should get copies of the documents that Thomas opened at the beginning of his shift.
Subject: Computer Report
Attached is a timeline report of the digital forensic report conducted by the DOJ OIG Cyber team of the two computers
retrieved from the SHU.
U.S. Department of Justice
Office of the Inspector General
New York Field Office
One Battery Park Plaza, 29th Floor
New York, NY 10004
EFTA00013214


c1: EFTA00013675
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013675.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"
(USAFLS)"
To:
Subject: Read: RE: Epstein's Court Filings
Date: Thu, 17 Jul 2008 14:20:34 +0000
Importance: Normal
EFTA00013675


c1: EFTA00014108
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00014108.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USAFLS)"
To:
(USAFLS)"
Bcc:
(USAFLS)"
Subject: FW: Government's Motion to Seal
Date: Wed, 09 Jul 2008 18:07:12 +0000
Importance: Normal
Attachments: victim_Mot_seal_with_declaration.wpd; victim_Mot_seal.wpd
Hi
—
clearly thinks I am an idiot. But here is a corrected version of his motion, can you also
prepare a proposed order and the file tracking sheet?
<<victim_Mot_seal with declaration.wpd>>
Assistant U.S. Attorney
From:
(USAFLS)
Sent: Wednesday, July 09, 2008 1:47 PM
To:
(USAFLS)
Subject: Government's Motion to Seal
In preparation for this afternoon's filing, I have prepared a motion to seal, which is attached. I did not include
Epstein's name and made general assertions regarding the confidentiality of the negotiations. Please have
someone sign both the motion to seal, and the government's response, for me. We then need to prepare a
sealed document tracking sheet, to accompany the motion.
An original and one copy of the sealed document should be placed in two separate envelopes, with the case
number written on the outside. An original and one copy of the motion to seal should be filed with the Clerk.
Thanks.
<<victim_Mot_seal.wpd>>
EFTA00014108


c1: EFTA00010016
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010016.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: BOBBI C STERNHEIM
To:
Cc: Christian Everdell
>, , Laura Menninger
, Jeff Pagliuca
Subject: [EXTERNAL] Re: U.S. V. Maxwell S2 20 Cr. 330 (AJN)
Date: Tue, 09 Nov 2021 15:58:20 +0000
Attachments: Reply_to_Dkt_423.pdf
Courtesy copy of today's ECF filing-
Please note my new office address and preferred email address:
BOBBI C. STERNHEIM, ESQ.
Law Offices of Bobbi C. Sternheim
This message and any attached documents contain information from the Law Offices of Bobbi C. Sternheim
that may be confidential and/or privileged.
If you are not the intended recipient, you may not read, copy, distribute, or use this information.
If you have received this transmission in error, please notify the sender immediately by reply e-mail and
then delete this message. Thank you.
EFTA00010016


c1: EFTA00013910
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013910.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
U.S. Department of Justice
ORd
United States Attorney
Southern District of Florida
West Palm Beach, FL 33401
Facsimile:
June 27, 2008
VIA FACSIMILE
Jack A. Goldberger, Esq.
Atterbury, Goldberger & Weiss, P.A.
West Palm Beach, FL 33401-5015
Roy Black, Esq.
Black Srebnick Kornspan & Stumpf P.A.
Miami, FL 33131
Re:
Jeffrey Epstein
Dear Messrs. Goldberger and Black:
I write to follow up on my e-mail correspondence of June 24 and June 26, and my message
this morning. As of 3:15 p.m., Friday, June 27, 2008, the Office still has not received a copy of a
proposed plea agreement between Mr. Epstein and the State Attorney's Office, nor has the Office
received notice of a date and time for a change of plea.
As you know, the Non-Prosecution Agreement between Mr. Epstein and the Office called
for Mr. Epstein to plead, be sentenced, and begin serving his sentence not later than January 4,
2008-almost six months ago. The Office has continued that deadline to allow Mr. Epstein to raise
various issues with the Department of Justice, but repeatedly advised that, once those appeals were
completed, Mr. Epstein would need to perform the terms of the agreement within a short window
thereafter. Now that those appeals have been exhausted, we promptly informed counsel for Mr.
Epstein that he must enter his plea, be sentenced, and begin serving his sentence by 5:00 on Monday,
June 30, 2008.
This week I have sent two e-mails and left a message with Mr. Black's receptionist asking
for the date and time of the change of plea and for a copy of the proposed plea agreement between
Mr. Epstein and the State Attorney's Office in accordance with the terms of the Non-Prosecution
Agreement. I have received no response to any of those requests.
EFTA00013910

=== Page 2 ===
JACK GOLDBERGER, EsQ.
ROY BLACK, EsQ.
JUNE 27, 2008
PAGE 2 OF 2
I have received correspondence from counsel for a witness asking to cancel or continue the
witness's appearance because he "understand[s] that there has been a recent development with
respect to Mr. Epstein in that he intends to plead guilty in Florida state court on Monday pursuant
to a deferred prosecution agreement with your office that has already been executed" and that he has
"learned from Mr. Epstein's attorney that the plea is scheduled to take place on Monday morning."
I also understand that there is an entry on Judge McSorley's docket that a hearing is scheduled for
8:30 a.m. on Monday.
Both parties have agreed that it is a material term of the Non-Prosecution Agreement that
the United States shall have the right to review the terms of any agreements between Epstein and
the State Attorney's Office prior to entering into those agreements. If, indeed, the change of plea
is set for 8:30 Monday morning, the agreement with the State Attorney's Office must be provided
to the Office by 4:30 today to allow adequate time to review and comment. Failure to provide this
opportunity shall be deemed a breach of the Agreement.
Accordingly, I again ask that you provide me with a copy of the Plea Agreement with the
State Attorney's Office and notification of the date and time of the change of plea.
Thank you.
Sincerely,
R. Alexander Acosta
United States Attorney
By:
Assistant United States Attorney
cc:
EFTA00013911


c1: EFTA00013848
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013848.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
=
(USAFLS)"
To: "ROBERT C. JOSEFSBERG"
Subject: Out of Office AutoReply: Jeffrey Epstein
Date: Mon, 29 Dec 2008 22:32:47 +0000
Importance: Normal
I will be out of the office on Monday Dec. 22 and return Monday Jan 3.
EFTA00013848


c1: EFTA00011078
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00011078.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: Chris Dilorio
To:
"m.piwowar@milkeninstitute.com" <m.piwowar@milkeninstitute.com>
Subject: Fw: Apollo/ Epstein/Kushner connection
EFTA00011078

=== Page 2 ===
Date: Sun, 14 Apr 2019 19:04:05 +0000
A little Steffie Avakian//Heiss/O'Melveny/Wilmer Hale/ Apollo/Kushner Home Cooking!
https://www.omm.com/professionals/howard-e-heiss/
Howard E. Heiss - O'Melveny & Myers
Howard Heiss has an extensive litigation practice focused on
government regulatory investigations and enforcement actions,
grand-jury investigations, and the defense of clients in criminal
cases, with a particular emphasis on securities matters.
www.omm.com
https://www.sec.gov/Archives/edgar/data/1411494/000119312508077312/ds1.htm
Form S-1 - SEC.gov
Table of Contents. The information in this prospectus is not complete and may be changed. The securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is
effective.
www.sec.gov
https://www.wilmerhale.com/en/people/jamie-gorelick
Jamie Gorelick | WilmerHale
Jamie Gorelick's career has spanned the legal, policy and corporate landscapes. As one of Washington's
best-known litigators, Ms. Gorelick has represented corporations and individuals in a wide array of matters,
particularly in the regulatory and enforcement arenas, involving issues as diverse as antitrust,
environmental regulation, securities enforcement, national security regulation, etc.
www.wilmerhale.com
https://www.wilmerhale.com/en/insights/news/former-director-of-the-fbi-robert-mueller-i-joins-wilmerhale.
EFTA00011079

=== Page 3 ===
Former Director of the FBI Robert Mueller III
Joins WilmerHale
WilmerHale is pleased to announce that Robert S. Mueller III is
joining the firm as a partner after serving as the sixth Director of
the Federal Bureau of Investigation (FBI), a position he took one
week prior to the September 11 attacks and held for 12 years
under two presidents.
www.wilmerhale.com
https://www.sec.gov/biography/avakian-stephanie
SEC.gov
I
Stephanie Avakian
Stephanie Avakian was named Co-Director of the U.S. Securities and Exchange Commission's Division of
Enforcement in June 2017, after serving as Acting Director since December 2016.
www.sec.gov
SEC drops Apollo investigation after Kush Jr met with Harris at the WH
and Apollo gives Kush's some $$$$
And, Apollo gets $60 bil+ in inflows in 2018
Did I miss something?
Cheers!
You corrupt fucking scumbags
Christopher Dilorio
From: Chris Dilorio
Sent: Saturday, April 13, 2019 11:30 AM
To:
EFTA00011080

=== Page 4 ===
Subject: Apollo/ Epstein/Kushner connection
Find a shell
Find a fraud
Enviromental Solutions Worldwide Inc
https://www.sec.gov/cgi-bin/browse-edgar?
action=getcompany&CIK=0001082278&owner=exclude&count=40&hidefilings=0
Florida?
Pennsylvania?
or
Canada?
Welcomed on Cromwell/Wimpfheimer OTCM
De registered in 2015 and Frozen in time
Literally
http://eswgroup.com/esw-group-corporate/our-board/
Our Board - ESW Group®
MARK YUNG Mr. Yung is Co-Founder and Managing Principal of
OCV Management, LLC ("OCV"), an investor, owner and operator
of technology and life science companies based in Los Angeles.
Previously, Mr. Yung was a Managing Director at Orchard Capital
Corp., a firm he joined in 2006. Through his affiliation with [...]
eswgroup.com
Dozens of filings by former Milken (ahem) right hand man Leon Black, Apollo, his family Trust, et al
Then,
There's this:
Has anyone (anyone) ever seen Pedophile Jeffrey Epstein on the other side of a trade?
The ONLY SEC filing of Epsteins' Financial Trust Company Inc is in
wait for it
Leon Black/Apollo Environmental Solutions Worldwide
https://www.sec.gov/Archives/edgar/data/1082278/000090901211000390/0000909012-11-000390-index.htmm
Enter the Amicus blocking release of Epstein docs
Krieger, Kim and Lewin
https://www.kkllp.com/
Krieger Kim & Lewin LLP
We are committed to providing the highest level of partner-driven representation in order to efficiently
achieve client objectives. Over the last decade, we have conducted and supervised dozens of federal
EFTA00011081

=== Page 5 ===
criminal trials involving some of the highest profile and most sensitive matters prosecuted by the United
States Government
www.kklllp.com
Financial fraud appears to be a specialty of this recently formed/SDNY Alum firm
Now,
it gets VERY interesting
https://www.cnbc.com/2018/02/28/apollo-citigroup-loaned-kushner-companies-millions-new-york-times.html
Trump: Kushner's security clearance is up to
Kelly
Kushner even discussed the possibility of a White House job for
the founder of private equity firm Apollo, the New York Times
reported on Tuesday.
www.cnbc.com
Where another Milken protégé/Apollo founding partner Josh Harris was considered for a White House job
"Coindences"
https://nypost.com/2018/03/02/sec-dropped-probe-month-after-firm-aided-kushner-company/
SEC dropped probe month after firm aided
Kushner company
The feds last year dropped an investigation into a financial
company a month after the firm gave Jared Kushner's family real
estate business a $180 million loan, a new report said Friday.
There
nypost.com
Oh, baby
$60 billion+ inflows in 2018 for Apollo
https://www.businesswire.com/news/home/20180802005343/en/Apollo-Global-Management-LLC-Reports-
Quarter-2018
EFTA00011082

=== Page 6 ===
Apollo Global Management, LLC Reports
Second Quarter 2018 Results
|
Business Wire
NEW YORK--(BUSINESS WIRE)--Apollo Global Management, LLC
(NYSE:APO) (together with its consolidated subsidiaries, "Apollo")
today reported results for the second quarter ended June 30,
2018.
www.businesswire.com
Mr's Krieger,Kim,Boltz et al:
Discovery will be a hoot!
Fucking A
I am good
Cheers!
Christopher Dilorio
EFTA00011083


c1: EFTA00013609
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013609.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
"Acosta, Alex (USAFLS)"
<AAcosta@usa.doj.gov>)
Subject: RE: Epstein Documents
Date: Fri, 14 Sep 2007 17:03:42 +0000
Importance: Normal
has agreed to help finalize this. I will be out of town beginning tomorrow.
From:
Sent: Friday, September 14, 2007 9:52 AM
To:
Acosta, Alex (USAFLS);
Subject: Epstein Documents
Here are the proposed plea agreement and information. If any changes need to be made, please contact
via e-mail or at
I will be out the rest of the day, but you can get me a
, and I will be
able to access e-mail over the weekend.
Thank you!
<< File: Information charging 1512 and 113.wpd >>
« File: OLY Plea Agreement v4 1512 and 113 violations.wpd >>
Assistant U.S. Attorney
500 S. Australian Ave, Suite 400
West Palm Beach, FL 33401
EFTA00013609


c1: EFTA00010132
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010132.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS) [Contractor]"
To:
)"
(USANYS) [Contractor]"
Cc:
(USANYS)"
)"
X
)"
i
)"
Subject: RE: letter referencing Ghislaine Maxwell
Date: Tue, 09 Nov 2021 14:47:16 +0000
Just added this to the next pending NTW 3500 folder. Thanks!
From:
Sent: Tuesday, November 9, 2021 9:07 AM
To:
(USANYS) [Contractor]
(USANYS) [Contractor]
Cc
(USANYS)
>;
>;
is
Subject: FW: letter referencing Ghislaine Maxwell
could you please add this to NTW 3500? Thanks.
From:
(CRM)
Sent: Tuesday, November 9, 2021 7:33 AM
To:
>;
)
V.
in
)
is
(USANYS)
Subject: letter referencing Ghislaine Maxwell
Colleagues,
My office received the attached email as citizen correspondence. Because it references Jeffrey Epstein and
Ghislaine Maxwell, I am forwarding it to you for whatever consideration you deem appropriate. Consistent
with our standard response, we will simply advise the writer to contact the FBI. Please let me know if you have
any questions. Thanks very much,
Deputy Chief for Policy and Legislation
Child Exploitation and Obscenity Section
U.S. Department of Justice
(mobile)
EFTA00010132


c1: EFTA00013834
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013834.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From: "Alan Dershowitz"
To:
Subject: Re: It was nice having a drink
Date: Fri, 20 Mar 2009 21:45:11 +0000
Importance: Normal
Dear
Sorry I couldn't get back to you earlier with the name and number. I will have it for you on Monday. I really appreciate your
willingness to make the call. You are a real mensch.
Best
Akan
Sent via BlackBerry by AT&T
Original Message
From:
Date: Thu, 19 Mar 2009 10:11:50
To:
Subject: RE: It was nice having a drink
Alan,
It was great seeing you and your beautiful family as well. As we were
talking, I couldn't help but think that Don Rickles once referred to
that same area as "G-d's waiting room." What a transformation!
Hopefully, you'll be coming down for many years to come and I look
forward to maintaining and growing our friendship.
Regarding Mr. Epstein, the United States Attorney's Office will not
interfere with how the Palm Beach Sheriff's Office administers the
sentence imposed by the Court. That being said, this does not mean that
the USAO condones or encourages PBSO to mitigate the terms and
conditions of his sentence. Furthermore, it does not mean that, if
contacted for our position concerning alternative custody or in-home
detention, we would not object. To be clear, if contacted we will
object. Naturally, I also expect that no one on behalf of Mr. Epstein
will use my assurance to you to affirmatively represent to PBSO that the
USAO does not object to an alternative custody or in-home detention.
Have a safe trip back to Boston and I look forward to reading your new
book. Take care,
Original Message
From: Alan Dershowitz [mailto
Sent: Wednesday, March 18, 2009 5:59 PM
To:
Subject: It was nice having a drink
Dear
It was so nice having a relaxed drink and conversation on the porch of
our neighborhood bistro. Now you see why we love this location so much
and want to make it our second (and perhaps our first) home. I
appreciate your kind words of advice, encouragement and friendship.
EFTA00013834

=== Page 2 ===
I also appreciate your candoir and directness about the difficult and
emotioally exhausting case we both went through. I especially appreciate
your assurance that the feds will not interfere with how the Palm Beach
sheriff administers jefferey's sentence as long as he is treated like
any similarly situated inmate. My understanding is that if the sheriff
were to decide, in the normal course of events, that the circumstances
warranted Jeffrey completing the custodial portion of his sentence under
alternative custody/in-home detention, your office would not intrude.
Thanks again for meeting me on such short notice. I will keep you
apprised of our rental or purchase plans and am looking forward to
spending time with you and your life when we return in November.
Best
Alan
Sent via BlackBerry by AT&T
EFTA00013835


c1: EFTA00013446
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013446.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To:
(USANYS)"
Subject: Re: Fwd:
Date: Thu, 07 May 2020 22:11:54 +0000
Yes
Sent from my iPhone
On May 7, 2020, at 5:23 PM,
(USANYS)
wrote:
Good for me. Work for you?
Sent from my iPhone
Begin forwarded message:
From:
(CID) (FBI)"
Date: May 7, 2020 at 5:11:45 PM EDT
To:
(USANYS)"
Cc:
(USANYS)"
Subject: RE:
How about Monday 11am?
-
On May 7, 2020 17:10,
(USANYS)"
wrote:
Great. We're still working remotely, but perhaps we could set up a call for early next week? Would Monday or
Tuesday work for you?
From:
(CID) (FBI)
Sent: Thursday, May 7, 2020 5:09 PM
To:
(NY) (FBI)
is
(USANYS)
Cc:
(USANYS)
Subject: RE:
,
Let me know what works for you and
,
I am back from DC and am available to meet anytime.
-
On May 7, 2020 17:06, "
(USANYS)"
wrote:
Thanks very much,
And thanks for the virtual introduction.
welcome and very much look forward to
working with you. Once you're settled,
and I would love to set up a time to talk through this and some of the
other cases we have going with your squads.
EFTA00013446

=== Page 2 ===
And thanks very much for everything over the past few months,
Really appreciate it. I have no doubt we will
continue to talk regularly about MCC and our other cases together.
Best,
From:
(NY) (FBI)
Sent: Thursday, May 7, 2020 10:53 AM
To:
(USANYS)
Cc:
(CID) (FBI)
>;
(USANYS)
Subject:
Thank you for the call and the update on the Epstein investigation with regard to charging Ghislaine Maxwell.
As I mentioned,
(copied) has been chosen as the permanent ASAC for the NYO's Violent Crime/Gang
Branch of the Criminal Division.
will be coordinating with you,
and the rest of the team as we move
forward.
To rehash some of the points regarding Maxwell to get
up to speed with the latest:
SDNY is close to a final decision on charging Maxwell regarding her complicity in Epstein's sex trafficking
FBI believes (as of January) that Maxwell is still living with a friend in the Boston suburb of Manchester by the Sea
Confirmed by historical pen register with cell site location and subpoenas to Amazon for delivery location
Since traditional surveillance, including a pole camera, are not suitable due to the secluded location, and in order to
get more recent information, you propose getting a renewed pen register and Amazon subpoena. Additionally, you
and the team may seek to get a mail cover.
It was a pleasure working with you,
and the team for the last several months.
,
Good luck moving forward with the case.
Best regards,
Supervisory Special Agent
FBI New York
EFTA00013447


c1: EFTA00010582
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00010582.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
(USANYS)"
To: "Berman, Geoffrey (USANYS)"
Subject: Automatic reply: Epstein; JMD Media Guideline
Date: Fri, 28 Jun 2019 15:06:29 +0000
Importance: Normal
I am out of the office today, Friday, June 28. If you need assistance today, please contact
, at
or
-
Thank you.
EFTA00010582


c1: EFTA00013497
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00013497.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
From:
To:
Subject: Re: jeffrey epstein
Date: Fri, 21 Sep 2007 17:43:27 +0000
Importance: Normal
Thanks
Sent from my GoodLink synchronized handheld (www.good.com)
Original Message
From:
Sent:
Friday, September 21, 2007 12:46 PM Eastern Standard Time
To:
Subject:
Re: jeffrey epstein
She has not been in any negotiations. Don't even engage with yet another cook.
Sent from my BlackBerry Wireless Handheld
Original Message
From:
To:
Sent: Fri Sep 21 11:18:35 2007
Subject: FW: jeffrey epstein
Do you know what she's talking about?
Sent from my GoodLink synchronized handheld (www.good.com)
Original Message
From: Lilly Ann Sanchez [mailto
Sent:
Friday, September 21, 2007 10:24 AM Eastern Standard Time
To:
Subject:
jeffrey epstein
i know you are on vacation in a different time zone, however, i want to finalize the plea deal and there is only one issue
outstanding and i do not believe that
has read all the defense submissions that would assist in his determination on
this point
upon resolution, we will be prepared to sign as soon as today.
you are only one left in chain of command on this case with
gone.
please call me if you have a moment i would like your thoughts on this.
Lilly Ann Sanchez, Esq.
FOWLER WHITE BURNETT P.A.
Espirito Santo Plaza, 14th Floor
1395 Brickell Avenue
Miami, Florida 33131-3302
**TAX MATTERS- IRS Circular 230 Disclosure: To ensure compliance
EFTA00013497

=== Page 2 ===
with requirements imposed by the IRS, we inform you that any tax
advice contained in this communication (including attachments) was
not intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties under the Internal Revenue Code
or (ii) promoting, marketing or recommending to another party any
transaction or matter addressed herein. If you would like such advice,
please contact us.
***Attention: The information contained in this E-mail message
is attorney privileged and confidential information intended only
for the use of the individual(s) named above. If the reader of this
message is not the intended recipient, you are hereby notified that any
dissemination, distribution or copy of this communication is strictly
prohibited. If you have received this communication in error, please
contact the sender by reply E-mail and destroy all copies of the original
message. Thank you.
EFTA00013498


c1: EFTA00012111
c2: DataSet 8
c3: VOL00008
c4: DataSet 8/VOL00008/IMAGES/0001/EFTA00012111.pdf
c6: pdf
c7: images
c0:
=== Page 1 ===
DocuSign Envelope ID: 5F5A5466-1857-4351-A244-A6FD438E6749
ASSIGNMENT OF SPECIAL
Special Registration Number
N188TH
REGISTRATION NUMBERS
US Department
Aircraft Make and Model
Present Registration Number
of Transportation
RAYTHEON AIRCRAFT COMPANY 400A
N188TS
Federal Aviation
Serial Number
Issue Date:
Accepted IR Apr/07/2021
Administration
RK-244
Mar 11, 2021
ICAO AIRCRAFT ADDRESS CODE FOR N188TH - 50260025
This is your authority to change
the United States registration
number on the above described
THORAIR LLC
aircraft to the special
registration number shown
SANDUSKY OH 44871-2218
Carry duplicate of this form in the
aircraft together with the
old registration certificate as
interim authority to operate the
aircraft pending receipt of revised
certificate of aircraft registration.
The latest FAA Form 8130-6,
Application For Airworthiness
on file Is dated:
Mar 06, 2014
The airworthiness classification
and category:
STD TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, Aircraft Registration Branch, within 5 days
after the special registration number is placed on the aircraft. A revised certificate of aircraft registration will then be issued.
Obtain a revised certificate of airworthiness from your nearest Flight Standards District Office.
The authority to use the special number expires: Mar 11, 2022
CERTIFICATION: I certify that the special registration number was placed
RETURN FORM TO:
on the aircraft described above.
Civil Aviation Registry
Aircraft Registration Branch
Signature of Owner.
Oklahoma City, Oklahoma 73125-0504
Title of Owner: President, ThorSport Inc, member
Date Placed on Aircraft: march 28, 2021
AC FORM 8050-64 (5/2005) Supersedes Previous Edition
PRIORITY
EFTA00012111

=== Page 2 ===
EFTA00012112
FILED WITH FAA
AIRCRAFT
REGISTRATION BR
2021 APR -6 PM 3: 05
OKLAHOMA CITY
OKLAHOMA

=== Page 3 ===
ACTION
We would like to change our current registration number and hold it until aircraft is finished being built.
Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by
Accepted IR Apr/07/2021
ThorAir. We would like to hold N188TS and put N188TH on the BE-40 RK-244.
0
Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold
N188TS until further notice.
If you have any question please feel free to call
(Chief Pilot) at
or email
at hmcdonald@thorsport.com
Please send all documents to
Sandusky Ohio
44871
Signed by:
Date: 12/28/2020
Title:
210110812144
$10.00 01/11/2021
210110813507
$10.00 01/11/2021
EFTA00012113

=== Page 4 ===
EFTA00012114
FILED WITH FAA
AIRCRAFT
REGISTRATION BR
2021 JAN 11 AM 8: 36
OKLAHOMA CITY
OKLAHOMA
Yours

=== Page 5 ===
OMB Control Number 2120-0729
Expires 04/30/17
Paperwork Reduction Act Statement: The information collected on this form is necessary to maintain aircraft registration. We estimate that it will take approximately 30
minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a
valid OMB control number. Form Approved. OMB No. 2120-0729 "Comments concerning the accuracy of this burden and suggestions for reducing the burden should be
directed to the FAA at:
Washington, DC 20591. ATTN: Information Collection Clearance Officer, AES-200."
FAILURE TO RENEW REGISTRATION WILL
DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
RESULT IN CANCELLATION OF REGISTRATION
AIRCRAFT REGISTRATION RENEWAL APPLICATION
AND REGISTRATION NUMBER ASSIGNMENT
(See 14 C.F.R. §§ 47.15(i), 47.40 and 47.41)
AIRCRAFT REGISTRATION NUMBER
SERIAL NUMBER
N 188TS
RK-244
MANUFACTURER
MODEL
RAYTHEON AIRCRAFT COMPANY
400A
DATE OF ISSUANCE
DATE OF EXPIRATION
TYPE OF REGISTRATION
12/31/2013
12/31/2022
LLC
ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE
HELPFUL INFORMATION
(Owner 1) THORAIR LLC
Review Aircraft Registration File Information for this aircraft
at: http://registry.faa.gov/aircraftinquiry.
(Owner 2)
Note: Enter any additional owner names on page two.
Assistance may be obtained
at our web page: http://registry.faa.gov/renewregistration,
(Address)
by e-mail at: faa.aircraft.registry@faa.gov.or
(Address)
by telephone at::
(toll free), or
City SANDUSKY
State OH Zip 44871-2218
When mailing fees, please use a check or money order made
Country UNITED STATES
payable to the Federal Aviation Administration
Physical Address: Required when mailing address is a P.O. Box or mail drop.
Signature and Title Requirements for Common Registration Types:
(Address)
- Individual
owner must sign, title would be "owner".
Partnership
general partner signs showing "general partner" as
(Address)
title.
City SANDUSKY
State OH Zip 44870
- Corporation
corporate officer or manager signs, showing full title.
Country UNITED STATES
- Limited Liability Co
authorized member, manager, or officer identified in
the LLC organization document signs, showing full title.
TO RENEW REGISTRATION: REVIEW aircraft registration information,
Co-owner
each co-owner must sign; showing "co-owner" as title.
- Government
authorized person must sign and show their full title.
SELECT the appropriate statement, ENTER any change in address in the
spaces below, SIGN. DATE, & SEND form with the $5 renewal fee to the:
Note: All signatures must be in ink, or other permanent media.
FAA Aircraft Registry, PO Box 25504, Oklahoma City OK 73125-0504, or
To correct entries: Draw a single line through error. Make correct entry in
by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937
remaining space, or complete the form on-line. An application form will be
rejected if any entry is covered by correction tape or similarly obscured.
I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES
TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT:
FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP
MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR $47.3, AIRCRAFT IS
CHECK All applicable block(s) below, COMPLETE SIGN. DATE & MAIL
NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY.
this form with any fees to the: FAA Aircraft Registry,
PO Box 25504, Oklahoma City, OK, 73125-0504, or by courier to:
UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW.
6425 S Denning Rm. 118, Oklahoma City OK 73169-6937
I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF
THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP
CANCELLATION OF REGISTRATION IS REQUESTED.
REQUIREMENTS OF 14 CFR $47.3, AIRCRAFT IS NOT REGISTERED
THE AIRCRAFT WAS SOLD TO:
UNDER THE LAWS OF ANY FOREIGN COUNTRY.
(Show purchaser's name and address.)
NEW MAILING ADDRESS
THE AIRCRAFT IS DESTROYED OR SCRAPPED.
NEW PHYSICAL ADDRESS: complete if physical address has changed, or
THE AIRCRAFT WAS EXPORTED TO:
the new mailing address is a PO Box or Mail Drop.
OTHER, Specify
PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME
AND ADDRESS. The $10 reservation fee is enclosed.
SIGNATURE OF OWNER 1 (required field)
PRINTED NAME OF SIGNER (required field)
TITLE
(required field)
DATE
Electronically Certified by Registered Owners
7/17/2019
SIGNATURE OF OWNER 2
PRINTED NAME OF SIGNER
TITLE
DATE
Use page 2 for additional signatures.
Fee paid: $5 (201907171106133717NB)
AC Form 8050-1B (04/12)
EFTA00012115

=== Page 6 ===
EFTA00012116

=== Page 7 ===
OMB Control Number 2120-0729
Expires 04/30/17
Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print
this page by pressing the 'Print Page 2' button below. Next click the 'Reset' button to clear the data fields (from page 2
only) to add more names. Repeat action as needed.
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
AC Form 8050-1B (04/12)
REF N-NUM: 188TS
EFTA00012117

=== Page 8 ===
EFTA00012118

=== Page 9 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 188TS
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT
JANUARY 1, 2019
(SEE RECORDED CONVEYANCE RT008294 DOC ID 4587)
FROM
DOCUMENT NO.
THORAIR, LLC
LT021884
TO OR ASSIGNED TO
DATE RECORDED
FIFTH THIRD BANK
MAR 18, 2019
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N188TS
WMINT FJ443AP 2527676
WMINT FJ443AP 252768
REGAR-23R (08/09)
EFTA00012119

=== Page 10 ===
EFTA00012120

=== Page 11 ===
5/3
FIFTH THIRD BANK
AMENDMENT No. 2 TO
AIRCRAFT SECURITY AGREEMENT
THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement
dated as of December 27, 2013 (the "Agreement"), by and between FIFTH THIRD BANK, as Secured
Party ("Secured Party" and/or "Lender"), and THORAIR, LLC, as Grantor ("Grantor and/or Borrower").
Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them in the
Agreement.
WHEREAS, the Borrower and the Lender are parties to an Aircraft Security Agreement dated as
of December 27, 2013, which was recorded by the Federal Aviation Administration on February 28, 2014,
and assigned Conveyance No. RT008294 (as amended, the "Loan Agreement"); and
LT021884 Conveyance Recorded Mar/18/2019 11:13 AM FAA
WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modify the
interest rate and payments applicable to the Loan under the Loan Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each party to this Amendment agrees, as follows:
1.
Section .1(aa) of the Loan Agreement is hereby restated as follows:
"a)
'Loan Documents' means, collectively, this Agreement as amended by Amendment No.
1 to Aircraft Security Agreement dated February 1, 2016, Amendment No. 2 dated January 1, 2019, the
Note, the Guaranty(s), an IDERA in favor of Secured Party, the Rate Management Agreement and all
other documents prepared by Secured Party and now or hereafter executed in connection therewith and
all amendments, restatements, modifications and supplements thereto.
2.
Section 9.1(gg) of the Loan Agreement is hereby restated as follows:
"bb) 'Note' means that certain Amended and Restated Promissory Note by Borrower,
as maker, in favor of Lender, as holder, dated effective January 1, 2019, in the amended
principal amount of $**as the same may be renewed, extended or modified from time to
time.
3.
The Borrower agrees to pay all costs and expenses of the Lender in connection with the
preparation, execution and delivery of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel and FAA
counsel for the Lender).
4.
This Amendment shall become effective when, the Lender shall have received (I) a counterpart of
this Amendment executed by the Borrower, and (ii) an Amended and Restated Promissory Note executed
by the Borrower In favor of Lender (collectively, the "Amendment Documents").
THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE
GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
{Remainder of page intentionally left blank. Signature page follows.}
¥ (the"FAA")
**see Schedule A
withthe FHA
190311251245
CAR
$15.00 01/31/2019
CERT
Classification: Restricted
1
A
EFTA00012121

=== Page 12 ===
EFTA00012122
FILED WITH FAA
REGISTRATION
2019 JAN 31 PM 12: 33
OKLAHOMA CITY

=== Page 13 ===
Except as modified herein, all of the terms, covenants and conditions of the Agreement shall remain in full
force and effect and are in all respects hereby ratified and affirmed.
IN WITNESS WHEREOF, Secured Party and Grantor have executed this Amendment as of the date first
above written.
Secured Party:
Grantor:
FIFTH THIRD BANK
THORAIR, LLC
By:
By:
Name:
Name:
Title:
SUP
Title: resident of ThorSport, Inc., its Member
Classification: Restricted
2
EFTA00012123

=== Page 14 ===
EFTA00012124

=== Page 15 ===
SCHEDULE A
Intentionally omitted for FAA filing purposes as it contains confidential financial information.
Classification: Restricted
3
EFTA00012125

=== Page 16 ===
EFTA00012126
REGISTRATION BRATION BR
2019 JAN 31 PM 12:33
OKLAHOMA CITY
OKLAHOMA

=== Page 17 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828
ORIG #5872 FFR 1/31/2019 RET'd TO C&D
See Recorded Conveyance RT008294 Doc ID 4587
EFTA00012127

=== Page 18 ===
EFTA00012128

=== Page 19 ===
OMB Control Number 2120-0729
Expires 04/30/17
Paperwork Reduction Act Statement: The information collected on this form is necessary to maintain aircraft registration. We estimate that it will take approximately 30
minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a
valid OMB control number. Form Approved. OMB No. 2120-0729 "Comments concerning the accuracy of this burden and suggestions for reducing the burden should be
directed to the FAA at:
Washington, DC 20591. ATTN: Information Collection Clearance Officer, AES-200."
FAILURE TO RENEW REGISTRATION WILL
DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION
RESULT IN CANCELLATION OF REGISTRATION
AIRCRAFT REGISTRATION RENEWAL APPLICATION
AND REGISTRATION NUMBER ASSIGNMENT
(See 14 C.F.R. §§ 47.15(i), 47.40 and 47.41)
AIRCRAFT REGISTRATION NUMBER
SERIAL NUMBER
N 188TS
RK-244
MANUFACTURER
MODEL
RAYTHEON AIRCRAFT COMPANY
400A
DATE OF ISSUANCE
DATE OF EXPIRATION
TYPE OF REGISTRATION
12/31/2013
12/31/2019
CORPORATION
ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE
HELPFUL INFORMATION
(Owner 1) THORAIR LLC
Review Aircraft Registration File Information for this aircraft
at: http://registry.faa.gov/aircraftinquiry.
(Owner 2)
Note: Enter any additional owner names on page two.
Assistance may be obtained
(Address)
at our web page: http://registry.faa.gov/renewregistration,
by e-mail at: faa.aircraft.registry@faa.gov.or
(Address)
by telephone at::
(toll free), or
City SANDUSKY
State OH Zip 44871-2218
When mailing fees, please use a check or money order made
Country UNITED STATES
payable to the Federal Aviation Administration
Physical Address: Required when mailing address is a P.O. Box or mail drop.
Signature and Title Requirements for Common Registration Types:
(Address)
- Individual
owner must sign, title would be "owner".
- Partnership
general partner signs showing "general partner" as
(Address)
title.
City SANDUSKY
State OH Zip 44870
- Corporation
corporate officer or manager signs, showing full title.
Country UNITED STATES
- Limited Liability Co
authorized member, manager, or officer identified in
the LLC organization document signs, showing full title.
TO RENEW REGISTRATION: REVIEW aircraft registration information,
Co-owner
each co-owner must sign; showing "co-owner" as title.
- Government
SELECT the appropriate statement, ENTER any change in address in the
authorized person must sign and show their full title.
spaces below, SIGN. DATE, & SEND form with the $5 renewal fee to the:
Note: All signatures must be in ink, or other permanent media.
FAA Aircraft Registry, PO Box 25504, Oklahoma City OK 73125-0504, or
To correct entries: Draw a single line through error. Make correct entry in
by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937
remaining space, or complete the form on-line. An application form will be
rejected if any entry is covered by correction tape or similarly obscured.
I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES
FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP
TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT:
MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR $47.3, AIRCRAFT IS
CHECK All applicable block(s) below, COMPLETE SIGN. DATE & MAIL
NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY.
this form with any fees to the: FAA Aircraft Registry,
PO Box 25504, Oklahoma City, OK, 73125-0504, or by courier to:
UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW.
6425 S Denning Rm. 118, Oklahoma City OK 73169-6937
I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF
THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP
CANCELLATION OF REGISTRATION IS REQUESTED.
REQUIREMENTS OF 14 CFR $47.3, AIRCRAFT IS NOT REGISTERED
THE AIRCRAFT WAS SOLD TO:
UNDER THE LAWS OF ANY FOREIGN COUNTRY.
(Show purchaser's name and address.)
NEW MAILING ADDRESS
THE AIRCRAFT IS DESTROYED OR SCRAPPED.
NEW PHYSICAL ADDRESS: complete if physical address has changed, or
THE AIRCRAFT WAS EXPORTED TO:
the new mailing address is a PO Box or Mail Drop.
OTHER, Specify
PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME
AND ADDRESS. The $10 reservation fee is enclosed.
SIGNATURE OF OWNER 1 (required field)
PRINTED NAME OF SIGNER (required field)
TITLE
(required field)
DATE
Electronically Certified by Registered Owners
7/18/2016
SIGNATURE OF OWNER 2
PRINTED NAME OF SIGNER
TITLE
DATE
Use page 2 for additional signatures.
Fee paid: $5 (201607180909154645NB)
AC Form 8050-1B (04/12)
EFTA00012129

=== Page 20 ===
EFTA00012130

=== Page 21 ===
OMB Control Number 2120-0729
Expires 04/30/17
Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print
this page by pressing the 'Print Page 2' button below. Next click the 'Reset' button to clear the data fields (from page 2
only) to add more names. Repeat action as needed.
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
NAME OF OWNER
DATE
SIGNATURE
PRINTED NAME OF SIGNER
TITLE
AC Form 8050-1B (04/12)
REF N-NUM: 188TS
EFTA00012131

=== Page 22 ===
EFTA00012132

=== Page 23 ===
2
ASSIGNMENT OF SPECIAL
Special Registration Number
N188TS
REGISTRATION NUMBERS
U.S. Department
Aircraft Make and Model
Present Registration Number
of Transportation
RAYTHEON AIRCRAFT COMPANY 400A
N493LX
Accepted AB May/06/2014
Federal Aviation
Serial Number
Issue Date:
Administration
RK-244
Apr 03, 2014
ICAO AIRCRAFT ADDRESS CODE FOR N188TS - 50260036
This is your authority to change
the United States registration
number on the above described
THORAIR LLC
aircraft to the special
registration number shown.
SANDUSKY OH 44871-2218
Carry duplicate of this form in the
aircraft together with the
old registration certificate as
interim authority to operate the
aircraft pending receipt of revised
certificate of registration.
Obtain a revised certificate of
airworthiness from your near-
est Flight Standards District
Office
The latest FAA Form 8130-6,
Application For Airworthiness
on file is dated:
Dec 29, 2013
The airworthiness classification
and category:
STD TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special
registration number is placed on the aircraft. A revised certificate will then be issued.
The authority to use the special number expires: Apr 03, 2015
CERTIFICATION: I certify that the special registration number was placed
RETURN FORM TO:
on the aircraft described above.
Civil Aviation Registry, AFS-750
Oklahoma City, Oklahoma 73125-0504
Date Placed on Aircraft: 4/10/14
AC FORM 8050-64 (5/2005) Supersedes Previous Edition
EFTA00012133

=== Page 24 ===
EFTA00012134
FILED
RCRAFT BR
2014 APR 14 PM 1 23
OKLAHOMA CITY
OKLAHOMA

=== Page 25 ===
$20
ACTION
I
A
NCG
Insured Aircraft Title Service, Inc.
Accepted AB May/06/2014
T
S
FEDERAL AVIATION ADMINISTRATION
CENTRAL RECORDS DIVISION
OKLAHOMA CITY, OKLAHOMA
Date:
March 6, 2014
Dear Sir/Madam:
Please Reserve N
in NAME ONLY for:
E1
N# Change Request
Please Reserve N 188TS
and assign for the following aircraft:
1
N 493LX Make Raytheon Aircraft Co. Model
400A
Serial #
RK-244
Which is (1) being purchased by
(2) registered to
XXX
:
THORAIR, LLC
Sandusky, OH 44870
Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not
available, please contact the undersigned for a selection of a new number. Please send the confirmation of
reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA.
Additional Information:
Requested by:
140651354372
$20.00 03/06/2014
EFTA00012135

=== Page 26 ===
EFTA00012136
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2014 MAR 6 PM 1 27
OKLAHOMA CITY
OKLAHOMA

=== Page 27 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226
RECEIPT #140210836122 $10.00 01/21/2014.
REFUNDED $20 ON RECEIPT #140651354372 BY MS ON 4/3/2014.
NUMBER CHANGE REQUEST DOC ID #4340 FFR 01/21/2014 RET'D.
EFTA00012137

=== Page 28 ===
EFTA00012138

=== Page 29 ===
MEMORANDUM TO THE FILE
RT
February 28, 2014
ID
DATE
AIRCRAFT: N493LX
DOCUMENT RETURNED February 28, 2014
(date)
Date received: January 21, 2014
Reason returned: Cy B/S #4342 returned not needed. See Rec Conv #MC016800 Doc Id #2858
EFTA00012139

=== Page 30 ===
EFTA00012140

=== Page 31 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free: 1-
Administration
WEB Address:
Date of Issue: December 31, 2013
THORAIR LLC
SANDUSKY, OH 44871-2218
Fax
ATTENTION: IATS
T139138
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jan
30, 2014.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (03/10)
EFTA00012141

=== Page 32 ===
EFTA00012142

=== Page 33 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved
TYPE OF CONVEYANCE
DATE EXECUTED
AIRCRAFT SECURITY AGREEMENT
DECEMBER 27, 2013
FROM
DOCUMENT NO.
THORAIR LLC
RT008294
TO OR ASSIGNED TO
DATE RECORDED
FIFTH THIRD BANK
FEB 28, 2014
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N493LX
WMINT FJ44-3AP 252767
WMINT FJ44-3AP 252768
AFS-750-23R (08/09)
EFTA00012143

=== Page 34 ===
EFTA00012144

=== Page 35 ===
Aircraft Security Agreement
between
RT008294 Conveyance Recorded Feb/28/2014 06:34 AM FAA
THORAIR, LLC
as the Grantor
and
FIFTH THIRD BANK,
as the Secured Party
Dated as of December 27, 2013
(N493LX)
FAA Authorization Code
International Registration File Number(s):
Airframe
Engine #1
Engine #2
133641455107
$46.00 12/30/2013
CAR
$15.00 12/30/2013
CE R77
A
EFTA00012145

=== Page 36 ===
EFTA00012146
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 2 48
OKLAHOMA CITY
OKLAHOMA

=== Page 37 ===
TABLE OF CONTENTS
ARTICLE 1. GRANT OF SECURITY INTEREST
Section 1.1
Grant of Security Interest
Section 1.2
Grant Effective
Section 1.3
Filing of Financing Statements and Continuation Statements
Section 1.4
Delivery & Acceptance
Section 1.5
Additional Documents, Information
ARTICLE 2. COVENANTS
Section 2.1
Registration and Operation
Section 2.2
Records and Reports
Section 2.3
Maintenance
Section 2.4
Replacement of Parts
Section 2.5
Alterations, Modifications and Additions
Section 2.6
Maintenance of Other Engines
Section 2.7
Payment of Obligations
Section 2.8
Change of Name or Location
Section 2.9
Inspection
Section 2.10
Aircraft Registration
Section 2.11
Financial and Other Data
Section 2.12
Late Payments
Section 2.13
Transaction Expenses
Section 2.14
RESERVED
Section 2.15
Engine Maintenance
Section 2.16
Continued Subordination
ARTICLE 3. EVENTS OF LOSS
Section 3.1
Event of Loss with Respect to the Aircraft
Section 3.2
Event of Loss with Respect to an Engine
Section 3.3
Application of Payments from Governmental Authorities or other Persons
Section 3.4
Rights Assigned
ARTICLE 4. INSURANCE
Section 4.1
Insurance
Section 4.2
Requirements
Section 4.3
No Right to Self Insure
Section 4.4
Notice of Loss or Damage: Application of Proceeds
Section 4.5
Reports, Policies, Certificates
Section 4.6
Attorney-in-Fact
ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES
Section 5.1
Events of Default Remedies
Section 5.2
Remedies
Section 5.3
Remedies Cumulative
Section 5.4
Grantor's Waiver of Rights
Section 5.5
Power of Attorney
Section 5.6
Distribution of Amounts Received After an Event of Default
Section 5.7
Suits for Enforcement
ARTICLE
6.
REPRESENTATIONS
AND
WARRANTIES
Section 6.1
Representations, Warranties and Covenants of Grantor
ARTICLE 7. SECURITY INTEREST ABSOLUTE
Section 7.1
Security Interest Absolute
ARTICLE 8. MISCELLANEOUS
Section 8.1
Governing Law
Section 8.2
Notices
Section 8.3
Time of the Essence
Section 8.4
Limitation as to Enforcement of Rights, Remedies and Claims
Section 8.5
Severability of Invalid Provisions
Section 8.6
Assignment
Section 8.7
Benefit of Parties; Successors and Assigns; Entire Agreement
Section 8.8
Further Assurances
Section 8.9
Performance by Secured Party
Section 8.10
Indemnity
Section 8.11
Amendments
Section 8.12
Waiver of Jury Trial
Section 8.13
Counterpart Execution, Joint and Several Liability
ARTICLE 9. DEFINITIONS
Section 9.1
Definitions
Page of
EFTA00012147

=== Page 38 ===
EFTA00012148

=== Page 39 ===
Aircraft Security Agreement
THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of December 27. 2013 by
and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 ("Secured
Party") and THORAIR, LLC, a limited liability company organized and existing under the laws of the State of Minnesota
and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 ("Grantor").
Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof.
RECITALS
A.
Pursuant to a Note by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a
term loan to the Grantor (the "Loan").
B.
As a condition precedent to the making of the Loan under the Note, the Grantor is required to execute
and deliver this Agreement.
C.
Grantor is duly authorized to execute, deliver and perform this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees. for
the benefit of the Secured Party, as follows:
ARTICLE 1 -- GRANT OF SECURITY INTEREST
Section
1.1
Grant of Security Interest. The Grantor, in consideration of the premises and other good and
valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of
and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the
Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the
Loan Documents (collectively referred to as the "Obligations"; provided, however, any Excluded Swap Obligations are
specifically excluded from the definition of Obligations), does hereby convey, warrant, mortgage, assign, pledge, and
grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title
and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which
properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be,
together with all proceeds thereof, are hereinafter collectively referred to as the "Collateral") and agrees that the foregoing
grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each
Engine):
a)
all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines,
and the Parts) and substitutions and replacements of any of the foregoing:
b)
any and all service and warranty rights related to the Equipment, including the Engines, and
claims under any thereof;
c)
all proceeds of any or all of the foregoing, whenever acquired, including the proceeds of any
insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to
any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty;
d)
the Purchase Agreement, if any, and any bill of sale pursuant to which Grantor received title to
the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the
Purchase Agreement and such bill of sale;
e)
any and all present and future Rate Management Obligations, leases, subleases, management
agreements, interchange agreements, charter agreements, purchase agreements and any other present and
future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any
International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations,
liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind
whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment and
grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an
agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind
whatsoever) to enter into any such leases, subleases, management agreements, interchange agreements,
charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever,
and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of
Page 1 of 20
EFTA00012149

=== Page 40 ===
EETA00012150

=== Page 41 ===
the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing
assignment of any International Interest (and associated rights) with the International Registry.
f)
any and all present and future records, logs and other materials required by the FAA (and any
other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including,
without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets
or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing
maintained with or by any other person.
g)
all of Grantor's right, title and interest in and to (whether the following described property or
interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other
property and whether now owned, existing, hereafter acquired, or arising, collectively, the "Engine Maintenance
Collateral"): (a) that certain Total Assurance Program dated as of December 11, 2013 (the "Engine Maintenance
Agreement") between Grantor and Williams International Co., LLC, as the engine maintenance service provider
for the Aircraft and Equipment (the "Service Provider"), a true and correct copy of which is attached as Exhibit C
here to and incorporated by reference herein, (b) all supporting obligations, and (c) all products, cash proceeds,
and non cash proceeds of any and all of the assets and property described above.
Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest
created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the
Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the
Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and
covenants and provisions then required hereunder and under the other Loan Documents.
Section 1.3 Filing of Financing Statements and Continuation Statements; Consent to Registration. Grantor
hereby authorizes Secured Party to file UCC financing statements and amendments thereto, listing Grantor as debtor, and
Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and
amendments thereto. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for
filing, if not already filed, such financing statements or other documents and such continuation statements with respect to
financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security
interest created under this Agreement in the Collateral and execute, deliver, consent to, register or file any other
documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may
be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured
Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or
created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the
International Registry and covenants to effect the registration of such consent with the International Registry on the date
of such assignment or creation.
Section 1.4 Delivery and Acceptance SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY
FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S
ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such
Grantor's Acknowledgment will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor,
(b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition,
(e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and
delivery of a Grantor's Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the
Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim
of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing
contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the
Aircraft or any other person (other than Secured Party).
Section 1.5 Additional Documents, Information. Grantor will deliver to Secured Party (a) such organizational
documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized
representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency
certificate of the Grantor containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute
and deliver such documents on behalf of Grantor, (d) if required by Secured Party, a certificate of good standing for
Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and
substance reasonably satisfactory to Secured Party and its counsel; and (f) if requested by Secured Party, any and all
Rate Management Agreements.
ARTICLE 2 COVENANTS
Section 2.1
Registration and Operation
Page 2 of 20
EFTA00012151

=== Page 42 ===
EFTA00012152

=== Page 43 ===
a)
Grantor, at its own cost and expense, will cause the Aircraft to be duly registered in the name of
Grantor as owner and subject only to Secured Party's first priority security interest and International Interest, and
at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the
Act.
b)
Grantor will not use the Aircraft in violation of any law or any rule, regulation or order (including
those concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction
(domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of
Equipment issued by any such authority, except to the extent such violation is not material or the validity or
application of any such law, rule, regulation or order is being contested in good faith and by appropriate
proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material
danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's
security interest or International Interest, therein or related thereto).
c)
Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial
purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FAA.
Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area
when or where insurance required by this Agreement is not in effect, (ii) in a manner or for any time period such
that a Person other than Grantor will be deemed to have "operational control" of the Aircraft except with the prior
written consent of Secured Party, (iii) for the carriage of persons or property for hire except with the prior written
consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the
Aircraft will be at the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar
Location Grantor will deliver to Secured Party a written waiver of any Lien or claim of Lien against the Aircraft that
is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage
facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its
designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written
consent. Grantor will cause the Aircraft to be operated at all times by duly qualified pilots who (x) are supplied by
Grantor, (y) hold at least a valid commercial airman certificate and instrument rating and any other certificate,
rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise
required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements
established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT
OPERATE, USE OR LOCATE THE AIRCRAFT, OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED,
USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and file with the FAA
on or prior to the date hereof an Irrevocable De-Registration and Export Request Authorization with respect to the
Aircraft in the form attached hereto as Exhibit A.
Section 2.2
Records and Reports. The Grantor will cause all records, logs and other materials required by the
FAA and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of
each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as
may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any
governmental authority because of the Secured Party's interests in any item of Equipment.
Section 2.3
Maintenance Grantor, at its own cost and expense, will fly, maintain, inspect, service, repair,
overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained,
inspected, serviced, repaired, overhauled and tested, under an approved FAA maintenance program and in accordance
with (a) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or
supplements to such manuals issued by the manufacturer from time to time, (b) all mandatory "Service Bulletins" issued,
supplied. or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the
Aircraft having a compliance date during the term of the Note and up to twelve (12) months thereafter, and (c) all
airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, and causing
compliance with such directives or circulars to be completed through corrective modification or operating manual
restrictions, having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain
the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor,
ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FAA Airworthiness Certificate at all
times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will cause to be
maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for
enforcement of any warranties or by the FAA. All maintenance procedures required hereby will be undertaken and
completed in accordance with the manufacturer's recommended procedures, and by properly trained, licensed and
certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good
operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep the
Page 3 of 20
EFTA00012153

=== Page 44 ===

=== Page 45 ===
Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be
maintained in good standing at all times under the Act.
Section 2.4 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the
replacement of all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its
own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing
of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently
rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Parts to be
replaced as promptly as possible. All replacement Parts must be free and clear of all Liens (except for Permitted Liens),
will be in as good operating condition as, and will have a value and utility at least substantially equal to, the Parts
replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof.
The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment will remain subject to
the Lien of this Agreement no matter where located, until such time as such Parts are replaced by Parts which have been
incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above.
Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as
above provided, without further act, (a) the Grantor's rights, title and interests in such replacement Part will become
subject to the Lien of this Agreement, and such replacement Part will be deemed part of such item of Equipment for all
purposes hereof to the same extent as the Parts originally incorporated in such item of Equipment, and (b) the Grantor's
rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no
longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year, provide to the
Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied
with the provisions of this Section 2.4.
Section 2.5 Alterations, Modifications and Additions. The Grantor, at its own cost and expense, will cause
such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to
meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate
of airworthiness for the Aircraft; provided, however, that the validity or application of any such law, rule, regulation or order
may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured
Party's reasonable opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment, or any
interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the
Grantor, at no cost or expense to the Secured Party, may, from time to time, cause such alterations and modifications in
and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that no such alteration,
modification and addition will (a) materially diminish the value, utility or condition of such item of Equipment below the
value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of
Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement,
or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's
rights, title and interests in all Parts added to the Aircraft, the Airframe, or an Engine as the result of such alteration,
modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing
sentence of this Section 2.5, so long as no Event of Default has occurred and is continuing, the Grantor may remove any
Part added to the Aircraft, Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to,
and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of
delivery thereof or any Part in replacement of or substitution for any such Part, (y) such Part is not required to be
incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2. and (z)
such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal
of any Part as above provided, such Part will be released from the Lien of this Agreement.
Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is
installed on the Airframe from time to time, will be maintained, operated, serviced, repaired, overhauled, altered, modified
and tested in accordance with Section 2.3 to the same extent as if it were an Engine.
Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid
when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the
extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or
forfeiture).
Section 2.8 Change of Name or Location Grantor will give Secured Party thirty (30) days prior written notice
of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10
Business Days prior to the occurrence of any such change or relocation, Grantor will (a) duly file appropriate financing
statements in all applicable filing offices. N/A and (b) deliver to Secured Party copies of the form of such financing statements.
Grantor will hangar the Aircraft at
("Primary Hangar Location"). Grantor will supply Secured
Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of
Page 4 of 20
EFTA00012155

=== Page 46 ===
EFTA00012156

=== Page 47 ===
the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed, from
its designated home airport for a period in excess of thirty (30) days, without the prior written consent of Secured Party.
Section 2.9 Inspection Secured Party will have the right, but not the duty, to inspect the Aircraft, any
component thereof, and the Records at any reasonable time and from time to time, wherever the same may be located,
upon reasonable prior written notice to Grantor unless a Default or Event of Default has occurred and is continuing, in
which case no prior notice will be required. At Secured Party's request, Grantor will confirm to Secured Party the location
of the Aircraft and will, at any reasonable time and from time to time, make the Aircraft and/or the Records available to
Secured Party for inspection.
Section 2.10 Aircraft Registration: International Registry. Grantor will not change the United States Registration
Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FAA an FAA
Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required
under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with
the FAA in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest.
Grantor will, at all times, keep on board the Aircraft a current and valid Registration Application or Certificate of Aircraft
Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft
(including in the Airframe and each Engine) created by this Agreement and, if the Aircraft is acquired by Grantor on or
after March 1, 2006, the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be
validly registered with the International Registry with such International Interests having priority over all other registered or
un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any
International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the
Engine) not consented to in writing by Secured Party. Further, Grantor will not consent to any International Interest or
Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in
writing.
Section 2.11 Financial and Other Data. During the term of the Note and so long as any amounts are
outstanding thereunder, Grantor agrees to furnish Secured Party:
a)
a copy of Grantor's federal income tax return with all schedules attached thereto at the time such
return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar
year;
b)
promptly, such additional financial and other information as Secured Party may from time to time
reasonably request.
All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently
applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the
reports required thereunder to the Securities Exchange Commission, Grantor will have no obligation to furnish its financial
statements as provided above.
Section 2.12 Late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any
applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount
unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to
perform any of its obligations contained herein, Secured Party may (but will not be obligated to) itself perform such
obligations, and the amount of the reasonable costs and expenses of Secured Party incurred in connection with such
performance, together with interest on such amount from the date said amounts are expended at the Default Rate, will be
payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of
any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence
and during the continuance of an Event of Default, or if the Note is accelerated in accordance with the terms of this Loan
Agreement, the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, shall
bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which
such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in
its sole discretion from time to time, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate
of interest, not to exceed the maximum rate permitted by applicable law (the "Default Rate").
Section 2.13 Transaction Expenses. Grantor will pay all actual and reasonable fees, costs and expenses
incurred by Secured Party in connection with this Agreement and the other Loan Documents, whether or not the
transactions contemplated hereby are consummated, including appraisal fees, Secured Party's counsel fees and
expenses, FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports, filing,
registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party's
counsel, FAA counsel and all other third parties who are engaged by Secured Party to update any FAA, International
Page 5 of 20
EFTA00012157

=== Page 48 ===

=== Page 49 ===
Registry or UCC title and/or lien reports and/or to review, file, register and record any and all documents and instruments
as required by Secured Party, the International Registry or the FAA at any time during which any of the Obligations
remain outstanding.
Section 2.14 Reserved.
Section 2.15 Engine Maintenance (a) Both Engines shall at all times be covered by the Engine Maintenance
Agreement, or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party
(i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or
overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered, to Secured
Party, an aircraft interest holder's agreement among Grantor, Secured Party, and Service Provider with respect to the
Engine Maintenance Agreement, such agreement in form and substance reasonably acceptable to Secured Party. (c)
Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to, and in accordance with,
the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party's prior written
consent, Grantor will not seek, agree to or permit, directly or indirectly, (i) the cancellation or termination of the Engine
Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine
Maintenance Agreement. For the purposes of this Section 2.15 (d), "material" means any modification, waiver, or
amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect
any of Secured Party's rights or remedies under the Loan Documents or Secured Party's security interest in or other Lien
on the Collateral (including the priority of Secured Party's interests) or (B) create or result in an Event of Default.
Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s)
payable obligations in the amount of $2,500,000.00 owed to ThorSport, Inc. by Grantor until such time as the Obligations
of Grantor to Secured Party are paid in full. Interest only payments are permitted without Secured Party's consent, but
principal payments require the consent of Secured Party, which consent shall not be unreasonably withheld.
ARTICLE 3 EVENTS OF LOSS
Section
3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of
the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the
next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of
(A) all amounts then due hereunder, under any other Loan Documents, and under the Note, plus (B) the Loss Value of the
Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft
having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and
deliver, at the Grantor's cost and expense, such instruments as may be reasonably required to evidence such release.
Section 3.2 Event of Loss with Respect to an Engine. Grantor will deliver to Secured Party written notice of
the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an
Event of Loss with respect to the Airframe within five (5) days after the occurrence thereof. Within thirty (30) days after the
occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to
which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make
and model number as the Engine suffering the Event of Loss, (b) free and clear of all Liens other than Permitted Liens, (c)
of a value, utility, and useful life equal to, and in as good an operating condition as, the Engine suffering the Event of
Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof
immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will furnish Secured
Party with such documents to evidence the conveyance and the International Interest and shall make such filings and
registrations with the FAA and the International Registry (and hereby consents to such registrations with the International
Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with
the terms of this paragraph, Secured Party will release Secured Party's right, title and interest, if any, in and to the Engine
suffering the Event of Loss. Each replacement engine will, after such conveyance, be deemed an "Engine" as defined
herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an
Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise
relieve Grantor of any obligation under this Agreement.
Section
3.3 Application of Payments from Governmental Authorities or other Persons. Any payments (other
than insurance proceeds, the application of which is provided for in Article 4), received at any time by the Secured Party
or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental
authority with respect to an event which does not constitute an Event of Loss, will be applied as follows:
a)
Such payments will be applied in reduction of the Grantor's obligation to pay the Loss Value, if
not already paid by the Grantor, or, if already paid by the Grantor, will be applied to reimburse the Grantor for its
Page 6 of 20
EFTA00012159

=== Page 50 ===
EFTA00012160

=== Page 51 ===
payment of such amounts. The balance, if any, of such payment remaining thereafter, and after payment of all
amounts then due and payable under the Loan Documents, will be paid to the Grantor.
b)
If such payments are received with respect to a requisition for use by the government which does
not constitute an Event of Loss, such payments may be retained by the Grantor.
c)
Notwithstanding the foregoing provisions of this Section 3.3, any payments (other than insurance
proceeds, the application of which is provided for in Article 4) received at any time by the Secured Party from any
governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, will
not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is
continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the
Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such
Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such
time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the
Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid
to the Grantor.
Section 3.4
Rights Assigned. In furtherance of the foregoing, the Grantor hereby irrevocably assigns,
transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received by or payable to
the Grantor on account of an Event of Loss.
ARTICLE 4 -- INSURANCE
Section 4.1
Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained:
a)
aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or
over any area (including contractual liability and bodily injury and property damage liability) in an amount not less
than the greater of (i) $50,000,000 per occurrence, or such higher amounts as are required by law in the
geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of
aircraft liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of
the type of the Aircraft;
b)
cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one
time if Grantor is engaged in transporting property of others;
c)
all-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in
flight and on the ground, and the Engine and all Parts while attached to or removed from the Airframe, in an
amount not less than the lesser of the full insurable value of the Aircraft or the then Loss Value;
d)
for all locations which the Aircraft travels to and through: war and allied perils insurance to cover
the perils of (i) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war,
rebellion, revolution, insurrection, martial law, military or usurped power or attempts at usurpation of power, (ii)
strikes, riots, civil commotions of labor disturbances, (iii) any act of one or more persons, whether or not agents of
a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is
accidental or intentional, (iv) any vandalism, malicious act or act of sabotage, (v) confiscation, naturalization,
seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any
government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful
seizure or wrongful exercise of control of the crew in flight; and
e)
such other insurance against such other risks as is usually carried by similar companies owning
or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of
recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than
A-: from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable
to Secured Party.
f)
If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide
such insurance, and Grantor will, upon demand, reimburse Secured Party for the cost thereof.
Section 4.2
Requirements. All insurance policies required hereunder will: (a) require 30 days' prior written
notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation, non-renewal
or change. as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case
of cancellation for non-payment of premium, only 10 days' prior written notice shall be required and in the case of
cancellation of the coverages described under Section 4.1(d), notice as established under the applicable endorsements;
(b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name
Additional Insureds as sole loss payee under the physical damage insurance coverage; (c) not require contributions from
Page 7 of 20
EFTA00012161

=== Page 52 ===

=== Page 53 ===
other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) in
respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a loss or
damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or
otherwise, to the extent of any monies due the Additional Insureds under such policies; (f) permit but not require that any
of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby: (g) provide
for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (h) provide that all of the
provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering
each Additional Insured; and (i) contain breach of warranty provisions providing that, in respect of the interests of the
Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other
person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach
or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other
than an Additional Insured, as to itself only). As used herein, the term "Additional Insureds means "Fifth Third Bank and
its subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors
and/or assigns."
Section
4.3 No Right to Self-insure. Grantor will not self-insure (by deductible, premium adjustment, or risk
retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles
usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the
same or similar aircraft and approved by Secured Party.
Section 4.4
Notice of Loss or Damage: Application of Proceeds. Grantor will give Secured Party prompt
notice of any damage to or loss of, the Aircraft, or any part thereof. Insurance proceeds for partial loss or damage to the
Aircraft or any part thereof will be applied as Secured Party in its sole discretion determines.
Section 4.5 Reports, Policies, Certificates Prior to the Closing Date, Grantor will deliver to the Additional
Insureds certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the insurance coverage
required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such
insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and
report(s) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requirements; provided,
however, that the Additional Insureds will be under no duty either to ascertain the existence of or to examine any
certificates or reports or to advise Grantor if such insurance does not comply with the requirements of this section. Not
less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section,
Grantor will deliver to the Additional Insured certificate(s) of insurance and copies of the lienholder's endorsement
evidencing that the coverage required hereunder has been obtained beyond such expiration date, together with a
certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation
regarding such insurance requested by Secured Party.
Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee
and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust, and receive payment of, claims under any
insurance policy required hereby and to endorse Grantor's name on any checks, drafts or other instruments in payment of
such claims, and to otherwise act in Grantor's name and on its behalf to make, execute, deliver and file any instruments or
documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee,
mortgagee and/or lender) deems necessary or appropriate to obtain the benefits intended to inure to Secured Party under
this Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an
interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or
any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of
Default has occurred and is continuing hereunder, Secured Party agrees that it will not exercise its powers as attorney in
fact with respect to claims for damages in amounts payable under such policies of insurance which are less than the
lesser of (i) $100,000.00. or (ii) ten percent (10%) of the principal amount of the Note if the original principal amount of the
Note is under one million dollars ($1,000,000).
ARTICLE 5 EVENTS OF DEFAULT AND REMEDIES
Section 5.1
Events of Default; Remedies. As used herein, the term "Event of Default" means any of the
following events:
a)
Grantor fails to pay any installment of principal or interest on the Note or any amount due
hereunder within ten (10) days after the same has become due;
b)
Grantor fails to keep in full force and effect any of the insurance required under this Agreement,
or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect;
Page 8 of 20
EFTA00012163

=== Page 54 ===

=== Page 55 ===
c)
Grantor fails to perform or observe any other covenant (including, without limitation, the financial
covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or
observed by it hereunder or under any agreement, document or certificate related hereto, and such failure
continues for fifteen (15) days after written notice thereof from Secured Party to Grantor;
d)
Grantor defaults in the payment or performance of any other obligation to Secured Party or any
affiliated Person controlling, controlled by or under common control with Secured Party:
e)
any representation or warranty now or hereafter made or information now or hereafter provided
by Grantor, including any financial information, proves to be or to have been false, inaccurate, or misleading in
any material respect;
f)
the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership,
liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the
case of a proceeding commenced against Grantor, has not been dismissed within sixty (60) days of the filing
thereof). the appointment of a trustee, receiver, liquidator or custodian for Grantor or any of its properties or
businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors;
g)
Grantor defaults in any obligation to a third party;
h)
if Grantor's obligations are guaranteed by any other party, an "Event of Default" (under and as
defined in the Guaranty executed by such Guarantor) shall occur;
i)
Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other
ownership interests, assets or property, (ii) merge with or into any other entity or engage in any form of corporate
reorganization, (iii) become the subject of, or engage in, a leveraged buy-out or (iv) terminate its existence by
merger, consolidation or sale of substantially all of its assets or otherwise;
j)
if Grantor is a privately held entity, more than 90% of Grantor's voting capital stock or ownership
interests or effective control of Grantor's voting ownership interests or capital stock issued and outstanding from
time to time is not retained by the holders of such stock or interests on the date of this Agreement;
k)
if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock
such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no
longer has a class of equity securities registered under Section 12 of the Securities Act of 1933;
I)
Grantor, if an individual, dies or, if a legal entity, is dissolved;
m)
Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor
admits in writing its inability to pay its debts or obligations generally as they become due:
n)
Secured Party determines, in its sole discretion and in good faith, that there has been a material
adverse change in the business, operations or financial condition of the Grantor since the date of this Agreement
or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of
this Agreement or any other agreement between Secured Party and Grantor is impaired;
o)
any event or condition set forth in subsections (d) through (m) of this section occurs with respect
to any Guarantor or other Person responsible, in whole or in part, for payment or performance of Grantor's
obligations under this Agreement;
p)
any event or condition set forth in subsections (d) through (m) of this section occurs with respect
to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor;
q)
any of the liens created or granted hereby, or intended to be granted or created hereby. to
Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien;
r)
an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other
Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor
creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or
consents to the registration with the International Registry of, an International Interest or a Prospective
International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with
respect to the Aircraft other than Secured Party; and
s)
nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of
any term, provision or conditioned contained in any Rate Management Agreement.
Page 9 of 20
EFTA00012165

=== Page 56 ===

=== Page 57 ===
Section
5.2
Remedies. Upon the occurrence of an Event of Default, Lender may, (i) at its option, declare all of
the Obligations, including the entire unpaid principal of all Notes, all of the unpaid interest accrued therein, and all of the
other sums (if any) payable by Borrower under this Agreement, any Notes, or any of the other Loan Documents, to be
immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as
compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following
remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are
hereby authorized by Borrower. In addition, Secured Party may exercise any one or more of the following remedies, as
Secured Party in its sole discretion elects:
a)
Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor
of this Agreement or to recover damages, including incidental and consequential damages, for the breach hereof.
b)
Cause Grantor, at its expense, promptly to return the Aircraft to Secured Party at such place as
Secured Party designates.
c)
Enter upon any premises where the Aircraft is located and, without notice to Grantor, take
immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary
proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party for or by reason
of such entry or taking of possession.
d)
Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the
Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate.
Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid
given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the
extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or
of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable
notice.
e)
Hold, keep idle, lease, de-register, export or use or operate all or part of the Aircraft without any
liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such
premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and,
take immediate possession of and remove the same, together with any Engines and Parts, by any legal means.
f)
By offset, recoupment or other manner of application, apply any security deposit, monies held in
deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which
Grantor has an interest, against any obligations of Grantorr arising under this Agreement, any Notes or any other
Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in
any or all such sums as collateral for said obligations.
g)
Exercise any other right or remedy available to Secured Party under applicable law.
In addition, Grantor will be liable for all costs, charges and expenses, including reasonable legal fees and
disbursements, incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Secured
Party's rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the
Aircraft.
Section 5.3
Remedies Cumulative Each and every right, power and remedy herein specifically given to the
Secured Party or otherwise in this Agreement or the other Loan Documents are cumulative and are in addition to every
other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an
Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or
by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing
may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party,
and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right
to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Secured Party in
the exercise of any right, power or remedy or in the pursuit of any remedy will impair any such right, power or remedy or
be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein.
Section 5.4 Grantor's Waiver of Rights To the extent permitted by applicable law, the Grantor hereby waives
any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of
the Secured Party under or in connection with this Article 5, including any right to require Secured Party to sell, lease or
otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein.
Page 10 of 20
EFTA00012167

=== Page 58 ===

=== Page 59 ===
Section
5.5
Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as
such Grantor's attorney-in-fact, irrevocably, with full power of substitution, to collect all payments with respect to the
Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all
moneys (including proceeds of insurance) which may become due under any policy insuring the Collateral and all awards
payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs
of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of
such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or
other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any
time to protect and preserve the interest of the Secured Party in the Collateral, or in this Agreement or the other Loan
Documents.
Section 5.6
Distribution of Amounts Received After an Event of Default. All payments received and amounts
realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing
(whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as well as payments or
amounts then held by the Secured Party as part of the Collateral, will be distributed by the Secured Party in the following
order of priority:
a)
First, so much of such payments and amounts as are required to pay the expenses paid by the
Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured
Party;
b)
Second, so much of such payments or amounts as are required to pay the amounts payable to
any Indemnified Party (to the extent not previously reimbursed) will be paid to such Indemnified Party;
c)
Third, so much of such payments or amounts remaining as are required to pay in full the
aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution,
indemnification for funding losses, if any, and all other Obligations, will be paid to the Secured Party; such
payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the
Secured Party may from time to time elect; and
d)
Fourth, the balance, if any, of such payments or amounts remaining thereafter will be paid to the
Grantor.
Section 5.7
Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace
period, then, regardless of whether or not the Loan has then been accelerated, the Secured Party may proceed to enforce
the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the
Secured Party such further amount as is sufficient to pay the costs and expenses of collection, including reasonable
attorneys' fees and expenses.
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
Section 6.1
Representations, Warranties and Covenants of Grantor. Grantor represents, warrants and
covenants that:
a)
Grantor's exact legal name is as set forth in the preamble of this Agreement and Grantor (i) is,
and will remain, duly organized, existing and in good standing under the laws of the State set forth in the
preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is,
and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and
operations, (iv) is and will continue to be a "citizen of the United States", within the meaning of the Title 49,
Subtitle VII of the United States Code, as amended and recodified, and the regulations thereunder so long as any
Obligations are due to Secured Party under the Loan Documents, (v) has not, within the previous six (6) years,
changed its name, done business under any other names, changed its chief place of business from its present
location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi)
is not insolvent within the meaning of any applicable state or federal law;
b)
Grantor has full power, authority and legal right to enter into, and to perform its obligations under,
each of the Loan Documents and has full right and lawful authority to grant the security interest described in this
Agreement;
c)
The Loan Documents have been duly authorized, executed and delivered by Grantor and
constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their
terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and
insolvency laws;
Page 11 of 20
EFTA00012169

=== Page 60 ===
EFTA00012170

=== Page 61 ===
d)
No approval, consent or withholding of objections is required from any governmental body,
agency, authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor of
any of the Loan Documents, except such as have already been obtained;
e)
The entry into, and performance by. Grantor of the Loan Documents will not (i) violate any of
Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (ii) result in
any breach of, constitute a default under, or result in the creation of, any lien, claim or encumbrance on any of
Grantor's property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of trust,
bank loan, credit agreement, or other agreement or instrument to which Grantor is a party;
f)
There are no suits or proceedings pending or, to Grantor's knowledge, threatened in court or
before any commission, board or other administrative agency against or affecting Grantor which could, in the
aggregate, have a material adverse effect on Grantor, its business or operations, or its ability to perform its
obligations under the Loan Documents;
g)
All financial statements, if any, delivered to Secured Party in connection with the Obligations have
been prepared in accordance with generally accepted accounting principles, and since the date of the most recent
financial statement there has been no material adverse change in Grantor's financial condition or business
prospects;
h)
Grantor is (or, if the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful
owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain in
sole, open and notorious possession of the Aircraft. Grantor has (or, if the Aircraft is to be acquired hereafter, will
upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free
and clear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted Liens.
Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft
and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and
Grantor will defend the Aircraft and the other Collateral against all claims and demands of all other persons
claiming any interest therein;
i)
Grantor has filed or caused to be filed all required federal, state and local tax returns, and has
paid or caused to be paid and will continue to pay all taxes that are due and payable with respect to its business
and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been
established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to
the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor
will promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges that are
or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement;
j)
Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as
any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired,
suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United
States of America;
k)
Grantor will promptly notify Secured Party of any facts or occurrences which do or, by passage of
time or otherwise, will constitute a breach of any of the above warranties and covenants;
I)
Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such
horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or its equivalent;
m)
Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement
with the FAA, (iii) the filing of AC Form 8050-135 with respect to the International Interests assigned or created (or
to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the
Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv)
filing of a financing statement under the UCC, no further action, including any filing, registration or recording of
any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft
as against Grantor and/or any other Person:
n)
Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future
claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer,
or any supplier of the Airframe, any Engine, or any Parts;
o)
The Records have been kept, and Grantor will so long as any Obligations remain outstanding
continue to keep the Records, in accordance with the requirements of the FAA rules and regulations and industry
standards.
Page 12 of 20
EFTA00012171

=== Page 62 ===
EFTA00012172

=== Page 63 ===
p)
Grantor is, and will remain, in full compliance with all laws and regulations applicable to it
including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls
Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the
Office of Foreign Assets Control ("OFAC"). Department of the Treasury and/or any other similar lists maintained
by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under
Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or
any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws,
regulations and government guidance on BSA compliance and on the prevention and detection of money
laundering violations
ARTICLE 7 SECURITY INTEREST ABSOLUTE
Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and
International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the
Grantor hereunder, will be absolute and unconditional, irrespective of:
a)
any lack of validity or enforceability of any Loan Document;
b)
the failure of the Secured Party to:
(i)
assert any claim or demand or to enforce any right or remedy against the Grantor
or any other Person under the provisions of the Loan Agreement any other Loan Document or
otherwise; or
(ii)
to exercise any right or remedy against any Guarantor of, or collateral securing,
any of the Obligations:
c)
any change in the time, manner or place of payment of, or in any other term of, all or any of the
Obligations or any other extension, compromise or renewal of any of the Obligations;
d)
any reduction, limitation, impairment or termination of any of the Obligations for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and will not be subject to (and the
Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or
any other event or occurrence affecting, any of the Obligations;
e)
any amendment to, rescission, waiver, or other modification of, or any consent to departure from,
any of the terms of the Loan Agreement or any other Loan Document; or
f)
any addition, exchange, release, surrender or nonperfection of any collateral (including the
Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty,
for any of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or
a legal or equitable discharge of, the Grantor, any surety or any guarantor.
ARTICLE 8 MISCELLANEOUS
Section 8.1
Governing Law; Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF
OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL
IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby irrevocably consents and agrees
that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other
Loan Documents may be instituted or brought in the courts of the State of Ohio or in the United States Courts located in
the State of Ohio, and the appellate courts from any thereof as Secured Party may elect or in any other state or Federal
court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby
irrevocably accepts and submits to, and in respect of its property, generally and unconditionally, the exclusive jurisdiction
of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or
legal process by first class, certified United States air mail, postage prepaid, to Grantor at the address set forth herein,
such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action
or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of
process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in
the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or
proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of
America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the
amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Ohio
have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft
Page 12 of 20
EFTA00012173

=== Page 64 ===
EFTA00012174

=== Page 65 ===
Section
8.2
Notices. All notices and other communications hereunder will be in writing and will be transmitted
by hand, overnight courier or certified mail (return receipt requested), US postage prepaid. Such notices and other
communications will be addressed if to Secured Party, Fifth Third Bank - Equipment Finance, 38 Fountain Square Plaza,
MD10904A, Cincinnati, Ohio 45263, and if to Grantor at the address set forth in the introductory paragraph of this
Agreement or at such other address as any party may, from time to time, designate by notice duly given in accordance
with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after
mailing if mailed in accordance with the terms of this section.
Section
8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's
obligations hereunder and under the other Loan Documents.
Section 8.4 Limitation as to Enforcement of Rights, Remedies and Claims. Nothing in this Agreement,
whether express or implied, will be construed to give to any Person other than the Grantor and the Secured Party any
legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document.
Section 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to such provision, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
Section 8.6 Assignment. GRANTOR WILL NOT SELL. TRANSFER, ASSIGN, CHARTER, LEASE, CONVEY,
PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT, AND ANY SUCH
ATTEMPTED SALE, TRANSFER, ASSIGNMENT CHARTER, LEASE, CONVEYANCE, PLEDGE, MORTGAGE OR
ENCUMBRANCE WHETHER BY OPERATION OF LAW OR OTHERWISE, SHALL BE OF NO FORCE OR EFFECT
WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER
INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF
THE AIRCRAFT OR ANY ENGINE, OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE
INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party
to any of the foregoing will in any event relieve Grantor of primary, absolute and unconditional liability for its duties and
obligations under this Agreement. Secured Party, at any time with or without notice to Grantor, may sell, transfer, assign
and/or grant a security interest in all or any part of Secured Party's interest in the Loan Documents or the Aircraft or any
part thereof (each, a "Secured Party Transfer") and Grantor hereby expressly consents in advance to any such
assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in
connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating
to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a "Secured Party Assignee")
will have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured
Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Grantor may have
against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon
receipt of written notice of a Secured Party Transfer, Grantor will promptly acknowledge in writing its obligations under this
Agreement, will comply with the written directions or demands of any Secured Party Assignee and will make all payments
due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party
Transfer, the term "Secured Party" will be deemed to include or refer to each Secured Party Assignee. Grantor will provide
reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the
restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the
successors and assigns of the parties hereto.
Section 8.7
Benefit of Parties, Successors and Assigns; Entire Agreement All representations, warranties,
covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the
benefit of, the Grantor and the Secured Party and their respective legal representatives, successors and assigns. This
Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior understandings and agreements of such parties.
Section 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the
Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents
and take such action (including providing any necessary consents) with the International Registry as may be reasonably
specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests,
International Interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the
full benefit of the specific rights and powers herein granted and assigned, including the execution and delivery of Uniform
Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to
the perfection of the mortgage, security interests, International Interests or assignments created or intended to be created
hereby.
Page 14 of 20
EFTA00012175

=== Page 66 ===
EFTA00012176

=== Page 67 ===
Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated
to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the
account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the
Grantor hereunder, and which the Grantor fails to pay or do at the time required, and any such payment will be repayable
to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the
Collateral.
Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party
Assignee, on an after tax basis, from and against any and all liabilities, causes of action, claims, suits, penalties,
damages, losses, costs or expenses (including attorneys' fees). obligations, demands and judgments (collectively, a
"Liability") arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan
Documents, (b) the untruth of any representation or warranty made by Grantor under the Loan Documents, (c) the order,
manufacture, purchase, ownership, selection, acceptance, rejection, possession, rental, sublease, operation, use,
maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, return or other
disposition of or any other matter relating to the Aircraft, or (d) injury to persons, property or the environment including any
Liability based on strict liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable
law or regulatory requirements; provided, that the foregoing indemnity will not extend to any Liability to the extent resulting
solely from the gross negligence or willful misconduct of Secured Party.
Section 8.11 Amendments Neither this Agreement, nor any of the terms hereof, may be terminated,
amended, supplemented, waived or modified orally, but only by an instrument in writing which is signed by the party
against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought.
Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR
RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS
WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO
EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. GRANTOR
AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON
INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES.
Section 8.13 Counterpart Execution: Joint and Several Liability. This Agreement and any amendments to this
Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of
which, when so executed and delivered, will be an original, but all such counterparts will together constitute but one and
the same instrument. Fully executed sets of counterparts will be delivered to, and retained by, the Grantor and the
Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers
hereunder will be joint and several and all references to "Grantor" will apply both jointly and severally.
ARTICLE 9 DEFINITIONS
Section 9.1 Definitions. In this Agreement, unless the context otherwise requires, the terms defined herein
and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and
the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from
time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith.
The terms "including," "includes" and "include" will be deemed to be followed by the words "without limitation." Unless
otherwise defined herein. capitalized terms used herein have the meanings given thereto in the Note. The following terms
have the respective meanings set forth below:
a)
"Act" means the Federal Aviation Act of 1958, as amended from time to time and recodified at 49
U.S.C. § 44101 et seq.
b)
"Agreement", "this Agreement", "hereby", "herein", "hereof", "hereunder" or other like words
means this Aircraft Security Agreement, as it may be amended, modified or supplemented from time to time.
c)
"Aircraft" means the Airframe together with the Engine(s), whether or not such Engine(s) are
installed on the Airframe or any other airframe.
d)
"Airframe" means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the
Engine or engines from time to time installed thereon) having the United States Registration Number and
Page 15 of 20
EFTA00012177

=== Page 68 ===

=== Page 69 ===
manufacturer's serial number specified on Schedule 1 attached hereto, (ii) any and all avionics, appliances,
instruments, accessories and parts, and all replacements therefor, which are from time to time incorporated or
installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which
may from time to time be substituted for such Airframe in accordance with the terms of the Agreement.
e)
"Business Day means a day other than a Saturday or Sunday on which the banks are open for
business in Cincinnati, Ohio.
f)
"Cape Town Treaty" has the meaning provided in 49 U.S.C. 4113(1).
g)
"Closing Date" means the date on which the Secured Party makes the Loan to Grantor pursuant
to the Note.
h)
"Collateral" has the meaning set forth in Section 1.1 hereof.
i)
"Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as
amended from time to time, and any successor statute.
j)
"Default" means an event which, after the giving of notice or lapse of time, or both, would
become an Event of Default.
k)
"Default Rate" means the rate per annum set forth in Section 7 of the Note.
I)
"IDERA" means an Irrevocable De-Registration and Export Request Authorization in substantially
the form annexed to the Cape Town Treaty.
m)
"Engine" means (i) each of the (2) engines manufactured by Williams International, model FJ44-
3AP Series having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s)
have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet
propulsion aircraft engine, has at least 1750 lb of thrust or its equivalent), whether or not from time to time
installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be
substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case, any and all parts which
are from time to time incorporated or installed in or attached to the Engine and any and all parts removed
therefrom.
n)
"Equipment" means any or all of the Airframe, Engines and Parts.
o)
"Event of Default" has the meaning set forth in Section 5.1 hereof.
p)
"Event of Loss" means:
(i)
the Aircraft is lost, stolen, destroyed, rendered permanently unfit for its intended use, or
irreparably damaged, from any cause whatsoever;
(ii)
the Aircraft is returned to the manufacturer or seller or either of their agents or nominees
pursuant to any warranty settlement or patent indemnity settlement;
(iii)
the Aircraft is damaged to the extent that an insurance settlement is made on the basis of
a total loss or a constructive or compromised total loss;
(iv)
the Aircraft is prohibited from use for air transportation by any agency of the Government
for a period of six months or more; or
(v)
the Aircraft is taken or requisitioned by condemnation or otherwise by any governmental
Person, including a foreign government or the Government resulting in loss of possession by the Grantor
for a period of six months or more.
An Event of Loss with respect to the Aircraft will be deemed to have occurred if an Event of Loss
occurs with respect to the Airframe that constitutes a part of the Aircraft.
q)
"Excluded Swap Obligation" means, with respect to any guarantor of a Swap Obligation,
including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if,
and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) by virtue of such guarantor's failure for any reason to constitute an "eligible contract participant" as
defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such
security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal.
Page 16 of 20
EFTA00012179

=== Page 70 ===
EFTA00012180

=== Page 71 ===
r)
"FAA" means the United States Federal Aviation Administration or any governmental Person,
agency or other authority succeeding to the functions of the Federal Aviation Administration
s)
"Government" means the federal government of the United States of America or any
instrumentality or agency thereof.
t)
"Guarantor" means individually and collectively, any guarantor of Grantor's obligations owed to
Secured Party.
u)
"Guaranty" means individually and collectively, any agreement under which any Guarantor
guarantees Grantor's obligations owed to Secured Party.
s
"Incorporated in" means incorporated, installed in or attached to or otherwise made a part of.
w)
"Indemnified Parties" means the Secured Party and its successors, assigns, transferees,
directors, officers, employees, shareholders, servants and agents.
x)
"International Interest" shall have the meaning provided thereto in the Cape Town Treaty.
y)
"International Registry" has the meaning provided in 49 U.S.C. 4113(3).
z)
"Lien" means any assignment, mortgage, pledge, lien, charge, encumbrance, lease security,
interest International Interest, Prospective Assignment, Prospective International Interest, or any claim or exercise
of rights affecting the title to or any interest in property.
aa)
"Loan Documents" means, collectively, this Agreement, the Note, the Guaranty, if any, an
IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by
Secured Party and now or hereafter executed in connection therewith and all amendments, restatements,
modifications and supplements thereto.
bb)
"Loss Value" means 100% of the amount necessary to pay in full, as of the date of payment
thereof, the principal and accrued interest on the Loan plus any prepayment premium. If an Event of Loss occurs
during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premium in an
amount equal to 3% of the then outstanding principal balance remaining under the Note.
cc)
"Modified Following Business Day Convention" means the first following day that is a
Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding
day that is a Business Day.
dd)
"Note" means, collectively, all now existing or hereafter executed promissory notes by Grantor as
maker in favor of Secured Party, which, according to their respective terms, are executed pursuant to, and
secured by the Collateral pledged under, this Agreement, and all amendments, restatements, modifications and
supplements thereto.
ee)
"Note Payment Date" has the meaning set forth in the Note.
ff)
"Obligations" has the meaning given in Section 1.1.
gg)
"Parts" means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now
owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and
"Part" means any of the foregoing) or, after removal therefrom, so long as such Parts remain subject to the Lien of
this Agreement in accordance with Section 2.4 or Section 2.5 hereof.
hh)
"Prospective Assignment" shall have the meaning provided thereto in the Cape Town Treaty.
ii)
"Prospective International Interest shall have the meaning provided thereto in the Cape Town
Treaty.
ii)
"Permitted Lien" means: (i) Liens in favor of or expressly consented to in writing by the Secured
Party; and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which are not
material and the payment of which is either not yet due or is being contested in good faith by appropriate
proceedings so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of
the attachment, sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the
Secured Party).
Page 17 of 20
EFTA00012181

=== Page 72 ===
EFTA00012182

=== Page 73 ===
kk)
"Person" means any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
II)
"Primary Hangar Location" has the meaning specified in Section 2.8.
mm)
"Purchase Agreement" (if any) means the Purchase Agreement dated October 2, 2013,
between Nextant Aerospace, LLC as seller, and Grantor as buyer, as it may be amended, modified or
supplemented from time to time.
nn)
"Rate Management Agreement" means any agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices,
including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or
interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g.,
equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any ISDA
Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp, and any schedules,
confirmations and documents and other confirming evidence between the parties confirming transactions
thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or
supplemented from time to time.
00)
"Rate Management Obligations" means any and all obligations of Grantor to Secured Party or
any affiliate of Fifth Third Bancorp, whether absolute, contingent or otherwise and howsoever and whensoever
(whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management
Agreements, and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate
Management Agreement.
pp)
"Records" means the records, logs and other material described in Section 2.2.
qq)
"Swap Obligation" means any Rate Management Obligation that constitutes a "swap" within the
meaning of section 1a(47) of the Commodity Exchange Act, as amended from time to time.
rr)
"UCC" or "Uniform Commercial Code" means the Uniform Commercial Code as in effect in any
applicable jurisdiction.
(Signature pages follow)
Page 18 of 20
EFTA00012183

=== Page 74 ===
EFTA00012184

=== Page 75 ===
IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set
forth above.
GRANTOR:
THORAIR, LLC
off
By: X
Name:
Title:
Address:
Sandusky, OH 44870
Attention:
N/A
Telecopier:
STATE OF Ohio
)
) SS
COUNTY OF Erie
)
On this 27 day of December, 2013, before me the subscriber personally appeared
who
being by me duly sworn, did depose and say that he resides at Eric
County, State of onio
:
that he is the President of ThorAir
.
the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of Directors of said company.
NOTARY PUBLIC
My Commission Expires:
NOTAR >BLR, STATE OF OHIO
Recorded in Mcdina County
My commission expires Sept 27. 2015
Page 19 of 20
EFTA00012185

=== Page 76 ===
EFTA00012186

=== Page 77 ===
SECURED PARTY:
FIFTH THIRD BANK /
By:
Name:
Title:
Vice President
Address:
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention:
Telecopier:
N/A
STATE OF
Ohio
)
COUNTY OF Hamilton ) SS
On this 27th day of December, 2013, before me the subscriber personally appeared
being by me duly sworn, did depose and say; that he resides at Hamitter County, State of Ohio: that he is a
incerresident Fifth Third bank, the entity described in and which executed the foregoing instrument; and that he
signed his name thereto by order of the Board of Directors of said corporation.
NOTARY PUBLIC
NOTARY PUBLIC
My Commission Expires:
*
Notary Public, State of Ohio
*
My Commission Expires
October 21, 2018
TATE
OF
OIHO
Page 20 of 20
EFTA00012187

=== Page 78 ===
EFTA00012188

=== Page 79 ===
Schedule 1
to Aircraft Security Agreement
Airframe Make and Model:
Raytheon Aircraft Company 400A
United States Registration Number:
N493LX
Airframe Manufacturer's Serial Number:
RK-244
Engine Make and Model:
Williams International FJ44-3AP
Engine Manufacturer's Serial Numbers:
252767 and 252768
Avionics:
Rockwell Collins Pro Line 21 TM Avionics Suite with two Primary Flight
Displays (PFD), two Multi-Function Displays (MFD), Single IFIS
electronic chart installation, Dual solid-state AHRS-3000S, TCAS-II,
WAAS/LPV Enablement, 406 MHz ELT and DBU-5000 data loader
Additional Features:
XM Weather providing graphical weather display on either MFD,
Aircell Axxess System: Combined high-speed wireless internet & dual
Satellite phones
Cabin Equipment & Entertainment Features:
Schedule 1 Page 1 of 1
EFTA00012189

=== Page 80 ===
EFTA00012190

=== Page 81 ===
Exhibit A
to Aircraft Security Agreement
FORM OF IRREVOCABLE DE-REGISTRATION
AND EXPORT REQUEST AUTHORIZATION
IRREVOCABLE DE-REGISTRATION
AND EXPORT REQUEST AUTHORIZATION
THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF
THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR,
LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION
CONTEMPORANEOUSLY HEREWITH
December 27, 2013
To:
Federal Aviation Administration
Re:
Irrevocable De-Registration and Export Request Authorization
The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial
number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and
equipment, the "aircraft").
This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in
favor of Fifth Third Bank ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on
International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the
undersigned hereby requests:
(i)
recognition that the authorized party or the person it certifies as its designee is the sole person entitled to:
(a)
procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal
Aviation Administration. for the purposes of Chapter III of the Convention on International Civil
Aviation, signed at Chicago, on 7 December 1944, and
(b)
procure the export and physical transfer of the aircraft from the United States of America; and
(ii)
confirmation that the authorized party or the person it certifies as its designee may take the action
specified in clause (i) above on written demand without the consent of the undersigned and that, upon
such demand, the authorities in the United States of America shall co-operate with the authorized party
with a view to the speedy completion of such action.
The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned
without the written consent of the authorized party.
Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided
below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration
THORAIR, LLC
By:
EXHIBIT A - DO NOT SIGN
Name:
Title:
Exhibit A - Page 1 of 1
EFTA00012191

=== Page 82 ===
FILED WITH PAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 2 48
OKLAHOMA CITY
OKLAHOMA

=== Page 83 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587
Orig #7130 ret'd to CND
EFTA00012193

=== Page 84 ===
EFTA00012194

=== Page 85 ===
IRREVOCABLE DE-REGISTRATION
AND EXPORT REQUEST AUTHORIZATION
THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF
Accepted RT Feb/28/2014
THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR,
LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION
CONTEMPORANEOUSLY HEREWITH
December 27, 2013
To:
Federal Aviation Administration
Re: Irrevocable De-Registration and Export Request Authorization
The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial
number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and
equipment, the "aircraft").
This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in
favor of Fifth Third Bank ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on
International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the
undersigned hereby requests:
(i)
recognition that the authorized party or the person it certifies as its designee is the sole person entitled to:
(a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal
Aviation Administration for the purposes of Chapter III of the Convention on International Civil
Aviation, signed at Chicago, on 7 December 1944, and
(b) procure the export and physical transfer of the aircraft from the United States of America; and
(ii)
confirmation that the authorized party or the person it certifies as its designee may take the action
specified in clause (i) above on written demand without the consent of the undersigned and that, upon
such demand, the authorities in the United States of America shall co-operate with the authorized party
with a view to the speedy completion of such action.
The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned
without the written consent of the authorized party.
Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided
below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration.
THORAIR
By:
Name:
Title:
President of Thor Sport, Inc.,
its Member
EFTA00012195

=== Page 86 ===
EFTA00012196
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 2 49
OKLAHOMA CITY
OKLAHOMA

=== Page 87 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132
See Recorded Conv #RT008294 Doc Id #7131
EFTA00012197

=== Page 88 ===
EFTA00012198

=== Page 89 ===
PRICERITI
DELCARATION
of
INTERNATIONAL OPERATIONS
PRIORITY
Accepted MC Dec/31/2013
The undersigned owner of aircraft N493LX, Manufacturer Raytheon Aircraft Company
Model 400A, Serial Number RK-244 declares that this aircraft is scheduled to make an
international flight* on 12/3//2013 as flight Number N/A departing
Richmond Heights, OH with a destination of Windsor, Ontario, Canada
*[If required route between two points in the United States involves international navigation, explain under Comments below,
e.g. "partly over Canada" or "partly in international airspace".]
Expedited registration in support of this international flight is requested this
30 day of December 2013 with knowledge that:
Whoever, in any matter within the jurisdiction of the executive branch of the
Government of the United States, knowingly and willfully makes or uses any
false writing or document knowing the same to contain any materially false,
fictitious or fraudulent statement of representation shall be fined under Title 18
United States Code or imprisoned not more than 5 years, or both. 18 U.S.C.
1001(a).
PRIORITY
Name of Owner:
Signature:
Typed Name and Tit
Present of ther Sport, Inc, member it's
PRICEITY
*If required route between two points in the United States involves international
navigation, explain under Comments, e.g. "partly over Canada" or "partly in international
airspace".
Comments: Please fax the flying time wire to Insured Title Service Inc. a
Filed by:
Insured Aircraft Title Service Inc
CAR
Phone
COPY
EFTA00012199

=== Page 90 ===
EFTA00012200
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 3 16
OKLAHOMA CITY
OKLAHOMA

=== Page 91 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted MC Dec/31/2013.
TYPE OF REGISTRATION (Check One box)
1. Individual
2. Partnership
X
3. Corporation
4. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
ThorAir, LLC
Physical Address:
.
Sandusky, OH 44870
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant on
also be shown.)
P.O. Box 2218
Number and street:
Rural Route:
P.O. Box: 2218
CITY
STATE
ZIP CODE
Sandusky
OH
44871
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
TITLE
DATE
Proident of
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
12-30-13
TITLE Ther Sport Inc.,
DATE
it's member
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/12) (NSN 0052-00-628-9007)
EFTA00012201

=== Page 92 ===
EFTA00012202
FILED WITH FAA
&
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 1 16
OKLAHOMA CITY
OKLAHOMA

=== Page 93 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
MC016800 Conveyance Recorded Dec/31/2013 07:29 AM FAA
DOES THIS 30TH DAY OF Dec ", 2013
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
THORAIR, LLC
PHYSICAL ADDRESS:
SANDUSKY, OH 44871
SANDUSKY, OH 44870
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 30 DAY OF Dec. , 2013.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP ALL MUST SIGN.)
NEXTANT AEROSPACE, LLC
SELLER
MANAGER
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
133641333456
$5.00 12/30/2013
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
*Aircraft used herein shall include the airframe described below and the
Williams model FJ44
aircraft engines with
manufacturer's serial numbers 252748
and
252747
EFTA00012203

=== Page 94 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 1 16
OKLAHOMA CITY
OKLAHOMA

=== Page 95 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
MC016799 Conveyance Recorded Dec/31/2013 07:29 AM FAA
DOES THIS 30TH DAY OF Dec ", 2013
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
NEXTANT AEROSPACE, LLC
CLEVELAND, 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 30 TH DAY OF
, 2013.
Dec.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
FLIGHT OPTIONS, LLC
VP ADMINISTRATION
SELLER
& CONTRACTS
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
*Aircraft used herein shall include the airframe described below and the
Williams model FJ44
aircraft engines with
manufacturer's serial numbers 252768
and
252767
.
EFTA00012205

=== Page 96 ===
EFTA00012206
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 DEC 30 PM 1 15
OKLAHOMA CITY
OKLAHOMA

=== Page 97 ===
FAA RELEASE OF LIEN
The Prudential Insurance Company of America - Collateral Agent, as secured party
under the Security Agreements and Amendments to Security Agreements (the "Security
Agreements"), described and defined on Exhibit A attached hereto, hereby releases from
the terms of the Security Agreements all of its right, title and interest in and to the Aircraft
and Engines ("Aircraft and Engines") described and defined on Exhibit A attached
hereto.
IN WITNESS WHEREOF the parties have signed this FAA Release of Lien as of this
28 day of March
, 2013.
JD002433 Conveyance Recorded Apr/09/2013 07:36 AM FAA
The Prudential Insurance Company of America
as Collateral Agent
By:
Name
Title: Vice President
EFTA00012207

=== Page 98 ===
EFTA00012208
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 MAR 28 PM 3 41
OKLAHOMA CITY
OKLAHOMA

=== Page 99 ===
EXHIBIT A
FAA RELEASE
Security Agreements
Aircraft Security Agreement dated November 16, 2011 between The Prudential
Insurance Company of America - Collateral Agent, as secured party and Flight Options,
LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011
as conveyance number KT006654.
First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013
recorded January 24, 2013 as FAA conveyance number CW006411 between The
Prudential Insurance Company of America - Collateral Agent, as secured party and
Flight Options, LLC as debtor.
Aircraft and Engines
N493LX, Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt &
Whitney Canada JT15D-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257.
EFTA00012209

=== Page 100 ===
EFTA00012210
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 MAR 28 PM 3 41
OKLAHOMA CITY
OKLAHOMA

=== Page 101 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004629477
See recorded conveyance number KT006654 et al Doc ID 6550
EFTA00012211

=== Page 102 ===
EFTA00012212

=== Page 103 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved
TYPE OF CONVEYANCE
DATE EXECUTED
FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244)
JANUARY 10, 2013
(SEE RECORDED CONV#KT006654, DOC ID 6550, PG 1)
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
CW006411
TO OR ASSIGNED TO
DATE RECORDED
PRUDENTIAL INSURANCE COMPANY OF AMERICA
JAN 24, 2013
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N493LX
P&W C JT15D-5 PCE-JA0256
P&W C JT15D-5 PCE-JA0257
AFS-750-23R (08/09)
EFTA00012213

=== Page 104 ===
EFTA00012214

=== Page 105 ===
I hereby certify this is a true
FIRST AMENDMENT TO
AIRCRAFT SECURITY AGREEMENT (S/N RK-244)
THIS FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244) (this "Amendment")
is made as of January 10, 2013, by and between FLIGHT OPTIONS, LLC, a Delaware limited liability
company ("Borrower") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent
("Agent") for the Lenders (as defined in the Security Agreement defined below).
RECITALS
A. Borrower has executed an Aircraft Security Agreement (S/N RK-244) dated as of November 16,
2011 (as amended and assigned from time to time, the "Security Agreement"), in favor of Agent as more fully
described on Exhibit A attached hereto and made a part hereof. Pursuant to the Security Agreement,
Borrower has granted Agent for the benefit of Lenders a first priority security interest, security assignment and
lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under certain
CW006411 Conveyance Recorded Jan/24/2013 11:04 AM FAA
collateral, including, without limitation, a Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A
hereto (the "Aircraft").
B. Borrower and Agent have agreed to modify certain provisions of the Security Agreement.
C. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Security Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Security Agreement Amendments. From and after the date of this Amendment:
(a) The Security Agreement is hereby amended by deleting Section 2.4(i) in its entirety and
replacing it with the following:
"(i) Borrower may sell the Aircraft at any time after the Lien in the Aircraft has
been released in accordance with Section 3.5 hereof; and"
(b) The Security Agreement is hereby amended by deleting Section 3.5 thereof in its entirety
and replacing it with the following:
"3.5 Release of Lien. Upon receipt by Lenders on or before the date set forth
on Annex H hereto of the Release Payment (to be allocated among Lenders based on
their respective pro rata share of the Obligations) in immediately available funds,
together with interest thereon through such date, if applicable, so long as no Default or
Event of Default then exists, Lenders shall release the aircraft identified on such Annex
corresponding to such Release Payment from the Lien of the applicable security
agreement in favor of Lender. For purposes hereof, "Release Payment" means, for
any Aircraft or group of Aircraft, the payment specified by reference to Annex H hereto.
Notwithstanding the foregoing, to the extent at any time that the Release Payment
exceeds the aggregate unpaid Obligations, then the aggregate Release Payment for
any and all remaining aircraft indicated on Annex H at such time shall equal the
aggregate unpaid Obligations."
(c) The Security Agreement is hereby amended by deleting Annex D to the Security Agreement
in its entirety and replacing it with Annex D in the form set forth on Exhibit B attached hereto and made a part
hereof.
130111523347
$15.00 01/11/2013
2581729
(RK-244 AMENDMENT)
CAR
CERT
EFTA00012215

=== Page 106 ===
EFTA00012216
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 JAN 11 PM 3 15
OKLAHOMA CITY
OKLAHOMA

=== Page 107 ===
(d) The Security Agreement is hereby amended to delete Annex E to the Security Agreement in
its entirety and replacing it with Annex E in the form set forth on Exhibit C attached hereto and made a part
hereof.
(e) The Security Agreement is hereby amended to add Annex H to the Security Agreement in
the form set forth on Exhibit D attached hereto and made a part hereof.
2. References in Security Agreement. Each and every reference in the Security Agreement to "this
Agreement" is deemed for all purposes to reference the Security Agreement as amended pursuant to this
Amendment unless the context clearly indicates or dictates a contrary meaning.
3.
Ratification; Grant of Security Interest. Borrower hereby agrees for the benefit of Agent and
Lenders and their respective successors and assigns that nothing contained herein shall be construed in any
manner to in any manner affect, impair, lessen, release, cancel, terminate or extinguish the indebtedness,
liabilities or obligations of Borrower under the Security Agreement or the other Loan Documents. In no event
shall this Amendment be deemed a waiver, discharge, substitution or replacement of the Security Agreement
or the other Loan Documents. Borrower hereby ratifies and confirms in all respects all of its indebtedness,
liabilities and obligations under the Security Agreement and the other Loan Documents and agrees that,
except as expressly modified by this Amendment, the Security Agreement and the other Loan Documents
shall continue in full force and effect as if set forth specifically herein. As a precautionary matter, as collateral
security for the prompt and complete payment and performance as and when due of all of the Obligations,
Borrower hereby ratifies, confirms and re-grants to Agent for the benefit of Lenders a first priority security
interest in and lien on, and consents to the registration of an international interest in, and collaterally assigns to
Agent, all of Borrower's right, title and interest in, to and under all of the Collateral.
4.
Representations. Borrower hereby represents, warrants and agrees that: (a) the Recitals to this
Amendment are true and accurate in each and every respect and are all incorporated by reference herein; (b)
each and every of its representations and warranties set forth in the Loan Documents continues to remain
true, accurate and complete as if the same were made on the date hereof; (b) this Amendment, the Security
Agreement as modified hereby and the other Loan Documents are the valid and legally binding obligations of
Borrower, fully enforceable against Borrower in accordance with their terms; (c) the terms of the Security
Agreement and the other Loan Documents have not heretofore been amended or modified by any action or
omission or course of conduct on the part of Agent or either Lender (other than by a formal written agreement
executed by Lenders), nor has Agent or either Lender waived or relinquished any of their rights, powers or
remedies under the Loan Documents; (d) the payment and performance of the Obligations are, and shall, in
accordance with the terms of the Loan Documents, continue to be, secured by, among other things, the
Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (e) Agent
has a first priority perfected security interest in, and lien on, the Financed Aircraft, the Additional Aircraft and
the other collateral described in the Loan Documents; (f) the aircraft described in Exhibit B hereto are the
Financed Aircraft for all purposes of the Loan Documents; and (g) the aircraft described in Exhibit C hereto are
the Additional Aircraft for all purposes of the Loan Documents. If any of the foregoing representations and
warranties shall prove to be false, incorrect or misleading in any material respect, Agent or either Lender may,
in its absolute and sole discretion, declare that a default has occurred and exists under the Loan Documents,
and Agent and Lenders shall be entitled to all of the rights and remedies set forth in the Loan Documents as
the result of the occurrence of such default.
5.
Expenses of Agent and Lenders. Borrower hereby agrees to reimburse Agent and Lenders upon
demand for all expenses of Agent and Lenders (including the fees and expenses of their legal counsel and
FAA Counsel) in connection with (a) the preparation of this Amendment and the other documents executed
and/or delivered in connection herewith; and (b) the filing of this Amendment with the FAA and the registrations
with the International Registry in connection therewith.
6.
Release. Borrower hereby waives, releases and forever discharges Agent and each Lender and
the other Indemnified Parties of and from any and all indemnified liabilities (as defined in the Security
Agreement) arising, directly or indirectly, out of or in connection with any of any act, omission, representation
or any other matter whatsoever or thing done, omitted or suffered to be done by any Indemnified Party that has
occurred in whole or in part at any time up to and immediately preceding the moment of the execution of this
2581729
2
(RK-244 AMENDMENT)
EFTA00012217

=== Page 108 ===
EFTA00012218

=== Page 109 ===
Amendment, including, but not limited to, the negotiation, making, borrowing, administration, enforcement and
/or collection of the Loan Documents.
7.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Amendment shall be construed and
enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State
of New York (without regard to the conflict of laws principles of such state, other than Sections 5-1401 and 5-
1402 of the New York General Obligations Law), including all matters of construction, validity, and
performance. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding
arising out of or in any way in connection with this Amendment may be instituted or brought in the courts of the
State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect, or in
any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this
Amendment, Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such
courts. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS.
8.
Miscellaneous.
(a) Upon the request of Agent, Borrower, at its sole cost and expense, shall execute and deliver
to Agent such further instruments and shall do and cause to be done such further acts with respect to the
Security Agreement, this Amendment and any other document executed in connection herewith as Agent may
deem necessary or desirable in Agent's sole discretion to carry out more effectively the provisions and
purposes of this Amendment and the Security Agreement.
(b) This Amendment and the Security Agreement contain the entire agreement among Agent
and Borrower regarding the subject matter hereof and completely and fully supersede all other prior
agreements, both written and oral, among Agent and Borrower relating to the subject matter hereof. Neither
Agent nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this
Amendment and the Security Agreement for the definition and determination of all of their respective rights,
liabilities and responsibilities relating to the subject matter hereof. The headings in this Amendment are for
convenience only and shall not limit or otherwise affect any of the terms hereof.
(c) No modification or waiver of any of the provisions of this Amendment, nor any consent to
any departure by Borrower therefrom, shall be effective until and unless it is in writing and signed by Agent,
and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is
given. This Amendment may be executed in any number of counterparts, all of which when taken together
shall constitute but a single instrument.
(d) All of the terms and conditions of this Amendment shall survive the execution and delivery
of this Amendment and the performance and repayment of the Obligations.
(e) In the event that any provision of this Amendment is for any reason held to be invalid, illegal
or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void
and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full
force and effect.
(f)
This Amendment shall be binding upon Borrower and its successors and assigns and shall
inure to the benefit of Agent and Lenders and their respective successors and assigns. Time is of the essence
with regard to this Amendment.
[SIGNATURES ON NEXT PAGE]
2581729
3
(RK-244 AMENDMENT)
EFTA00012219

=== Page 110 ===
EFTA00012220

=== Page 111 ===
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers thereunder duly authorized, all as of the date first set forth above.
FLIGHT OPTIONS. LLC
By:
Nam
Title:
Chief Executive Officer
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By:
Name:
Title:
2581729
(RK-244 AMENDMENT)
EFTA00012221

=== Page 112 ===
EFTA00012222

=== Page 113 ===
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective officers thereunder duly authorized, all as of the date first set forth above.
FLIGHT OPTIONS, LLC
By:
Name:
Title:
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, as Collateral Agent
By:
Nam
Title:
Vice President
2581729
(RK-244 AMENDMENT)
EFTA00012223

=== Page 114 ===
EFTA00012224

=== Page 115 ===
EXHIBIT A TO AMENDMENT
DESCRIPTION OF SECURITY AGREEMENT
Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011, by Flight Options, LLC in
favor of The Prudential Insurance Company of America, as collateral agent, which was recorded with the
Federal Aviation Administration (the "FAA") on December 14, 2011, under conveyance number KT006654.
DESCRIPTION OF AIRCRAFT
One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's
List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components:
(a)
Airframe bearing U.S. Registration No. N493LX and manufacturer's serial number RK-244.
(b)
Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry
Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines
bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the
International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or
more rated takeoff horsepower or the equivalent of such horsepower).
(c)
Standard avionics and equipment, all other accessories, additions, modifications and attachments
to, and all replacements and substitutions for, any of the foregoing.
2581729
5
(RK-244 AMENDMENT)
EFTA00012225

=== Page 116 ===

=== Page 117 ===
EXHIBIT B TO AMENDMENT
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2581729
6
(RK-244 AMENDMENT)
EFTA00012227

=== Page 118 ===
EFTA00012228

=== Page 119 ===
EXHIBIT C TO AMENDMENT
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2581729
7
(RK-244 AMENDMENT)
EFTA00012229

=== Page 120 ===

=== Page 121 ===
EXHIBIT D TO AMENDMENT
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2581729
8
(RK-244 AMENDMENT)
EFTA00012231

=== Page 122 ===
EFTA00012232
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2013 JAN 11 PM 3 15
OKLAHOMA CITY
OKLAHOMA

=== Page 123 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004430869
ORIG AMEND S/A RET'D TO IATS DOC ID 0756, 1/11/2013
EFTA00012233

=== Page 124 ===
EFTA00012234

=== Page 125 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
AIRCRAFT SECURITY AGREEMENT (S/N RK-244)
11/16/11
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
KT006654
TO OR ASSIGNED TO
DATE RECORDED
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
DEC 14, 2011
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N493LX
P&W C JT15D-5 PCE-JA0256
P&W C JT15D-5 PCE-JA0257
**IDERA
AFS-750-23R (08/09)
EFTA00012235

=== Page 126 ===
EFTA00012236

=== Page 127 ===
CERTIFIED COPY
TO BE RECORDED BY FAA
AIRCRAFT SECURITY AGREEMENT (S/N RK-244)
THIS AIRCRAFT SECURITY AGREEMENT (S/N RK-244) (together with all Addenda, Riders and
Annexes hereto, this "Agreement") is dated as of November 16. 2011 (the "Closing Date"), by FLIGHT
OPTIONS, LLC, a Delaware limited liability company ("Borrower"), in favor of THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent") for the Lenders (as defined below)
with a notice address of: c/o Prudential Capital Group - Commercial Asset Finance, 3350 Riverwood
Parkway, Suite #1500, Atlanta, GA 30339, Attention Managing Director.
RECITALS
A. The Prudential Insurance Company of America ("PICA") and/or Ferry Street I LLC ("Ferry";
and together with PICA, "Lenders") are parties to certain loan and aircraft security agreements,
promissory notes (the "Notes") and other loan documents securing, evidencing or relating to loans
financing the Financed Aircraft (the "Existing Documents").
KT006654 Conveyance Recorded Dec/14/2011 07:23 AM FAA
B. The Borrower has requested that Lenders amend certain of the Existing Documents, and
Lenders are willing to do so, provided that the Borrower secure the Obligations by granting Agent a Lien
on the Additional Aircraft and related collateral.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower
agrees as follows:
Capitalized terms used but not otherwise defined in this Agreement shall have the meanings
ascribed to them in Annex A attached hereto and made a part hereof.
SECTION 1. Representations and Warranties. In order to induce Lenders to amend the Existing
Documents, Borrower represents and warrants to Agent and Lenders, and agrees with Agent and
Lenders, that:
(a) Borrower (i) is duly qualified to do business in each jurisdiction in which the conduct of its
business or the ownership or operation of its assets requires such qualification, including the jurisdiction of
the primary hangar location of the Aircraft, other than any such jurisdiction as to which the failure to be so
qualified could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect; (ii) has the necessary limited liability company authority and power to own and operate
the Aircraft and its other material assets and to transact the business in which it is engaged; (iii) is a
"citizen of the United States" within the meaning of the Transportation Code; and (iv) has full limited
liability company power, authority and legal right to execute and deliver this Agreement, to perform its
obligations hereunder and thereunder and to grant the security interest, security assignment and Lien
created by this Agreement;
(b) (i) Borrower's name as shown in the preamble of this Agreement is its exact legal name as shown
on its certificate of formation or limited liability company agreement, each as amended and in effect as of the
Closing Date; (ii) Borrower has the form of business organization set forth in Annex B attached hereto and
made a part hereof and is and will remain duly organized, validly existing and in good standing under the
laws of the state of its organization set forth in Annex B hereto; (iii) Borrower's federal taxpayer
identification number, state-issued organizational identification number (if any) and chief executive office and
principal place of business address are all as set forth on Annex B hereto; and (iv) Borrower is "situated" in a
country that has ratified or acceded to the Cape Town Convention within the meaning of Article 4 of the
Convention;
(c) this Agreement (i) has been duly authorized by all necessary action on the part of Borrower
consistent with its form of organization and does not require the approval of or notice to any other Person
113201547419
I hereby certify that I have compared this wit
15.00 11/16/2011
CAR
2394767
original and it is a true and correct copy the
K-244 SECURITY AGREEMENT)
CERT
EFTA00012237

=== Page 128 ===
EFTA00012238
FILED WITH FAA
MORAFT REGISTRATION BR
2011 NOU 16 PM 3 22
OKLAHOMA CITY
OKLAHOMA

=== Page 129 ===
(including any trustees or holders of indebtedness) or any governmental authority; (ii) does not
contravene or constitute a default under any Applicable Law, its certificate of formation or limited liability
company agreement or any agreement, indenture or other instrument to which Borrower is a party or by
which it may be bound; (iii) does not require approval of, or notice to, any governmental body, authority,
or agency in connection with either the execution, delivery or performance by Borrower of this Agreement
and the other Loan Documents, or the validity or enforceability of this Agreement and the other Loan
Documents to which it is a party, except for the recordation of this Agreement and the making of certain
other filings with the FAA, the filing of UCC financing statements in the appropriate recording offices by
Agent or its counsel, and the making of all necessary registrations with the International Registry,
including to register Agent's security interest, security assignment and Lien in the Collateral, all of which
shall have been duly effected as of the Closing Date or promptly thereafter; and (iv) will not result in the
creation or imposition of any Lien on any of the assets of Borrower other than Agent's security interest,
security assignment and Lien created hereby with respect to the Collateral;
(d) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes
the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms (including,
without limitation, the grant of security interest in this Agreement), except to the extent that the
enforcement of remedies may be limited under applicable bankruptcy, insolvency, fraudulent conveyance
and transfer or moratorium laws and the equitable discretion of any court of competent jurisdiction;
(e) there are no proceedings pending or, so far as the officers, managers, or members of
Borrower know, threatened in writing against or affecting Borrower or any of its property before any court,
administrative officer or administrative agency that could impair Borrower's title to the Aircraft, or that, if
decided adversely, could reasonably be expected to have a Material Adverse Effect (collectively, a
"Proceeding"), and to the knowledge of Borrower, Borrower has no pending claims and has no knowledge
of any facts upon which a future claim may be based, against any prior owner, the manufacturer or
supplier of the Aircraft, or of any Engine or Part for breach of warranty or otherwise;
(f) (i) Borrower has good and valid title to the Aircraft subject to no Liens other than Agent's
security interest, security assignment and Lien created hereby; (ii) Agent has a legal, valid and continuing
perfected, first priority security interest, security assignment and Lien in the Collateral; and (iii) all filings,
recordings, registrations or other actions necessary or desirable in order to establish, perfect and give first
priority to Agent's security interest, security assignment and Lien in the Collateral (including, without
limitation, the filing of this Agreement and a FAA Entry Point Filing Form International Registry (AC Form
8050-135)) with the FAA and any registrations with the International Registry pursuant to the Cape Town
Convention) have been duly effected, and all Impositions in connection therewith have been duly paid to
the extent required to be paid on the Closing Date;
(g) there are no Registerable Interests registered with the International Registry with respect to
any of the Collateral;
(h) Borrower has the power to grant the security interest, security assignment and Lien created
hereby in the Collateral, each within the meaning of Article 7(b) of the Convention;
(i) (i) the Aircraft has been delivered to Borrower, is in Borrower's possession and is, as of the
Closing Date, unconditionally, irrevocably and fully accepted by Borrower, (ii) the Aircraft has been
inspected by Borrower to its complete satisfaction and, without limiting the foregoing, the Aircraft (A) has
been found to be airworthy and otherwise in good working order, repair and condition (normal wear and
tear excepted) and fully equipped to operate as required under Applicable Standards for its purpose, and
(B) is in conformity with the requirements of the Applicable Standards; (iii) all of the avionics set forth on
Schedule A to Annex C attached hereto and made a part hereof are on board the Aircraft and are in
proper working condition, and (iv) the Aircraft is primarily hangared at the location set forth on Annex B
hereto;
(j) each of the Engines has at least 1,750 pounds of thrust or its equivalent;
2394767
2
(RK-244 SECURITY AGREEMENT)
EFTA00012239

=== Page 130 ===

=== Page 131 ===
(k) the Airframe is type certified by the FAA to transport at least eight people (including crew) or
goods in excess of 2,750 kilograms; and
(I) the information contained in Annex C hereto (including the registration number of the Airframe,
the serial numbers of the Airframe and the Engines, and manufacturer and model numbers of the Airframe
and Engines) is true and accurate in all respects.
SECTION 2. Covenants. Borrower covenants and agrees that from and after the Closing Date and so
long as any of the Obligations are outstanding:
2.1 Notices and Further Assurances. Borrower will, at its sole expense:
(a) promptly give written notice to Agent of (i) the occurrence of any Default or Event of Default;
(ii) the occurrence of any Event of Loss; (iii) the commencement or threat of any Proceeding; (iv) any dispute
between Borrower and any governmental regulatory body or other Person that involves the Aircraft or that
might materially interfere with the normal business operations of Borrower; (v) any Material Damage
concurrently with its report of same to the applicable governmental authority, and if no such report is
required, within ten (10) days of the occurrence of such Material Damage, together with any damage
reports provided to the FAA or any other governmental authority, the insurers or supplier of the Aircraft,
and any documents pertaining to the repair of such damage, including copies of work orders, and all
invoices for related charges; (vi) any Lien that attaches to the Aircraft and the full particulars of the Lien,
within ten (10) days after Borrower becomes aware of such Lien; (vii) any change of the primary hangar
location from that set forth in Annex B hereto, at least ten (10) days prior to any such change; (viii) any
accident involving the Aircraft causing bodily injury or property damage to third parties, within five (5) days
of such accident; (ix) the renewal or replacement of the insurance coverage required by this Agreement,
at least ten (10) days prior to the policy expiration date for such insurance; and (x) any material change in
the appearance or coloring of the Aircraft; and
(b) promptly execute and deliver to Agent such further instruments, UCC and FAA filings and
other documents, make, cause to be made and/or consent to all registrations with the International Registry
and take such further action, as Agent may from time to time reasonably request in order to further carry out
the intent and purpose of this Agreement and the other Loan Documents and to establish and protect the
rights, interests and remedies created, or intended to be created, in favor of Agent hereby and thereby.
Borrower hereby irrevocably authorizes Agent and any employee, officer or agent thereof, in such
jurisdictions where such action is authorized by law, to effect any such recordation or filing without the
signature of Borrower thereto. Borrower hereby further agrees that (i) it shall not change its presently existing
legal name or its form or state of organization on or at any time after the date of this Agreement without
Agent's prior written consent, (ii) if its presently existing state organizational identification number changes on
or at any time after the date of this Agreement, Borrower shall immediately notify Agent thereof, and (iii) it
shall not change its presently existing mailing, chief executive office and/or principal place of business
address on or at any time after the date of this Agreement without giving Agent fifteen (15) days' prior written
notice of the same. Borrower will pay, or reimburse Agent for, any and all fees, taxes, insurance premiums,
costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and
protection of the Collateral and the perfection and first priority of Agent's security interest, security
assignment and Lien therein.
2.2 General Obligations. Borrower shall: (a) duly observe and conform to all requirements of
Applicable Law relating to the conduct of its business and to its properties or assets, except where the
failure to conform could not reasonably be expected to have a Material Adverse Effect; (b) duly observe
and conform in all material respects to all requirements of Applicable Law relating to the Aircraft; (c)
obtain and keep in full force and effect all rights, franchises, licenses and permits that are necessary to
the proper conduct of its business in all material respects; (d) obtain and keep in full force and effect all
rights, franchises, licenses and permits relating to the Aircraft; (e) remain a "citizen of the United States"
within the meaning of the Transportation Code; (f) obtain or cause to be obtained as promptly as possible
any governmental, administrative or agency approval and make any filing or registration therewith
(including, without limitation, with the FAA and the International Registry) required with respect to the
2394767
3
(RK-244 SECURITY AGREEMENT)
EFTA00012241

=== Page 132 ===

=== Page 133 ===
performance of its obligations under this Agreement and the other Loan Documents to which it is a party
or necessary for the conduct and operation of the Aircraft and its business; (g) cause the Aircraft to
remain duly registered, in its name, under the Transportation Code; (h) pay and perform all of its
obligations and liabilities when due; and (i) not discharge or allow to be discharged any international
interest or other Registerable Interest created in favor of Agent.
2.3 Taxes. Borrower will file with all appropriate taxing authorities all Federal, state and local
income tax returns that are required to be filed and all registrations, declarations, returns and other
documentation with respect to any personal property taxes (or any other taxes in the nature of or imposed in
lieu of property taxes) due or to become due with respect to the Aircraft. Borrower will (i) pay on or before
the date when due all taxes as shown on said returns (other than any of the foregoing being contested in
good faith by appropriate and diligent legal proceedings and for which appropriate reserves are
maintained in accordance with GAAP) and all taxes assessed, billed or otherwise payable with respect to
the Aircraft directly to the appropriate taxing authorities; (ii) pay when due all license and/or registration or
filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added and
other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed
by any governmental body or agency upon Borrower or the Aircraft with respect to the landing, airport use,
manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering,
operation, possession, use or disposition of the Aircraft or any interest therein; and (iii) pay when due all
stamp, documentary, registration or other like duties or taxes now or hereafter imposed by any
governmental authority on or in connection with this Agreement or the other Loan Documents (the items
referred to in (i), (ii) and (iii) above being referred to herein collectively, as "Impositions").
2.4 No Disposition of Collateral or Liens; Title and Security Interest; Sale of Aircraft. Borrower
shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise
encumber, transfer or relinquish possession of or dispose of the Airframe, Engines (including all
associated rights associated with or secured thereby and the related international interests), proceeds,
any part thereof or any of the other Collateral or attempt or offer to do, or suffer or permit any of the
foregoing until the Obligations shall have been indefeasibly paid in full. The foregoing shall not be
deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for
testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or
modification. Borrower will not create, assume or suffer to exist any Liens on or with respect to the Aircraft,
any Engine, APU, Part or any of the other Collateral, or Borrower's interest therein other than Permitted
Liens. Borrower will promptly take such action as directed by Agent to duly discharge any such Lien.
Borrower will warrant and defend its good and marketable title to the Aircraft, free and clear of Liens other
than Permitted Liens, and the perfection and first priority of Agent's security interest, security assignment
and Lien in the Collateral, against all claims and demands whatsoever.
Notwithstanding anything contained herein to the contrary, so long as no Event of Default or Default
then exists:
(i) upon thirty (30) days' prior written notice to Agent, Borrower may sell the Aircraft, provided that
(x) on the sale date Agent receives in immediately available funds the Minimum Payment set forth on Annex
G hereto corresponding to the month in which such sale occurs, together with any principal installment
then due and payable under the Obligations and all interest accrued on the Obligations through the date
of payment to Agent (collectively, the "Sale Payment"), first, to be applied to the payment in whole or in
part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining
after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the
Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note
shall be deemed amended from and after the payment date immediately following the sale date to reflect
the amortization of the then unpaid principal balance of such Note over the remaining payment dates as
determined by Agent in its sole discretion; and
(ii) Borrower may charter the Aircraft to any customer of Borrower from time to time, in each case,
subject, however, to the satisfaction of the following conditions: (A) Borrower shall hold a current and valid
Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FAA; (B) Borrower shall
2394767
4
(RK-244 SECURITY AGREEMENT)
EFTA00012243

=== Page 134 ===

=== Page 135 ===
be and remain in compliance with any and all Applicable Laws with respect to any such charter or any
use and operation of the Aircraft under any charter agreement; (C) Borrower maintains appropriate
insurance with regard to the operation of the Aircraft under Part 135 of the FARs (which insurance shall
be in form and substance satisfactory in all respects to Agent in the exercise of its reasonable credit
judgment); and (D) no charter exceeds thirty (30) days in duration; and
(iii) Borrower may make the Aircraft temporarily available to a fractional share owner participating
in Borrower's fractional share program pursuant to a master interchange agreement between Borrower
and such fractional share owner (the "Interchange Agreement"), in each case, subject, however, to the
following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi
Certificate (Part 298 Certificate) issued by the FAA and shall at all times be in full compliance with any
and all applicable FARs and any other Applicable Laws with respect to the use and operation of the
Aircraft under the Interchange Agreement and in Borrower's fractional share program; (B) the Interchange
Agreement entered into with such fractional share owner shall (1) not contain provisions that are
inconsistent with the provisions of any of the Loan Documents or cause Borrower to breach any of its
representations, warranties or agreements under any of the Loan Documents, (2) not convey any Lien on
or any property right, title or other interest in the Airframe, the Engines or any of the other Collateral, other
than the right to have the Aircraft made available to such fractional share owner pursuant to such
Interchange Agreement, (3) be and remain subject and subordinate to Agent's Lien in and with respect to
the Collateral and Agent's rights and remedies under the Loan Documents, and (4) not permit any further
disposition of or Lien on the Airframe, the Engines or any of the other Collateral; and (C) such other terms
and conditions as Agent deems reasonably necessary and appropriate; and
(iv) upon thirty (30) days' prior written notice to Agent, Borrower may lease the Aircraft, subject,
however, to the satisfaction of the following conditions (which conditions shall be satisfied prior to, and at
all times during, any leasing of the Aircraft pursuant to the terms of this paragraph): (A) the lessee is and
remains a solvent, domestic company; (B) any such lease shall be in full and complete compliance with
Part 91 of the FARs or any other Applicable Standards with respect to any such lease or to the use and
operation of the Aircraft under such lease; (C) a copy of any proposed lease is delivered to Agent and is
in form and substance satisfactory in all respects to Agent; (D) Borrower and lessee duly execute and
deliver to Agent, the Consent to Lease (the terms of which are hereby incorporated by their reference);
(E) any such lease (1) constitutes a "true" lease under the UCC and other applicable commercial law and
for the purposes of the Cape Town Convention, and not a grant of a "security interest" as such term is
used in Section 1-201 (37) of the UCC, (2) expressly, and at all times remains, subject and subordinate to
this Agreement and the rights of Agent hereunder and in and to the Aircraft, including, without limitation,
any rights of Agent to repossess the Aircraft and to terminate such lease pursuant to Section 5 hereof, (3)
does not permit any further leasing or other disposition, (4) does not permit any de-registration of the
Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other
governmental authority of any other nation, (5) does not contain provisions that are inconsistent with the
provisions of this Agreement or cause Borrower to breach any of its representations, warranties or
agreements under or in connection with this Agreement, (6) automatically terminates upon the occurrence
of any Event of Default under this Agreement, and (7) otherwise conforms to the Consent to Lease; (F)
Borrower does not convey any interest (except for any leasehold interest expressly permitted in this
paragraph) in, or Lien on, the Aircraft; and (G) Borrower (1) shall not file or record, or permit or consent to
the filing or recordation of, any such lease with the FAA, except for truth in leasing purposes under 14
CFR Section 91.23, and (2) shall not register, or consent to the registration of, any international interests
or prospective international interests in connection with any such lease and/or the Aircraft with the
International Registry or under the Cape Town Convention.
In no event shall the foregoing permitted chartering, leasing or other undertaking contemplated in
this Section 2.4 reduce any of the obligations of Borrower or the rights of Agent or either Lender under
this Agreement, and all of the obligations of Borrower shall be and remain primary and shall continue in
full force and effect as the obligations of a principal and not of a guarantor or surety.
2.5 Use of Aircraft; Maintenance; Excess Use; Modifications; Loaner Engines; Identification;
Security.
2394767
5
(RK-244 SECURITY AGREEMENT)
EFTA00012245

=== Page 136 ===
EFTA00012246

=== Page 137 ===
(a) Borrower will operate the Aircraft under and in compliance with Part 135 of the FARs,
subject to the terms hereof. The Aircraft at all times will be operated by duly qualified pilots having
satisfied all requirements established and specified by the FAA, the Transportation Security
Administration, any other applicable governmental authority and the insurance policies required under this
Agreement.
(b) Borrower will operate the Aircraft in a careful and proper manner in compliance with all
Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft
shall not be operated, used or located outside the continental United States, except that it may be flown
temporarily to any country in the world for any purpose expressly permitted under this Agreement.
Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any
such country or area (temporarily or otherwise), (i) that is excluded from the insurance required hereunder
(or specifically not covered by such insurance), (ii) with which the United States does not maintain
favorable diplomatic relations, (iii) in any area of recognized or threatened hostilities, (iv) to the extent that
payment of any claim under the insurance required hereunder directly or indirectly arising or resulting from
or connected with any such flight, operation, use or location would be prohibited under any trade or other
economic sanction or embargo by the United States of America, or (v) in violation of this Agreement or any
Applicable Standards, including any U.S. law or United Nations Security Council Directive.
(c) Borrower will, at its own expense, (i) maintain, inspect, service, repair, overhaul and test
the Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any
alteration or modification to the Aircraft that may at any time be required to comply with Applicable
Standards, to cause the Aircraft to remain airworthy or to maintain the Aircraft's airworthiness certification;
(iii) furnish all parts, replacements, mechanisms, devices and servicing required therefor so that the
condition and operating efficiency of the applicable Airframe, Engine, APU or Part will at all times be no
less than its condition and operating efficiency as and when delivered to Borrower, ordinary wear and tear
from proper use alone excepted; (iv) promptly replace all Parts that become worn out, lost, stolen, taken,
destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason
whatsoever; (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll
and maintain the Airframe in a Computerized Maintenance Monitoring Program and the Engines in the
Engine Maintenance Program. All repairs, parts, replacements, mechanisms and devices so furnished
shall immediately, without further act, become part of the Aircraft and subject to the security interest
created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed,
and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the
FAA and the manufacturer of the applicable Airframe, Engine, APU or Part. Without limiting the foregoing,
Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing
compliance to such bulletins and/or directives to be completed through corrective modification in lieu of
operating manual restrictions. Borrower shall not discriminate in its maintenance of the Aircraft between the
Aircraft and any other aircraft that Borrower may lease, own, operate or maintain.
(d) On or before the tenth (10th) day after each annual anniversary of the Closing Date,
Borrower shall provide to Agent a report specifying the number of flight hours on the Airframe at the start
of said year of operation and the number of flight hours on the Airframe at the end of said year of
operation, in each case as determined by the Aircraft's Hobbs meter. If the number of flight hours on the
Airframe in any year of operation (based on a 12-month period commencing on the Closing Date and
each 12-month period thereafter) is in excess of the flight hours limitation set forth on Annex B hereto,
then Borrower shall pay Agent an amount equal to the per hour charge set forth on Annex B hereto for
each flight hour during such 12-month period in excess of such flight hours limitation. Agent shall apply
such payment as a partial prepayment of the Obligations without any prepayment penalty. Such payment
shall be made to Agent on or before the thirtieth (30th) day after each annual anniversary of the Closing
Date.
(e) Borrower will not make or authorize any improvement, change, addition or alteration to
the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the
Aircraft as it existed immediately prior thereto, or violate any Applicable Standard; and any Part,
2394767
6
(RK-244 SECURITY AGREEMENT)
EFTA00012247

=== Page 138 ===
EFTA00012248

=== Page 139 ===
mechanism, device or replacement added to the Aircraft in connection therewith shall immediately,
without further act, become part of the Aircraft and subject to the security interest, security assignment
and Lien created by this Agreement.
(f) Borrower shall prominently display on the Aircraft the FAA Registration number specified
in Annex C hereto. If requested by Agent in writing, Borrower shall, at its expense, attach to the Aircraft a
notice satisfactory to Agent disclosing Agent's security interest in the Aircraft.
(g) In the event any Engine is damaged and is being repaired, or is being inspected or
overhauled, Borrower, at its option, may temporarily substitute another engine of the same make and model
as the Engine being repaired or overhauled (any such substitute engine being hereinafter referred to as a
"Loaner Engine") during the period of such repair or overhaul; provided no Event of Default or Default then
exists and (i) installation of the Loaner Engine is performed by a maintenance facility certified by the FAA
and manufacturer with respect to an aircraft of this type, (ii) the Loaner Engine is removed, and the repaired
or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or
overhaul but in no event later than the earlier of ninety (90) days after removal or the occurrence of an Event
of Default, and (iii) the Loaner Engine is free and clear of any Lien that might impair Agent's rights or
interests in the Aircraft and is maintained in accordance herewith.
(h) Borrower shall implement all security measures and systems required by any
governmental authority, or by any insurance policies or that are necessary or appropriate for the proper
protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking,
destruction, bombing, terrorism or similar acts. Upon Agent's request (but without Agent having any
obligation with respect to Borrower's compliance with the provisions of this Section 2.5(h)), Borrower shall
provide Agent with evidence of Borrower's compliance with its obligations under this Section 2.5(h).
2.6 Insurance.
(a) Borrower agrees to maintain at all times, at its sole cost and expense, with insurers of
recognized reputation and responsibility satisfactory to Agent (but in no event having an A.M. Best or
comparable agency rating of less than "A-"):
(i) (A) comprehensive aircraft and general liability insurance against bodily injury or
property damage claims including, without limitation, contractual liability, premises damage, public liability,
death and property damage liability, public and passenger legal liability coverage, and sudden accident
pollution coverage, in an amount not less than $150,000,000.00 for each single occurrence, and (B)
personal injury liability in an amount not less than $25,000,000.00;
(ii) "all-risk" ground, taxiing, and flight hull insurance on an agreed-value basis, covering
the Aircraft, provided that such insurance shall at all times be in an amount not less than the full
replacement value of the Aircraft (as determined by Agent in its reasonable judgment) (such amount re-
determined as of each anniversary of the Closing Date for the next succeeding year throughout the term
of this Agreement); and
(iii) war risk and allied perils (including confiscation, appropriation, expropriation,
terrorism and hijacking insurance) in the amount of $50,000,000 for liability insurance and in the amount
required in paragraph (b) above for hull insurance.
(b) Any policies of insurance carried in accordance with this Section 2.6 and any policies
taken out in substitution or replacement of any such policies shall (i) be endorsed to name Agent and
Lenders as additional insureds as their interests may appear (but without responsibility for premiums), (ii)
provide, with respect to insurance carried in accordance with Section 2.6(a)(ii) or (a)(iii) above, that any
amount payable thereunder shall be paid directly to Agent as sole loss payee and not to Agent and
Borrower jointly, (iii) provide for thirty (30) days' (seven (7) days' in the case of war, hijacking and allied
perils) prior written notice by such insurer of cancellation, (iv) include a severability of interest clause
providing that such policy shall operate in the same manner as if there were a separate policy covering
2394767
7
(RK-244 SECURITY AGREEMENT)
EFTA00012249

=== Page 140 ===
EFTA00012250

=== Page 141 ===
each insured, (v) waive any right of set-off against Agent and/or Lenders, and any rights of subrogation
against Agent and/or Lenders, (vi) provide that in respect of the interests of Agent and Lenders in such
policies, that the insurance shall not be invalidated by any action or inaction of Borrower or any other
Person operating or in possession of the Aircraft, regardless of any breach or violation of any warranties,
declarations or conditions contained in such policies by or binding upon Borrower or any other Person
operating or in possession of the Aircraft, and (vii) be primary, not subject to any co-insurance clause and
shall be without right of contribution from any other insurance. Notwithstanding clause (ii) of the
preceding sentence, so long as no Default or Event of Default then exists and no Event of Loss with
respect to the Aircraft has occurred, any amount payable to Agent pursuant to clause (ii) above shall be
paid if (A) $200,000.00, or more, in the aggregate, to Agent and Borrower, jointly, as their interests may
appear, and released by Agent to Borrower or other appropriate Persons in payment of the costs actually
incurred with respect to repairs made to the Aircraft so as to restore it to the operating condition required
by this Agreement, or shall be disbursed by Agent as otherwise required by this Agreement, or (B) less
than $200,000.00 in the aggregate, to Borrower (and such amounts shall be applied by Borrower to pay
the costs of such repairs). Borrower shall consult with Agent prior to agreeing to any settlement or
adjustment of any claim in respect of damage, repair or other loss to the Aircraft, including, without
limitation, the Airframe, Engines and any Part, where the cost of replacement or fair market value of the
damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any
Part, is in excess of $200,000.00.
(c) All of the coverages required herein shall be in full force and effect worldwide throughout
any geographical areas to, in or over which the Aircraft is operated. Borrower shall not self-insure (by
deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be
maintained hereunder. All insurance proceeds payable under the requisite policies shall be payable in U.S.
Dollars. Borrower agrees that it shall obtain and maintain such other insurance coverages, or cause
adjustments to be made to the scope, amount or other aspects of the existing insurance coverages, as
promptly as practicable upon Agent's request, as and when Agent, in the exercise of its good faith credit
discretion, deems such additional insurance coverages or modifications to be appropriate in light of any
changes in Applicable Standards, the insurance market, Borrower's anticipated use of the Aircraft or other
pertinent circumstances.
(d) Annually on or before the anniversary of the policy expiration date, Borrower shall furnish to
Agent evidence of insurance coverage in form and substance reasonably satisfactory to Agent evidencing
that Borrower has obtained the insurance coverages required herein for a twelve (12) month or greater period
commencing from and after such anniversary date, and, if Agent shall so request, a copy of the applicable
policies. In the event Borrower shall fail to maintain insurance as herein provided, Agent and/or Lenders
may, at their option, provide such insurance, and Borrower shall, upon demand, reimburse Agent and/or
Lenders for the cost thereof, together with interest at the highest default rate of interest provided for in the
Loan Documents from the date of payment through the date of reimbursement.
2.7 Event of Loss.
(a) Upon the occurrence of any Event of Loss with respect to the Airframe and/or the Aircraft,
Borrower shall notify Agent of any such Event of Loss within five (5) Business Days of the date thereof.
Borrower shall pay Agent, within forty-five (45) days after the occurrence of such Event of Loss, in
immediately available funds the greater of (i) all insurance proceeds received by Borrower in connection with
such Event of Loss, and (ii) the Minimum Payment set forth on Annex G hereto corresponding to the month
in which such payment occurs, together with any principal installment then due and payable under the
Obligations and all interest accrued on the Obligations through the date of payment to Agent, first, to be
applied to the payment in whole or in part of the Obligations in such order and manner as Agent may
elect, and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the
unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal
installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date
immediately following the sale date to reflect the amortization of the then unpaid principal balance of such
Note over the remaining payment dates as determined by Agent in its sole discretion. Upon indefeasible
payment in full of such amounts and so long as no Event of Default has occurred and is continuing, the
2394767
8
(RK-244 SECURITY AGREEMENT)
EFTA00012251

=== Page 142 ===

=== Page 143 ===
Aircraft shall be released from the security interest of this Agreement, and Agent shall discharge all
registrations with the International Registry with respect to the Aircraft.
(b) Upon an Event of Loss with respect to any Engine or APU under circumstances in which
there has not occurred an Event of Loss with respect to the Airframe, Borrower shall, within thirty (30) days
after the occurrence of such Event of Loss, replace such Engine or APU, as applicable, and grant to Agent a
first priority security interest and security assignment in a similar or better engine or auxiliary power unit, as
applicable. Such engine or auxiliary power unit, as applicable, shall be of the same make and model
number as the Engine or APU suffering the Event of Loss and shall be free and clear of all Liens and shall
have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine
or APU suffering the Event of Loss, assuming such Engine or APU was in the condition and repair required
by the terms hereof immediately prior to the occurrence of such Event of Loss. Borrower, at its own cost
and expense, shall furnish Agent with such documents to evidence such conveyance and make such filings
as Agent shall request to subject such engine or auxiliary power unit, as applicable, to the lien of this
Agreement. Each such replacement engine or auxiliary power unit, as applicable, shall, after such
conveyance be deemed an "Engine" or "APU" (as defined herein), as applicable, and shall be deemed part
of the same Aircraft as was the Engine or APU replaced thereby.
(c) Agent shall be entitled to receive and retain all proceeds payable by any insurer with
respect to an Event of Loss, by any manufacturer with respect to a Return to Manufacturer or by any
governmental authority with respect to any Requisition of Use, as the case may be; provided, however, that
so long as no Default or Event of Default then exists and Borrower has complied with the provisions of this
Section 2.7, then Agent shall remit such proceeds to Borrower.
(d) If the Airframe, any Engine, APU or major Part has suffered any damage requiring the FAA
to be notified of such damage by use of an FAA Form 337 or otherwise, then within ten (10) days of such
notification to the FAA, Borrower shall notify Agent of such damage, and Agent and Borrower shall consult
for the purpose of determining the diminished value of the Aircraft resulting from such damage history. The
diminished value of the Aircraft shall be the amount by which the fair market sales value of the Aircraft
without such damage history exceeds the fair market sales value of the Aircraft with such damage history.
For purposes hereof, fair market sales value shall be determined on the following basis: (i) the value shall
be the amount which would be obtained in an arm's length transaction between an informed and willing
buyer (who is not a used aircraft dealer), and an informed and willing seller under no compulsion to sell; (ii)
the costs of removal of the Aircraft from its then location shall not be a deduction from such value; and (iii) in
determining any such value, it shall be assumed (whether or not the same be true) that the Aircraft has been
maintained by Borrower and is in the condition in which it is required to be in accordance with this
Agreement and that the total number of Airframe flight hours (including any component with hourly overhaul
schedules) accumulated from the Closing Date to the date of such damage do not exceed the product of the
flight hours limitation set forth in Annex B hereto times the number of twelve month periods and any portion
thereof from the Closing Date to such date.
Within ten (10) days after Borrower and Agent agree upon the diminished value of the Aircraft,
Borrower shall pay Agent the amount of such diminished value, which payment Agent shall apply as a
partial prepayment of the Obligations without any prepayment penalty. If Borrower and Agent cannot agree
on the diminished value of the Aircraft within ten (10) days after notification of such damage to the FAA,
then Agent shall appoint an independent appraiser (reasonably acceptable to Borrower) to determine such
value. Borrower agrees to pay the costs and expenses of any such determination and appraisal. The
independent appraiser shall be required to complete such determination as promptly as practicable, but in
any event, not later than forty (40) days after the date on which it is appointed. A final determination by the
independent appraiser regarding the extent of any diminished value of the Aircraft shall be binding on
Borrower and Agent. Within ten (10) days after the independent appraiser's determination of the diminished
value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment
Lenders shall apply as a partial prepayment of the Obligations without any prepayment penalty.
2394767
9
(RK-244 SECURITY AGREEMENT)
EFTA00012253

=== Page 144 ===
EFTA00012254

=== Page 145 ===
SECTION 3. Security Interest; Power of Attorney: Inspection; Release of Lien.
3.1 Grant of Security Interest. As collateral security for the prompt and complete payment and
performance as and when due of all of the Obligations and in order to induce Lenders to amend the
Existing Documents, Borrower hereby grants, pledges and assigns to Agent (for the benefit of Lenders) a
first priority security interest, security assignment and Lien, in, against, under and with respect to all of
Borrower's right, title and interest in, to and under all of the following collateral, whether now existing or
hereafter acquired (collectively, the "Collateral"): (i) the Aircraft, including the Airframe, each of the
Engines, the APU and the Records; (ii) the Parts; (iii) any and all present and future Third Party
Agreements; (iv) any and all other associated rights secured by or associated with the Airframe and/or the
Engines, together with any related international interests; and (v) all proceeds of the foregoing. The
foregoing shall not be deemed in any way whatsoever as an agreement by Agent or Lenders to permit or
allow Borrower to enter into any Third Party Agreements, and Borrower shall only be allowed to enter into
any of the foregoing in accordance with the terms of this Agreement. Notwithstanding anything to the
contrary contained herein or otherwise, neither Agent nor either Lender assumes, by virtue of this
Agreement or otherwise, any obligations, liabilities and/or duties of any kind whatsoever of Borrower
(and/or of any other Person) under, or with respect to, the Collateral, and neither Agent nor either Lender
shall be responsible in any way whatsoever for the performance of any obligations, liabilities and/or duties
of any kind whatsoever by Borrower (and/or by any other Person) in connection with, relating to, or arising
under, the Collateral.
3.2 Agent Appointed as Attorney-in-Fact. Borrower hereby irrevocably constitutes and appoints
Agent and any employee, officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full power and authority in the place and stead of Borrower and in the name of
Borrower or in its own name, from time to time in Agent's sole discretion, for the purpose of carrying out
the terms of this Agreement, and Borrower hereby further irrevocably authorizes Agent and any employee,
officer or agent thereof to take any and all appropriate action and to make, execute, deliver, file and/or record
any and all instruments or documents (including, without limitation, any FAA filings, UCC financing
statements or UCC amendments or any control agreements) and to make, cause to be made and/or consent
to all registrations with the International Registry that may be necessary or desirable to accomplish the
purposes of this Agreement or any of the other Loan Documents. This appointment is coupled with an
interest, is irrevocable and shall terminate only upon indefeasible payment and performance in full of all of
the Obligations. Without limiting the generality of the foregoing, Borrower hereby further agrees that (i)
Agent shall have authority, during the continuance of an Event of Default, to endorse Borrower's name on
any checks, notes, drafts or any other payments or instruments relating to the Collateral and constituting
Collateral that come into Agent's or either Lender's possession or control and to settle, adjust, receive
payment and make claim or proof of loss and (ii) Borrower shall not file or record any corrective or
termination statements with respect to any UCC financing statements, amendments or assignments or
control agreements filed or recorded by or for the benefit of Agent with respect to any of the Collateral and
shall not discharge or allow to be discharged any international interest or other Registerable Interest created
in favor of Agent hereunder or under the Loan Documents prior to the indefeasible payment in full of the
Obligations and termination of this Agreement and the other Loan Documents. The powers conferred on
Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be
responsible to Borrower for any act or failure to act.
3.3 Consent to Registration of International Interest. Borrower hereby (a) consents to the
registration of any international interest or other Registerable Interest arising in connection with this
Agreement, any of the other Loan Documents and any subordination, amendment, discharge or undertaking
permitted by the Cape Town Convention with respect thereto, and (b) authorizes its professional user entity
to consent to such registration (including all final consents thereto), upon request therefor by Agent. At
closing, Borrower hereby agrees to further authorize its professional user entity to consent to any and all
such registrations.
2394767
10
(RK-244 SECURITY AGREEMENT)
EFTA00012255

=== Page 146 ===
EETA00012256

=== Page 147 ===
3.4 Inspection. Agent or its authorized representatives shall have the right, but not the duty, to
inspect the Aircraft, any part thereof and/or the Records, at any reasonable time and from time to time,
wherever located, upon reasonable prior written notice to Borrower; except that no advance notice shall be
necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the
occurrence of an Event of Default. Upon request of Agent, Borrower shall promptly provide Agent with
notice of the location of the Aircraft and with all Records. Borrower shall be responsible for the
reasonable cost of any inspection conducted after the occurrence of an Event of Default and shall pay
Agent such amount promptly upon demand. Notwithstanding anything to the contrary herein, if no Default
or Event of Default shall then exist, Agent shall be permitted to conduct not more than two (2) such
inspections during any fiscal year of Borrower.
3.5 Release of Lien. So long as no Default or Event of Default then exists or would result
therefrom, Agent hereby agrees to release the Aircraft and other Collateral from the Lien of this
Agreement upon the payment of the Sale Payment in connection with the sale of the Aircraft pursuant to
Section 2.4 above.
SECTION 4. Events of Default. The term "Event of Default", wherever used herein, shall mean:
(a) Borrower shall fail to pay any Obligation within five (5) Business Days after the same shall
become due and payable (whether at the stated maturity, by acceleration, upon demand or otherwise); or
(b) Borrower shall default in the payment or performance of any indebtedness, liability or
obligation to (i) Agent or either Lender or any Affiliate of either Lender, the amount of which, whether
accelerated or otherwise, is in excess of $250,000.00, or (ii) any other Person, the amount of which,
whether accelerated or otherwise, is in excess of $500,000.00, and in each case any applicable grace
period with respect thereto has expired; or
(c) Borrower shall fail to keep in full force and effect any of the insurance coverages required
under this Agreement or shall operate the Aircraft at a time when, or at a place in which, such insurance
shall not be in effect; or
(d) Borrower shall fail to maintain, use or operate the Aircraft in compliance with this Agreement; or
(e) Borrower shall (except as expressly permitted by the provisions of this Agreement) sell, assign,
charter, lease, timeshare, pool, interchange, convey, mortgage, exchange or otherwise transfer or relinquish
possession of or dispose of, or create, assume or suffer to exist any Liens (other than Permitted Liens) on
or with respect to, the Aircraft, any part thereof or any of the other Collateral, or Borrower's interest
therein, or attempt or offer to do any of the foregoing, or permit the same to occur; or
(f) Borrower shall fail to perform or observe any agreement (other than those specifically referred
to in this Section 4) required to be performed or observed by it under this Agreement or in any of the other
Loan Documents, and such failure shall continue uncured for thirty (30) days after written notice thereof
from Agent to Borrower (but such notice and cure period will not be applicable unless such breach is
curable by practical means within such notice period); or
(g) any representation or warranty made by Borrower in this Agreement or in any of the other
Loan Documents or in any agreement, document or certificate delivered by Borrower in connection
herewith or pursuant hereto shall prove to have been incorrect, misleading, or inaccurate in any material
respect when such representation or warranty was made or given (or, if a continuing representation or
warranty, at any time); or
(h) Borrower shall (i) generally fail to pay its debts as they became due, admit its inability to pay its
debts or obligations generally as they fall due, or shall file a voluntary petition in bankruptcy or a voluntary
petition or an answer seeking reorganization in a proceeding under any bankruptcy. laws or other
insolvency laws, or an answer admitting the material allegations of such a petition filed against Borrower
in any such proceeding; or (ii) by voluntary petition, answer or consent, seek relief under the provisions of
2394767
11
(RK-244 SECURITY AGREEMENT)
EFTA00012257

=== Page 148 ===
EFTA00012258

=== Page 149 ===
any other bankruptcy or other insolvency or similar law providing for the reorganization or liquidation of
companies, or providing for an assignment for the benefit of creditors, or providing for an agreement,
composition, extension or adjustment with its creditors; or
(i) a petition against Borrower in a proceeding under applicable bankruptcy laws or other
insolvency laws, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed
within sixty (60) days thereafter, or if, under the provisions of any law providing for reorganization or
liquidation of companies that may apply to Borrower, any court of competent jurisdiction shall assume
jurisdiction, custody or control of Borrower or of any substantial part of its property and such jurisdiction,
custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60)
days after the filing date; or
(j) any judgment, attachment or garnishment against Borrower with respect to aggregate claims in
excess of $500,000.00 (after giving effect to any insurance available therefore) shall remain unpaid,
unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty (30) days; or
(k) the occurrence of any of the following events: (A) Borrower enters into any transaction of
merger, consolidation or reorganization (unless Borrower is the surviving entity and, after giving effect to
such event, is in compliance with the financial covenants set forth in the Loan Documents on a pro forma
basis); (B) Borrower ceases to do business as a going concern, liquidates, or dissolves, or sells, transfers
or otherwise disposes of all or substantially all of its assets or property; (C) Borrower becomes the subject
of, or engages in, a leveraged buy-out that does not result in a change of ownership or control covered by
clause (E) of this paragraph; (D) Borrower changes the form of organization of its business; or (E) there is
any substantial change in the ownership or control of the membership interests of Borrower such that the
holder(s) that own or control fifty percent (50%) or more of such membership interests as of the Closing
Date no longer do so; or
(I) this Agreement shall cease to be in full force and effect or shall cease to give Agent the rights
and interests purported to be created hereunder, including, without limitation, the failure of the interests
granted hereunder to constitute a registered international interest in the Collateral subject to the Cape
Town Convention (other than as a result of any failure in filing or otherwise on the part of Agent or its
agents); or
(m) a Default or an Event of Default (as such terms are defined therein) shall occur under any of
the other Loan Documents.
SECTION 5.
Remedies.
5.1
Remedies. If an Event of Default occurs, in addition to all other rights and remedies
granted to it in this Agreement and in the other Loan Documents, Agent may exercise all rights and
remedies of a secured party under the UCC or of a creditor, including a security assignee, under the
Cape Town Convention (including without limitation, the remedies contemplated by Article 13 of the
Convention and/or Article IX of the Protocol) or under any other Applicable Law. Without limiting the
generality of the foregoing, Borrower agrees that upon the occurrence of an Event of Default, Agent,
without demand or notice of any kind (except the notice specified below of time and place of public or
private sale) to or upon Borrower or any other Person (all and each of which demands and/or notices are
hereby expressly waived), in Agent's sole discretion, may exercise any one or more of the following
remedies: (i) proceed at law or in equity, to enforce specifically Borrower's performance or to recover
damages; (ii) terminate the right of any third party to use, possess or control the Aircraft; (iii) to the extent
permitted by Applicable Law, enter the premises where the Aircraft is located and take immediate
possession of and remove (or disable in place) the Aircraft (and/or any Engines, APU and/or Parts then
unattached to the Aircraft) by self-help, summary proceedings or otherwise without liability if conducted in
accordance with Applicable Law; (iv) use Borrower's premises for storage without liability, except for its
own gross negligence or willful misconduct; (v) preserve the Airframe, Engines, APU and/or Parts, and
their respective value (but without any obligation to do so), immobilize or keep idle the Airframe and/or
any Engine, APU or Part, manage, sell, lease, assign or otherwise dispose of the Airframe and/or any
2394767
12
(RK-244 SECURITY AGREEMENT)
EFTA00012259

=== Page 150 ===
EFTA00012260

=== Page 151 ===
Engine, APU or Part or any of the other Collateral, whether or not in Agent's possession, in one or more
parcels, at public or private sale or sales, with no less than ten (10) working days' prior notice to Borrower
of any proposed sale or lease of the Airframe or any Engine, which Borrower acknowledges as
constituting "reasonable prior notice" for the purposes of the Cape Town Convention, at such prices as
Agent may deem best; (vi) apply any deposit, other cash collateral, or collect and apply proceeds to
reduce any amounts due to Agent and/or Lenders; (vii) terminate any Third Party Agreement, without
regard as to the existence of any event of default thereunder and recover, or cause Borrower and any
party to any Third Party Agreement and any Person taking by or through any of them to relinquish
possession and return the Aircraft, including the Engines, APU and Parts, pursuant to this Section 5,
and/or exercise any and all other remedies under any Third Party Agreements, or in Borrower's stead, to
the extent provided for under, or otherwise available to Borrower in connection with any Third Party
Agreement; (viii) collect, receive, appropriate and realize upon the Collateral, or any part thereof; (ix)
demand and obtain from any court speedy relief pending final determination available at law (including,
without limitation, possession, control, custody or immobilization of the Aircraft or preservation of the
Aircraft or its fair market value); (x) procure the deregistration (whether by utilizing the IDERA or
otherwise) and/or export and physical transfer of the Aircraft from the territory in which it is then situated;
and (xi) exercise any and all other remedies allowed by Applicable Law, including, without limitation, the
Cape Town Convention and the UCC. Agent or either Lender shall have the right upon any such public
sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which
right or equity of redemption is hereby expressly released. Borrower further agrees, at Agent's request,
to assemble the Collateral, make it available to Agent at such places as Agent shall reasonably select,
whether at Borrower's premises or elsewhere. Agent shall deliver to each Lender its pro rata share of the
net proceeds of any such realization (after deducting all reasonable costs and expenses of every kind
incurred in connection therewith) ("Net Proceeds") based on such Lender's pro rata share of the
Obligations then outstanding first, to be applied to the payment in whole or in part of the Obligations in such
order and manner as Lenders may elect, and second, any excess remaining after such application, to be
disbursed to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages
and demands against Agent and each Lender arising out of the repossession, retention, sale or other
disposition of the Collateral, except any claims or damages related to or arising out of the gross
negligence or willful misconduct of Agent or such Lender and any claims to any excess Net Proceeds
remaining after the application of any Net Proceeds in accordance with the immediately preceding
sentence. Borrower agrees that Agent need not give more than ten (10) working days' notice (as
contemplated under the Cape Town Convention) of the time and place of any public sale or of the time
after which a private sale may take place and that such notice is reasonable notification of such matters.
Borrower shall be liable for any deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay in full the Obligations.
5.2
Relief Pending Final Determination. Without limiting the generality of Agent's other
remedies set forth in this Section 5, in the event Agent adduces evidence of an Event of Default by
Borrower, Agent may, pending final determination of its claim, obtain from a court speedy (as defined in
Article 20 of the Cape Town Convention) relief in the form of such one or more of the following orders as
Agent requests:
(a) preservation of the Aircraft and its value;
(b) possession, control or custody of the Aircraft;
(c) immobilization of the Aircraft;
(d) lease or, except where covered by sub-paragraphs (a) to (c), management of the
Aircraft and the income therefrom; and
(e) if at any time Borrower and Agent specifically agree, sale and application of
proceeds therefrom.
In furtherance thereof, Agent and Borrower hereby agree to exclude the application of paragraph
4 of Article 20 of the Cape Town Convention. Nothing in this Section 5.2 shall limit the availability to
Agent of other forms of interim relief.
2394767
13
(RK-244 SECURITY AGREEMENT)
EFTA00012261

=== Page 152 ===
ETA

=== Page 153 ===
5.3
No Waiver: Cumulative Remedies. No right or remedy is exclusive. Borrower hereby
acknowledges that none of the provisions of this Section 5, including any remedies set forth or referenced
herein, is "manifestly unreasonable" for the purposes of the Cape Town Convention. Each may be used
successively and cumulatively and in addition to any other right or remedy referred to above or otherwise
available to Agent and/or Lenders at law or in equity, including, such rights and/or remedies as are
provided for in the UCC and/or the Cape Town Convention, but in no event shall Agent and/or Lenders be
entitled to recover any amount in excess of the maximum amount recoverable under Applicable Law with
respect to any Event of Default. No express or implied waiver by Agent and/or Lenders of any Default or
Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or
subsequent Default or Event of Default. The failure or delay of Agent and/or Lenders in exercising any
rights granted it hereunder upon the occurrence of any of the contingencies set forth herein shall not
constitute a waiver of any such right upon the continuation or reoccurrence of any such contingencies or
similar contingencies, and any single or partial exercise of any particular right by Agent and/or Lenders
shall not exhaust the same or constitute a waiver of any other right provided for or otherwise referred to
herein. After the occurrence of any Default or Event of Default, the acceptance by Agent and/or Lenders
of any installment of principal and/or interest or of any other sum owing hereunder or under the other
Loan Documents shall not constitute a waiver of such Default (unless such Default arose from the failure
to pay such installment and such installment was paid in full) or Event of Default, regardless of Agent's
and/or either Lender's knowledge or lack of knowledge thereof at the time of acceptance of any such
payment and shall not constitute a reinstatement of this Agreement if Agent and/or either Lender has sent
Borrower a notice of default, unless Agent shall have agreed in writing to reinstate this Agreement and
waive the Default or Event of Default. To the extent permitted by Applicable Law, Borrower waives any
rights now or hereafter conferred by statute or otherwise that limit or modify any rights or remedies of
Agent and/or Lenders under this Agreement, including, without limitation, the provisions of Articles 11(2)
and 13(2) of the Convention and Article IX(6) of the Protocol.
SECTION 6. Miscellaneous.
6.1 Notices. All communications and notices provided for herein shall be in writing and shall be
deemed to have been duly given or made (i) upon hand delivery, or (ii) upon delivery by an overnight
delivery service, or (iii) three (3) Business Days after being deposited in the U.S. mail, return receipt
requested, first class postage prepaid, and addressed to Agent at the address set forth above or to
Borrower at its address set forth under its signature hereto or such other address as either party may
hereafter designate by written notice to the other, or (iv) when sent by telecopy (with customary
confirmation of receipt of such telecopy) on the Business Day when sent or upon the next Business Day if
sent on other than a Business Day.
6.2 Expenses and Fees; Indemnity; Performance of Borrower's Obligations.
(a) Borrower shall pay to Agent and each Lender upon demand all out-of-pocket fees, costs
and expenses incurred by or on behalf of Agent or such Lender at any time in connection with (i) the
negotiation, preparation, execution, delivery and enforcement of this Agreement and the other Loan
Documents and the collection of the Obligations, (ii) the creation, preservation and protection of the
Collateral and the perfection and first priority of Agent's security interest, security assignment and Lien
thereon, including any discharges and subordinations required to maintain such first priority and to
remove or discharge any Liens not constituting Permitted Liens, or (iii) Borrower's exercise of any right
granted under, or any amendment or other modification to any of, the Loan Documents. Such fees, costs
and expenses shall include, without limitation, appraisal and inspection fees, the fees and expenses of
FAA Counsel and of Agent's and each Lender's counsel, consultants and brokers, UCC, FAA, International
Registry and other applicable title, interest and Lien searches, and costs and expenses relating to recovery,
repossession, storage, insurance, transportation, repair, refurbishment, advertising, sale and other
disposition of the Aircraft. Borrower shall also pay all fees (including license, filing and registration fees),
taxes, assessments and other charges of whatever kind or nature that may be payable or determined to
be payable in connection with the execution, delivery, recording or performance of this Agreement or any
of the other Loan Documents or any modification thereof.
2394767
14
(RK-244 SECURITY AGREEMENT)
EFTA00012263

=== Page 154 ===
EFTA00012264

=== Page 155 ===
(b) Borrower hereby further agrees to pay, indemnify, and hold Agent and each Lender and
their respective Affiliates and all of Agent's and each Lender's and such Affiliates' respective directors,
shareholders, officers, employees, agents, predecessors, attorneys-in-fact, lawyers, successors and
assigns (Agent, each Lender, their respective Affiliates and all of such other parties and entities
sometimes hereinafter collectively, the "Indemnified Parties") harmless, on a net after-tax basis, from and
against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out-of
pocket costs, expenses or disbursements of any kind or nature whatsoever arising with respect to or in
connection with the Loan Documents or the Collateral, including, without limitation, the ownership, lease,
possession, use, sale or other disposition of the Aircraft and the other Collateral or the execution, delivery,
enforcement, performance or administration of this Agreement or any of the other Loan Documents (the
foregoing being referred to as the "indemnified liabilities"), provided, that Borrower shall have no obligations
thereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of
Agent or such Lender, as applicable.
(c) If Borrower fails to perform or comply with any of its agreements contained herein or in
the other Loan Documents, including, without limitation, its obligations to keep the Aircraft free and clear
of Liens, to comply with Applicable Standards or to obtain the requisite insurance coverages, Agent and/or
either Lender shall have the right, but shall not be obligated, to effect such performance or compliance,
with such agreement. Any expenses of Agent and/or either Lender incurred in connection with effecting
such performance or compliance, together with interest thereon at the highest default rate of interest
provided for in the Loan Documents from the date incurred until reimbursed, shall be payable by Borrower
to Agent and/or such Lender promptly on demand and until such payment shall constitute part of the
Obligations secured hereby. Any such action shall not be a cure or waiver of any Default or Event of
Default hereunder.
(d) Without waiving any other rights or remedies of Agent, due to the often time intensive
nature of reviewing complex reorganizations, if Borrower requests Agent's consent to the corporate or
other entity reorganization of Borrower or any Affiliate of Borrower, Agent may require, at its option, a Two
Thousand Dollar ($2,000.00) review fee; plus, Agent may, at Borrower's expense, retain outside counsel
to aid in review of the reorganization documentation.
6.3 Entire Agreement; Modifications. This Agreement and the other Loan Documents constitute
the entire understanding and agreement of the parties hereto with respect to the matters contained herein
and shall completely and fully supersede all other prior agreements (including any proposal letter,
commitment letter, and/or term sheet), both written and oral, between Agent and/or either Lender and
Borrower relating to the Obligations. None of Agent, either Lender nor Borrower shall hereafter have any
rights under such prior agreements but shall look solely to this Agreement and the other Loan Documents
for the definition and determination of all of their respective rights, liabilities and responsibilities relating to
the Obligations. Neither this Agreement, nor any terms hereof, may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party against which enforcement of a
change, waiver, discharge or termination is sought.
6.4 Construction of this Agreement and Related Matters. All representations and warranties made
in this Agreement shall survive the execution and delivery of this Agreement. Borrower's obligations
contained in Section 6.2 hereof shall survive the payment and performance of the Obligations and the
termination of this Agreement. This Agreement may be executed by the parties hereto on any number of
separate counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument. The headings of the Sections
hereof are for convenience only, are not part of this Agreement and shall not be deemed to affect the
meaning or construction of any of the provisions hereof. Time is of the essence in the payment and
performance of all of Borrower's obligations under this Agreement. Any provision of this Agreement that
may be determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective in such jurisdiction to the extent thereof without invalidating the remaining provisions of this
Agreement, which shall remain in full force and effect.
2394767
15
(RK-244 SECURITY AGREEMENT)
EFTA00012265

=== Page 156 ===
EFTA00012266

=== Page 157 ===
6.5 Lender's Assignment. Each Lender, may at any time, with or without notice to Borrower, grant a
security interest in, sell, assign or otherwise transfer (an "Assignment") all or any part of its interest in this
Agreement and the other Loan Documents (including all associated rights associated with or secured
thereby and the related international interests) or any amount due or to become due hereunder or
thereunder, and Borrower shall perform all of its obligations under the Loan Documents, to the extent so
transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any
successors and assigns, an "Assignee"); provided that no such Assignment shall be to any Person
engaged in the operation of a fractional aircraft ownership program. Borrower hereby waives any right to
assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff,
recoupment, claim or counterclaim that Borrower may have against Agent or such Lender, other than
defenses arising from fraudulent acts on the part of Assignee. Upon the express assumption by such
Assignee of such Lender's obligations hereunder, such Lender shall be relieved of any such assumed
obligations. Borrower hereby consents to any such assignment, grant, sale or transfer, including, without
limitation, for purposes of the Cape Town Convention. If so directed in writing, Borrower shall pay all
amounts due or to become due to the applicable Lender under the Loan Documents and/or any related
associated rights and international interests directly to Assignee or any other party designated in writing by
such Lender. Borrower acknowledges and agrees that such Lender's right to enter into an Assignment is
essential to such Lender and, accordingly, waives any restrictions under Applicable Law with respect to an
Assignment and any related remedies. Upon the request of such Lender or any Assignee, Borrower also
agrees (a) to promptly execute and deliver to such Lender or to such Assignee an acknowledgment of
assignment in form and substance satisfactory to the requesting party, an insurance certificate naming
Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required
hereby, a consent to the Assignment for International Registry purposes, as well as renew any authorization
required by the International Registry in connection with such consent, such as renewing its transacting user
entity status and re-designating a professional user entity, if necessary in Agent's or such Lender's
judgment, and such other documents and assurances reasonably requested by Agent, such Lender or
Assignee and make, or cause to be made, all registrations (including all assignments and subordinations)
and all amendments, extensions and discharges with the International Registry reasonably requested by
Agent, such Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any
authorization required by the International Registry in connection therewith, including renewing its
transacting user entity status and re-designating a professional user entity, if necessary in Agent's and/or
such Lender's judgment), and (b) to comply with the reasonable requirements of any such Assignee in order
to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith
or secured thereby and the related international interests), proceeds and other Collateral.
6.6 Jurisdiction. Borrower hereby irrevocably consents and agrees that any legal action, suit or
proceeding arising out of or in any way in connection with this Agreement or any of the other Loan
Documents may be instituted or brought in the courts of the State of New York or the U.S. District Court
for the Southern District of New York, as Agent may elect or in any other state or Federal court as Agent
shall deem appropriate, and by execution and delivery of this Agreement, Borrower hereby irrevocably
accepts and submits to, for itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Borrower irrevocably
consents to service of any summons and/or legal process by first class, certified United States air mail,
postage prepaid, to Borrower at the address set forth below its signature hereto, such method of service
to constitute, in every respect, sufficient and effective service of process in any such legal action or
proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to
service of process in any other manner permitted by law or limit the right of Agent and/or either Lender to
bring actions, suits or proceedings in the courts of any other jurisdiction. Borrower further agrees that
final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be
enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment,
a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the
liability. Notwithstanding anything in the foregoing to the contrary, Agent and Borrower may bring a
judicial proceeding against the Registrar of the International Registry in the Republic of Ireland, solely
with respect to matters relating to the International Registry itself.
2394767
16
(RK-244 SECURITY AGREEMENT)
EFTA00012267

=== Page 158 ===

=== Page 159 ===
6.8 Governing Law; Binding Effect. This Agreement shall be construed and enforced in accordance
with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without
regard to the conflict of laws principles of such state, except as to the effect of Title 14, Section 5-1401 of the
New York General Obligations Law), including all matters of construction, validity, and performance. This
Agreement shall be binding upon and inure to the benefit of Borrower, Agent, and each Lender and their
respective successors and assigns, except that Borrower may not assign or transfer its rights hereunder
or any interest herein.
6.9 Jury Waiver. BORROWER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO
A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING To, ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
6.10 Counterparts; Facsimile Signatures; Other Electronic Transmissions. This Agreement and all
of the other Loan Documents, and any notices to be given pursuant to this Agreement or any of the other
Loan Documents, may be executed and delivered by telecopier, facsimile or other electronic transmission
(i.e., PDF format) all with the same force and effect as if the same was a fully executed and delivered
original counterpart. The original counterparts of this Agreement and all Loan Documents shall be
delivered by Borrower promptly after execution, and failure to so deliver, at Agent's option, shall be an
Event of Default, but failure to deliver shall in no way limit or negate enforceability of any Loan Document.
[SIGNATURE PAGE FOLLOWS]
2394767
17
(RK-244 SECURITY AGREEMENT)
EFTA00012269

=== Page 160 ===
EFTA00012270

=== Page 161 ===
IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered
by its proper and duly authorized officer as of the date first above written.
FLIGHT OPTIONS, LLC
By:
Name
Title:
Notice Address:
Flight Options, LLC
Cleveland, Ohio 44143
Attn: Chief Executive Officer
Telephone:
Facsimile:
with a copy to:
Flight Options Holdings II, Inc.
Cleveland, Ohio 44143
Attn: Treasurer
Telephone:
Facsimile:
2394767
18
(RK-244 SECURITY AGREEMENT)
EFTA00012271

=== Page 162 ===
EFTA00012272

=== Page 163 ===
ANNEX A
DEFINITIONS
The following terms shall have the following meanings for all purposes of this Agreement:
Certain of the terms used in this Agreement ("CTC Terms") have the meaning set forth in and/or intended
by the "Cape Town Convention", which term means, collectively, (i) the official English language text of
the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a
diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from
time to time (the "Convention"), (ii) the official English language text of the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16
November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended
or modified from time to time (the "Protocol"), and (iii) the related procedures and regulations for the
International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape
Town Convention, along with any successor registry (the "International Registry"), issued by the applicable
supervisory authority pursuant to the Convention and the Protocol, as the same may be amended or
modified from time to time. By way of example, but not limitation, these CTC Terms include,
"administrator", "associated rights", "proceeds", "international interests", "security assignment", "transfer",
"working days", "consent", "final consent", "priority search certificate", "professional user entity",
"transacting user entity" and "contract"; except "proceeds" shall also have the meaning set forth below.
Additional Aircraft shall mean the aircraft described on Annex E hereto and made a part hereof.
Affiliate shall mean, with respect to any Person, any Person controlling, controlled by or under common
control with such Person, and for this purpose, 'control' means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of any such Person, whether
through the legal or beneficial ownership of voting securities, by contract or otherwise.
Aircraft shall mean (i) the Airframe, (ii) the Engines, (iii) any APU, and (iv) the Records, and all
accessories, additions, accessions, alterations, modifications, Parts, repairs and attachments now or
hereafter affixed thereto or used in connection therewith, and all replacements, substitutions and exchanges
(including trade-ins) for any of the foregoing.
Airframe shall mean (i) the airframe described in Annex C hereto and shall not include the Engines or any
APU, and (ii) any and all Parts from time to time incorporated in, installed on or attached to such airframe
and any and all Parts removed therefrom so long as Agent shall retain a security interest therein in
accordance with the applicable terms of this Agreement after removal from such airframe.
Applicable Law shall mean all applicable laws, statutes, treaties, conventions, judgments, decrees,
injunctions, writs and orders of any court, governmental agency or authority and rules, regulations,
orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority as
amended and revised, and any judicial or administrative interpretation, of any of the same, including the
airworthiness certificate issued with respect to the Aircraft, the Cape Town Convention, all FARs,
airworthiness directives, and/or any of the same relating to noise, the environment, national security,
public safety, exports or imports or contraband.
Applicable Standards shall mean (i) Applicable Law, (ii) the requirements of the insurance policies
required hereunder, and (iii), with respect to the Airframe or any Engine, APU or Part, all compliance
requirements set forth in or under (A) all maintenance manuals initially furnished with respect thereto,
including any subsequent amendments or supplements to such manuals issued by the manufacturer or
supplier thereof from time to time, (B) all mandatory service bulletins issued, supplied, or available by or
through the applicable manufacturer with respect thereto, (C) all applicable airworthiness directives
issued by the FAA or similar regulatory agency having jurisdictional authority, (D) all conditions to the
enforcement of any warranties pertaining thereto, (E) the FAA approved maintenance program with respect
2394767
19
(RK-244 SECURITY AGREEMENT)
EFTA00012273

=== Page 164 ===
EFTA00012274

=== Page 165 ===
to the Airframe, the Engines, any APU or Part, and (F) any Computerized Maintenance Monitoring
Program or Engine Maintenance Program.
APU shall mean (i) any auxiliary power unit described in Annex C hereto and installed on the Airframe as
of the Closing Date, whether or not hereafter installed on the Airframe or any other airframe from time to
time; (ii) any auxiliary power unit that may from time to time be substituted, pursuant to the applicable terms
of this Agreement, for an APU; and (iii) any and all Parts incorporated in or installed on or attached to such
auxiliary power unit or any and all Parts removed therefrom so long as Agent shall retain a security
interest therein in accordance with the applicable terms of this Agreement after such removal.
Business Day shall mean any day other than a Saturday, Sunday or other day on which banks located in
New York, New York are closed or are authorized to close.
Collateral shall have the meaning set forth in Section 3.1 hereof.
Computerized Maintenance Monitoring Program shall mean any automated on-line maintenance tracking
program with respect to the Airframe provided by Borrower, the manufacturer of the Airframe or by a third
party, such as CAMP, that is approved by Agent and which makes data with respect to the Aircraft
available to Agent.
Consent to Lease shall mean the Consent to Lease to be entered into as of the date of any lease permitted
by Section 2.4 hereof, among Agent, Borrower and the lessee under such lease.
Default shall mean an event or circumstance that, after the giving of notice or lapse of time, or both, would
become an Event of Default.
Engine shall mean (i) each of the engines described in Annex C hereto and installed on the Airframe as of
the Closing Date, whether or not thereafter installed on the Airframe or any other airframe from time to
time; (ii) any engine that may from time to time be substituted, pursuant to the applicable terms of this
Agreement, for an Engine; and (iii) any and all Parts incorporated in or installed on or attached to such
engine or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in
accordance with the applicable terms of this Agreement after such removal.
Engine Maintenance Program shall mean the Engines' power by the hour engine maintenance program
provided by the Engines' manufacturer.
Event of Default shall have the meaning set forth in Section 4 hereof.
Event of Loss with respect to the Aircraft, the Airframe, any Engine or any APU shall mean any of the
following events: (i) loss of such property or the use thereof due to theft, disappearance, destruction,
damage beyond repair or rendition of such property permanently unfit for normal use for any reason
whatsoever; (ii) any damage to such property that results in an insurance settlement with respect to such
property on the basis of a total loss or constructive total loss; (iii) the condemnation, confiscation or
seizure of, or requisition of title to or use of, such property by the act of any government (foreign or
domestic) or of any state or local authority or any instrumentality or agency of the foregoing ("Requisition
of Use"); (iv) as a result of any rule, regulation, order or other action by any government (foreign or
domestic) or governmental body (including, without limitation, the FAA or any similar foreign
governmental body) having jurisdiction, the use of such property shall have been prohibited, or such
property shall have been declared unfit for use, for a period of six (6) consecutive months, unless
Borrower, prior to the expiration of such six-month period, shall have undertaken and, in the opinion of
Agent, shall be diligently carrying forward all steps that are necessary or desirable to permit the normal
use of such property by Borrower or, in any event, if use shall have been prohibited, or such property
shall have been declared unfit for use, for a period of twelve (12) consecutive months; (v) with respect to
an Engine or an APU, the removal thereof from the Airframe for a period of six (6) consecutive months or
longer, whether or not such Engine or APU is operational; or (vi) an Engine or an APU is returned to the
manufacturer thereof, other than for modification in the event of patent infringement or for repair or
2394767
20
(RK-244 SECURITY AGREEMENT)
EFTA00012275

=== Page 166 ===

=== Page 167 ===
replacement (any such return being herein referred to as a "Return to Manufacturer"). The date of such
Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use,
prohibition, unfitness for use for the stated period, removal for the stated period or Return to
Manufacturer.
FAA shall mean the United States Federal Aviation Administration and/or the Administrator of the Federal
Aviation Administration and the Department of Transportation, or any Person, governmental department,
bureau, authority, commission or agency succeeding the functions of any of the foregoing, including,
where applicable, the Transportation Security Administration.
FAA Counsel shall mean such counsel as Agent may designate from time to time to assist it with FAA
matters.
FARs shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14
C.F.R. Part 1 et seq.), together with all successor regulations thereto.
Financed Aircraft shall mean the aircraft described on Annex D hereto and made a part hereof.
GAAP shall mean generally accepted accounting principles in the United States as then in effect, which
shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a
basis consistent with the past accounting practices and procedures of Borrower.
IDERA shall mean an Irrevocable De-Registration and Export Request Authorization substantially in the
form of Annex F attached hereto.
Impositions shall have the meaning set forth in Section 2.3 hereof.
Liens shall mean all liens, charges, security interests, leaseholds, international interests and other
Registerable Interests and encumbrances of every nature and description whatever, including, without
limitation, any rights of third parties under Third Party Agreements, and any registrations on the International
Registry, without regard to whether such registrations are valid.
Loan Documents shall mean this Agreement, any Consent to Lease and any and all other documents,
agreements or instruments securing, evidencing or relating to the Obligations, as the same may be
amended from time to time.
Material Adverse Effect shall mean a material adverse effect upon the business, condition (financial or
otherwise), operations, performance or properties of Borrower or its ability to perform its obligations under
this Agreement and any of the other Loan Documents.
Material Damage shall mean any damage: (i) required to be reported pursuant to any governmental
reporting requirement, (ii) with respect to which an insurance claim is being made, or (iii) requiring that the
Aircraft or any Engine be taken out of service for more than one (1) day to repair.
Obligations shall mean all indebtedness, obligations or liabilities of Borrower owing to Agent, either
Lender or to any Affiliate of either Lender, of every kind and description, direct or indirect, secured or
unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or
performance, now existing or hereafter arising, including, but not limited to, all indebtedness, obligations
or liabilities under, arising out of or in connection with (i) this Agreement or any of the other Loan
Documents, or (ii) each of the loan and aircraft security agreements, promissory notes and other loan
documents securing, evidencing or relating to loans financing the Financed Aircraft and with respect to
which a Lender or such Lender's Affiliate is the holder of the promissory note(s) evidencing Borrower's
obligation to repay such loan.
Parts shall mean all appliances, avionics, parts, instruments, appurtenances, accessories, furnishings
and other equipment of whatever nature (other than complete Engines) that may from time to time be
2394767
21
(RK-244 SECURITY AGREEMENT)
EFTA00012277

=== Page 168 ===
EFTA00012278

=== Page 169 ===
incorporated or installed in or attached to the Airframe, any Engine or any APU, and any and all such
appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment
removed therefrom so long as Agent shall retain a security interest therein in accordance with the
applicable terms of this Agreement after such removal.
Permitted Liens shall mean, so long as the same are expressly subject and subordinate to Agent's Lien on
the Collateral, (a) the respective rights of others under Third Party Agreements, if any, to the extent
expressly provided and permitted by the terms of Section 2.4 of this Agreement, (b) Liens for taxes either
not yet due or being contested by Borrower in good faith with due diligence and by appropriate
proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger
of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or
either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which taxes
adequate reserves shall have been established in accordance with GAAP or other appropriate provisions
satisfactory to Agent have been made, and (c) inchoate materialmen's, mechanic's, workmen's,
repairmen's, employee's, or other like Liens arising in the ordinary course of business of Borrower for sums
not yet delinquent or being contested in good faith with due diligence and by appropriate proceedings, so
long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale,
foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender
hereunder or Agent's or either Lender's interest therein, and for the payment of which sums adequate
reserves shall have been established in accordance with GAAP or other appropriate provisions
satisfactory to Agent have been made.
Person shall mean any individual, partnership, corporation, limited liability company, trust, association,
joint venture, joint stock company, or non-incorporated organization or government or any department or
agency thereof, or any other entity of any kind whatsoever.
proceeds shall have the meaning assigned to it in the UCC, and in any event, shall include, but not be
limited to, all money and non-money proceeds of the Airframe and/or Engines (as contemplated by the
Cape Town Convention), goods, accounts, chattel paper, documents, instruments, general intangibles,
investment property, deposit accounts, letter of credit rights and supporting obligations (to the extent any
of the foregoing terms are defined in the UCC, any such foregoing terms shall have the meanings given
to the same in the UCC), and all rights in and to any of the foregoing, and any and all rents, payments,
charter hire and other amounts of any kind whatsoever due or payable under or in connection with the
Aircraft, including, without limitation, (A) any and all proceeds of any insurance, indemnity, warranty or
guaranty payable to Borrower from time to time with respect to the Aircraft, (B) any and all payments (in
any form whatsoever) made or due and payable to Borrower from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of the Aircraft by any governmental body,
authority, bureau or agency or any other Person (whether or not acting under color of governmental
authority), and (C) any and all other rents or profits or other amounts from time to time paid or payable
under or in connection with the Aircraft, but excluding, in each case, any and all accounts (as such term is
defined in the UCC) other than accounts resulting from (A) any damage, loss (including, without limitation,
any Event of Loss) or other casualty of any of the Collateral, or (B) any sale, transfer or other disposition
of any of the Collateral.
Records shall mean any and all logs, manuals, certificates and data and inspection, modification,
maintenance, engineering, technical, and overhaul records (whether in written or electronic form) with
respect to the Aircraft, including, without limitation, all records (i) required to be maintained by the FAA or
any other governmental agency or authority having jurisdiction with respect to the Aircraft or by any
manufacturer or supplier of the Aircraft (or any part thereof) with respect to the enforcement of warranties or
otherwise, (ii) evidencing Borrower's compliance with Applicable Standards, and (iii) with respect to any
maintenance service program for the Airframe or Engines, including, without limitation, any Computerized
Maintenance Monitoring Program or Engine Maintenance Program.
Registerable Interests shall mean all existing and prospective international interests and other interests,
rights and/or notices, sales and prospective sales, assignments and subordinations, in each case,
susceptible to being registered at the International Registry pursuant to the Cape Town Convention.
2394767
22
(RK-244 SECURITY AGREEMENT)
EFTA00012279

=== Page 170 ===
EFTA00012280

=== Page 171 ===
Third Party Agreements shall mean any and all leases, subleases, management agreements, interchange
agreements, charter agreements, pooling agreements, timeshare agreements, overhaul agreements,
repair agreements and any other similar agreements or arrangements of any kind whatsoever relating to
the Aircraft or any part thereof, but excluding, in each case, any and all accounts (as such term is defined
in the UCC) other than accounts resulting from (i) any damage, loss (including, without limitation, any
Event of Loss) or other casualty of any of the Collateral, or (ii) any sale, transfer or other disposition of
any of the Collateral.
Transportation Code shall mean Subtitle VII of Title 49 of the United States Code, as amended and
recodified.
UCC shall mean the applicable Uniform Commercial Code as then in effect in the applicable jurisdiction.
2394767
23
(RK-244 SECURITY AGREEMENT)
EFTA00012281

=== Page 172 ===
EFTA00012282

=== Page 173 ===
ANNEX B
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2394767
24
(RK-244 SECURITY AGREEMENT)
EFTA00012283

=== Page 174 ===
EFTA00012284

=== Page 175 ===
ANNEX C
AIRCRAFT INFORMATION
One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's
List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following
components:
(a)
Airframe bearing U.S. Registration Number N493LX and manufacturer's serial number RK-
244.
(b)
Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry
Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines
bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the
International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or
more rated takeoff horsepower or the equivalent of such horsepower).
(c)
Standard avionics and equipment, all other accessories, additions, modifications and
attachments to, and all replacements and substitutions for, any of the foregoing, all as more
particularly described on Schedule A attached hereto and made a part hereof.
2394767
25
(RK-244 SECURITY AGREEMENT)
EFTA00012285

=== Page 176 ===
EFTA00012286

=== Page 177 ===
SCHEDULE A TO ANNEX C
AVIONICS AND EQUIPMENT
Avionics:
Collins Proline 3-Tube EFIS
Dual Collins FMS-5000's w/ GPS 4000
Collins WXR-850 WX Radar
Collins APS-4000 Autopilot
Dual Collins DB-438 Audio
Collins VHF-422C Comm
L3 Communication CVR 2 Hour
Dual Collins VIR-432 Navs
Dual Glideslope Rec
Collins ADF-462 ADF
JET Standby Horizon
Dual Collins DME-422 DME
Flitefone VI
Dual Collins TDR-94D's Mode "S" Transponders
TCAS 94
Collins ALT-55B Radar Altimeter
Dual Digital Clocks
Collins SDU-640A RMI
Dual Marker Beacons
Dual Collins AHC-85E AHARS
Landmark TAWS
RVSM Compliant
Other Equipment:
Freon Air Conditioning
Takeoff Improvement Mod
Nordam Thrust Reversers
Tail Logo Lights
Aft Baggage Extension
Left and Right Wing Ice Lights
Lead Acid Battery Conversion
Dual Cockpit Relief Tubes
Tail De-ice Mod
Exterior:
Overall Matterhorn White with Turquoise Green, Antique Gold and Cumulus Gray Metallic Striping with
Gray Exits
Interior:
Seven-Passenger Configuration with a belted potty, Mic cabin four place club, 2 forward facing rear seats,
Tan Leather Seats - Fireblocked - - Vanilla Headliner - Fawn Carpeting - Custom Galley - Dual Mapcos
TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS,
REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL
AVIONICS, ONBOARD EQUIPMENT AND LOOSE EQUIPMENT, NOW OWNED OR HEREAFTER
ACQUIRED, LOCATED ON THE AIRCRAFT OR REMOVED THEREFROM so LONG AS AGENT
SHALL RETAIN A SECURITY INTEREST THEREIN IN ACCORDANCE WITH THE APPLICABLE
TERMS OF THIS AGREEMENT AFTER SUCH REMOVAL, AND ALL MANUALS, DOCUMENTATION,
TECHNICAL PUBLICATIONS, RECORDS AND LOGBOOKS WITH RESPECT THERETO (IN WRITTEN
FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER
ACQUIRED OR CREATED, AND WHETHER IN THE POSSESSION OF BORROWER OR HELD ON
BEHALF OF BORROWER BY OTHERS).
2394767
26
(RK-244 SECURITY AGREEMENT)
EFTA00012287

=== Page 178 ===
EETA00012988

=== Page 179 ===
ANNEX D
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2394767
27
(RK-244 SECURITY AGREEMENT)
EFTA00012289

=== Page 180 ===
EFTA00012290

=== Page 181 ===
ANNEX E
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2394767
28
(RK-244 SECURITY AGREEMENT)
EFTA00012291

=== Page 182 ===
EFTA00012292

=== Page 183 ===
ANNEX F
This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft
Security Agreement (S/N RK-244) dated as of November , 2011, by Flight Options, LLC in favor of
The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal
Aviation Administration contemporaneously herewith.
IRREVOCABLE DE-REGISTRATION
AND EXPORT REQUEST AUTHORIZATION
November , 2011
To:
United States Federal Aviation Administration
Re:
Irrevocable De-Registration and Export Request Authorization
One (1) Raytheon Aircraft Company model 400A (described on the International Registry
Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's
serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model
JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA
model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-
JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (together
with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and
equipment, the "aircraft").
This instrument is an irrevocable de-registration and export request authorization issued by the
undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the
"authorized party") under the authority of Article XIII of the Protocol to the Convention on International
Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article,
the undersigned hereby requests:
(i) recognition that the authorized party or the person it certifies as its designee is the sole
person entitled to:
(a) procure the de-registration of the aircraft from the United States Aircraft Registry
maintained by the United States Federal Aviation Administration for the purposes of
Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7
December 1944; and
(b) procure the export and physical transfer of the aircraft from the United States of
America; and
(ii) confirmation that the authorized party or the person it certifies as its designee may take the
action specified in clause (i) above on written demand without the consent of the undersigned
and that, upon such demand, the authorities in the United States of America shall cooperate
with the authorized party with a view to the speedy completion of such action.
The rights in favor of the authorized party established by this instrument may not be revoked by the
undersigned without the written consent of the authorized party.
Please acknowledge your agreement to this request and its terms by appropriate notation in the
space provided below and lodging this instrument in the United States Aircraft Registry.
FLIGHT OPTIONS, LLC
UNITED STATES FEDERAL AVIATION ADMINISTRATION
By:
By:
Name:
Name:
Title:
Title:
Agreed to and lodged this
day of November, 2011
[insert relevant notational details]
2394767
29
(RK-244 SECURITY AGREEMENT)
EFTA00012293

=== Page 184 ===

=== Page 185 ===
ANNEX G
[INTENTIONALLY OMITTED FOR FAA FILING PURPOSES]
2394767
30
(RK-244 SECURITY AGREEMENT)
EFTA00012295

=== Page 186 ===

=== Page 187 ===
CLOSING TERMS ADDENDUM ("Closing Terms Addendum") to Aircraft Security Agreement (S/N RK-244)
dated as of November 2011 (the "Agreement"), by FLIGHT OPTIONS, LLC, a Delaware limited liability
company ("Borrower") in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral
agent ("Agent").
All capitalized terms not defined in this Closing Terms Addendum are defined in the Agreement.
Execution of the Agreement by Borrower shall be deemed to constitute execution and acceptance of the
terms and conditions of this Closing Terms Addendum, and it shall supplement and be a part of the
Agreement.
Conditions Precedent:
1. On or prior to the Closing Date and at least one full Business Day prior to closing, Agent shall
have received all of the following, in form and substance satisfactory to Agent:
(a) the Agreement duly executed by Borrower;
(b) an opinion of counsel for Borrower to Agent and Lenders as to matters that Agent may
reasonably require;
(d) certificate(s) of good standing for Borrower from its state of organization and the state(s)
where the primary hangar location of the Aircraft and the chief executive offices and principal place of
business of Borrower are located;
(e) a certificate for Borrower executed by its secretary or other authorized representative
certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents
to which it is a party and the entry by Borrower into the transactions contemplated hereby and thereby have
been duly authorized, (ii) the name(s) of the Person(s) authorized to execute and deliver such documents
on behalf of Borrower, together with specimen signature(s) of such Person(s); and (iii) the certificate of
formation, limited liability company agreement and other organizational documents of Borrower;
(f) evidence as to the insurance coverage required under the Agreement, including, but not
limited to, a certificate of insurance, copies of endorsements (including a lender endorsement), and, if
requested by Agent, copies of applicable policies;
(g) copies of: (i) if title to the Aircraft is not then vested in Borrower, the warranty bill of sale and
FAA Aircraft Bill of Sale (AC Form 8050-2) conveying title to the Aircraft to Borrower and such other
documents relating to the purchase or conveyance of title as Agent may request; (ii) if title to the Aircraft is
vested in Borrower, the FAA Certificate of Aircraft Registration (AC Form 8050-3) for the Aircraft in the
name of Borrower; and (iii) the FAA Standard Airworthiness Certificate (AC Form 8100-2) for the Aircraft;
(h) confirmation that Borrower is a transacting user entity of the International Registry and
that it has designated FAA Counsel as its professional user entity;
(i) priority search certificates from the International Registry indicating that the Aircraft is free
and clear of Registerable Interests;
(j) a copy of Borrower's Engine Maintenance Program for the Engines and a collateral
assignment to Agent of Borrower's rights thereunder and of the engine reserves thereunder;
(k) a copy of Borrower's Computerized Maintenance Monitoring Program for the Airframe;
and
(I) such other documents, certificates and opinions, and evidence of such other matters, as
Agent, Agent's counsel or FAA Counsel, may reasonably request or as are necessary, in the opinion of
FAA Counsel, to (1) perfect with the FAA Agent's Lien in the Collateral, and (2) register Agent's
2394767
31
(RK-244 SECURITY AGREEMENT)
EFTA00012297

=== Page 188 ===

=== Page 189 ===
international interest in the Aircraft and any associated rights pursuant to the Cape Town Convention,
free and clear of Liens.
2. On or prior to the Closing Date, Agent shall have received evidence that FAA Counsel has
received in escrow: (i) executed and authorized releases (including, without limitation, any discharges of
international interests) in form and substance satisfactory to FAA Counsel of any Liens on the Aircraft,
along with the consent(s) (including final consent(s)) of the applicable parties thereto; (ii) if the Aircraft is not
then owned by Borrower, the executed FAA Aircraft Registration Application (AC Form 8050-1) for the
Aircraft in Borrower's name and the FAA Aircraft Bill of Sale (AC Form 8050-2) conveying title to the Aircraft
to Borrower; (iii) such other documents as are necessary, in the opinion of Agent's counsel and/or FAA
Counsel to perfect Agent's Lien in the Aircraft; and (iv) the executed original of the Agreement and an
IDERA; all the foregoing being in proper form for filing with the FAA.
3. On the Closing Date, Agent shall have received assurances from FAA Counsel, in form and
substance satisfactory to Agent, that (i) the Aircraft (including the Airframe and Engines) is free and clear of
all Registerable Interests and other Liens of record with the FAA and the International Registry; (ii) title to
the Airframe is vested in the name of Borrower or will be vested in the name of the Borrower upon filing with
the FAA of the Aircraft Registration Application and the FAA Aircraft Bill of Sale in the name of Borrower, if
applicable; (iii) upon filing of the Agreement with the FAA and the registration of the contract of sale, if
applicable, and the international interest created thereby with the International Registry, Agent will have a
valid and perfected Lien and international interest in the Aircraft (including the Airframe and the Engines);
(iv) the filing of the Agreement with the FAA has been effected; and (v) the registration of the contract of
sale, if applicable, and all international interests created by the Agreement has been consented to by all
parties.
4. At closing, Agent and FAA Counsel shall receive confirmation (which confirmation shall be
satisfactory to Agent and FAA Counsel) by the professional user entity of Borrower that such party has
consented (including all required final consents) to the registration of the contract of sale, if applicable, and
all international interests created by the Agreement.
5. On the Closing Date, Agent shall receive a priority search certificate from the International
Registry evidencing that the contract of sale, if applicable, and Agent's international interests in the Aircraft
(including the Airframe and the Engines) and associated rights have been duly registered therein.
2394767
32
(RK-244 SECURITY AGREEMENT)
EFTA00012299

=== Page 190 ===
EETA00012300

=== Page 191 ===
ATTACHMENT NUMBER
to
Aircraft Security
Agreement (SWJRK-244)
This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft
Security Agreement (S/N RK-244) dated as of November 16. 2011, by Flight Options, LLC in favor of
The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal
Aviation Administration contemporaneously herewith.
IRREVOCABLE DE-REGISTRATION
AND EXPORT REQUEST AUTHORIZATION
November ke. 2011
To:
United States Federal Aviation Administration
Re:
Irrevocable De-Registration and Export Request Authorization
One (1) Raytheon Aircraft Company model 400A (described on the International Registry
Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's
serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model
JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA
model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-
JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (together
with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and
equipment, the "aircraft").
This instrument is an irrevocable de-registration and export request authorization issued by the
undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the
"authorized party") under the authority of Article XIII of the Protocol to the Convention on International
Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article,
the undersigned hereby requests:
(i)
recognition that the authorized party or the person it certifies as its designee is the sole
person entitled to:
(a) procure the de-registration of the aircraft from the United States Aircraft Registry
maintained by the United States Federal Aviation Administration for the purposes of
Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7
December 1944; and
(b) procure the export and physical transfer of the aircraft from the United States of
America; and
(ii) confirmation that the authorized party or the person it certifies as its designee may take the
action specified in clause (i) above on written demand without the consent of the undersigned
and that, upon such demand, the authorities in the United States of America shall cooperate
with the authorized party with a view to the speedy completion of such action.
The rights in favor of the authorized party established by this instrument may not be revoked by the
undersigned without the written consent of the authorized party.
Please acknowledge your agreement to this request and its terms by appropriate notation in the
space provided below and lodging this instrument in the United States Aircraft Registry.
FLIGHT OPTIONS. LLC
UNITED STATES FEDERAL AVIATION ADMINISTRATION
By:
By:
Name:
Name:
Title:
Chief Financial Officer
Title:
Agreed to and lodged this
day of November, 2011
2394883
(RK-244 IDERA)
EFTA00012301

=== Page 192 ===
EFTA00012302
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 NOV 16 PM 3 22
OKLAHOMA CITY
OKLAHOMA

=== Page 193 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE003226550
Orig #3331
retd to M&T
EFTA00012303

=== Page 194 ===
EFTA00012304

=== Page 195 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted KT Dec/14/2011
TYPE OF REGISTRATION (Check One box)
1. Individual
2. Partnership
X
3. Corporation
4. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
Flight Options, LLC
100% of 100%
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant on list) (If P.O. Box is used, physical address must also be shown.)
Flight Options, LLC
5
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
DATE
VP Whole AC Sales & Acquisitions
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
of Elight Options, LLC
TITLE
DATE
11-16-11
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition
EFTA00012305

=== Page 196 ===
EFTA00012306
FILED WITH FAA
THAT
AIRCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 197 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
KT006650 Conveyance Recorded Dec/14/2011 07:16 AM FAA
DOES THIS 16 TH DAY OF nov.., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 16 DAY OF nov."
2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT SALES
SELLER
ADVANCE BEVERAGE
& ACQUISITIONS OF
COMPANY, INC.
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
ADVANCE BEVERAGE
COMPANY, 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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012307

=== Page 198 ===
EFTA00012308
FILED WITH FAA
IRCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 199 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
KT006649 Conveyance Recorded Dec/14/2011 07:16 AM FAA
DOES THIS 16 TH DAY OF nov.. 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 16 DAY OF
2011.
nov."
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT SALES
SELLER
NORDIC AIR, LLC
& ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
NORDIC AIR, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012309

=== Page 200 ===
EFTA00012310
FILED WITH FAA
:RCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 201 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
KT006651 Conveyance Recorded Dec/14/2011 07:16 AM FAA
DOES THIS 16TH 16 DAY OF Nov. 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 16
DAY OF
2011.
Nov.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT SALES
SELLER
EMERIL AIR, LLC
& ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
EMERIL AIR, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012311

=== Page 202 ===
EFTA00012312
FILED WITH FAA
IRCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 203 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
KT006652 Conveyance Recorded Dec/14/2011 07:16 AM FAA
DOES THIS 16 TH DAY OF nov.., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 16 DAY OF nov.
2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT SALES
SELLER
DOCKERY LEASING
& ACQUISITIONS OF
CORPORATION
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
DOCKERY LEASING
CORPORATION
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012313

=== Page 204 ===
EFTA00012314
FILED WITH FAA
RCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 205 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
KT006653 Conveyance Recorded Dec/14/2011 07:17 AM FAA
DOES THIS
TH DAY OF Nov.., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
CLEVELAND, 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
" 11
DAY OF
2011.
Nov."
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT SALES
SELLER
DANIEL O. CONWILL, IV
& ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
113201521289
$5.00 11/16/2011
EFTA00012315

=== Page 206 ===
EFTA00012316
FILED WITH FAA
RCRAFT REGISTRATION BR
2011 NOV 16 PM 2 57
OKLAHOMA CITY
OKLAHOMA

=== Page 207 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free: 1-
Administration
WEB Address:
Date of Issue: October 12, 2011
FLIGHT OPTIONS LLC
DOCKERY LEASING CORP
ET-AL
RICHMOND HEIGHTS, OH 44143-1453
Fax
ATTENTION: JENNIFER LUDWICK
T116540
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until
Nov 11, 2011.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (03/10)
EFTA00012317

=== Page 208 ===
EFTA00012318

=== Page 209 ===
Declaration of International Operations
The Owners listed below:
1.)
6.25% of 100%
2.)
6.25% of 100%
Accepted SG Oct/12/2011
3.)
3.125% of 100%
4.)
6.25% of 100%
5.)
6.25% of 100%
6.)
71.875% of 100%
7.)
8.)
9.)
10.)
11.)
12.)
13.)
14.)
as the owner(s) of aircraft
N493LX
I Manufacturer
Raytheon Aircraft Company
Model
400A
Serial Number
RK-244 declares that this aircraft is
scheduled to make an international flight on October 14, 2011
as flight number
1
departing,
Cuyahoga County Airport, Richmond Heights, Ohio
with a destination of
Peterborough Airport, Windsor Ontario Airport
.
Expedited registration in support of this international flight is requested
this
12th
day of October
2011 with knowledge that:
Whoever, in any matter within the jurisdiction of the executive branch of the
Government of the United States, knowingly and willfully makes or uses any false
writing or document knowing the same to contain any materially false, fictitious
or fraudulent statement of representation shall be fined under Title 18 United
States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a)
Name of Owner(s):
See List Above
Signature:
Typed Name of Signer:
Title:
Director of Sales Administration of Flight Options, LLC acting as
Attorney-In-Fact for # 1, 2, 3, 4, 5
Signature:
Typed Name of Signer:
Title:
Director of Sales Administration of Flight Options, LLC for # 6
EFTA00012319

=== Page 210 ===
EFTA00012320
AIRCRAFT REGISTRATION
BR
2011 OCT 12 AM 9 52
OKLAHOMA CITY
OKLAHOMA

=== Page 211 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted WH Oct/03/2011
TYPE OF REGISTRATION (Check One box)
1. Individual
2. Partnership
3. Corporation
x
4. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
6.) Flight Options, LLC
71.875% of 100%
(see Attachment dated 9-30-11 )
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant on list) (If P.O. Box is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
SI
TITLE Director of Sales Administration
EACH PART OF THIS
APPLICATION MUST
of Flight Options, LLC
BE SIGNED IN INK.
9-30-11
SIGNATURE
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days. during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition
EFTA00012321

=== Page 212 ===
EFTA00012322
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 213 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 9-30-11
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
6.25% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
7.)
8.)
9.)
10.)
11.)
12.)
13.)
14.)
Signatures:
Title:
Date:
Director of Sales Administration of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5
9-30-11
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"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012323

=== Page 214 ===
EFTA00
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 215 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003925 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OF FSept 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 30 DAY OF Sept" 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
MARM PARTNERS, LLC
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
MARM PARTNERS, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
112731324069
$5.00 09/30/2011
EFTA00012325

=== Page 216 ===
EFTA00012326
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA
41

=== Page 217 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003924 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OFSept., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 30 TH DAY OR Sept 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN)
DIRECTOR OF SALES
SELLER
TWO BIG BEARS, LLC
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
TWO BIG BEARS, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012327

=== Page 218 ===
EFTA00012328
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 219 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003923 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 DAY OF Sept., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 30 TH DAY OF Sept. 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN)
DIRECTOR OF SALES
SELLER
LLI CORP.
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
LLI CORP.
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition.
EFTA00012329

=== Page 220 ===
EFTA00012330
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 221 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003922 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OF Sept., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
CLEVELAND, 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 30 DAY OF Sept 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012331

=== Page 222 ===
EFTA00012332
FILED WITH FAA
AIRCRAFT REGISTRATION DR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 223 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003921 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OF Sept., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 30 DAY OF Sept" 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
PRIME TIME ASSOCIATES,
ADMINISTRATION OF
LLC
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
PRIME TIME ASSOCIATES, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012333

=== Page 224 ===
EFTA00012334
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 225 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003920 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OF Sept., 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
12.50% OF 100%
CLEVELAND, 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 30 DAY OF Sept" 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
SOUTHEASTERN MILLS, INC.
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
SOUTHEASTERN MILLS, 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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012335

=== Page 226 ===
EFTA00012336
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 227 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
WH003919 Conveyance Recorded Oct/03/2011 01:57 PM FAA
DOES THIS 30 TH DAY OF OFSept. 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
CLEVELAND, 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 30 DAY OF "Sept" 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
AIR LEADER, INC.
ADMINISTRATION OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
AIR LEADER, 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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012337

=== Page 228 ===
EFTA00012338
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 SEP 30 PM 12 26
OKLAHOMA CITY
OKLAHOMA

=== Page 229 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free:
Administration
WEB Address:
Date of Issue: June 8, 2011
FLIGHT OPTIONS LLC
SOUTHEASTERN MILLS INC
ET-AL
FLIGHT OPTIONS LLC
RICHMOND HEIGHTS, OH 44143-1453
HAND DELIVERED TO IATS IN THE PD ROOM
T113420
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul
08, 2011.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (03/10)
EFTA00012339

=== Page 230 ===
EFTA00012340

=== Page 231 ===
Declaration of International Operations
The Owners listed below:
1.)
12.50% of 100%
2.)
6.25% of 100%
3.)
6.25% of 100%
Accepted AM Jun/08/2011
4.)
3.125% of 100%
5.)
6.25% of 100%
6.)
3.125% of 100%
7.)
6.25% of 100%
8.)
3.125% of 100%
9.)
6.25% of 100%
10.)
6.25% of 100%
11.)
6.25% of 100%
12.)
6.25% of 100%
13.)
28.125% of 100%
14.)
15.)
as the owner(s) of aircraft
N493LX
1
Manufacturer Raytheon Aircraft Company
Model
400A
Serial Number RK-244 declares that this aircraft is
scheduled to make an international flight on
June 10, 2011
as flight number
1
departing,
Richmond Heights, Ohio, Cuyahoga County Airport
with a destination of
Peterborough Ontario, Windsor Ontario Airport
Expedited registration in support of this international flight is requested
this
6th
day of June
2011 with knowledge that:
Whoever, in any matter within the jurisdiction of the executive branch of the
Government of the United States, knowingly and willfully makes or uses any false
writing or document knowing the same to contain any materially false, fictitious
or fraudulent statement of representation shall be fined under Title 18 United
States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a)
Name of Owner(s):
SEE LIST ABOVE
Signature:
Typed Name of Signer:
Title:
Director of Sales Administration of Flight Options, LLC acting as
Attorney-In-Fact for # 1,2,3,4,5,6,7,8,9,10,11,12
Signature:
Typed Name of Signer:
Title:
Director of Sales Administration of Flight Options, LLC for #13
EFTA00012341

=== Page 232 ===
EFTA00012342
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2011 JUN 8 I AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 233 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted AM Jun/08/2011
TYPE OF REGISTRATION (Check One box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
13.) Flight Options, LLC
28.125% of 100%
(see See Attachment dated 6-8-11)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant on list) (If P.O. Box is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE Director of Sales Administration
of Flight Options, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
6-8-11
SIGNATURE
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days. during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition
EFTA00012343

=== Page 234 ===
EFTA00012344
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2011 JUN 8 # AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 235 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 6-8-11
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
14.)
15.)
16.)
Signatures:
Title:
Date:
Director of Sales Administration of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12
6-8-11
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"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012345

=== Page 236 ===
EFTA00012346
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JUN 8 I AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 237 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM006185 Conveyance Recorded Jun/08/2011 01:34 PM FAA
DOES THIS 2ND DAY OF JUNE, 2011
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 2ND DAY OF JUNE, 2011.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
DIRECTOR OF SALES
SELLER
FREEDOM AIR
ADMINISTRATION OF
INTERNATIONAL, INC.
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-
FACT FOR
FREEDOM AIR
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
111591057224
$5.00 06/08/2011
EFTA00012347

=== Page 238 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JUN I 8 I AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 239 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted NW Feb/11/2011
TYPE OF REGISTRATION (Check One box)
1: Individual
2. Partnership
3. Corporation
X
LA. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation.Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Shmitka Air, Inc.
6.25% of 100%
(see See Attachment dated 1-24-11
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing Flight Options, "LLC (If P.O. Box is used, physical address must also be shown.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
Delaware
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said binited Recordsio for
inspection at
aircraf6180 Cur tiss-wright Pkwy, States chmond Hught , houghe 44143
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
SIGNATURE
TITLE
V ₱ Whole A/C Sales & Acquisitions
of FLIGHT OPTIONS, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
1-24-11
SIGN
TITLE
acting as Attorney-In-Fact
for Shmitka Air, Inc.
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition
EFTA00012349

=== Page 240 ===
FILED WITH FAA
AIRCRAFT REGISTRA
ALLON BR
2011 JAN
... 24 AM 10 59
OKLAHOMA CITY
OKLAHOMA

=== Page 241 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 1-24-11
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
6.25% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
3.125% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
21.875% of 100%
Shown on Original form hereto
15.)
16.)
Signatures:
Title:
Date:
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
1-24-11
#2,3,4,5,6,7,8,9,10,11,12,13
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #14
1-24-11
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"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012351

=== Page 242 ===
EFTA00012352
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 24 AM 10 59
OKLAHOMA CITY
OKLAHOMA

=== Page 243 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002285551
TYPE OF REGISTRATION IS # 9. NON-CITIZEN CO-OWNER
EFTA00012353

=== Page 244 ===
EFTA00012354

=== Page 245 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
NW005188 Conveyance Recorded Feb/11/2011 11:27 AM FAA
DOES THIS 13 TH DAY OF DEC., 2010
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
CLEVELAND, 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 13 TH DAY OF DEC., 2010.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT
SELLER
ASCENT II, LLC
SALES & ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-FACT FOR
ASCENT II, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012355

=== Page 246 ===
EFTA00012356
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 24 AM 10 59
OKLAHOMA CITY
OKLAHOMA

=== Page 247 ===
UNITED STATES OF AMERICA
FORM APPROVED
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
110241110252
AIRCRAFT MANUFACTURER & MODEL
$5.00 01/24/2011
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
NW005187 Conveyance Recorded Feb/11/2011 11:27 AM FAA
DOES THIS 1ˢᵗ DAY OF OCT., 2010
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, 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 1ST DAY OF OCT., 2010.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT
SELLER
SALES & ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-FACT FOR
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 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012357

=== Page 248 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 24 AM 10 59
OKLAHOMA CITY
OKLAHOMA

=== Page 249 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT: ISSUE DATE
UNITED STATES
N
493LX
REGISTRATION NUMBER
AIRCRAFT
Ray 400A
AIRCRAFT-244L No.
FOR FAA USE ONLY
Accepted NW Feb/11/2011
TYPE OF REGISTRATION (Check One box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-Owner
5. Government
8. Non-Citizen Corporation
9. Non-Citizen Corporation Co-Owner
NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Shmitka Air, Inc.
6.25% of 100%
(see Attachment dated 1-11-11)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing addressitc Cottons on 1:00 P.O. Box is used, physical address must also be shown.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
Delaware
b.
x
A non-citizen corporation organized and doing business under the laws of (state)
and said aircra
inspection at
Richmonds 44143
available for
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
V P Whole A/C Sales & Acquisitions
of FLIGHT OPTIONS. LLC
EACH PART OF THIS
APPLICATION MUST
acting as Attorney-In-Fact
BE SIGNED IN INK.
1-11-11
TITLE for Shmitka Air, LLC
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition
EFTA00012359

=== Page 250 ===
EFTA00012360
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA

=== Page 251 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 1-11-11
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
6.25% of 100%
Shown on Original form hereto
16.)
12.50% of 100%
Shown on Original form hereto
17.)
Signatures:
Title:
Date:
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15
1-11-11
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #16
1-11-11
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"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012361

=== Page 252 ===
EFTA00012362
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA

=== Page 253 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147
SOLD
EFTA00012363

=== Page 254 ===
EFTA00012364

=== Page 255 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO. 2120-0042
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
DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
NW005186 Conveyance Recorded Feb/11/2011 11:27 AM FAA
DOES THIS 26TH DAY OF AUG., 2010
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
CLEVELAND, OH 44143
110111402387
$5.00 01/11/2011
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 DAY OF AUG., 2010.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
VP WHOLE AIRCRAFT
SELLER
JHPH, LLC
SALES & ACQUISITIONS OF
FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-IN-FACT FOR
JHPH, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR
VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012365

=== Page 256 ===
EFTA00012366
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2011 JAN 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA

=== Page 257 ===
RELEASE
FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s)
(described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the
Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including
but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full
international interests created by the Mortgage(s) and represented by the International Registry
File Numbers described on Annex I.
Dated: Nov 30. 2010
[The remainder of this page is intentionally left blank]
MJ003019 Conveyance Recorded Dec/27/2010 05:29 PM FAA
EFTA00012367

=== Page 258 ===
EFTA00012368
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 NOU 30 PM 12 25
OKLAHOMA CITY
OKLAHOMA

=== Page 259 ===
IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated
noted above.
FO Financing LLC
By:
Nam
Title: Vice President
EFTA00012369

=== Page 260 ===

=== Page 261 ===
Annex I
To Release
Page 1
Airframe
One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial
number RK-244 (described on the International Registry drop down menu as RAYTHEON
AIRCRAFT COMPANY model 400A with serial number RK-244) and U.S. Registration No.
N493LX
Engines
Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's
serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop
down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers
JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent).
Mortgage
Description
Date
Date
FAA Conveyance
International Registry
of Document
Executed
Recorded
Number
File Numbers
Aircraft Mortgage and
07/08/10
07/26/10
TM007712
77670
Security Agreement
77674
between Flight Options,
77676
LLC, as grantor, and FO
Financing, LLC, as
Mortgagee
(collectively, the "Mortgage").
sided
EFTA00012371

=== Page 262 ===
EFTA00012372
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 NOU 30 PM 12 25
OKLAHOMA CITY
OKLAHOMA

=== Page 263 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532
See Recorded Conveyance Number TM007712, Doc ID 3870
EFTA00012373

=== Page 264 ===
EFTA00012374

=== Page 265 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
493LX
REGISTRATION NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted MJ Dec/27/2010
1. Individual
2. Partnership
3. Corporation X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Shmitka Air, Inc.
6.25% of 100%
(see Attachment dated 11/30/10)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
XA non-citizen corporation organized and doing business under the laws of (state) Delaware
and said aircra
44143
for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE V P Whole A/C Sales & Acquisitions
of FLIGHT OPTIONS, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
11/30/10
TITLE acting as Attorney-In-bact
for Shmitka Air, Inc.
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012375

=== Page 266 ===
EFTA00012376
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 NOU 30 AM 11 57
OKLAHOMA CITY
OKLAHOMA

=== Page 267 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 11/30/10
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
3.125% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
6.25% of 100%
Shown on Original form hereto
16.)
6.25% of 100%
Shown on Original form hereto
17.)
6.25% of 100%
Shown on Original form hereto
Signatures:
Title:
Date:
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15,16
11/30/10
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #17
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012377

=== Page 268 ===
EFTA00012378
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 NOU 30 AM 11 57
OKLAHOMA CITY
OKLAHOMA

=== Page 269 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS30 TH DAY OF Nov., 2010
MJ003020 Conveyance Recorded Dec/27/2010 05:30 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
NORDIC AIR, LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30TH DAY OF Nov.,
2010
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
VICE PRESIDENT
WHOLE AIRCRAFT
SALES & ACQUISITIONS
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
103341305161
$5.00 11/30/2010
EFTA00012379

=== Page 270 ===
EFTA00012380
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 NOU 30 AM 11 57
OKLAHOMA CITY
OKLAHOMA

=== Page 271 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved
TYPE OF CONVEYANCE
DATE EXECUTED
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
JULY 8, 2010
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
(12.50% INTEREST)
TM007712
TO OR ASSIGNED TO
DATE RECORDED
FO FINANCING LLC
JUL 26, 2010
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N493LX
P&W C JT15D-5 PCE-JA0256
P&W C JT15D-5 PCE-JA0257
AFS-750-23R (02/08)
EFTA00012381

=== Page 272 ===
EFTA00012382

=== Page 273 ===
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
dated as of
TM007712 Conveyance Recorded Jul/26/2010 01:02 PM FAA
July 8 , 2010
shade by
FLIGHT OPTIONS, LLC
in favor of
FO FINANCING, LLC
as Mortgagee
101891532438
$15.00 07/08/2010
CAR
CERT
EFTA00012383

=== Page 274 ===
EFTA000123
FILED WITH FA ,
AIRCRAFT REGISTRATIONER
2010 JUL 8 PM 3 10
OKLAHOMA CITY
OKLAHOMA

=== Page 275 ===
TABLE OF CONTENTS
SECTION 1
CERTAIN DEFINITIONS
1
1.1
Definitions
I
SECTION 2
GRANTING CLAUSE
5
SECTION 3
REPRESENTATIONS AND WARRANTIES
6
SECTION 4
COVENANTS
6
4.1
Registration Maintenance and Operation
6
4.2
Liens
7
4.3
Taxes
7
4.4
Possession
8
4.5
Insurance
8
4.6
Modification and Additions
8
4.7
Reserved
8
4.8
Inspection
8
4.9
Reserved
8
4.10
Citizenship
9
4.11
Event of Loss with Respect to an Engine
9
4.12
Further Assurances
9
4.13
Sale of Aircraft
10
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
10
5.1
Application of Proceeds and Amounts Realized On Mortgage Collateral
10
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
10
6.1
Remedies
10
6.2
Possession of Mortgage Collateral
10
6.3
Sale and Suits for Enforcement
11
6.4
Waiver of Appraisement, etc
12
6.5
Remedies Cumulative
12
6.6
Application of Proceeds
12
6.7
Delay or Omission; Possession of Loan Certificates
12
6.8
Mortgagee's Right to Perform for the Grantor
12
- i -
CH199 5086130-5.066497.0072
EFTA00012385

=== Page 276 ===
EFTA00012386

=== Page 277 ===
12
6.9
Deregistration
13
6.10
Speedy Relief Remedies
SECTION 7.
MISCELLANEOUS PROVISIONS
13
13
7.1
Amendments, etc
13
7.2
Indemnification
14
7.3
Reserved
14
7.4
Notices
7.5
Continuing Lien and Security Interest; Transfer; Release of Mortgage
Collateral; Termination of Mortgage
14
14
7.6
Governing Law
15
7.7
Severability
EXHIBIT
Exhibit A
Credit and Security Agreement
SCHEDULE
Schedule 1
Description of Aircraft and Engines
- ii -
CH199.5086130-5.066497.0072
EFTA00012387

=== Page 278 ===
5ET

=== Page 279 ===
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of July 8
204 0 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability
company (the "Grantor"), with its chief executive office and principal place of business at
, Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware
limited liability company, as Lender under the Credit and Security Agreement defined below (the
"Mortgagee").
WITNESSETH:
WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and
Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit
A (as amended, amended and restated, joined, supplemented or otherwise modified from time to
time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make
certain loans and advances to the Grantor subject to the terms and conditions set forth therein;
NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising
under the Credit and Security Agreement, and the repayment of all sums due under the other
Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect,
absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees
with the Mortgagee as follows:
SECTION 1
CERTAIN DEFINITIONS
1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein
shall have the respective meanings ascribed to them in the Credit and Security Agreement. All
other capitalized terms defined in the preamble and recitals to this Mortgage shall have the
respective meanings ascribed to them therein and the following terms shall have the following
defined meanings (and shall be applicable to both the singular and the plural forms of such
terms):
"Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar
legislation of the United States of America enacted in substitution or replacement thereof;
together with the regulations of the FAA thereunder, as in effect from time to time.
"Aircraft": collectively, each Airframe, together with the Engines installed thereon as of
the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said
Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute
Engines may from time to time be installed on such Airframe, to the extent of the Grantor's
ownership interest therein.
"Aircraft Protocol": the official English language text of the Protocol to the Convention
on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment,
adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may
be amended or modified from time to time.
"Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines
or engines from time to time installed thereon, either originally mortgaged hereunder and
CH199 5086130-5.066497.0072
EFTA00012389

=== Page 280 ===
EFTA00012390

=== Page 281 ===
described in Schedule 1 hereto, together with any and all Parts which are either incorporated or
installed in or attached to such airframe or required to be subject to the lien and security interest
of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest
therein.
"Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the
International Registry Procedures and the International Registry Regulations.
"Certificated Air Carrier": any corporation (except the United States Government)
domiciled in the United States of America and (i) holding a Certificate of Public Convenience
and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any
predecessor or successor agency thereto, or, in the event such Certificates shall no longer be
issued, any corporation (except the United States Government) domiciled in the United States of
America and legally engaged in the business of transporting for hire passengers or cargo by air
predominantly to, from or between points within the United States of America, and, in either
event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000
pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of
Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the
Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo
transportation under Part 121 of the regulations promulgated under the Act.
"Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to
the Act.
"Convention": the official English language text of the Convention on International
Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in
Cape Town, South Africa, as the same may be amended or modified from time to time.
"Credit and Security Agreement": the term as defined in the above recitals of this
Mortgage.
"Engine": each aircraft engine described in Schedule 1 hereto, together with any and all
Parts which are either incorporated or installed in or attached to such Engine or required to be
subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent
of the Grantor's ownership interest therein.
"Event of Loss": any of the following events with respect to any property:
(i) loss of such property or of the use thereof due to theft, disappearance,
destruction, damage beyond repair or rendition of such property permanently unfit for
normal use for any reason whatsoever;
(ii) any damage to such property which results in an insurance settlement with
respect to such property on the basis of a total loss;
(iii) the condemnation, confiscation, seizure or hijacking of, or requisition of
title to or use of, such property by private Persons or Governmental Authority or
purported Governmental Authority, excluding, however, requisition for use by the United
- 2
CH199 5086130-5.066497.0072
EFTA00012391

=== Page 282 ===
EFTA00012392

=== Page 283 ===
States Government or any instrumentality or agency thereof for a period of less than 60
days;
(iv) as a result of any rule, regulation, order or other action by the FAA or
other governmental body having jurisdiction, the use of such property in the normal
course of interstate air transportation shall have been prohibited for a period of six (6)
consecutive months; or
(v) the operation or location of such property, while under requisition for use
by the United States Government, or any instrumentality or agency thereof, in any area
excluded from coverage by any insurance policy in effect with respect to such property, if
the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender
from the United States Government.
An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such
Aircraft.
"FAA": the United States Federal Aviation Administration, or any successor or
replacement administration or governmental agency having the same or similar authority and
responsibilities.
"Governmental Authority": any federal, state, local or foreign governmental or
regulatory entity (or department, agency, authority or political subdivision thereof) or any other
judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau.
"Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof.
"International Interest": such interest as ascribed thereto in the Cape Town Convention.
"International Registry": the International Registry of Mobile Assets located in Dublin,
Ireland and established pursuant to the Cape Town Convention, along with any successor
registry thereto.
"International Registry Procedures": the official English language text of the procedures
for the International Registry issued by the supervisory authority thereof pursuant to the
Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"International Registry Regulations": the official English language text of the regulations
for the International Registry issued by the supervisory authority thereof pursuant to the
Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de-
registration and authorization as provided under the Cape Town Convention and as provided in
subsection 6.9 of this Mortgage.
- 3 -
CH199 5086130-5.066497.0072
EFTA00012393

=== Page 284 ===
EFTA00012394

=== Page 285 ===
"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment,
security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or
preference, priority or other security agreement or preferential arrangement held or asserted in
respect of any asset of any kind or nature whatsoever including any conditional sale or other title
retention agreement, any lease having substantially the same economic effect as any of the
foregoing, and the filing of, or agreement to give, any financing statement under the UCC or
comparable law of any jurisdiction and, including, without limitation, rights of others under any
engine or parts interchange, loan lease or pooling agreement, and any International Interest
and/or Prospective International Interest.
"Mortgage": this Mortgage as defined in the preamble.
"Mortgage Collateral": such collateral as defined in Section 2 hereof.
"Obligations": such term as defined in the Credit and Security Agreement, including
without limitation all amounts due to the Mortgagee arising under or related to this Mortgage.
"Parts": at any time, all parts, components, equipment, instruments, appliances, avionics,
radio and radar devices, cargo handling systems and loose equipment that are at such time
incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the
Grantor's ownership interest therein.
"Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and
materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens
incurred in the ordinary course of business in connection with worker's compensation,
unemployment insurance or other forms of governmental insurance or benefits, relating to
employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided
that adequate reserves with respect thereto are maintained on the books of the Grantor, in
conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii)
being diligently contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the Grantor, in conformity with
GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of
the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money
indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage
(and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically
identified as Permitted Liens in the Credit and Security Agreement.
"Proceeds": the meaning set forth therefor in the UCC, and shall include, without
limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is
receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or
otherwise disposed of, including, without limitation, all amounts payable or paid under
insurance, requisition or other payments as the result of any loss (including an Event of Loss) or
damage to such Airframe, Engine or Part.
"Prospective International Interest": such interest ascribed thereto in the Cape Town
Convention.
"Replacement Engine" as defined in Section 4.11 hereof.
4 -
CH199 5086130-5.066497.0072
EFTA00012395

=== Page 286 ===
EFTA0001239

=== Page 287 ===
"Tax" as defined in Section 4.3 hereto.
"UCC" means the Uniform Commercial Code as the same may, from time to time be in
effect in the State of New York; provided, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect
to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided further, that to the extent that the term "UCC" is
used to define any term herein and such term is defined differently in different Articles of the
UCC, the definition of such term contained in Article 9 shall govern.
SECTION 2
GRANTING CLAUSE
Mortgage and Grant of Security Interest. To secure the due and prompt payment and
performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor
hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the
Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest
of the Grantor in and to the following property, whether now owned or hereafter acquired (herein
collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the
other provisions of this Agreement, creates in favor of the Lender an International Interest in the
Aircraft, as collateral security for the prompt and complete payment and performance when due
of all the Obligations:
(a) the Aircraft (including the Airframe and the Engines) and all replacements thereof
and substitutions therefor to which the Grantor shall from time to time acquire title as provided
herein, or any replacements or substitutions therefor, as provided in this Mortgage;
(b) all logs, manuals, books, records (including, without limitation, maintenance,
servicing, testing, modification and overhaul records) and other documents (including, without
limitation, any logs, manuals, books, records and documents maintained in electronic form)
relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the
"Records"), including without limitation, all Records required to be maintained by the FAA or
any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the
Aircraft, the Airframe or any Engine;
(c) all policies of insurance (including, without limitation, any insurance policies
required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any
Engine and all payments and proceeds and all rights to payment or compensation received or to
be received under any such policies of insurance in respect of any loss or damage to and/or
relating to or involving the Aircraft or any part thereof and all compensation and other payments
of any kind with respect to the Aircraft, including, but not limited to the insurance required
hereunder, under the Credit and Security Agreement and all payments and compensation and
rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention
or other loss of title to or the use or possession of the Aircraft or any part thereof;
- 5 -
CH199 5086130-5.066497.0072
EFTA00012397

=== Page 288 ===

=== Page 289 ===
(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues,
accounts, accounts receivable, general intangibles, income and any other sums paid, received or
to be received as a result of, arising from, derived in connection with or otherwise relating to the
Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues,
profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums
paid, received or to be received relating to or in connection with the sale, lease, hire, charter or
other disposition of the Aircraft or any part thereof or the provision of services of any nature
whatsoever utilizing the Aircraft or any part thereof;
(e) all Proceeds of all or any of the foregoing whether cash or otherwise.
SECTION 3
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants that:
(a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C.
Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free
and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly
register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft,
in accordance with the Act and shall have in full force and effect a certificate of airworthiness
duly issued pursuant to said Act.
(b) This Mortgage is in proper form to be duly filed for recordation in accordance
with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected
lien on and prior perfected security interest in such Mortgage Collateral, subject to no other
Liens (except for Permitted Liens).
(c) (i) No International Interest or Prospective International Interest (other than that
of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii)
Grantor shall not consent to the registration of any International Interest or Prospective
International Interest with respect to the Aircraft (other than any such interest registered in favor
of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor
of any person (other than Mortgagee) which has not been discharged and removed from the Civil
Aircraft Registry in Oklahoma City, Oklahoma.
SECTION 4
COVENANTS
4.1 Registration Maintenance and Operation. The Grantor, at its own cost and
expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included
therein to be duly registered, and at all times thereafter to remain duly registered, in the name of
the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to
the registration of the Mortgagee's International Interest created pursuant to this Mortgage and
the other Loan Documents (including any Prospective International Interest) with respect thereto,
(C) provide the Mortgagee reasonably satisfactory evidence that there are no International
Interests or Prospective International Interests against the Aircraft which are prior and superior to
the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained,
- 6 -
CH199 5086130-5.066497.0072
EFTA00012399

=== Page 290 ===

=== Page 291 ===
serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant
Mortgage Collateral, so as to the good operating condition as when originally mortgaged
hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition
as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in
good standing at all times under the Act and to enable such Aircraft at all times to be operated in
commercial cargo service in the United States; and (iii) maintain all records, logs and other
materials required by the FAA and any other Governmental Authority having jurisdiction to be
maintained in respect of such Mortgage Collateral. The Grantor will comply with all material
rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and
any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any
material law, rule, regulation or order (as defined below) of any Governmental Authority having
jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or
registration relating to any Mortgage Collateral issued by any such Governmental Authority,
except for any violation which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any
insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for
use by the United States of America, and then only if the Grantor obtains indemnity in lieu of
such insurance from the United States of America against the risks and in the amounts required
by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the
written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless
fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe,
Engine, Parts or other Mortgage Collateral are operated or used under contract with the
government of United States of America under which contract said government assumes liability
for any other damage, loss, destruction or failure to return possession of such Airframe, Engine,
Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or
damage to property of others or unless the Aircraft is only temporarily located in such area as a
result of an isolated occurrence attributable to a hijacking, medical emergency, equipment
malfunction, weather conditions, navigational error or other similar unforeseen circumstances
and the Grantor is using its good faith efforts to remove the Aircraft from such area. For
purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other
Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which
may lead to an enforcement action by the FAA or such Governmental Authority or suspension,
revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier.
4.2 Liens. The Grantor will not create or suffer to exist any Lien, International
Interests or Prospective International Interest upon or with respect to any of the Mortgage
Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by
the Credit and Security Agreement.
4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each
Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or
withholdings, together with any penalties, fines or interest thereon (any of the foregoing being
here called a "Tax") which may from time to time be imposed on or asserted against the
Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein
by any Federal, state or local government or other taxing authority in the United States or by any
foreign government or subdivision thereof or by any foreign taxing authority upon or with
respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture,
- 7 -
CH199 5086130-5.066497.0072
EFTA00012401

=== Page 292 ===
--- o

=== Page 293 ===
purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or
other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable
therefor or arising therefrom or the income or other proceeds received with respect thereto, or
(iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the
payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which
may have attached as security for such Tax, so long as the validity thereof shall be contested in
good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its
books adequate reserves with respect thereto.
4.4 Possession. The Grantor will not, without the prior written consent of the
Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in
any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right,
title or interest of the Grantor in, any Mortgage Collateral, including without limitation any
Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any
airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe
or engine other than to an Airframe or Engine.
4.5 Insurance.
(a)
The Grantor at its own expense shall carry insurance with respect to the Mortgage
Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement,
together with such endorsements in favor of the Mortgagee (or Lender) as are required by the
Credit and Security Agreement.
(b) Upon the occurrence and continuance of an Event of Default, all insurance
payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage
Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender))
held and applied by the Mortgagee (or Lender) against the Obligations as provided under the
Credit and Security Agreement, or be retained by the Grantor for application to the repair of
damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in
accordance with the terms of the Credit and Security Agreement.
4.6 Modification and Additions. The Grantor, at its expense, shall make such
modifications in and additions to the Airframes and the Engines as may be required from time to
time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In
addition, so long as no Default or Event of Default shall have occurred and be continuing, the
Grantor, at its expense, may from time to time make such modifications in and additions to any
Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that
no such modification or addition shall diminish the value or utility of such Airframe or Engine or
impair the airworthiness or operating condition thereof below the value, utility, airworthiness and
condition thereof immediately prior to such modification or addition (assuming such Airframe or
Engine was of the value and utility and in the condition required by the terms of this Mortgage
immediately prior to such modification or addition) and any expenses incurred or related thereto
are in accordance with the terms of the Credit and Security Agreement.
4.7
Reserved.
- 8 -
CH199 5086130-5.066497.0072
EFTA00012403

=== Page 294 ===

=== Page 295 ===
4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security
Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the
Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating
thereto, at all such times during normal business hours as the Mortgagee may from time to time
reasonably request; provided that so long as no Event of Default shall have occurred and is
continuing such visits shall be limited to two (2) occasions per fiscal year.
4.9 Reserved.
4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as
defined in 49 U.S.C. Section 40102(a)(15)(c).
4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of
Loss with respect to an Engine under circumstances in which there has not occurred an Event of
Loss with respect to the Airframe on which such Engine was originally installed, the Grantor
shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the
occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage,
in substitution for the Engine with respect to which such Event of Loss occurred, substitute
another engine of the same manufacturer and model described on Schedule 1 attached hereto (or
engine of the same manufacturer of an improved model and suitable for installation and use on
an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement
Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in
as good operating condition as, the Engine with respect to which such Event of Loss occurred
assuming such Engine was of the value and utility and in the condition and repair required by the
terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time
of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence,
reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)
cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and
filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of
compliance with the insurance provisions of subsection 4.5 hereof with respect to such
Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee
with such certificates and opinions of counsel as the Mortgagee may request in order to evidence.
the value, utility and operating condition of the Replacement Engine, the Grantor's title to the
Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of
the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance
by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the
Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred
from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each
Replacement Engine shall, after being subjected to the lien and security interest hereof, be
deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the
Engine replaced thereby.
4.12 Further Assurances. The Grantor at its expense will promptly and duly execute
and deliver such documents and assurances and take such action as may be necessary, or as the
Mortgagee may from time to time request, in order to more effectively carry out the intent and
purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security
interests created or intended to be created in favor of the Mortgagee hereunder and to comply
- 9
CH199 5086130-5.066497.0072
EFTA00012405

=== Page 296 ===

=== Page 297 ===
with the laws and regulations of the FAA and the requirements of the Cape Town Convention
with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral,
including the Aircraft, or the laws and regulations of any of the various states or countries in
which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become
located in or any other applicable law, including, without limitation, the execution, delivery and
filing of UCC financing and continuation statements with respect to the security interests created
hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage
Collateral, including the Aircraft with the International Registry, in each case in form and
substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably
request. The Grantor hereby authorizes the Mortgagee to file any such statements without the
signature of the Grantor to the extent permitted by applicable law.
4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor
shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or
enter into any conditional sale, finance lease or any other agreement or arrangement which has
the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft),
except as provided in the Credit and Security Agreement.
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral.
Whether or not an Event of Default or Default shall have occurred and be continuing hereunder
and/or under the Credit and Security Agreement, all payments and proceeds related to and
arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance
with the terms of the Credit and Security Agreement.
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall
occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise
provided herein and to the extent permitted by law, carry out or enforce the actions or remedies
provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies
specified under the Cape Town Convention, and any rights and remedies otherwise available to a
secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in
any applicable jurisdiction; provided, however, that such actions and remedies shall be in
addition to, and not be deemed to limit, the remedies provided in any Security Document.
6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and
Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take
possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude
the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition,
the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth
in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral.
At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to
the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place
- 10
CH199 5086130-5.066497.0072
EFTA00012407

=== Page 298 ===
EFTA00012408

=== Page 299 ===
or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport
or airports in the continental United States as the Mortgagee may reasonably specify, without
risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In
addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities
for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to
deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the
Mortgagee may, without being responsible for loss or damage, except to the extent caused by the
gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court
having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring
the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to
the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent
provided by law, without such judgment, pursue all or any part of such Mortgage Collateral,
including the Aircraft wherever they may be found and enter any of the premises of or leased by
the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such
Mortgage Collateral, including the Aircraft and take possession of and remove the same. The
Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such
action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien
and security interest of this Mortgage and the Security Documents. Upon every such taking of
possession, the Mortgagee may, from time to time, make all such reasonable expenditures for
maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of
the Mortgage Collateral, including the Aircraft as it may deem proper.
6.3 Sale and Suits for Enforcement.
(a)
If an Event of Default under the Credit and Security Agreement shall occur and be
continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral,
including the Aircraft, may:
(i)
to the extent and in the manner permitted by law, sell at one or more sales,
all or any part of the Mortgage Collateral, at public or private sale, at such place or places
and at such time or times and upon such terms, including terms of credit (which may
include the retention of title by the Mortgagee to the property so sold), as the Mortgagee
may determine, whether or not the Mortgage Collateral shall be at the place of sale; and
(ii) proceed to protect and enforce its rights under this Mortgage by suit,
whether for specific performance of any covenant herein contained or in aid of the
exercise of any power herein granted or for the foreclosure of this Mortgage and the sale
of the Mortgage Collateral under the judgment or decree of a court of appropriate
jurisdiction or for the enforcement of any other right.
(b)
At any public sale of any Mortgage Collateral, including the Aircraft or any part
thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and
accept bids requiring the extension of credit to the bidder and may determine the highest bidder
at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the
extension of credit.
- 11
CH199 5086130-5.066497.0072
EFTA00012409

=== Page 300 ===
EFTA00012410

=== Page 301 ===
(c)
The Mortgagee, to the extent permitted by law, may from time to time adjourn
any sale under paragraph (a)(i) above by announcement at the time and place appointed for such
sale or for any adjournment thereof; and without further notice or publication, such sale be made
at the time and place to which the same shall have been so adjourned.
(d) Upon the completion of any sale under paragraph (a)(i) above, full title and right
of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any
retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted
purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in
accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the
same to be flown to such airports in the continental United States as the Mortgagee may specify),
such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such
Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof.
The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its
name and stead, to make all necessary conveyances of any Mortgage Collateral so sold.
Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine
any such sale or conveyance by executing and delivering all proper instruments of conveyance or
releases as may be designated in any such request.
6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it
lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or
claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or
redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this
Mortgage or the absolute sale of the Mortgage Collateral.
6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is
intended to be exclusive of any other remedy, but every such remedy shall be cumulative and
shall be in addition to every other remedy herein conferred or now or hereafter existing in law.
6.6 Application of Proceeds. If an Event of Default shall have occurred and be
continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage
Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under
this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the
Credit and Security Agreement.
6.7 Delay or Omission; Possession of Loan Certificates.
(a) No delay or omission of the Mortgagee to exercise any right or remedy arising
upon the happening of any Default or Event of Default shall impair any right or remedy or shall
be construed to be a waiver of any such Default or Event of Default or an acquiescence therein;
and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by
applicable law may be exercised from time to time and as often as may be deemed expedient by
the Mortgagee.
(b) All rights of action under this Mortgage may be enforced by the Mortgagee
without the possession of the Notes or any other instrument or document evidencing any
obligation or the production thereof in any proceeding.
- 12 -
CH199 5086130-5.066497.0072
EFTA00012411

=== Page 302 ===
EFTA00012412

=== Page 303 ===
6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and
continuance of an Event of Default, if the Grantor fails to perform or comply with any of its
agreements contained herein, the Mortgagee may perform or comply with such agreement, and
the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the
performance or compliance with such agreement (together with interest thereon at the Default
Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the
lien and security interest of this Mortgage.
6.9 Deregistration. If an Event of Default under the Credit and Security Agreement
shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage,
except to the extent caused by the gross negligence or willful misconduct of the Mortgagee,
procure the deregistration of the registration of the Aircraft and export the Aircraft to a
jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape
Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable
out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees;
and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien
and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute
and deliver an IDERA to the Mortgagee to be filed with the FAA.
6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security
Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its
claim in any court proceeding, obtain speedy relief in the form of on order providing for
(i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the
Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where
covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage
Collateral and the income therefrom, and (v) sale and application of proceeds therefrom.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage,
nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.
7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all
its reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to, this Mortgage
and any other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its
costs and expenses incurred in connection with the enforcement or preservation of any rights
under this Mortgage and any such other documents, including, without limitation, the fees and
disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee
harmless from, any and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of, or consummation of
- 13 -
CH199 5086130-5.066497.0072
EFTA00012413

=== Page 304 ===
EFTA00012414

=== Page 305 ===
any of the transactions contemplated by, or any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Mortgage and any such other documents, and
(d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Mortgage and any such other
documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the
Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from
the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection
7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the
Obligations thereunder.
7.3 Reserved.
7.4 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or four (4)
business days after being deposited in the United States mail, certified or registered mail postage
prepaid, or one (1) business day after being deposited with an overnight courier of national
reputation, or upon receipt of confirmation of successful transmission with respect to any notice
or communication sent via facsimile, to the addresses set forth in the Credit and Security
Agreement.
7.5 Continuing Lien and Security Interest: Transfer; Release of Mortgage Collateral;
Termination of Mortgage.
(a) In addition to the other. Security Documents, this Mortgage shall create a
continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force
and effect until payment and performance in full of all of the Obligations, (ii) be binding upon
the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its
successors, transferees and assigns.
(b) Upon the indefeasible payment and performance in full of all of the Obligations,
the lien and security interest granted hereby and in the Security Documents shall terminate.
Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an
appropriate instrument evidencing such termination of this Mortgage.
7.6 Governing Law.
(a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.
(b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
- 14-
CH199 5086110-3.066497.0072
EFTA00012415

=== Page 306 ===
EFTA00012416

=== Page 307 ===
CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND
MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED,
THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO
REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
(c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE
AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
(d)
THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF
NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT.
7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage
shall not affect the remaining provisions of this Mortgage should any one or more provisions of
this Mortgage be held by any court of law to be invalid; nor should any such court holding
operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any
of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had
not been contained herein.
[Balance of Page Intentionally Left Blank. Signature Page Follows. I
- 15 -
CH199 5086130-5.066497.0072
EFTA00012417

=== Page 308 ===

=== Page 309 ===
IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly
executed and delivered as of the day and year first above written.
FLIGHT OPTIONS, LLC
By:
Name
Title: Vice President of Whole
Aircraft Sales & Acquisitions
FO FINANCING, LLC
By:
Name:
Title:
Vice President
EFTA00012419

=== Page 310 ===

=== Page 311 ===
IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and
delivered as of the day and year first above written.
FLIGHT OPTIONS, LLC
By:
Name:
Title: Vice President of Whole
Aircraft Sales & Acquisitions
FO FINANCING, LLC
By:
Nan
Title: Vice President
EFTA00012421

=== Page 312 ===
EFTA00012422

=== Page 313 ===
Schedule 1
Aircraft: Airframe and Engines*
Make / Model
Reg. No.
Serial No.
Engine Make
Engine
Engine Serial
Percent
Model
No.
Owned***
RAYTHEON
N493LX
RK-244
PRATT &
JT15D-5
PCE-JA0256**
12.50%
AIRCRAFT COMPANY
WHITNEY
model 400A
CANADA
RAYTHEON
N493LX
RK-244
PRATT &
JT15D-5
PCE-JA0257**
12.50%
AIRCRAFT COMPANY
WHITNEY
model 400A
CANADA
*Each of which Engines is capable of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof.
**Described as model JT15D SERIES with serial numbers JA0256 and JA0257 on the International Registry drop down menu.
***Aircraft used herein references Grantor's undivided 12.50% interest in the Aircraft and Engines based upon "Fractional Interest" listed
below.
Fractional Interest
The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options,
LLC from Mountville Mills, Inc. on 11/16/2009 and filed with the FAA on 12/21/2009 ; and
The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options,
LLC from Wells Fargo Bank Northwest, N.A. Trustee on 02/16/2010 and filed with the FAA
on 7-8-10 (collectively the "Fractional Interest")
This Aircraft Mortgage and Security Agreement encumbers a total of 12.50% fractional interest
in the Airframe and Engines.
International Interests registered on the International Registry in connection with this Mortgage
Supplement are evidenced by File Numbers 77670, 77674 and 77676. The FAA Unique
Authorization Code applicable to this Aircraft Mortgage and Security Agreement is
IRN20100510080655.
EFTA00012423

=== Page 314 ===

=== Page 315 ===
Exhibit A
Credit and Security Agreement
[Not included for purposes of confidentiality.]
CH199 5086130-5.066497.0072
EFTA00012425

=== Page 316 ===
EFTA0001242
FILED
AIRCRAFT
2010 JUL 8 PM 3 10
OKLAHOHOMATY

=== Page 317 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870
ORIG DOC ID 9195 FFR 7/8/10 RETD IATS
EFTA00012427

=== Page 318 ===
EFTA00012428

=== Page 319 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
N
493LX
REGISTRATION NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted TM Jul/26/2010
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Shmitka Air, Inc.
6.25% of 100%
(see Attachment dated 7-8-10)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
c/o:
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
X
b.
A non-citizen corporation organized and doing business under the laws of (state) Delaware
and said aircraft United States Records or available for
inspection at
26180 cartiss-wright cartiss-wright Pkwy, Richmond 44143
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE V P Whole A/C Sales & Acquisitions
of FLIGHT OPTIONS, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE acting as Attorney-In-Haet
for Shmitka Air, Inc.
7-8-10
SIGNATURE
TITLE
DATE
#1
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012429

=== Page 320 ===
AIRCRAFT FILED REGISTR WITH FAA ATIONBR
2010 JUL 8 PM 3 10
CITY
OKLAHOMA OKLAHOMA

=== Page 321 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 7-8-10
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
3.125% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
6.25% of 100%
Shown on Original form hereto
16.)
12.50% of 100%
Shown on Original form hereto
17.)
Signatures:
Title:
Date:
V P of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15
7-8-10
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #16
7-8-10
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012431

=== Page 322 ===
EFTA00012432
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 JUL 8 PM 3 10
OKLAHCMA CITY
OKLAHOMA

=== Page 323 ===
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 N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 16ᵀᴴ DAY OF FEB., 2010
TM007711 Conveyance Recorded Jul/26/2010 12:58 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
101891532438
$5.00 07/08/2010
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 16ᵀᴴ OF FEB., 2010.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
WELLS FARGO BANK
VP of Whole Aircraft Sales &
NORTHWEST, N.A.-
Acquisitions of
TRUSTEE
FLIGHT OPTIONS, LLC
Acting as Attorney-in-Fact for
WELLS FARGO BANK
NORTHWEST, N.A.- TRUSTEE
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF 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
EFTA00012433

=== Page 324 ===
EFTA00012434
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2010 JUL 8 PM 3 10
OKLAHOMA CITY
OKLAHOMA

=== Page 325 ===
RELEASE
FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages
(described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the
Mortgages all of the collateral covered thereby (including but not limited to the Airframe and
Engines described on Annex I) and (ii) discharges the international interests created by the
Mortgages and represented by the International Registry File Numbers described on Annex I.
Dated: July 8 , 2010
[The remainder of this page is intentionally left blank]
TM007710 Conveyance Recorded Jul/26/2010 12:44 PM FAA
EFTA00012435

=== Page 326 ===
EFTA00012436
FILED WITH FACH BR
AIRCRAFT
2010 JUL 8 PM 3 09
OKLAHOMAMATY

=== Page 327 ===
IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated
noted above.
FO Financing LLC
By:
Nan
Title: Vice President
EFTA00012437

=== Page 328 ===
Annex I
To Release
Page 1
Airframe
One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial
number RK-244 (described on the International Registry drop down menu as RAYTHEON
AIRCRAFT COMPANY model 400A with serial number RK-244) and U.S. Registration No.
N493LX.
Engines
Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's
serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop
down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers
JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent).
Mortgages
Description
Date
Date
FAA Conveyance
International Registry
of Document
Executed
Recorded
Number
File Numbers
Aircraft Mortgage and
12/13/07
06/12/08
AM000500
N/A
Security Agreement
between Flight
Options, LLC, as
grantor, and FO
Financing, LLC, as
Mortgagee
Second Aircraft
12/13/07
06/12/08
AM000501
N/A
Mortgage and Security
Agreement between
Flight Options, LLC,
as grantor, and FO
Financing, LLC, as
Mortgagee
Aircraft Mortgage and
03/20/09
04/01/09
LA001848
322997
Security Agreement
323003
between Flight
323001
Options, LLC, as
grantor, and FO
Financing, LLC, as
Mortgagee
OKLAHOMA
OKLAHOMA CITY
60 E
AIRCRAFT REG STRATION BR
FELED
EFTA00012438

=== Page 329 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192
SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195
EFTA00012439

=== Page 330 ===
EFTA00012440

=== Page 331 ===
RECORDED CONVEY ANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM:
MFR:
CROSS-REFERENCE-RECORDATION
MODEL:
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
NAME CHANGE
FEBRUARY 11, 2010
FROM
DOCUMENT NO.
AIR GHISLAINE INC
TO OR ASSIGNED TO
DATE RECORDED
SHMITKA AIR INC
FEBRUARY 23, 2010
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft:
Total Engines:
Total Props:
Total Spare Parts:
AFS-750-23R (02/08)
EFTA00012441

=== Page 332 ===
EFTA00012442

=== Page 333 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
N
493LX
REGISTRATION NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted CW Feb/03/2010
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Air Ghislaine, Inc.
6.25% of 100%
(see Attachment dated 1-19-10)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent C/O: mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
Delaware
b.
XA non-citizen corporation organized and doing business under the laws of (state)
inspection
and said aircraft at 26180 based City tiss weed WP ght in the Pkwy, Idented States HES., Right OH 44143 for
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE V P of Whole Aircraft
Sales
& Acquisitions of Flight Options, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE acting as Attorney-In-Re Fact
for Air Ghislaine, Inc.
1-19-10
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days. during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012443

=== Page 334 ===
EFTA00012444
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 JAN 19 PM 1 53
OKLAHOMA CITY
OKLAHOMA

=== Page 335 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 1-19-10
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
3.125% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
6.25% of 100%
Shown on Original form hereto
16.)
6.25% of 100%
Shown on Original form hereto
17.)
6.25% of 100%
Shown on Original form hereto
Signatures:
Title:
Date:
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15,16
1-19-10
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #17
1-19-10
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012445

=== Page 336 ===
EFTA00012446
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 JAN 19 PM 1 53
OKLAHOMA CITY
OKLAHOMA

=== Page 337 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367
TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP
EFTA00012447

=== Page 338 ===
EFTA00012448

=== Page 339 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U. 8. 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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
100191418128
AIRCRAFT SERIAL NO.
$5.00 01/19/2010
RK-244
DOES THIS 19 TH DAY OEJAN., 2010
CW001954 Conveyance Recorded Feb/03/2010 03:00 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
LLI CORP.
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19TH DAY OF Jan.,
2010
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
V P OF WHOLE
AIRCRAFT SALES
& ACQUISITIONS
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012449

=== Page 340 ===
EFTA00012450
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2010 JAN 19 PM 1 53
OKLAHOMA OKLAHOMA CITY

=== Page 341 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U. 8. 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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 19 TH DAY OF Jan., 2010
CW001953 Conveyance Recorded Feb/03/2010 03:00 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
ADVANCE BEVERAGE COMPANY, INC.
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19TH DAY OF Jan.,
2010
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
V P OF WHOLE
AIRCRAFT SALES
& ACQUISITIONS
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012451

=== Page 342 ===
EFTA00012452
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2010 JAN 19 PM 1 53
OKLAHOMA CITY
OKLAHOMA

=== Page 343 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted DM Jan/07/2010
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Air Ghislaine, Inc.
6.25% of 100%
(see See Attachment dated 12-21-09)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used. physical address must also be shown.)
c/o:
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18. Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
Delaware
b.
X
A non-citizen corporation organized and doing business under the laws of (state)
inspection cartiss wright Pkwy, Richmond
and said United States Records of for
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
ership all applicants must sign. Use reverse side if necessary.
TYPE
NATURE
TITLE V P of Sales & Marketing
of Flight Options, LLC
12-21-09
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE acting as Attorney-In-Fact
for Air Ghislaine, Inc.
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012453

=== Page 344 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
Hill OKLAHOMA CITY
2009 DEC 21 AM 1029
OKLAHOMA

=== Page 345 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 12-21-09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
3.125% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
18.75% of 100%
Shown on Original form hereto
16.)
Signatures:
Title:
Date:
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14
12-21-09
VP of Whole Aircraft Sales &
Acquisitions of Flight Options, LLC
for #15
12-21-09
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012455

=== Page 346 ===
EFTA00012456
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 DEC 21 AM 10 29
OKLAHOMA CITY
OKLAHOMA

=== Page 347 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 21ST DAY OF DEC., 2009
DM004817 Conveyance Recorded Jan/07/2010 10:29 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
MARM PARTNERS LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
093551017119
$5.00 12/21/2009
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 21st DAY OF DEC.,
2009
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
VP OF WHOLE
AIRCRAFT SALES
& ACQUISITIONS
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012457

=== Page 348 ===
EFTA00012458
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2009 DEC 21 AM 10 29
OKLAHOMA OKLAHOMA CITY

=== Page 349 ===
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 N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 6ᵀᴴ DAY OF NOV., 2009
DM004816 Conveyance Recorded Jan/07/2010 10:25 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6ᵀᴴ OF NOV., 2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
SELLER
MOUNTVILLE MILLS,
V P OF WHOLE AIRCRAFT
INC.
SALES & ACQUISITIONS OF
FLIGHT OPTIONS, LLC ACTING
AS ATTORNEY IN-FACT FOR
MOUNTVILLE MILLS, INC.
ACKNOWLEDGEMENT (NOT REQUIRED FOR 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
EFTA00012459

=== Page 350 ===
EFTA00012460
21 AM 10 29 BR
OKLAHOMA OKLAHOMATY

=== Page 351 ===
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 N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 20TH DAY OF JULY, 2009
DM004815 Conveyance Recorded Jan/07/2010 10:24 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20TH OF JULY, 2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
V P OF WHOLE AIRCRAFT SALES
& ACQUISITIONS OF FLIGHT
OPTIONS, LLC ACTING AS
ATTORNEY IN-FACT FOR
DANIEL O. CONWILL, IV
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012461

=== Page 352 ===
EFTA00012462
BR
OKLAHOMA MA MA MO
29

=== Page 353 ===
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 N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 7TH DAY OF JULY, 2009
DM004814 Conveyance Recorded Jan/07/2010 10:24 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
9.375% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7TH OF JULY, 2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
PARKS AVIATION, LLC
V P OF WHOLE AIRCRAFT SALES
& ACQUISITIONS OF FLIGHT
OPTIONS, LLC ACTING AS
ATTORNEY IN-FACT FOR
PARKS AVIATION, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF 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
EFTA00012463

=== Page 354 ===
EFTA00012464
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2009 DEC 21 AM 10 29
OKLAHOMA CITY
OKLAHOMA

=== Page 355 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted JB Aug/03/2009
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Air Ghislaine, Inc.
6.25% of 100%
(see Attachment dated 7/14/09 )
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
c/o:
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
X
A non-citizen corporation organized and doing business under the laws of (state) Delaware
X
and said aircraft is based and primarily used in the United States, Records or flight hours are available for
inspection at 26180 Curtiss-wright Pkwy, Richmond Hts., OH 44143
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
SIGNATURE
TITLE V P of Sales & Marketing
of Flight Options, LLC
7/14/09
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLEACTING as Attorney-In-Faote
for Air Ghislaine, Inc.
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days. during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012465

=== Page 356 ===
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2009 JUL 16 # PM 1 53
OKLAHOMA CITY
OKLAHOMA

=== Page 357 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 7/14/09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
9.375% of 100%
Shown on Original form hereto
15.)
6.25% of 100%
Shown on Original form hereto
16.)
6.25% of 100%
Shown on Original form hereto
Signatures:
Title:
Date:
VP of Sales & Marketing
of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15
7/14/09
VP of Sales & Marketing
of Flight Options, LLC
for #16
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which
this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may
be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same application.
EFTA00012467

=== Page 358 ===
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2009 JUL 16 1 PM 1 53
OKLAHOMA CITY
OKLAHOMA
-

=== Page 359 ===
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
N493LX
NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company, model 400A
AIRCRAFT SERIAL NO. RK-244
DOES THIS 14 14TH DAY OF July " 2009
JB001449 Conveyance Recorded Aug/03/2009 01:16 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO A 6.25% of SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
Flight Options, LLC
PURCHASER
Cleveland, OH 44143
6.25% OF 100%
091971356165
$5.00 07/16/2009
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS14 TH DAY OFO leg 2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST SIGN.)
Bank of America, N. A., as
Vice President
SELLER
Administrative Agent
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012469

=== Page 360 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 JUL 16 I PM 1 53
OKLAHOMA CITY
OKLAHOMA

=== Page 361 ===
AGENCY DISPLAY OF ESTIMATED BURDEN
The Federal Aviation Administration estimates that the average burden for this report is .5 hour per response. You may submit any comments concerning the
accuracy of this burden estimate or any suggestions for reducing the burden to the Office of Management and Budget (OMB). You may also send comments to
the Federal Aviation Administration, Civil Aviation Registry,
Oklahoma City, OK 73125-0504, Attention: OMB number 2120-0042
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
Aircraft Registration Branch
Oklahoma City, OK 73125-0504
CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT
(Fractional Interest)
Aircraft Manufacturer and Model
Raytheon Aircraft Company, 400A
Aircraft serial number
RK-244
FAA registration number N793TA NKA N493LX
Samair, Inc. ("Debtor") entered into a Promissory Note ("Note"), dated January 14, 2002, in favor of RACC, in connection with
the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon Aircraft Company model
JB001448 Conveyance Recorded Aug/03/2009 12:54 PM FAA
400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N493LX (formerly N793TA), and
two (2) Pratt & Whitney Canada model JT15D-5 (described as PRATT & WHITNEY CANADA model JT15D SERIES on the
International Registry drop down menu) aircraft engines (which engines have 550 or more rated takeoff horsepower or the
equivalent thereof) bearing manufacturer's serial number PCE-JA0256 and PCE-JA0257 (described as JA0256 and JA0257 on
the International Registry drop down menu) (collectively the "Interest").
Debtor executed that certain Security Agreement (as assigned and set forth below, the "Security Agreement"), dated January 14,
2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned by RACC to Raytheon
Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, and further assigned by RARC to
Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, collectively
recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. S118267.
Pursuant to FAA Assignment dated September 22, 2003, the Security Agreement was assigned by Bank of America, N.A., as
administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to
General Aviation Receivables Corporation ("GARC"), and further assigned to Bank of America, N.A., as administrative agent
(the "Agent") under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by
the FAA on September 29, 2003, as Conveyance No. R062972.
On or about May 21, 2009, Debtor breached its obligations under the Note and Security Agreement, as assigned.
On or about June 15, 2009, Agent foreclosed on the security interest granted by the Security Agreement and repossessed the
Interest in accordance with applicable laws. Agent has performed all obligations imposed on the secured party under the Security
Agreement and applicable local laws. The undersigned certifies that, in accordance with the terms of said Security Agreement,
and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all persons claiming by,
through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now owns the Interest.
NOTE: If the agreement involved was not recorded
Bank of America, N.A., as Administrative Agent
with the Aircraft Registration Branch, the
original or certified true copy should
accompany this certificate of repossession.
091971356165
$15.00 07/16/2009
B
EFTA00012471

=== Page 362 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 JUL 16 I PM 1 52
OKLAHOMA CITY
OKLAHOMA

=== Page 363 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633
SEE REC CONV # S118267, C018, PG 1, ET AL
EFTA00012473

=== Page 364 ===
EFTA00012474

=== Page 365 ===
LOAN
(For use on deals drawn
under the September 1, 2003, Agreement)
FAA RELEASE
Raytheon Aircraft Company Model 400A
Manufacturer's Serial No. RK-244
Registration No. N493LX
Engine Make and Model Pratt & Whitney Canada JT15D
Engine Serial Nos. PCE- JA0256 & PCF- JA0257
Propeller Make and Model N/A
Propeller Serial Nos. N/A
JB001450 Conveyance Recorded Aug/03/2009 01:23 PM FAA
The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured
Party under the Security Agreement dated January 14 , 2002
, with
Samair, Inc.
as Debtor, recorded by the Federal
Aviation Administration on March 6, 2002,
, as Conveyance No. S118267*
which
,
Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of
September 22
, 2003 , recorded by the FAA on September 29, 2003, as
Conveyance No. R062972
, hereby releases all of its interest in the collateral covered
by said Security Agreement.
Dated this 14 day of July
, 2009
*and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION
Corporation to Raytheon Aircraft Receivables
Corporation by FAA Assignment dated
AS A
1/14/02, further assigned to Bank of America,
National Association as Adminstrative By:
Agent, collectively recorded by the FAA on
President
3/6/2002 as Conveyance No. S118267.
BA0180
The undersigned assignors hereby release all of their interest, if any, in the collateral covered
by the Security Agreement described above.
Dated this 14 day of July
, 2009 .
Raytheon Aircraft
Raytheon Aircraft
General Aviation
Rec
Credit
Rece
By:
By:
By:
Nan
Nam
Nam
Title: Vice President - Title: Vice President - Title: Vice President - General Counsel
General Counsel
General Counsel
This Release shall consist of this one page only, with no schedules, appendices or similar
attachments attached hereto.
and Certificate MBIA GA LOAN of RELEASE.DOC Repossession filed 7/16/09
by Bank of America, N.A. As Admin.
CAR
CERTI
EFTA00012475

=== Page 366 ===
AIRCRAFT REGISTRATION BR
FILED WITHFAA
2009 JUL 16 I PM 1 54
OKLAHOMA CITY
OKLAHOMA

=== Page 367 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632
ORIG RETD TO IATS
SEE REC CONV # S118267, C018, PG 1, ET AL
EFTA00012477

=== Page 368 ===
EFTA00012478

=== Page 369 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted BM May/15/2009
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.) Air Ghislaine, Inc.
6.25% of 100%
(see Attachment dated 5-6-09)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first. applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
c/o:
light Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
X
A non-citizen corporation organized and doing business under the laws of (state) Delaware
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at 26180 Curtiss-wright tiss ight Pkwy, Richmond Hts., OH 44143
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYP
SIGNATURE
TITLE Executive Vice Presiden
of Flight Options, LLC
5-6-09
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
acting as Attorney-In-Fact
for Air Ghislaine, Inc.
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012479

=== Page 370 ===
EFTA00012480
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 6 PM 1 41
OKLAHOMA CITY
OKLAHOMA

=== Page 371 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 5-6-09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
9.375% of 100%
Shown on Original form hereto
16.)
6.25% of 100%
Shown on Original form hereto
Signatures:
Title:
Date:
Executive Vice President
of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15,16 5-6-09
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which
this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may
be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same application.
EFTA00012481

=== Page 372 ===
EFTA00012482
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2009 MAY 6 PM 1 41
OKLAHOMA OKLAHOMA CITY

=== Page 373 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 6TH DAY OF MAY, 2009
BM002203 Conveyance Recorded May/15/2009 10:39 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
DANIEL O. CONWILL, IV
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6TH DAY OF MAY,
2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LLC
EXECUTIVE VICE
PRESIDENT
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
091261339024
$5.00 05/06/2009
EFTA00012483

=== Page 374 ===
EFTA00012484
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 6 PM 1 41
OKLAHOMA CITY
OKLAHOMA

=== Page 375 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free:
Administration
WEB Address:
Date of Issue: May 4, 2009
AIR GHISLAINE INC
SOUTHEASTERN MILLS INC
ET-AL
C/O FLIGHT OPTIONS INC
RICHMOND HEIGHTS, OH 44143-1453
HAND DELIVERED TO IATS IN THE PD ROOM
T092291
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jun
03, 2009.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (10/05)
EFTA00012485

=== Page 376 ===
EFTA00012486

=== Page 377 ===
FTW /DUP
I
A
Insured Aircraft Title Service, Inc.
T
S
Accepted DM May/04/2009
Federal Aviation Administration
Date: 5-4-09
Aircraft Registry
Gentlemen:
Please issue a duplicate certificate on the aircraft herein described:
N 493LX
* Certificate has been lost in mail
Make Raytheon Aircraft CO.
or
Model 400A
Customer has misplaced the certificate
S/N RK-244
to the present registered owner:
Flight Options, LLC
*
in the Public Documents room.*****
****Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. *
Thank you,
091241402468
$2.00 05/04/2009
By:
Documentation Specialist
Return of Registration to
1.A.T.S
Return Certificate of Registrati to
2-
EFTA00012487

=== Page 378 ===
EFTA00012488
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 4 PM 1 42
OKLAHOMA CITY
OKLAHOMA
*
*
IIM IDnb

=== Page 379 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted DM May/04/2009
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership If individual, give last name, first name, and middle initial.)
1.) Air Ghislaine, Inc.
6.25% of 100%
(see Attachment dated 5-1-09)
TELEPHONE NUMBER: (
)
ADDRESS (Re/ganent mailing address for first applicant listed.) (If P.O. BOX is used. physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
X
A non-citizen corporation organized and doing business under the laws of (state) Delaware
and said aircraf
States Records or available for
inspection at
Richmond 44143
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
GNATURE
TITLE Executive Vice President
of Flight Options, LLC
EACH PART OF THIS
APPLICATION MUST
5-1-09
BE SIGNED IN INK.
TITLE acting as Attorney-In-Faet
for Air Ghislaine, Inc.
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012489

=== Page 380 ===
EFTA00012490
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 1 PM 1 48
OKLAHOMA CITY
OKLAHOMA

=== Page 381 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION duted 5-1-09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
9.375% of 100%
Shown on Original form hereto
16.)
6.25% of 100%
Shown on Original form hereto
Signatures:
Title:
Date:
Executive Vice President
of Flight Options, LLC
Acting as Attorney-in-Fact for
#2,3,4,5,6,7,8,9,10,11,12,13,14,15
5-1-09
Executive Vice President
of Flight Options, LLC
for #16
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which
this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as, of this date, and (III) the Application may
be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same application.
EFTA00012491

=== Page 382 ===
EFTA00012492
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 1 PM 1 48
OKLAHOMA CITY
OKLAHOMA

=== Page 383 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 1st DAY OF may. 2009
DM003251 Conveyance Recorded May/04/2009 04:36 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
AIR GHISLAINE, INC.
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
2009 IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1st DAY OF may..
NAME (S) OF SELLER
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LLC
EXECUTIVE VICE
PRESIDENT
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
091211427538
$5.00 05/01/2009
091214427538
05/04/2009 Rx
EFTA00012493

=== Page 384 ===
EFTA00012494
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAY 1 PM 1 48
OKLAHOMA CITY
OKLAHOMA

=== Page 385 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted BM Apr/15/2009
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
15.) Flight Options, LLC
12.50% of 100%
(see Attachment dated 4-7-09)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
SIGNATURE
TITLE
Executive Vice President DATE
of Flight Options, LLC
4-7-09
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012495

=== Page 386 ===
EFTA00012496
FILED wiTH FAA
AIRCRAFT R' DISTRATION BR
2009 APR 7 PM 1 50
OKLAH MA CITY
OKLAHOMA

=== Page 387 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-7-09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
9.375% of 100%
Shown on Original form hereto
15.)
16.)
Signatures:
Title:
Date:
Executive Vice President
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13,14
4-7-09
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which
this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may
be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same application.
EFTA00012497

=== Page 388 ===
EFTA00012498
FILE 939 FAA
AIRCRAFT RESISTRATION OR
2009 APR 7 PM 1 50
OKLAH MA CITY
OKLAHOMA

=== Page 389 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 7TH TH DAY OF April., 2009
BM002022 Conveyance Recorded Apr/15/2009 08:27 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
PARKS AVIATION, LLC
9.375% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7TH DAY OF April.,
2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LLC
EXECUTIVE VICE
PRESIDENT
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
090971402484
$5.00 04/07/2009
EFTA00012499

=== Page 390 ===
EFTA00012500
FILED AITH FAA
AIRCRAFT RS CISTRATION BR
2009 APR 7 PM 1 50
OKLAH: MA CITY
OKLAHOMA

=== Page 391 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 493LX
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
3/20/09
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
LA001848
TO OR ASSIGNED TO
DATE RECORDED
FO FINANCING LLC
APR 01, 2009
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 1
Total Props: 1
Total Spare Parts:
N493LX
P&W C JT15D-5 PCE-JA0257
P&W C JT15D-5 PCE-JA0256
AFS-750-23R (02/08)
EFTA00012501

=== Page 392 ===
EFTA00012502

=== Page 393 ===
CERTIFIED COPY
TO BE RECORDED BY FAA
LA001848 Conveyance Recorded Apr/01/2009 09:56 AM FAA
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
dated as of
March 20, 2009
made by
FLIGHT OPTIONS, LLC
090791515147
$15.00 03/20/2009
in favor of
FO FINANCING, LLC
as Mortgagee
I hereby certify that I have compared this document with
the original and it is a true and correct copy thereof.
CH199 5086130-5.066497.0072
CAR
CERT
A
EFTA00012503

=== Page 394 ===
EFTA00012504
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2009 MAR 20 PM 2 03
OKLAHOMA CITY
OKLAHOMA

=== Page 395 ===
TABLE OF CONTENTS
SECTION 1
CERTAIN DEFINITIONS
1
1.1
Definitions
1
SECTION 2
GRANTING CLAUSE
5
SECTION 3
REPRESENTATIONS AND WARRANTIES
6
SECTION 4
COVENANTS
6
4.1
Registration Maintenance and Operation
6
4.2
Liens
7
4.3
Taxes
7
4.4
Possession
8
4.5
Insurance
8
4.6
Modification and Additions
8
4.7
Reserved
8
4.8
Inspection
8
4.9
Reserved
8
4.10
Citizenship
9
4.11
Event of Loss with Respect to an Engine
9
4.12
Further Assurances
9
4.13
Sale of Aircraft
10
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
10
5.1
Application of Proceeds and Amounts Realized On Mortgage Collateral
10
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
10
6.1
Remedies
10
6.2
Possession of Mortgage Collateral
10
6.3
Sale and Suits for Enforcement
11
6.4
Waiver of Appraisement, etc
12
6.5
Remedies Cumulative
12
6.6
Application of Proceeds
12
6.7
Delay or Omission; Possession of Loan Certificates
12
6.8
Mortgagee's Right to Perform for the Grantor
12
i
CH199 5086130-5.066497.0072
EFTA00012505

=== Page 396 ===
EFTA00012506

=== Page 397 ===
6.9
Deregistration
12
6.10
Speedy Relief Remedies
13
SECTION 7
MISCELLANEOUS PROVISIONS
13
7.1
Amendments, etc
13
7.2
Indemnification
13
7.3
Reserved
14
7.4
Notices
14
7.5
Continuing Lien and Security Interest; Transfer; Release of Mortgage
Collateral; Termination of Mortgage
14
7.6
Governing Law
14
7.7
Severability
15
EXHIBIT
Exhibit A
Credit and Security Agreement
SCHEDULE
Schedule 1
Description of Aircraft and Engines
- ii -
CH199 5086130-5.066497.0072
EFTA00012507

=== Page 398 ===
EFTA00012508

=== Page 399 ===
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March 20
2009 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability
company (the "Grantor"), with its chief executive office and principal place of business at
Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware
limited liability company, as Lender under the Credit and Security Agreement defined below (the
"Mortgagee").
WITNESSETH:
WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and
Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit
A (as amended, amended and restated, joined, supplemented or otherwise modified from time to
time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make
certain loans and advances to the Grantor subject to the terms and conditions set forth therein;
NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising
under the Credit and Security Agreement, and the repayment of all sums due under the other
Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect,
absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees
with the Mortgagee as follows:
SECTION 1
CERTAIN DEFINITIONS
1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein
shall have the respective meanings ascribed to them in the Credit and Security Agreement. All
other capitalized terms defined in the preamble and recitals to this Mortgage shall have the
respective meanings ascribed to them therein and the following terms shall have the following
defined meanings (and shall be applicable to both the singular and the plural forms of such
terms):
"Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar
legislation of the United States of America enacted in substitution or replacement thereof;
together with the regulations of the FAA thereunder, as in effect from time to time.
"Aircraft": collectively, each Airframe, together with the Engines installed thereon as of
the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said
Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute
Engines may from time to time be installed on such Airframe, to the extent of the Grantor's
ownership interest therein.
"Aircraft Protocol": the official English language text of the Protocol to the Convention
on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment,
adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may
be amended or modified from time to time.
"Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines
or engines from time to time installed thereon, either originally mortgaged hereunder and
CH199 5086130-5.066497.0072
EFTA00012509

=== Page 400 ===
EFTA00012510

=== Page 401 ===
described in Schedule I hereto, together with any and all Parts which are either incorporated or
installed in or attached to such airframe or required to be subject to the lien and security interest
of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest
therein.
"Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the
International Registry Procedures and the International Registry Regulations.
"Certificated Air Carrier": any corporation (except the United States Government)
domiciled in the United States of America and (i) holding a Certificate of Public Convenience
and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any
predecessor or successor agency thereto, or, in the event such Certificates shall no longer be
issued, any corporation (except the United States Government) domiciled in the United States of
America and legally engaged in the business of transporting for hire passengers or cargo by air
predominantly to, from or between points within the United States of America, and, in either
event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000
pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of
Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the
Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo
transportation under Part 121 of the regulations promulgated under the Act.
"Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to
the Act.
"Convention": the official English language text of the Convention on International
Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in
Cape Town, South Africa, as the same may be amended or modified from time to time.
"Credit and Security Agreement": the term as defined in the above recitals of this
Mortgage.
"Engine": each aircraft engine described in Schedule 1 hereto, together with any and all
Parts which are either incorporated or installed in or attached to such Engine or required to be
subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent
of the Grantor's ownership interest therein.
"Event of Loss": any of the following events with respect to any property:
(i) loss of such property or of the use thereof due to theft, disappearance,
destruction, damage beyond repair or rendition of such property permanently unfit for
normal use for any reason whatsoever;
(ii) any damage to such property which results in an insurance settlement with
respect to such property on the basis of a total loss;
(iii) the condemnation, confiscation, seizure or hijacking of, or requisition of
title to or use of, such property by private Persons or Governmental Authority or
purported Governmental Authority, excluding, however, requisition for use by the United
- 2 -
CH199 5086130-5.066497.0072
EFTA00012511

=== Page 402 ===
EFTA00012512

=== Page 403 ===
States Government or any instrumentality or agency thereof for a period of less than 60
days;
(iv) as a result of any rule, regulation, order or other action by the FAA or
other governmental body having jurisdiction, the use of such property in the normal
course of interstate air transportation shall have been prohibited for a period of six (6)
consecutive months; or
(v) the operation or location of such property, while under requisition for use
by the United States Government, or any instrumentality or agency thereof, in any area
excluded from coverage by any insurance policy in effect with respect to such property, if
the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender
from the United States Government.
An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such
Aircraft.
"FAA": the United States Federal Aviation Administration, or any successor or
replacement administration or governmental agency having the same or similar authority and
responsibilities.
"Governmental Authority": any federal, state, local or foreign governmental or
regulatory entity (or department, agency, authority or political subdivision thereof) or any other
judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau.
"Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof.
"International Interest": such interest as ascribed thereto in the Cape Town Convention.
"International Registry": the International Registry of Mobile Assets located in Dublin,
Ireland and established pursuant to the Cape Town Convention, along with any successor
registry thereto.
"International Registry Procedures": the official English language text of the procedures
for the International Registry issued by the supervisory authority thereof pursuant to the
Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"International Registry Regulations": the official English language text of the regulations
for the International Registry issued by the supervisory authority thereof pursuant to the
Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de-
registration and authorization as provided under the Cape Town Convention and as provided in
subsection 6.9 of this Mortgage.
= -3- =
CH199 5086130-5.066497.0072
EFTA00012513

=== Page 404 ===
EFTA00012514

=== Page 405 ===
"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment,
security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or
preference, priority or other security agreement or preferential arrangement held or asserted in
respect of any asset of any kind or nature whatsoever including any conditional sale or other title
retention agreement, any lease having substantially the same economic effect as any of the
foregoing, and the filing of, or agreement to give, any financing statement under the UCC or
comparable law of any jurisdiction and, including, without limitation, rights of others under any
engine or parts interchange, loan lease or pooling agreement, and any International Interest
and/or Prospective International Interest.
"Mortgage": this Mortgage as defined in the preamble.
"Mortgage Collateral": such collateral as defined in Section 2 hereof.
"Obligations": such term as defined in the Credit and Security Agreement, including
without limitation all amounts due to the Mortgagee arising under or related to this Mortgage.
"Parts": at any time, all parts, components, equipment, instruments, appliances, avionics,
radio and radar devices, cargo handling systems and loose equipment that are at such time
incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the
Grantor's ownership interest therein.
"Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and
materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens
incurred in the ordinary course of business in connection with worker's compensation,
unemployment insurance or other forms of governmental insurance or benefits, relating to
employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided
that adequate reserves with respect thereto are maintained on the books of the Grantor, in
conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii)
being diligently contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the Grantor, in conformity with
GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of
the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money
indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage
(and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically
identified as Permitted Liens in the Credit and Security Agreement.
"Proceeds": the meaning set forth therefor in the UCC, and shall include, without
limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is
receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or
otherwise disposed of, including, without limitation, all amounts payable or paid under
insurance, requisition or other payments as the result of any loss (including an Event of Loss) or
damage to such Airframe, Engine or Part.
"Prospective International Interest": such interest ascribed thereto in the Cape Town
Convention.
"Replacement Engine" as defined in Section 4.11 hereof.
4 -
CH199 5086130-5.066497.0072
EFTA00012515

=== Page 406 ===
EFTA00012516

=== Page 407 ===
"Tax" as defined in Section 4.3 hereto.
"UCC" means the Uniform Commercial Code as the same may, from time to time be in
effect in the State of New York; provided, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect
to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided further, that to the extent that the term "UCC" is
used to define any term herein and such term is defined differently in different Articles of the
UCC, the definition of such term contained in Article 9 shall govern.
SECTION 2
GRANTING CLAUSE
Mortgage and Grant of Security Interest. To secure the due and prompt payment and
performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor
hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the
Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest
of the Grantor in and to the following property, whether now owned or hereafter acquired (herein
collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the
other provisions of this Agreement, creates in favor of the Lender an International Interest in the
Aircraft, as collateral security for the prompt and complete payment and performance when due
of all the Obligations:
(a) the Aircraft (including the Airframe and the Engines) and all replacements thereof
and substitutions therefor to which the Grantor shall from time to time acquire title as provided
herein, or any replacements or substitutions therefor, as provided in this Mortgage;
(b) all logs, manuals, books, records (including, without limitation, maintenance,
servicing, testing, modification and overhaul records) and other documents (including, without
limitation, any logs, manuals, books, records and documents maintained in electronic form)
relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the
"Records"), including without limitation, all Records required to be maintained by the FAA or
any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the
Aircraft, the Airframe or any Engine;
(c) all policies of insurance (including, without limitation, any insurance policies
required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any
Engine and all payments and proceeds and all rights to payment or compensation received or to
be received under any such policies of insurance in respect of any loss or damage to and/or
relating to or involving the Aircraft or any part thereof and all compensation and other payments
of any kind with respect to the Aircraft, including, but not limited to the insurance required
hereunder, under the Credit and Security Agreement and all payments and compensation and
rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention
or other loss of title to or the use or possession of the Aircraft or any part thereof;
- 5
CH199 5086130-5.066497.0072
EFTA00012517

=== Page 408 ===
EFTA00012518

=== Page 409 ===
(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues,
accounts, accounts receivable, general intangibles, income and any other sums paid, received or
to be received as a result of, arising from, derived in connection with or otherwise relating to the
Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues,
profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums
paid, received or to be received relating to or in connection with the sale, lease, hire, charter or
other disposition of the Aircraft or any part thereof or the provision of services of any nature
whatsoever utilizing the Aircraft or any part thereof;
(e) all Proceeds of all or any of the foregoing whether cash or otherwise.
SECTION 3
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants that:
(a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C.
Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free
and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly
register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft,
in accordance with the Act and shall have in full force and effect a certificate of airworthiness
duly issued pursuant to said Act.
(b) This Mortgage is in proper form to be duly filed for recordation in accordance
with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected
lien on and prior perfected security interest in such Mortgage Collateral, subject to no other
Liens (except for Permitted Liens).
(c) (i) No International Interest or Prospective International Interest (other than that
of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii)
Grantor shall not consent to the registration of any International Interest or Prospective
International Interest with respect to the Aircraft (other than any such interest registered in favor
of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor
of any person (other than Mortgagee) which has not been discharged and removed from the Civil
Aircraft Registry in Oklahoma City, Oklahoma.
SECTION 4
COVENANTS
4.1 Registration Maintenance and Operation. The Grantor, at its own cost and
expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included
therein to be duly registered, and at all times thereafter to remain duly registered, in the name of
the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to
the registration of the Mortgagee's International Interest created pursuant to this Mortgage and
the other Loan Documents (including any Prospective International Interest) with respect thereto,
(C) provide the Mortgagee reasonably satisfactory evidence that there are no International
Interests or Prospective International Interests against the Aircraft which are prior and superior to
the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained,
- 6
CH199 5086130-5.066497.0072
EFTA00012519

=== Page 410 ===
cct

=== Page 411 ===
serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant
Mortgage Collateral, so as to the good operating condition as when originally mortgaged
hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition
as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in
good standing at all times under the Act and to enable such Aircraft at all times to be operated in
commercial cargo service in the United States; and (iii) maintain all records, logs and other
materials required by the FAA and any other Governmental Authority having jurisdiction to be
maintained in respect of such Mortgage Collateral. The Grantor will comply with all material
rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and
any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any
material law, rule, regulation or order (as defined below) of any Governmental Authority having
jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or
registration relating to any Mortgage Collateral issued by any such Governmental Authority,
except for any violation which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any
insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for
use by the United States of America, and then only if the Grantor obtains indemnity in lieu of
such insurance from the United States of America against the risks and in the amounts required
by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the
written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless
fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe,
Engine, Parts or other Mortgage Collateral are operated or used under contract with the
government of United States of America under which contract said government assumes liability
for any other damage, loss, destruction or failure to return possession of such Airframe, Engine,
Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or
damage to property of others or unless the Aircraft is only temporarily located in such area as a
result of an isolated occurrence attributable to a hijacking, medical emergency, equipment
malfunction, weather conditions, navigational error or other similar unforeseen circumstances
and the Grantor is using its good faith efforts to remove the Aircraft from such area. For
purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other
Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which
may lead to an enforcement action by the FAA or such Governmental Authority or suspension,
revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier.
4.2 Liens. The Grantor will not create or suffer to exist any Lien, International
Interests or Prospective International Interest upon or with respect to any of the Mortgage
Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by
the Credit and Security Agreement.
4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each
Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or
withholdings, together with any penalties, fines or interest thereon (any of the foregoing being
here called a "Tax") which may from time to time be imposed on or asserted against the
Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein
by any Federal, state or local government or other taxing authority in the United States or by any
foreign government or subdivision thereof or by any foreign taxing authority upon or with
respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture,
- 7
CH199 5086130-5.066497.0072
EFTA00012521

=== Page 412 ===

=== Page 413 ===
purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or
other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable
therefor or arising therefrom or the income or other proceeds received with respect thereto, or
(iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the
payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which
may have attached as security for such Tax, so long as the validity thereof shall be contested in
good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its
books adequate reserves with respect thereto.
4.4 Possession. The Grantor will not, without the prior written consent of the
Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in
any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right,
title or interest of the Grantor in, any Mortgage Collateral, including without limitation any
Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any
airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe
or engine other than to an Airframe or Engine.
4.5 Insurance.
(a) The Grantor at its own expense shall carry insurance with respect to the Mortgage
Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement,
together with such endorsements in favor of the Mortgagee (or Lender) as are required by the
Credit and Security Agreement.
(b) Upon the occurrence and continuance of an Event of Default, all insurance
payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage
Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender))
held and applied by the Mortgagee (or Lender) against the Obligations as provided under the
Credit and Security Agreement, or be retained by the Grantor for application to the repair of
damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in
accordance with the terms of the Credit and Security Agreement.
4.6 Modification and Additions. The Grantor, at its expense, shall make such
modifications in and additions to the Airframes and the Engines as may be required from time to
time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In
addition, so long as no Default or Event of Default shall have occurred and be continuing, the
Grantor, at its expense, may from time to time make such modifications in and additions to any
Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that
no such modification or addition shall diminish the value or utility of such Airframe or Engine or
impair the airworthiness or operating condition thereof below the value, utility, airworthiness and
condition thereof immediately prior to such modification or addition (assuming such Airframe or
Engine was of the value and utility and in the condition required by the terms of this Mortgage
immediately prior to such modification or addition) and any expenses incurred or related thereto
are in accordance with the terms of the Credit and Security Agreement.
4.7 Reserved.
- 8 -
CH199 5086130-5.066497.0072
EFTA00012523

=== Page 414 ===
EFTA00012524

=== Page 415 ===
4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security
Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the
Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating
thereto, at all such times during normal business hours as the Mortgagee may from time to time
reasonably request; provided that so long as no Event of Default shall have occurred and is
continuing such visits shall be limited to two (2) occasions per fiscal year.
4.9 Reserved.
4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as
defined in 49 U.S.C. Section 40102(a)(15)(c).
4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of
Loss with respect to an Engine under circumstances in which there has not occurred an Event of
Loss with respect to the Airframe on which such Engine was originally installed, the Grantor
shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the
occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage,
in substitution for the Engine with respect to which such Event of Loss occurred, substitute
another engine of the same manufacturer and model described on Schedule 1 attached hereto (or
engine of the same manufacturer of an improved model and suitable for installation and use on
an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement
Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in
as good operating condition as, the Engine with respect to which such Event of Loss occurred
assuming such Engine was of the value and utility and in the condition and repair required by the
terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time
of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence,
reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)
cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and
filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of
compliance with the insurance provisions of subsection 4.5 hereof with respect to such
Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee
with such certificates and opinions of counsel as the Mortgagee may request in order to evidence
the value, utility and operating condition of the Replacement Engine, the Grantor's title to the
Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of
the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance
by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the
Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred
from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each
Replacement Engine shall, after being subjected to the lien and security interest hereof, be
deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the
Engine replaced thereby.
4.12 Further Assurances. The Grantor at its expense will promptly and duly execute
and deliver such documents and assurances and take such action as may be necessary, or as the
Mortgagee may from time to time request, in order to more effectively carry out the intent and
purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security
interests created or intended to be created in favor of the Mortgagee hereunder and to comply
- 9
CH199 5086130-5.066497.0072
EFTA00012525

=== Page 416 ===
EFTA00012526

=== Page 417 ===
with the laws and regulations of the FAA and the requirements of the Cape Town Convention
with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral,
including the Aircraft, or the laws and regulations of any of the various states or countries in
which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become
located in or any other applicable law, including, without limitation, the execution, delivery and
filing of UCC financing and continuation statements with respect to the security interests created
hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage
Collateral, including the Aircraft with the International Registry, in each case in form and
substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably
request. The Grantor hereby authorizes the Mortgagee to file any such statements without the
signature of the Grantor to the extent permitted by applicable law.
4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor
shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or
enter into any conditional sale, finance lease or any other agreement or arrangement which has
the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft),
except as provided in the Credit and Security Agreement.
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral.
Whether or not an Event of Default or Default shall have occurred and be continuing hereunder
and/or under the Credit and Security Agreement, all payments and proceeds related to and
arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance
with the terms of the Credit and Security Agreement.
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall
occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise
provided herein and to the extent permitted by law, carry out or enforce the actions or remedies
provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies
specified under the Cape Town Convention, and any rights and remedies otherwise available to a
secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in
any applicable jurisdiction; provided, however, that such actions and remedies shall be in
addition to, and not be deemed to limit, the remedies provided in any Security Document.
6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and
Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take
possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude
the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition,
the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth
in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral.
At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to
the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place
- 10
CH199 5086130-5.066497.0072
EFTA00012527

=== Page 418 ===
EFTA00012528

=== Page 419 ===
or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport
or airports in the continental United States as the Mortgagee may reasonably specify, without
risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In
addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities
for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to
deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the
Mortgagee may, without being responsible for loss or damage, except to the extent caused by the
gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court
having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring
the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to
the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent
provided by law, without such judgment, pursue all or any part of such Mortgage Collateral,
including the Aircraft wherever they may be found and enter any of the premises of or leased by
the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such
Mortgage Collateral, including the Aircraft and take possession of and remove the same. The
Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such
action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien
and security interest of this Mortgage and the Security Documents. Upon every such taking of
possession, the Mortgagee may, from time to time, make all such reasonable expenditures for
maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of
the Mortgage Collateral, including the Aircraft as it may deem proper.
6.3 Sale and Suits for Enforcement.
(a) If an Event of Default under the Credit and Security Agreement shall occur and be
continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral,
including the Aircraft, may:
(i)
to the extent and in the manner permitted by law, sell at one or more sales,
all or any part of the Mortgage Collateral, at public or private sale, at such place or places
and at such time or times and upon such terms, including terms of credit (which may
include the retention of title by the Mortgagee to the property so sold), as the Mortgagee
may determine, whether or not the Mortgage Collateral shall be at the place of sale; and
(ii) proceed to protect and enforce its rights under this Mortgage by suit,
whether for specific performance of any covenant herein contained or in aid of the
exercise of any power herein granted or for the foreclosure of this Mortgage and the sale
of the Mortgage Collateral under the judgment or decree of a court of appropriate
jurisdiction or for the enforcement of any other right.
(b) At any public sale of any Mortgage Collateral, including the Aircraft or any part
thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and
accept bids requiring the extension of credit to the bidder and may determine the highest bidder
at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the
extension of credit.
- 11 -
CH199 5086130-5.066497.0072
EFTA00012529

=== Page 420 ===
EFTA00012530

=== Page 421 ===
(c) The Mortgagee, to the extent permitted by law, may from time to time adjourn
any sale under paragraph (a)(i) above by announcement at the time and place appointed for such
sale or for any adjournment thereof; and without further notice or publication, such sale be made
at the time and place to which the same shall have been so adjourned.
(d) Upon the completion of any sale under paragraph (a)(i) above, full title and right
of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any
retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted
purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in
accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the
same to be flown to such airports in the continental United States as the Mortgagee may specify),
such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such
Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof.
The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its
name and stead, to make all necessary conveyances of any Mortgage Collateral so sold.
Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine
any such sale or conveyance by executing and delivering all proper instruments of conveyance or
releases as may be designated in any such request.
6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it
lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or
claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or
redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this
Mortgage or the absolute sale of the Mortgage Collateral.
6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is
intended to be exclusive of any other remedy, but every such remedy shall be cumulative and
shall be in addition to every other remedy herein conferred or now or hereafter existing in law.
6.6 Application of Proceeds. If an Event of Default shall have occurred and be
continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage
Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under
this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the
Credit and Security Agreement.
6.7 Delay or Omission; Possession of Loan Certificates.
(a) No delay or omission of the Mortgagee to exercise any right or remedy arising
upon the happening of any Default or Event of Default shall impair any right or remedy or shall
be construed to be a waiver of any such Default or Event of Default or an acquiescence therein;
and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by
applicable law may be exercised from time to time and as often as may be deemed expedient by
the Mortgagee.
(b) All rights of action under this Mortgage may be enforced by the Mortgagee
without the possession of the Notes or any other instrument or document evidencing any
obligation or the production thereof in any proceeding.
-12-
CH199 5086130-5.066497.0072
EFTA00012531

=== Page 422 ===

=== Page 423 ===
6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and
continuance of an Event of Default, if the Grantor fails to perform or comply with any of its
agreements contained herein, the Mortgagee may perform or comply with such agreement, and
the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the
performance or compliance with such agreement (together with interest thereon at the Default
Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the
lien and security interest of this Mortgage.
6.9 Deregistration. If an Event of Default under the Credit and Security Agreement
shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage,
except to the extent caused by the gross negligence or willful misconduct of the Mortgagee,
procure the deregistration of the registration of the Aircraft and export the Aircraft to a
jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape
Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable
out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees;
and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien
and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute
and deliver an IDERA to the Mortgagee to be filed with the FAA.
6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security
Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its
claim in any court proceeding, obtain speedy relief in the form of on order providing for
(i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the
Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where
covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage
Collateral and the income therefrom, and (v) sale and application of proceeds therefrom.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage,
nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.
7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all
its reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to, this Mortgage
and any other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its
costs and expenses incurred in connection with the enforcement or preservation of any rights
under this Mortgage and any such other documents, including, without limitation, the fees and
disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee
harmless from, any and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of, or consummation of
- 13 -
CH199 5086130-5.066497.0072
EFTA00012533

=== Page 424 ===

=== Page 425 ===
any of the transactions contemplated by, or any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Mortgage and any such other documents, and
(d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Mortgage and any such other
documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the
Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from
the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection
7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the
Obligations thereunder.
7.3 Reserved.
7.4 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or four (4)
business days after being deposited in the United States mail, certified or registered mail postage
prepaid, or one (1) business day after being deposited with an overnight courier of national
reputation, or upon receipt of confirmation of successful transmission with respect to any notice
or communication sent via facsimile, to the addresses set forth in the Credit and Security
Agreement.
7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral;
Termination of Mortgage.
(a) In addition to the other Security Documents, this Mortgage shall create a
continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force
and effect until payment and performance in full of all of the Obligations, (ii) be binding upon
the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its
successors, transferees and assigns.
(b) Upon the indefeasible payment and performance in full of all of the Obligations,
the lien and security interest granted hereby and in the Security Documents shall terminate.
Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an
appropriate instrument evidencing such termination of this Mortgage.
7.6 Governing Law.
(a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.
(b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
- 14
CH199 5086130-5.066497.0072
EFTA00012535

=== Page 426 ===

=== Page 427 ===
CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND
MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED,
THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO
REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
(c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE
AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
(d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF
NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT.
7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage
shall not affect the remaining provisions of this Mortgage should any one or more provisions of
this Mortgage be held by any court of law to be invalid; nor should any such court holding
operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any
of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had
not been contained herein.
[Balance of Page Intentionally Left Blank. Signature Page Follows. I
-15-
CH199 5086130-5.066497.0072
EFTA00012537

=== Page 428 ===
EFTA00012538

=== Page 429 ===
IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and
delivered as of the day and year first above written.
FLIGHT OPTIONS, LLC
By
Name
Title: Chief FINANCIAL Officer
FO FINANCING, LLC
By
Name:
Title: Vice President
CH199 5086130-4.066497.0072
EFTA00012539

=== Page 430 ===
EFTA00012540

=== Page 431 ===
IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and
delivered as of the day and year first above written.
FLIGHT OPTIONS, LLC
By
Name:
Title:
FO FINANCING, LLC
By
Nam
Title: Vice President
CH199 5086130-4.066497.0072
EFTA00012541

=== Page 432 ===
EFTA00012542

=== Page 433 ===
Exhibit A
Credit and Security Agreement
[Not included for purposes of confidentiality.]
CH199 5086130-5.066497.0072
EFTA00012543

=== Page 434 ===

=== Page 435 ===
Schedule 1
Aircraft: Airframe and Engines*
Make / Model
Reg. No.
Serial No.
Engine Make
Engine
Engine Serial
Percent
Model
No.
Owned***
RAYTHEON AIRCRAFT
PRATT & WHITNEY
COMPANY
N493LX
RK-244
JT15D-5
PCE-JA0257**
21.875%
CANADA
model 400A
RAYTHEON AIRCRAFT
PRATT & WHITNEY
COMPANY
N493LX
RK-244
JT15D-5
PCE-JA0256**
21.875%
CANADA
model 400A
*Each of which Engines is capable of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof.
**Described as model JT15D SERIES with serial numbers JA0257 and JA0256 on the International Registry drop down menu.
***Aircraft used herein references Grantor's undivided 21.875% interest in the Aircraft and Engines.
CH199 4911636-2.066497.0063
EFTA00012545

=== Page 436 ===
EFTA00012546
FILED W.TH FAA
AIRCRAFT REGISTRATION BR
2009 MAR 20 PM 2 03
OKLAHOMA CITY
OKLAHOMA

=== Page 437 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000922866
Orig ret'd to M&T
EFTA00012547

=== Page 438 ===
EFTA00012548

=== Page 439 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted JM Feb/02/2009
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
14.) Flight Options LLC
21.875% of 100%
(see See Attachment dated 1-28-09)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
SIGNATURE
TITLE
Executive Vice President
of Flight Options, LLC
1-28-09
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012549

=== Page 440 ===
EFTA00012550
FILED WITH FAA
AIRCRAFT R5 SISTRATION BR
2009 JAN 28 PM 1 49
OKLAH MA CITY
:
OKLA OMA

=== Page 441 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 1-28-09
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
15.)
16.)
Signatures:
Title:
Date:
Executive Vice President
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13
1-28-09
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which
this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application may
be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same application.
EFTA00012551

=== Page 442 ===
EFTA00012552
JAN 1 49
BP
OKLAH: OKLAHOMATT:

=== Page 443 ===
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 N493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 8ᵀᴴ DAY OF JAN., 2009
JM001611 Conveyance Recorded Feb/02/2009 02:32 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
12.50% OF 100%
RICHMOND HTS., OH 44143
090281353251
$5.00 01/28/2009
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 8ᵀᴴ OF JAN., 2009.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
OWNERSHIR
ALL
SELLER
RAF REAL ESTATE
EXECUTIVE VICE PRESIDENT
SERVICES, LLC
OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR RAF REAL
ESTATE SERVICES, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012553

=== Page 444 ===
EFTA00012554
FILED WiTH
AIRCRAFT As DISTRATION FAA BR
2009 JAN 28 PM 1 49
OKLAH - MA CITY

=== Page 445 ===
FAA PARTIAL RELEASE
FO Financing, LLC (the "Secured Party") as secured party under the Security Agreement
described and defined on Exhibit A attached hereto, hereby releases from the terms of the
Security Agreement all of its right, title and interest in and to the Releases Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the Released Aircraft
Interest, the Security Agreement shall remain in full force and effect.
Dated this 4th day of December ,
2008.
MB000238 Conveyance Recorded Dec/08/2008 02:49 PM FAA
FO Financing, LLC
By:
Name:
Title: Vice President
oKcTHoMy
SOOD
S003 5063 DEC.
EFTA00012555

=== Page 446 ===
EFTA00012556
BR
4 PM 3 33
OKLAHOMA OKLAHOMATY

=== Page 447 ===
EXHIBIT A
FAA RELEASE
Security Agreement
Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured
party and Flight Options, LLC as debtor, recorded by the Federal Aviation
Administration on 06-12-2008 as conveyance number AM000500 *
Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured
party and Flight Options, LLC as debtor, recorded by the Federal Aviation
Administration on 06-12-2008 as conveyance number AM000501
Released Aircraft Interest
Eighteen and three-quarters percent (18.75%) undivided interest (representing a
partial interest conveyed to Flight Options, LLC) in and to the aircraft described below
(the "Released Aircraft Interest").
Aircraft
One (1) Raytheon Aircraft Company 400A bearing manufacturer's serial number
RK-244 and United States Registration Number N493LX(N793TA), together with two
(2) Pratt & Whitney Canada JT15D5 aircraft engines bearing manufacturer's serial
numbers PCE-JA0256 and PCE-JA0257 (collectively the "Aircraft").
EFTA00012557

=== Page 448 ===
EFTA00012558
BR
4 PM 3 33
OKLAHOMA OKLAHOMATY

=== Page 449 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000691723
N493LX, see recorded conveyance AM00501 Doc ID 3922
EFTA00012559

=== Page 450 ===
EFTA00012560

=== Page 451 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
493LX
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted MC Sep/24/2008
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
15.) Flight Options, LLC
9.375% of 100%
(see Attachment dated 9-12-08)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18. Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE_OR_PBINT-NAME_BELOW_ SIGNATURE
TITLE
DATE
Chief Financial Officer
9-12-08
EACH PART OF THIS
of Flight Options, LLC
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
#15
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012561

=== Page 452 ===
EFTA00012562
FILED WITH FAA
AIRCRAFT REGISTRATION BE
2008 SEP 12 PM 1 50
OKLAHOMA CITY
OKLAHOMA

=== Page 453 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 9-12-08
Reg #: N493LX
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
12.50% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
16.)
Signatures:
Title:
Date:
Chief Financial Officer
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13,14
9-12-08
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 "Application"). (II) that all of the information set forth on the Application is true and currect as of this date. and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012563

=== Page 454 ===
EFTA00012564
AIRCRAFT REGISTRATION
FILED WITH FAA
2008 SEP 12 PM 1 50
OKLAHOMA:CITY
OKLAHOMA

=== Page 455 ===
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 N 493LX
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 12TH DAY OF SEPT., 2008
MC001994 Conveyance Recorded Sep/24/2008 12:29 PM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
TWO BIG BEARS, LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 12TH DAY OF SEPT.,
2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
CHIEF FINANCIAL
OFFICER
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
082561441427
$5.00 09/12/2008
EFTA00012565

=== Page 456 ===
EFTA00012566
BR
12 PM 1 50
OKLAHOMA OKLAHOMAITY

=== Page 457 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free:
Administration
WEB Address:
Date of Issue: September 3, 2008
FLIGHT OPTIONS LLC
SOUTHEASTERN MILLS INC
ET-AL
C/O FLIGHT OPTIONS LLC
RICHMOND HEIGHTS, OH 44143-1453
HAND DELIVERED TO IATS IN THE PD ROOM
T086430
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Oct
03, 2008.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (10/05)
EFTA00012567

=== Page 458 ===
EFTA00012568

=== Page 459 ===
FTW
Declaration of International Operations
The Owners listed below:
1.)
12.50 % of 100 %
2.)
3.125 % of 100 %
3.)
6.25 % of 100 %
Accepted DJ Sep/03/2008
4.)
6.25 % of 100 %
5.)
3.125 % of 100 %
6.)
6.25 % of 100 %
7.)
6.25 % of 100 %
8.)
12.50 % of 100 %
9.)
6.25 % of 100 %
10.)
6.25 % of 100 %
11.)
6.25 % of 100 %
12.)
6.25 % of 100 %
13.)
3.125 % of 100 %
14)
Flight Options, LLC
15.625% of 100 %
as the owner(s) of aircraft
N493LX
,
Manufacturer Raytheon Aircraft Company
Model
400A
Serial Number RK-244 declares that this aircraft is
scheduled to make an international flight on
September 10, 2008
as flight number
1
departing,
Richmond Heights, Ohio, Cuyahoga County Airport
with a destination of
Peterborough Ontario, Windsor Ontario Airport
Expedited registration in support of this international flight is requested
this
2nd
day of September
2008 with knowledge that:
Whoever, in any matter within the jurisdiction of the executive branch of the
Government of the United States, knowingly and willfully makes or uses any false
writing or document knowing the same to contain any materially false, fictitious
or fraudulent statement of representation shall be fined under Title 18 United
States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a)
Name of Owner(s):
SEE LIST ABOVE
Signature:
Typed Name of Signer:
Title:
Vice Preside
ey-In-Fact for
Signature:
Typed Name of Signer:
Title:
Vice President of Flight Options, LLC for # 14
Please send FTW to IATS
Return Certificate of Registration to
I.A.T.S
Return Certificate I.A.T.S of to
EFTA00012569

=== Page 460 ===
EFTA00012570
FILED WITH FAA
savely
SWITIM 10.51
AIRCRAFT
to THIS
OKLAH MA CITY
OKLAHOMA
IM

=== Page 461 ===
ASSIGNMENT OF SPECIAL
Special Registration Number
N493LX
REGISTRATION NUMBERS
U.S. Department
Aircraft Make and Model
Present Registration Number
Accepted MG Sep/03/2008
of Transportation
RAYTHEON AIRCRAFT COMPANY 400A
N793TA
Federal Aviation
Serial Number
Issue Date:
Administration
RK-244
Aug 14. 2008
ICAO AIRCRAFT ADDRESS CODE FOR N493LX - 51416115
This is your authority to change
the United States registration
number on the above described
FLIGHT OPTIONS LLC
aircraft to the special
ET AL
registrution number shown
FLIGHT OPTIONS LLC
Carry duplicate of this form in the
RICHMOND HEIGHTS OH 44143-1453
aircraft together with the
old registration certificate as
interim authority to operate the
aircraft pending receipt of revised
certificate of registration.
Obtain a revised certificate of
airworthiness from your near-
est Flight Standards District
Office
The latest FAA Form 8130-6,
Application For Airworthiness
on file is dated:
Oct 01, 1999
The airworthiness classification
and cutegory:
STANDARD
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special
registration number is placed on the aircraft A revised certificate will then be issued
The authority to use the special number expires: Aug 14, 2009
CERTIFICATION:
umber was placed
RETURN FORM TO:
on the aircraft descr
Civil Aviation Registry, AFS-750
Signature of Owner
Oklaboma City, Oklahoma 73125-0504
Executive Vice President
Title of Owner
9-3-08
Date Placed on Aircraft:
AC FORM 8050-64 (5/2005) Supersedes Previous Edition
Return certificate 1 of Registration to
Return Certificate I.A.T.S is
EFTA00012571

=== Page 462 ===
EFTA00012572
FILED A TH FAA
AIRCRAFT F' STRATION BR
2008 SEP 3 AM 10 51
OKLAH A CITY
OKL /, OMA

=== Page 463 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADCCINISTRATION-ECE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted DJ Sep/03/2008
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
x
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
14.) Flight Options, LLC
15.625% of 100%
See Attachment dated 8-28-08)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used. physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
Chief Financial Officer
DATE
of Flight Options, LLC
8-28-08
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012573

=== Page 464 ===
EFTA00012574
FILES :* iH FAA
AIRCRAFT STRATION BP
2008 AUG 28 PM 1 47
OKLA A CITY
OKL OMA

=== Page 465 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 8-28-08
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
12.50% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
15.)
16.)
Signatures:
Title:
Date:
Chief Financial Officer
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13
8-28-08
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 "Application"). (II) that all of the information set forth on the Application is true and currect as of this date. and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012575

=== Page 466 ===
EFTA00012576
FILED : TH FAA
AIRCRAFT " ISTRATION BR
2008 AUG 28 PM 1 47
OKLA -A CITY
OKLAHOMA

=== Page 467 ===
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 AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DJ001801 Conveyance Recorded Sep/03/2008 01:23 PM FAA
DOES THIS 18TH DAY OF AUG., 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS. LLC
3.125% OF 100%
RICHMOND HTS., OH 44143
082411407237
$5.00 08/28/2008
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 18ᵀᴴ OF AUG., 2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP ALL MUST
SELLER
CORPORATE JET
CHIEF FINANCIAL OFFICER
PARTNERS, LLC
OF FLIGHT OPTIONS. LLC
ACTING AS ATTORNEY-
IN-FACT FOR CORPORATE
JET PARTNERS, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012577

=== Page 468 ===
EFTA00012578
FILES WITH FAA
AIRCRAFT TRATION BC
2008 AUG 28 PM 1 47
OKLAL A CITY
OKL OMA

=== Page 469 ===
I
A
Insured Aircraft Title Service, Inc.
Accepted MG Sep/03/2008
T
S
FEDERAL AVIATION ADMINISTRATION
CENTRAL RECORDS DIVISION
OKLAHOMA CITY, OKLAHOMA
Date: August 4, 2008
Dear Sir/Madam:
Please Reserve N
in NAME ONLY for:
N# Change Request
Please Reserve N 493LX
and assign for the following aircraft:
N 793TA Make
Raytheon
Model
400A
Serial #
RK-244
Which is (1) being purchased by
XX (2) registered to
:
Flight Options, LLC
Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not
available, please contact the undersigned for a selection of a new number. Please send the confirmation of
reservation/8050-64 form to Insured Aircraft title Service, Inc. in the Public Documents room of the FAA.
Additional Information:
Requested by:
EFTA00012579

=== Page 470 ===
EFTA00012580
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2008 AUG 4 PM 1 58
OKLAHOMA.CITY
OKLAHOMA

=== Page 471 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free:
Administration
WEB Address:
Date of Issue: July 28, 2008
FLIGHT OPTIONS LLC
SOUTHEASTERN MILLS INC
ET-AL
FLIGHT OPTIONS LLC
RICHMOND HEIGHTS, OH 44143-1453
HAND DELIVERED TO IATS IN THE PD ROOM
T085575
This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N793TA RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until
Aug 27, 2008.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Manager, FAA Aircraft Registry, AFS-750
Federal Aviation Administration
AFS-750-FAX-4 (10/05)
EFTA00012581

=== Page 472 ===
EFTA00012582

=== Page 473 ===
I
A
Insured FTW-DUP Aircraft Title Service, Inc.
T
S
Accepted SB Jul/28/2008
Federal Aviation Administration
Date: 7-25-08
Aircraft Registry
Gentlemen:
Please issue a duplicate certificate on the aircraft herein described:
N 793TA
* Certificate has been lost in mail
Make Rartheon
or
Model 400A
*
Customer has misplaced the certificate
S/N RK-244
to the present registered owner:
Flight Options LLC
X
****Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc.
in the Public Documents room.*****
Return Certificate of Registration to
I.A.T.S
Thank you,
082071400324
$2.00 07/25/2008
By:
Doc
Return Certificate of Registration to
Return Certificate of Registration to
I.A.T.S
I.A.T.S
2-
EFTA00012583

=== Page 474 ===
EFTA00012584
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2008 JUL 25 PM 1 49
OKLAHOMA CITY
OKLAHOMA
*
1-1M.Dob

=== Page 475 ===
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
AFS-760
Federal Aviation
Accepted MO Jul/24/2008
Administration
June 3, 2008
FLIGHT OPTIONS LLC ET AL
C/O JATS
PD ROOM
Dear Sirs:
The FAA Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration Marks, on
Jun 18, 2007. This form authorized the use of special registration mark N493LX on RAYTHEON
AIRCRAFT COMPANY 400A aircraft, serial number RK-244, N793TA. The authorization form was to
have been signed and returned to this office within 5 days after the special registration number was
painted on the aircraft. It has not yet been received.
Clarification as to the status of the number change is needed so that the certificate of registration may be
issued reflecting the correct registration number. Please furnish this clarification by checking the
applicable block and signing below:
The special registration mark HAS BEEN painted on the aircraft.
X
The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date. Please
extend authorization for use of the special number. Enclosed is a $10 fee required to reserve the
number.
The special registration mark WILL NOT BE USED or
UPAL
Title
Date
Additional Requirements:
081961111537
$10.00 07/14/2008
Legal Instruments Examiner
Aircraft Registration Branch
AFS-750-103-1 (7/04)
10-
EFTA00012585

=== Page 476 ===
EFTA00012586
FILED WITH FAA
AIRCRAFT REGISTRATION 6R
2008 JUL 14 AM 11 00
OKLAHOMA CITY
OKLAHOMA

=== Page 477 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 793TA
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
12/13/2007
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
AM000501
TO OR ASSIGNED TO
DATE RECORDED
FO FINANCING LLC
JUN 12, 2008
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N793TA
P&W C JT15D-5 PCE-JA0257
P&W C JT15D-5 PCE-JA0256
AC FORM 8050-23 (1-06) (0052-00-582-6000)
EFTA00012587

=== Page 478 ===
EFTA00012588

=== Page 479 ===
282839
CERTIFIED COPY
TO BE RECORDED BY FAA
AM000501 Conveyance Recorded Jun/12/2008 06:28 AM FAA
SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
dated as of
December 13, 2007
made by
FLIGHT OPTIONS, LLC
in favor of
FO FINANCING, LLC
as Mortgagee
(SET
NJ 226,303,600v4
EFTA00012589

=== Page 480 ===
EFTA00012590
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 DEC 13 PM 12 51
OKLAHOMA CITY
OKLAHOMA

=== Page 481 ===
082040
TABLE OF CONTENTS
SECTION I CERTAIN DEFINITIONS
I
1.1 Definitions
1
SECTION 2 GRANTING CLAUSE
5
SECTION 3 REPRESENTATIONS AND WARRANTIES
6
SECTION 4 COVENANTS
6
4.1
Registration Maintenance and Operation
6
4.2
Liens
7
4.3
Taxes
7
4.4
Possession
8
4.5 Insurance
8
4.6
Modification and Additions
8
4.7
Reserved
9
4.8
Inspection
9
4.9
Citizenship
9
4.10
Event of Loss with Respect to an Engine
9
4.11
Further Assurances
9
4.12
Sale of Aircraft
10
SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
10
5.1
Application of Proceeds and Amounts Realized On Mortgage Collateral
10
SECTION 6 EVENTS OF DEFAULT AND REMEDIES
10
6.1 Remedies
10
6.2
Possession of Mortgage Collateral
10
6.2
Sale and Suits for Enforcement
11
NJ 226,303,600v4
EFTA00012591

=== Page 482 ===

=== Page 483 ===
002041
6.3
Waiver of Appraisement, etc
12
6.4
Remedies Cumulative
12
6.5
Application of Proceeds
12
6.6
Delay or Omission; Possession of Loan Certificates
12
4.9
Mortgagee's Right to Perform for the Grantor
13
SECTION 7 MISCELLANEOUS PROVISIONS
13
7.1
Amendments, etc.
13
72
Indemnification
13
7.4 Notices
14
7.5
Continuing Lien and Security Interest; Transfer; Release of Mortgage
Collateral; Termination of Mortgage
14
7.6
Governing Law
14
7.7
Severability
15
EXHIBIT
Exhibit A- Term Note Agreement
SCHEDULE
Schedule 1 - Description of Aircraft and Engines
-ii-
NJ 226,303,600v4
EFTA00012593

=== Page 484 ===
EFTA00012594

=== Page 485 ===
022842
SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as
of December 13. 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware
limited liability company (the "Grantor"), with its chief executive office and chief place of
business at
.
Cleveland, Ohio 44143, in favor of FO
FINANCING, LLC, a Delaware limited liability company, as Lender under the Term Note
Agreement defined below (the "Mortgagee").
WITNESSETH:
WHEREAS, the Grantor and the Mortgagee are parties to that certain Secured
Subordinated Term Note Agreement dated of even date herewith attached hereto as Exhibit A (as
amended, amended and restated, joined, supplemented or otherwise modified from time to time,
the "Term Note Agreement"), pursuant to which Mortgagee has agreed to make certain loans and
advances to the Grantor subject to the terms and conditions set forth therein;
NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising
under the Term Note Agreement, and the repayment of all sums due under the other Loan
Documents, as defined in the Term Note Agreement, whether direct or indirect, absolute or
contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the
Mortgagee as follows:
SECTION 1
CERTAIN DEFINITIONS
1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein
shall have the respective meanings ascribed to them in the Term Note Agreement. All other
capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective
meanings ascribed to them therein and the following terms shall have the following defined
meanings (and shall be applicable to both the singular and the plural forms of such terms):
"Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar
legislation of the United States of America enacted in substitution or replacement thereof;
together with the regulations of the FAA thereunder, as in effect from time to time.
"Aircraft": collectively, each Airframe, together with the Engines installed thereon as of
the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said
Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute
Engines may from time to time be installed on such Airframe, to the extent of the Grantor's
ownership interest therein.
"Aircraft Protocol": means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the
same may be amended or modified from time to time.
"Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines
or engines from time to time installed thereon, either originally mortgaged hereunder and
NJ 226,303,600v4
EFTA00012595

=== Page 486 ===
EFTA00012596

=== Page 487 ===
082843
described in Schedule I hereto, together with any and all Parts which are either incorporated or
installed in or attached to such airframe or required to be subject to the lien and security interest
of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest
therein.
"Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the
Convention, the International Registry Procedures and the International Registry Regulations.
"Certificated Air Carrier": any corporation (except the United States Government)
domiciled in the United States of America and holding (i) a Certificate of Public Convenience
and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any
predecessor or successor agency thereto, or, in the event such Certificates shall no longer be
issued, any corporation (except the United States Government) domiciled in the United States of
America and legally engaged in the business of transporting for hire passengers or cargo by air
predominantly to, from or between points within the United States of America, and, in either
event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000
pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of
Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the
Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation
under Part 121 of the regulations promulgated under the Act.
"Convention" shall mean the official English language text of the Convention on
International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic
conference held in Cape Town, South Africa, as the same may be amended or modified from
time to time.
"Engine": each aircraft engine described in Schedule 1 hereto, together with any and all
Parts which are either incorporated or installed in or attached to such Engine or required to be
subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent
of the Grantor's ownership interest therein.
"Event of Loss": any of the following events with, respect to any property:
(i) loss of such property or of the use thereof due to theft, disappearance,
destruction, damage beyond repair or rendition of such property permanently unfit for
normal use for any reason whatsoever;
(ii) any damage to such property which results in an insurance settlement with
respect to such property on the basis of a total loss;
(iii) the condemnation, confiscation, seizure or hijacking of, or requisition of
title to or use of, such property by private Persons or Governmental Authority or
purported Governmental Authority, excluding, however, requisition for use by the United
States Government or any instrumentality or agency thereof for a period of less than 60
days;
-2-
NJ 226,303,600v4
EFTA00012597

=== Page 488 ===
EFTA00012598

=== Page 489 ===
002044
(iv) as a result of any rule, regulation, order or other action by the FAA or
other governmental body having jurisdiction, the use of such property in the normal
course of interstate air transportation shall have been prohibited for a period of six (6)
consecutive months; or
(v) the operation or location of such property, while under requisition for use
by the United States Government, or any instrumentality or agency thereof, in any area
excluded from coverage by any insurance policy in effect with respect to such property, if
the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender
from the United States Government.
An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such
Aircraft.
"FAA": the United States Federal Aviation Administration, or any successor or
replacement administration or governmental agency having the same or similar authority and
responsibilities.
"Indemnified Liabilities": as defined in Section 7.2 hereof.
"International Interest": shall have the meaning ascribed thereto in the Cape Town
Convention.
"International Registry": means the International Registry of Mobile Assets located in
Dublin, Ireland and established pursuant to the Cape Town Convention, along with any
successor registry thereto.
"International Registry Procedures" means the official English language text of the
procedures for the International Registry issued by the supervisory authority thereof pursuant to
the Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"International Registry Regulations" means the official English language text of the
regulations for the International Registry issued by the supervisory authority thereof pursuant to
the Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation,
assignment, security interest, lien (whether statutory or otherwise), charge, claim or
encumbrance, or preference, priority or other security agreement or preferential arrangement
held or asserted in respect of any asset of any kind or nature whatsoever including any
conditional sale or other title retention agreement, any lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to give, any financing
statement under the UCC or comparable law of any jurisdiction and, including, without
limitation, rights of others under any engine or parts interchange, loan lease or pooling
agreement, and any International Interest and/or Prospective International Interest.
-3-
NJ 226,303,600v4
EFTA00012599

=== Page 490 ===
EFTA00012600

=== Page 491 ===
02845
"Mortgage": this Mortgage as defined in the preamble.
"Mortgage Collateral": as defined in Section 2 hereof.
"Mortgage Supplement" any supplement to this Mortgage, in form and substance
reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional
Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the
Mortgage.
"Obligations": as defined in the Term Note Agreement, including without limitation all
amounts due to the Mortgagee arising under or related to this Mortgage.
"Parts": at any time, all parts, components, equipment, instruments, appliances, avionics,
radio and radar devices, cargo handling systems and loose equipment that are at such time
incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the
Grantor's ownership interest therein.
"Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees,
mechanics and materialmen incurred in the ordinary course of business securing sums not
overdue; (b) Liens incurred in the ordinary course of business in connection with worker's
compensation, unemployment insurance or other forms of governmental insurance or benefits,
relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good
faith provided that adequate reserves with respect thereto are maintained on the books of the
Grantor, in conformity with GAAP; (c) Liens in favor of FO Financing, LLC pursuant to that
certain Credit and Security Agreement dated as of the date hereof by and between FO Financing,
LLC and Grantor and the related collateral security documents, including that certain Aircraft
Mortgage and Security Agreement dated as of the date hereof by and between FO Financing,
LLC and Grantor filed with the FAA simultaneously herewith (the "First Mortgage"); (d) Liens
for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained on the books of
the Grantor, in conformity with GAAP; (e) Purchase money Liens securing purchase money
indebtedness to the extent permitted in this Agreement (and as such terms are defined in the
Term Note Agreement); and (f) Liens specifically identified as Permitted Liens in the Term Note
Agreement.
"Proceeds": shall have the meaning set forth therefor in the UCC, and shall include,
without limitation, the meaning set forth therefor in the Term Note Agreement and whatever is
receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or
otherwise disposed of, including, without limitation, all amounts payable or paid under
insurance, requisition or other payments as the result of any loss (including an Event of Loss) or
damage to such Airframe or Engine or Part.
"Replacement Engine" as defined in Section 4.11 hereof.
"Tax" as defined in Section 4.3 hereto.
"Term Note Agreement": as defined in the above recitals of this Mortgage.
-4-
NJ 226,303,600v4
EFTA00012601

=== Page 492 ===
EFTA00012602

=== Page 493 ===
002046
"UCC" means the Uniform Commercial Code as the same may, from time to time be in
effect in the State of New York; provided, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect
to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided further, that to the extent that UCC is used to
define any term herein and such term is defined differently in different Articles or Divisions of
the UCC, the definition of such term contained in Article or Division 9 shall govern.
SECTION 2
GRANTING CLAUSE
Mortgage and Grant of Security Interest. To secure the due and prompt payment and
performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor
hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the
Mortgagee a second priority security interest, subject to no other Liens other than FO Financing,
LLC, as first lien lender under the First Mortgage, in all right, title and interest of the Grantor in
and to the following property, whether now owned or hereafter acquired (herein collectively
called the "Mortgage Collateral"), and agrees that the foregoing, together with the other
provisions of this Agreement, creates in favor of the Lender an International Interest in the
Aircraft, as collateral security for the prompt and complete payment and performance when due
of all the Obligations:
(a) the Aircraft (including the Airframe and the Engines) and all replacements thereof
and substitutions therefor to which the Grantor shall from time to time acquire title as provided
herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage
(except for wholly owned aircrafts of the Grantor);
(b) all logs, manuals, books, records (including without limitation, maintenance,
servicing, testing, modification and overhaul records) and other documents (including without
limitation, any logs, manuals, books, records and documents maintained in electronic form)
relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the
"Records"), including without limitation, all Records required to be maintained by the FAA or
any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the
Aircraft, the Airframe or any Engine;
(c) all policies of insurance (including, without limitation, any insurance policies
required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or
any Engine and all payments and proceeds and all rights to payment or compensation received or
to be received under any such policies of insurance in respect of any loss or damage to and/or
relating to or involving the Aircraft or any part thereof and all compensation and other payments
of any kind with respect to the Aircraft, including but not limited to the insurance required
hereunder, under the Term Note Agreement and all payments and compensation and rights to
payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other
loss of title to or the use or possession of the Aircraft or any part thereof;
-5-
NJ 226,303,600v4
EFTA00012603

=== Page 494 ===
EFTA00012604

=== Page 495 ===
002047
(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues,
accounts, accounts receivable, general intangibles, income and any other sums paid, received or
to be received as a result of, arising from, derived in connection with or otherwise relating to the
Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues,
profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums
paid, received or to be received relating to or in connection with the sale, lease, hire, charter or
other disposition of the Aircraft or any part thereof or the provision of services of any nature
whatsoever utilizing the Aircraft or any part thereof;
(e) all Proceeds of all or any of the foregoing whether cash or otherwise.
SECTION 3
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants that:
(a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C.
Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free
and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly
register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft,
in accordance with the Act and shall have in full force and effect a certificate of airworthiness
duly issued pursuant to said Act.
(b) This Mortgage is in proper form to be duly filed for recordation in accordance
with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected
lien on and prior perfected security interest in such Mortgage Collateral, subject to no other
Liens (except for Permitted Liens and Liens of FO Financing, LLC, as first lien lender).
(c) (i) No International Interest or Prospective International Interest (other than that
of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii)
Grantor shall not consent to the registration of any International Interest or Prospective
International Interest with respect to the Aircraft (other than any such interest registered in favor
of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export
Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee)
which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City,
Oklahoma.
SECTION 4
COVENANTS
4.1 Registration Maintenance and Operation. The Grantor, at its own cost and
expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included
therein to be duly registered, and at all times thereafter to remain duly registered, in the name of
the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to
the registration of the Mortgagee's International Interest created pursuant to this Mortgage and
the other Loan Documents (including any Prospective International Interest) with respect thereto,
(C) provide the Mortgagee reasonably satisfactory evidence that there are no International
Interests or Prospective International Interests against the Aircraft which are prior and superior to
-6-
NJ 226,303,600v4
EFTA00012605

=== Page 496 ===
EFTA00012606

=== Page 497 ===
02048
the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained,
serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant
Mortgage Collateral, so as to the good operating condition as when originally mortgaged
hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition
as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in
good standing at all times under the Act and to enable such Aircraft at all times to be operated in
commercial cargo service in the United States; and (iii) maintain all records, logs and other
materials required by the FAA and any other Governmental Authority having jurisdiction to be
maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material
rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and
any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any
material law or any rule, regulation or order of any Governmental Authority having jurisdiction
(domestic or foreign), or in violation of any airworthiness certificate, license or registration
relating to any Mortgage Collateral issued by any such Governmental Authority, except for any
violation which, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by
the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States
of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the
United States of America against the risks and in the amounts required by said subsection 4.5
covering such area, or as to which the Grantor has otherwise obtained the written consent of the
Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the
Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other
Mortgage Collateral are operated or used under contract with the Government of United States of
America under which contract said Government assumes liability for any the damage, loss,
destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral
at the end of the term of such contract and for injury to persons or damage to property of others
or unless the Aircraft is only temporarily located in such area as a result of an isolated
occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather
conditions, navigational error or other similar unforeseen circumstances and the Grantor is using
its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a
"material" law, rule, regulation or order of the FAA or any other Governmental Authority having
jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement
action by the FAA or such Governmental Authority or suspension, revocation or limitation of
Grantor's authority to operate as a Certificated Air Carrier.
4.2 Liens. The Grantor will not create or suffer to exist any Lien, International
Interests or Prospective International Interest upon or with respect to any of the Mortgage
Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of
the Term Note Agreement.
4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each
Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or
withholdings, together with any penalties, fines or interest thereon (any of the foregoing being
here called a "Tax") which may from time to time be imposed on or asserted against the
Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein
by any Federal, state or local government or other taxing authority in the United States or by any
foreign government or subdivision thereof or by any foreign taxing authority upon or with
-7-
NJ 226,303,600v4
EFTA00012607

=== Page 498 ===
EFTA00012608

=== Page 499 ===
082049
respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture,
purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or
other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable
therefor or arising therefrom or the income or other proceeds received with respect thereto, or
(iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the
payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which
may have attached as security for such Tax, so long as the validity thereof shall be contested in
good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its
books adequate reserves with respect thereto.
4.4 Possession. The Grantor will not, without the prior written consent of the
Mortgagee, except as permitted under the Term Note Agreement, lease or otherwise in any
manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title
or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe,
Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other
than an Airframe, or permit any Part to be installed on or attached to any airframe or engine
other than to an Airframe or Engine.
4.5 Insurance.
(a) The Grantor at its own expense shall carry insurance with respect to the Mortgage
Collateral as required pursuant to the terms and provisions of the Term Note Agreement,
together with such endorsements in favor of the Mortgagee (or Lender) as are required under the
Term Note Agreement.
(b) Upon the occurrence and continuance of an Event of Default, all insurance
payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage
Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender))
held and applied by the Mortgagee (or Lender) against the Obligations as provided under the
Term Note Agreement, or be retained by the Grantor for application to the repair of the damage
to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance
with the terms of the Term Note Agreement.
4.6 Modification and Additions. The Grantor, at its expense, shall make such
modifications in and additions to the Airframes and the Engines as may be required from time to
time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In
addition, so long as no Default or Event of Default shall have occurred and be continuing, the
Grantor, at its expense, may from time to time make such modifications in and additions to any
Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that
no such modification or addition shall diminish the value or utility of such Airframe or Engine or
impair the airworthiness or operating condition thereof below the value, utility, airworthiness and
condition thereof immediately prior to such modification or addition (assuming such Airframe or
Engine was of the value and utility and in the condition required by the terms of this Mortgage
immediately prior to such modification or addition) and any expenses incurred or related thereto
are in accordance with the terms of the Term Note Agreement.
-8-
NJ 226,303,600v4
EFTA00012609

=== Page 500 ===

=== Page 501 ===
022850
4.7 Reserved.
4.8 Inspection. Subject to the provisions of Section 10 of the Term Note Agreement,
the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage
Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at all
such times during normal business hours as the Mortgagee may from time to time reasonably
request; provided that so long as no Event of Default shall have occurred and is continuing such
visits shall be limited to two (2) occasions per fiscal year.
4.9 Reserved.
4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as
defined in 49 U.S.C. Section 40102(a)(15)(c).
4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of
Loss with respect to an Engine under circumstances in which there has not occurred an Event of
Loss with respect to the Airframe on which such Engine was originally installed, the Grantor
shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the
occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage,
in substitution for the Engine with respect to which such Event of Loss occurred, substitute
another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved
model and suitable for installation and use on an Airframe or such other engine acceptable to the
Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a
value and utility at least equal to, and being in as good operating condition as, the Engine with
respect to which such Event of Loss occurred assuming such Engine was of the value and utility
and in the condition and repair required by the terms of this Mortgage immediately prior to the
occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense,
shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the
Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing
the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii)
furnish the Mortgagee with such evidence of compliance with the insurance provisions of
subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably
request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the
Mortgagee may request in order to evidence the value, utility and operating condition of the
Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens
(other than Permitted Liens) and the subjection of the Replacement Engine to the lien and
security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of
this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the
Engine with respect to which such Event of Loss occurred from the lien and security interest of
this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being
subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and
shall be deemed part of the same Aircraft as was the Engine replaced thereby.
4.12 Further Assurances. The Grantor at its expense will promptly and duly execute
and deliver such documents and assurances and take such action as may be necessary, or as the
Mortgagee may from time to time request, in order to more effectively carry out the intent and
purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security
-9-
NJ 226,303,600v4
EFTA00012611

=== Page 502 ===

=== Page 503 ===
002051
interests created or intended to be created in favor of the Mortgagee hereunder and to comply
with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with
respect any International Interest of the Mortgagee with respect to the Mortgage Collateral,
including the Aircraft, or the laws and regulations of any of the various states or countries in
which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become
located in or any other applicable law, including, without limitation, the execution, delivery and
filing of UCC financing and continuation statements with respect to the security interests created
hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage
Collateral, including the Aircraft with the International Registry, in each case in form and
substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably
request. The Grantor hereby authorizes the Mortgagee to file any such statements without the
signature of the Grantor to the extent permitted by applicable law.
4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor
shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or
enter into any conditional sale, finance lease or any other agreement or arrangement which has
the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft),
except as provided in the Term Note Agreement.
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral.
Whether or not an Event of Default or Default shall have occurred and be continuing hereunder
and/or the Term Note Agreement, all payments and proceeds related to and arising from the
Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of
the Term Note Agreement.
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
6.1 Remedies. Subject to the terms of the Intercreditor Agreement (as defined in the
Term Note Agreement), if an Event of Default under the Term Note Agreement shall occur, the
Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein
and to the extent permitted by law, carry out or enforce the actions or remedies provided in this
Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the
Cape Town Convention, and any rights and remedies otherwise available to a secured party
under the UCC and/or the Uniform Commercial Code as in effect at the time in my applicable
jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be
deemed to limit, the remedies provided in any Security Document.
6.2 Possession of Mortgage Collateral. Subject to the terms of the Intercreditor
Agreement: If an Event of Default under the Term Note Agreement shall occur and be
continuing, the Mortgagee may, without notice take possession of all or any part of the Mortgage
Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under
the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise
all of their respective rights and remedies as set forth in this Mortgage, under the Loan
-10-
NJ 226,303,600v4
EFTA00012613

=== Page 504 ===
EFTA00012614

=== Page 505 ===
822852
Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee,
the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever
the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may
reasonably specify, and fly or cause to be flown to such airport or airports in the continental
United States as the Mortgagee may reasonably specify, without risk or expense to the
Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor
will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage
Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any
Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may,
without being responsible for loss or damage, except to the extent caused by the gross negligence
or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction
conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver
immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the
Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such
judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever
they may be found and enter any of the premises of or leased by the Grantor where such
Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral,
including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to
the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such
expenses shall constitute Obligations and, until paid, be secured by the lien and security interest
of this Mortgage and Security Documents. Upon every such taking of possession, the Mortgagee
may, from time to time, make all such reasonable expenditures for maintenance, insurance,
repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral,
including the Aircraft as it may deem proper.
6.3 Sale and Suits for Enforcement. Subject to the terms of the Intercreditor
Agreement:
(a) If an Event of Default under the Term Note Agreement shall occur and be
continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral,
including the Aircraft, may
(i)
to the extent and in the manner permitted by law, sell at one or more sales,
all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at
such time or times and upon such terms, including terms of credit (which may include the
retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine,
whether or not the Mortgage Collateral shall be at the place of sale; and
(ii) proceed to protect and enforce its rights under this Mortgage by suit,
whether for specific performance of any covenant herein contained or in aid of the exercise of
any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage
Collateral under the judgment or decree of a court of appropriate jurisdiction or for the
enforcement of any other right.
(b) At any public sale of an Mortgage Collateral, including the Aircraft or any part
thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and
accept bids requiring the extension of credit to the bidder and may determine the highest bidder
-11-
NJ 226,303,600v4
EFTA00012615

=== Page 506 ===
EFTA00012616

=== Page 507 ===
082853
at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the
extension of credit.
(c) The Mortgagee, to the extent permitted by law, may from time to time adjourn
any sale under paragraph (a)(i) above by announcement at the time and place appointed for such
sale or for any adjournment thereof; and without further notice or publication, such sale be made
at the time and place to which the same shall have been so adjourned.
(d) Upon the completion of any sale under paragraph (a)(i) above, full title and right
of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any
retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted
purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in
accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the
same to be flown to such airports in the continental United States as the Mortgagee may specify),
such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such
Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof.
The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its
name and stead, to make all necessary conveyances of any Mortgage Collateral so sold.
Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine
any such sale or conveyance by executing and delivering all proper instruments of conveyance or
releases as may be designated in any such request.
6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it
lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or
claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or
redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this
Mortgage or the absolute sale of the Mortgage Collateral.
6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is
intended to be exclusive of any other remedy, but every such remedy shall be cumulative and
shall be in addition to every other remedy herein conferred or now or hereafter existing in law.
6.6 Application of Proceeds. If an Event of Default shall have occurred and be
continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage
Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under
this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the
Term Note Agreement.
6.7 Delay or Omission; Possession of Loan Certificates.
(a) No delay or omission of the Mortgagee to exercise any right or remedy arising
upon the happening of any Default or Event of Default shall impair any right or remedy or shall
be construed to be a waiver of any such Default or Event of Default or an acquiescence therein;
and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by
applicable law may be exercised from time to time and as often as may be deemed expedient by
the Mortgagee.
-12-
NJ 226,303,600v4
EFTA00012617

=== Page 508 ===
EFTA00012618

=== Page 509 ===
882854
(b) All rights of action under this Mortgage may be enforced by the Mortgagee
without the possession of the Notes or any other instrument or document evidencing any
obligation or the production thereof in any proceeding.
6.8 Mortgagee's Right to Perform for the Grantor. Subject to the terms of the
Intercreditor Agreement, from and after the occurrence and continuance of an Event of Default,
if the Grantor fails to perform or comply with any of its agreements contained herein, the
Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-
of-pocket costs and expenses incurred in connection with the performance of or compliance with
such agreement (together with interest thereon at the Default Rate) shall be payable by the
Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this
Mortgage.
6.9 Deregistration. If an Event of Default under the Term Note Agreement shall
occur and be continuing, the Mortgagee may without being responsible for loss or damage,
except to the extent caused by the gross negligence or willful misconduct of the Mortgagee
procure the deregistration of the registration of the Aircraft and export the Aircraft to a
jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export
Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The
Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses
incurred in taking any such action; and all such expenses shall constitute Obligations and, until
paid, be secured by the lien and security interest of this Mortgage. At the request of the
Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the
FAA.
6.10 Speedy Relief Remedies. If an Event of Default under the Term Note Agreement
shall occur and be continuing, the Mortgagee may pending final determination of its claim in any
court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of
the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage
Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by
sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom;
and (v) sale and application of proceeds therefrom.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage,
nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.
7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all
its reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to, this Mortgage
-13-
NJ 226,303,600v4
EFTA00012619

=== Page 510 ===
EFTA00012620

=== Page 511 ===
285855
and any other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its
costs and expenses incurred in connection with the enforcement or preservation of any rights
under this Mortgage and any such other documents, including, without limitation, the fees and
disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee
harmless from, any and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of; or consummation of
any of the transactions contemplated by, or any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Mortgage and any such other documents, and
(d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Mortgage and any such other
documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the
Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from
the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection
7.2 shall survive termination of the Term Note Agreement and satisfaction of any Loans issued
thereunder.
7.3 Reserved.
7.4 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or four (4)
business days after being deposited in the United States mail, certified or registered mail postage
prepaid, or one (1) business day after being deposited with an overnight courier of national
reputation, or upon receipt of confirmation of successful transmission with respect to any notice
or communication sent via facsimile, to the addresses set forth in the Term Note Agreement.
7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral;
Termination of Mortgage.
(a) In addition to the other Security Documents, this Mortgage shall create a
continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force
and effect until payment and performance in full of all of the Obligations, (ii) be binding upon
the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its
successors, transferees and assigns.
(b) Upon the indefeasible payment and performance in full of all of the Obligations,
the lien and security interest granted hereby and in the Security Documents shall terminate.
Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an
appropriate instrument evidencing such termination of this Mortgage.
7.6 Governing Law.
-14-
NJ 226,303,600v4
EFTA00012621

=== Page 512 ===
EFTA00012622

=== Page 513 ===
002056
(a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.
(b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE
OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND
MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED,
THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO
REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
(c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY
A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE,
AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage
shall not affect the remaining provisions of this Mortgage should be held by any court of law, to
be invalid, or should operate to render this Mortgage invalid or to impair the lien and security
interest of this Mortgage on all or the major portion of the property intended to be mortgaged
hereunder, this Mortgage shall be construed as if such provisions had not been contained therein.
[Balance of Page Intentionally Left Blank. Signature Page Follows. I
-15-
NJ 226,303,600v4
EFTA00012623

=== Page 514 ===
EFTA00012624

=== Page 515 ===
882857
IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly
executed and delivered as of the day and year first above written.
FLIGHT OPTIONS LLC
By:
Name:
Its: Chief Financial Officer
Aircraft Mortgage and Security Agreement
EFTA00012625

=== Page 516 ===
EFTA00012626

=== Page 517 ===
002858
FO FINANCING. LLC
By: H.I.G.-GPII. Inc.
Itst
By
Na
Title: General Counsel and Vice President
Aircraft Mortgage and Security Agreement
EFTA00012627

=== Page 518 ===
EFTA00012628

=== Page 519 ===
05
Exhibit A
Term Note Agreement
Not included for purposes of confidentiality
NJ 226,303,600v4
EFTA00012629

=== Page 520 ===
EFTA00012630

=== Page 521 ===
802060
Schedule 1
Aircraft: Airframes and Engines*
Type
Reg.
Serial No.
Engine Make
Engine
Engine
Percent
No.
Type
Serial No.
Owned****
Raytheon
Aircraft
N793TA(pending
Company**
change to
RK-244
Pratt & Whitney
PCE-
JT15D-5
28.125%
Canada
JA0257***
model 400A
N493LX)
Raytheon
Aircraft
N793TA(pending
Pratt & Whitney
PCE-
Company**
change to
RK-244
JT15D-5
28.125%
Canada
JA0256***
model 400A
N493LX)
*Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated takeoff horsepower or the
equivalent thereof.
**Described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY.
***Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D
SERIES with serial numbers JA0257and JA0256.
****Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines.
CH199 4911636-2.066497.0063
EFTA00012631

=== Page 522 ===
EFTA00012632
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2007 DEC 13 PM 12 51
OKLAHOMA CITY
OKLAHOMA

=== Page 523 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303922
ORIG #9911 RET'D M & T
$15.00 12/13/2007 073471358451
EFTA00012633

=== Page 524 ===
EFTA00012634

=== Page 525 ===
RECORDED CONVEYANCE FILED IN:
U.S. DEPARTMENT OF TRANSPORTATION
NNUM: 793TA
FEDERAL AVIATION ADMINISTRATION
SERIAL NUM: RK-244
MFR: RAYTHEON AIRCRAFT COMPANY
CROSS-REFERENCE-RECORDATION
MODEL: 400A
AIR CARRIER:
This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form
with the recorded conveyance and a copy in each aircraft folder involved.
TYPE OF CONVEYANCE
DATE EXECUTED
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
12/13/2007
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
AM000500
TO OR ASSIGNED TO
DATE RECORDED
FO FINANCING LLC
JUN 12, 2008
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
Total Aircraft: 1
Total Engines: 2
Total Props:
Total Spare Parts:
N793TA
P&W C JT15D-5 PCE-JA0257
P&W C JT15D-5 PCE-JA0256
AC FORM 8050-23 (1-06) (0052-00-582-6000)
EFTA00012635

=== Page 526 ===
EFTA00012636

=== Page 527 ===
002817
CERTIFIED COPY
TO BE RECORDED BY FAA
AM000500 Conveyance Recorded Jun/12/2008 06:25 AM FAA
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
dated as of
December B, 2007
made by
FLIGHT OPTIONS, LLC
in favor of
FO FINANCING, LLC
as Mortgagee
Date
BU
NJ 226,294,392v7
EFTA00012637

=== Page 528 ===
EFTA00012638
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 DEC 13 PM 12 50
OKLAHOMA CITY
OKLAHOMA

=== Page 529 ===
882818
TABLE OF CONTENTS
SECTION I CERTAIN DEFINITIONS
1
1.1 Definitions
I
SECTION 2 GRANTING CLAUSE
5
SECTION 3 REPRESENTATIONS AND WARRANTIES
6
SECTION 4 COVENANTS
6
4.1
Registration Maintenance and Operation
6
4.2 Liens
7
4.3 Taxes
7
4.4 Possession
8
4.5 Insurance
8
4.6
Modification and Additions
8
4.7 Reserved
8
4.8
Inspection
8
4.9
Citizenship
9
4.10
Event of Loss with Respect to an Engine
9
4.11
Further Assurances
9
4.12
Sale of Aircraft
10
SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
10
5.1
Application of Proceeds and Amounts Realized On Mortgage Collateral
10
SECTION 6 EVENTS OF DEFAULT AND REMEDIES
10
6.1 Remedies
10
6.2
Possession of Mortgage Collateral
10
6.2 Sale and Suits for Enforcement
11
NJ 226,294,392v7
EFTA00012639

=== Page 530 ===
EFTA00012640

=== Page 531 ===
02019
6.3
Waiver of Appraisement, etc
12
6.4
Remedies Cumulative
12
6.5
Application of Proceeds
12
6.6
Delay or Omission; Possession of Loan Certificates
12
4.9
Mortgagee's Right to Perform for the Grantor
12
SECTION 7 MISCELLANEOUS PROVISIONS
13
7.1
Amendments, etc
13
72 Indemnification
13
7.4 Notices
14
7.5
Continuing Lien and Security Interest; Transfer; Release of Mortgage
Collateral; Termination of Mortgage
14
7.6
Governing Law
14
7.7
Severability
15
EXHIBIT
Exhibit A- Loan and Security Agreement
SCHEDULE
Schedule 1 - Description of Aircraft and Engines
-ii-
NJ 226,294,392v7
EFTA00012641

=== Page 532 ===
EFTA00012642

=== Page 533 ===
02028
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT. dated as of December
13. 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability
company (the "Grantor"), with its chief executive office and chief place of business at
,
Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware
limited liability company, as Lender under the Loan and Security Agreement defined below (the
"Mortgagee").
WITNESSETH:
WHEREAS, the Grantor and the Mortgagee are parties to that certain Loan and Security
Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and
restated, joined, supplemented or otherwise modified from time to time, the "Loan and Security
Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the
Grantor subject to the terms and conditions set forth therein;
NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising
under the Loan and Security Agreement, and the repayment of all sums due under the other Loan
Documents, as defined in the Loan and Security Agreement, whether direct or indirect, absolute
or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the
Mortgagee as follows:
SECTION 1
CERTAIN DEFINITIONS
1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein
shall have the respective meanings ascribed to them in the Loan and Security Agreement. All
other capitalized terms defined in the preamble and recitals to this Mortgage shall have the
respective meanings ascribed to them therein and the following terms shall have the following
defined meanings (and shall be applicable to both the singular and the plural forms of such
terms):
"Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar
legislation of the United States of America enacted in substitution or replacement thereof;
together with the regulations of the FAA thereunder, as in effect from time to time.
"Aircraft": collectively, each Airframe, together with the Engines installed thereon as of
the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said
Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute
Engines may from time to time be installed on such Airframe, to the extent of the Grantor's
ownership interest therein.
"Aircraft Protocol": means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the
same may be amended or modified from time to time.
NJ 226,294,392v7
EFTA00012643

=== Page 534 ===
EFTA00012644

=== Page 535 ===
202021
"Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines
or engines from time to time installed thereon, either originally mortgaged hereunder and
described in Schedule I hereto, together with any and all Parts which are either incorporated or
installed in or attached to such airframe or required to be subject to the lien and security interest
of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest
therein.
"Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the
Convention, the International Registry Procedures and the International Registry Regulations.
"Certificated Air Carrier": any corporation (except the United States Government)
domiciled in the United States of America and holding (i) a Certificate of Public Convenience
and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any
predecessor or successor agency thereto, or, in the event such Certificates shall no longer be
issued, any corporation (except the United States Government) domiciled in the United States of
America and legally engaged in the business of transporting for hire passengers or cargo by air
predominantly to, from or between points within the United States of America, and, in either
event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000
pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of
Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the
Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation
under Part 121 of the regulations promulgated under the Act.
"Convention" shall mean the official English language text of the Convention on
International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic
conference held in Cape Town, South Africa, as the same may be amended or modified from
time to time.
"Engine": each aircraft engine described in Schedule 1 hereto, together with any and all
Parts which are either incorporated or installed in or attached to such Engine or required to be
subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent
of the Grantor's ownership interest therein.
"Event of Loss": any of the following events with, respect to any property:
(i) loss of such property or of the use thereof due to theft, disappearance,
destruction, damage beyond repair or rendition of such property permanently unfit for
normal use for any reason whatsoever;
(ii) any damage to such property which results in an insurance settlement with
respect to such property on the basis of a total loss;
(iii) the condemnation, confiscation, seizure or hijacking of, or requisition of
title to or use of, such property by private Persons or Governmental Authority or
purported Governmental Authority, excluding, however, requisition for use by the United
States Government or any instrumentality or agency thereof for a period of less than 60
days;
-2-
NJ 226,294,392v7
EFTA00012645

=== Page 536 ===
EFTA00012646

=== Page 537 ===
82
(iv) as a result of any rule, regulation, order or other action by the FAA or
other governmental body having jurisdiction, the use of such property in the normal
course of interstate air transportation shall have been prohibited for a period of six (6)
consecutive months; or
(v) the operation or location of such property, while under requisition for use
by the United States Government, or any instrumentality or agency thereof, in any area
excluded from coverage by any insurance policy in effect with respect to such property, if
the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender
from the United States Government.
An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such
Aircraft.
"FAA": the United States Federal Aviation Administration, or any successor or
replacement administration or governmental agency having the same or similar authority and
responsibilities.
"Indemnified Liabilities": as defined in Section 7.2 hereof.
"International Interest": shall have the meaning ascribed thereto in the Cape Town
Convention.
"International Registry": means the International Registry of Mobile Assets located in
Dublin, Ireland and established pursuant to the Cape Town Convention, along with any
successor registry thereto.
"International Registry Procedures" means the official English language text of the
procedures for the International Registry issued by the supervisory authority thereof pursuant to
the Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"International Registry Regulations" means the official English language text of the
regulations for the International Registry issued by the supervisory authority thereof pursuant to
the Convention and the Aircraft Protocol, as the same may be amended or modified from time to
time.
"Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation,
assignment, security interest, lien (whether statutory or otherwise), charge, claim or
encumbrance, or preference, priority or other security agreement or preferential arrangement
held or asserted in respect of any asset of any kind or nature whatsoever including any
conditional sale or other title retention agreement, any lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to give, any financing
statement under the UCC or comparable law of any jurisdiction and, including, without
limitation, rights of others under any engine or parts interchange, loan lease or pooling
agreement, and any International Interest and/or Prospective International Interest.
-3-
NJ 226,294,392v7
EFTA00012647

=== Page 538 ===
EFTA00012648

=== Page 539 ===
082023
"Loan and Security Agreement": as defined in the above recitals of this Mortgage.
"Mortgage": this Mortgage as defined in the preamble.
"Mortgage Collateral": as defined in Section 2 hereof.
"Mortgage Supplement" any supplement to this Mortgage, in form and substance
reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional
Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the
Mortgage.
"Obligations": as defined in the Loan and Security Agreement, including without
limitation all amounts due to the Mortgagee arising under or related to this Mortgage.
"Parts": at any time, all parts, components, equipment, instruments, appliances, avionics,
radio and radar devices, cargo handling systems and loose equipment that are at such time
incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the
Grantor's ownership interest therein.
"Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees,
mechanics and materialmen incurred in the ordinary course of business securing sums not
overdue; (b) Liens incurred in the ordinary course of business in connection with worker's
compensation, unemployment insurance or other forms of governmental insurance or benefits,
relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good
faith provided that adequate reserves with respect thereto are maintained on the books of the
Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not
yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity
with GAAP; (e) Purchase money Liens securing purchase money indebtedness to the extent
permitted in this Agreement (and as such terms are defined in the Loan and Security
Agreement); and (f) Liens specifically identified as Permitted Liens in the Loan and Security
Agreement.
"Proceeds": shall have the meaning set forth therefor in the UCC, and shall include,
without limitation, the meaning set forth therefor in the Loan and Security Agreement and
whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged,
collected or otherwise disposed of, including, without limitation, all amounts payable or paid
under insurance, requisition or other payments as the result of any loss (including an Event of
Loss) or damage to such Airframe or Engine or Part.
"Replacement Engine" as defined in Section 4.11 hereof.
"Tax" as defined in Section 4.3 hereto.
"UCC" means the Uniform Commercial Code as the same may, from time to time be in
effect in the State of New York; provided, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect
to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code
-4-
NJ 226,294,392v7
EFTA00012649

=== Page 540 ===
EFTA00012650

=== Page 541 ===
82024
as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions; provided further, that to the extent that UCC is used to
define any term herein and such term is defined differently in different Articles or Divisions of
the UCC, the definition of such term contained in Article or Division 9 shall govern.
SECTION 2
GRANTING CLAUSE
Mortgage and Grant of Security Interest. To secure the due and prompt payment and
performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor
hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the
Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest
of the Grantor in and to the following property, whether now owned or hereafter acquired (herein
collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the
other provisions of this Agreement, creates in favor of the Lender an International Interest in the
Aircraft, as collateral security for the prompt and complete payment and performance when due
of all the Obligations:
(a) the Aircraft (including the Airframe and the Engines) and all replacements thereof
and substitutions therefor to which the Grantor shall from time to time acquire title as provided
herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage
(except for wholly owned aircrafts of the Grantor);
(b) all logs, manuals, books, records (including without limitation, maintenance,
servicing, testing, modification and overhaul records) and other documents (including without
limitation, any logs, manuals, books, records and documents maintained in electronic form)
relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the
"Records"), including without limitation, all Records required to be maintained by the FAA or
any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the
Aircraft, the Airframe or any Engine;
(c) all policies of insurance (including, without limitation, any insurance policies
required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or
any Engine and all payments and proceeds and all rights to payment or compensation received or
to be received under any such policies of insurance in respect of any loss or damage to and/or
relating to or involving the Aircraft or any part thereof and all compensation and other payments
of any kind with respect to the Aircraft, including but not limited to the insurance required
hereunder, under the Loan and Security Agreement and all payments and compensation and
rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention
or other loss of title to or the use or possession of the Aircraft or any part thereof;
(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues,
accounts, accounts receivable, general intangibles, income and any other sums paid, received or
to be received as a result of, arising from, derived in connection with or otherwise relating to the
Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues,
-5-
NJ 226,294,392v7
EFTA00012651

=== Page 542 ===

=== Page 543 ===
02
profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums
paid, received or to be received relating to or in connection with the sale, lease, hire, charter or
other disposition of the Aircraft or any part thereof or the provision of services of any nature
whatsoever utilizing the Aircraft or any part thereof;
(e) all Proceeds of all or any of the foregoing whether cash or otherwise.
SECTION 3
REPRESENTATIONS AND WARRANTIES
The Grantor represents and warrants that:
(a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C.
Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free
and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly
register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft,
in accordance with the Act and shall have in full force and effect a certificate of airworthiness
duly issued pursuant to said Act.
(b) This Mortgage is in proper form to be duly filed for recordation in accordance
with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected
lien on and prior perfected security interest in such Mortgage Collateral, subject to no other
Liens (except for Permitted Liens).
(c) (i) No International Interest or Prospective International Interest (other than that
of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii)
Grantor shall not consent to the registration of any International Interest or Prospective
International Interest with respect to the Aircraft (other than any such interest registered in favor
of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export
Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee)
which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City,
Oklahoma.
SECTION 4
COVENANTS
4.1 Registration Maintenance and Operation. The Grantor, at its own cost and
expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included
therein to be duly registered, and at all times thereafter to remain duly registered, in the name of
the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to
the registration of the Mortgagee's International Interest created pursuant to this Mortgage and
the other Loan Documents (including any Prospective International Interest) with respect thereto,
(C) provide the Mortgagee reasonably satisfactory evidence that there are no International
Interests or Prospective International Interests against the Aircraft which are prior and superior to
the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained,
serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant
Mortgage Collateral, so as to the good operating condition as when originally mortgaged
hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition
-6-
NJ 226,294,392v7
EFTA00012653

=== Page 544 ===
EFTA00012654

=== Page 545 ===
002026
as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in
good standing at all times under the Act and to enable such Aircraft at all times to be operated in
commercial cargo service in the United States; and (iii) maintain all records, logs and other
materials required by the FAA and any other Governmental Authority having jurisdiction to be
maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material
rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and
any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any
material law or any rule, regulation or order of any Governmental Authority having jurisdiction
(domestic or foreign), or in violation of any airworthiness certificate, license or registration
relating to any Mortgage Collateral issued by any such Governmental Authority, except for any
violation which, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by
the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States
of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the
United States of America against the risks and in the amounts required by said subsection 4.5
covering such area, or as to which the Grantor has otherwise obtained the written consent of the
Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the
Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other
Mortgage Collateral are operated or used under contract with the Government of United States of
America under which contract said Government assumes liability for any the damage, loss,
destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral
at the end of the term of such contract and for injury to persons or damage to property of others
or unless the Aircraft is only temporarily located in such area as a result of an isolated
occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather
conditions, navigational error or other similar unforeseen circumstances and the Grantor is using
its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a
"material" law, rule, regulation or order of the FAA or any other Governmental Authority having
jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement
action by the FAA or such Governmental Authority or suspension, revocation or limitation of
Grantor's authority to operate as a Certificated Air Carrier.
4.2 Liens. The Grantor will not create or suffer to exist any Lien, International
Interests or Prospective International Interest upon or with respect to any of the Mortgage
Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of
the Loan and Security Agreement.
4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each
Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or
withholdings, together with any penalties, fines or interest thereon (any of the foregoing being
here called a "Tax") which may from time to time be imposed on or asserted against the
Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein
by any Federal, state or local government or other taxing authority in the United States or by any
foreign government or subdivision thereof or by any foreign taxing authority upon or with
respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture,
purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or
other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable
therefor or arising therefrom or the income or other proceeds received with respect thereto, or
-7-
NJ 226,294,392v7
EFTA00012655

=== Page 546 ===

=== Page 547 ===
082027
(iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the
payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which
may have attached as security for such Tax, so long as the validity thereof shall be contested in
good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its
books adequate reserves with respect thereto.
4.4 Possession. The Grantor will not, without the prior written consent of the
Mortgagee, except as permitted under the Loan and Security Agreement, lease or otherwise in
any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right,
title or interest of the Grantor in, any Mortgage Collateral, including without limitation any
Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any
airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe
or engine other than to an Airframe or Engine.
4.5 Insurance.
(a) The Grantor at its own expense shall carry insurance with respect to the Mortgage
Collateral as required pursuant to the terms and provisions of the Loan and Security Agreement,
together with such endorsements in favor of the Mortgagee (or Lender) as are required under the
Loan and Security Agreement.
(b) Upon the occurrence and continuance of an Event of Default, all insurance
payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage
Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender))
held and applied by the Mortgagee (or Lender) against the Obligations as provided under the
Loan and Security Agreement, or be retained by the Grantor for application to the repair of the
damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in
accordance with the terms of the Loan and Security Agreement.
4.6 Modification and Additions. The Grantor, at its expense, shall make such
modifications in and additions to the Airframes and the Engines as may be required from time to
time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In
addition, so long as no Default or Event of Default shall have occurred and be continuing, the
Grantor, at its expense, may from time to time make such modifications in and additions to any
Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that
no such modification or addition shall diminish the value or utility of such Airframe or Engine or
impair the airworthiness or operating condition thereof below the value, utility, airworthiness and
condition thereof immediately prior to such modification or addition (assuming such Airframe or
Engine was of the value and utility and in the condition required by the terms of this Mortgage
immediately prior to such modification or addition) and any expenses incurred or related thereto
are in accordance with the terms of the Loan and Security Agreement.
4.7 Reserved.
4.8 Inspection. Subject to the provisions of Section 10 of the Loan and Security
Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the
Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating
-8-
NJ 226,294,392v7
EFTA00012657

=== Page 548 ===
EFTA00012658

=== Page 549 ===
202028
thereto, at all such times during normal business hours as the Mortgagee may from time to time
reasonably request; provided that so long as no Event of Default shall have occurred and is
continuing such visits shall be limited to two (2) occasions per fiscal year.
4.9 Reserved.
4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as
defined in 49 U.S.C. Section 40102(a)(15)(c).
4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of
Loss with respect to an Engine under circumstances in which there has not occurred an Event of
Loss with respect to the Airframe on which such Engine was originally installed, the Grantor
shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the
occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage,
in substitution for the Engine with respect to which such Event of Loss occurred, substitute
another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved
model and suitable for installation and use on an Airframe or such other engine acceptable to the
Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a
value and utility at least equal to, and being in as good operating condition as, the Engine with
respect to which such Event of Loss occurred assuming such Engine was of the value and utility
and in the condition and repair required by the terms of this Mortgage immediately prior to the
occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense,
shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the
Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing
the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii)
furnish the Mortgagee with such evidence of compliance with the insurance provisions of
subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably
request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the
Mortgagee may request in order to evidence the value, utility and operating condition of the
Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens
(other than Permitted Liens) and the subjection of the Replacement Engine to the lien and
security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of
this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the
Engine with respect to which such Event of Loss occurred from the lien and security interest of
this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being
subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and
shall be deemed part of the same Aircraft as was the Engine replaced thereby.
4.12 Further Assurances. The Grantor at its expense will promptly and duly execute
and deliver such documents and assurances and take such action as may be necessary, or as the
Mortgagee may from time to time request, in order to more effectively carry out the intent and
purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security
interests created or intended to be created in favor of the Mortgagee hereunder and to comply
with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with
respect any International Interest of the Mortgagee with respect to the Mortgage Collateral,
including the Aircraft, or the laws and regulations of any of the various states or countries in
which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become
-9-
NJ 226,294,392v7
EFTA00012659

=== Page 550 ===
EFTA00012660

=== Page 551 ===
082029
located in or any other applicable law, including, without limitation, the execution, delivery and
filing of UCC financing and continuation statements with respect to the security interests created
hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage
Collateral, including the Aircraft with the International Registry, in each case in form and
substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably
request. The Grantor hereby authorizes the Mortgagee to file any such statements without the
signature of the Grantor to the extent permitted by applicable law.
4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor
shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or
enter into any conditional sale, finance lease or any other agreement or arrangement which has
the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft),
except as provided in the Loan and Security Agreement.
SECTION 5
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral.
Whether or not an Event of Default or Default shall have occurred and be continuing hereunder
and/or the Loan and Security Agreement, all payments and proceeds related to and arising from
the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms
of the Loan and Security Agreement.
SECTION 6
EVENTS OF DEFAULT AND REMEDIES
6.1 Remedies. If an Event of Default under the Loan and Security Agreement shall
occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise
provided herein and to the extent permitted by law, carry out or enforce the actions or remedies
provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies
specified under the Cape Town Convention, and any rights and remedies otherwise available to a
secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in my
applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to,
and not be deemed to limit, the remedies provided in any Security Document.
6.2 Possession of Mortgage Collateral. If an Event of Default under the Loan and
Security Agreement shall occur and be continuing, the Mortgagee may, without notice take
possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude
the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition,
the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth
in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral.
At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to
the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place
or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport
or airports in the continental United States as the Mortgagee may reasonably specify, without
risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In
addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities
-10-
NJ 226,294,392v7
EFTA00012661

=== Page 552 ===

=== Page 553 ===
202838
for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to
deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the
Mortgagee may, without being responsible for loss or damage, except to the extent caused by the
gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court
having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring
the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to
the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided
by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the
Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor
where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage
Collateral, including the Aircraft and take possession of and remove the same. The Grantor
agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action;
and all such expenses shall constitute Obligations and, until paid, be secured by the lien and
security interest of this Mortgage and Security Documents. Upon every such taking of
possession, the Mortgagee may, from time to time, make all such reasonable expenditures for
maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of
the Mortgage Collateral, including the Aircraft as it may deem proper.
6.3 Sale and Suits for Enforcement.
(a) If an Event of Default under the Loan and Security Agreement shall occur and be
continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral,
including the Aircraft, may
(i)
to the extent and in the manner permitted by law, sell at one or more sales,
all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at
such time or times and upon such terms, including terms of credit (which may include the
retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine,
whether or not the Mortgage Collateral shall be at the place of sale; and
(ii) proceed to protect and enforce its rights under this Mortgage by suit,
whether for specific performance of any covenant herein contained or in aid of the exercise of
any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage
Collateral under the judgment or decree of a court of appropriate jurisdiction or for the
enforcement of any other right.
(b) At any public sale of an Mortgage Collateral, including the Aircraft or any part
thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and
accept bids requiring the extension of credit to the bidder and may determine the highest bidder
at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the
extension of credit.
(c) The Mortgagee, to the extent permitted by law, may from time to time adjourn
any sale under paragraph (a)(i) above by announcement at the time and place appointed for such
sale or for any adjournment thereof; and without further notice or publication, such sale be made
at the time and place to which the same shall have been so adjourned.
-11-
NJ 226,294,392v7
EFTA00012663

=== Page 554 ===
EFTA00012664

=== Page 555 ===
82831
(d) Upon the completion of any sale under paragraph (a)(i) above, full title and right
of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any
retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted
purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in
accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the
same to be flown to such airports in the continental United States as the Mortgagee may specify),
such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such
Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof.
The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its
name and stead, to make all necessary conveyances of any Mortgage Collateral so sold.
Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine
any such sale or conveyance by executing and delivering all proper instruments of conveyance or
releases as may be designated in any such request.
6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it
lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or
claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or
redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this
Mortgage or the absolute sale of the Mortgage Collateral.
6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is
intended to be exclusive of any other remedy, but every such remedy shall be cumulative and
shall be in addition to every other remedy herein conferred or now or hereafter existing in law.
6.6 Application of Proceeds. If an Event of Default shall have occurred and be
continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage
Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under
this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the
Loan and Security Agreement.
6.7 Delay or Omission; Possession of Loan Certificates.
(a) No delay or omission of the Mortgagee to exercise any right or remedy arising
upon the happening of any Default or Event of Default shall impair any right or remedy or shall
be construed to be a waiver of any such Default or Event of Default or an acquiescence therein;
and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by
applicable law may be exercised from time to time and as often as may be deemed expedient by
the Mortgagee.
(b) All rights of action under this Mortgage may be enforced by the Mortgagee
without the possession of the Notes or any other instrument or document evidencing any
obligation or the production thereof in any proceeding.
6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and
continuance of an Event of Default, if the Grantor fails to perform or comply with any of its
agreements contained herein, the Mortgagee may perform or comply with such agreement, and
the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the
-12-
NJ 226,294,392v7
EFTA00012665

=== Page 556 ===
EFTA0001266

=== Page 557 ===
02032
performance of or compliance with such agreement (together with interest thereon at the Default
Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the
lien and security interest of this Mortgage.
6.9 Deregistration. If an Event of Default under the Loan and Security Agreement
shall occur and be continuing, the Mortgagee may without being responsible for loss or damage,
except to the extent caused by the gross negligence or willful misconduct of the Mortgagee
procure the deregistration of the registration of the Aircraft and export the Aircraft to a
jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export
Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The
Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses
incurred in taking any such action; and all such expenses shall constitute Obligations and, until
paid, be secured by the lien and security interest of this Mortgage. At the request of the
Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the
FAA.
6.10 Speedy Relief Remedies. If an Event of Default under the Loan and Security
Agreement shall occur and be continuing, the Mortgagee may pending final determination of its
claim in any court proceeding, obtain speedy relief in the form of on order providing for (i)
preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the
Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where
covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income
therefrom; and (v) sale and application of proceeds therefrom.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage,
nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given.
7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all
its reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to, this Mortgage
and any other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its
costs and expenses incurred in connection with the enforcement or preservation of any rights
under this Mortgage and any such other documents, including, without limitation, the fees and
disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee
harmless from, any and all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or
determined to be payable in connection with the execution and delivery of; or consummation of
any of the transactions contemplated by, or any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Mortgage and any such other documents, and
(d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any
-13-
NJ 226,294,392v7
EFTA00012667

=== Page 558 ===

=== Page 559 ===
882833
3
and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Mortgage and any such other
documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the
Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from
the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection
7.2 shall survive termination of the Loan and Security Agreement and satisfaction of any Loans
issued thereunder.
7.3 Reserved.
7.4 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or four (4)
business days after being deposited in the United States mail, certified or registered mail postage
prepaid, or one (1) business day after being deposited with an overnight courier of national
reputation, or upon receipt of confirmation of successful transmission with respect to any notice
or communication sent via facsimile, to the addresses set forth in the Loan and Security
Agreement.
7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral;
Termination of Mortgage.
(a) In addition to the other Security Documents, this Mortgage shall create a
continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force
and effect until payment and performance in full of all of the Obligations, (ii) be binding upon
the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its
successors, transferees and assigns.
(b) Upon the indefeasible payment and performance in full of all of the Obligations,
the lien and security interest granted hereby and in the Security Documents shall terminate.
Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an
appropriate instrument evidencing such termination of this Mortgage.
7.6 Governing Law.
(a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.
(b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE
OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND
MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED,
-14-
NJ 226,294,392v7
EFTA00012669

=== Page 560 ===
EFTA00012670

=== Page 561 ===
82834
THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO
REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
(c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY
A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE,
AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage
shall not affect the remaining provisions of this Mortgage should be held by any court of law, to
be invalid, or should operate to render this Mortgage invalid or to impair the lien and security
interest of this Mortgage on all or the major portion of the property intended to be mortgaged
hereunder, this Mortgage shall be construed as if such provisions had not been contained therein.
[Balance of Page Intentionally Left Blank. Signature Page Follows. I
-15-
NJ 226,294,392v7
EFTA00012671

=== Page 562 ===
EFTA00012672

=== Page 563 ===
02035
IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly
executed and delivered as of the day and year first above written.
FLIG
By:
Name
Its: Chief Financial Officer
Aircraft Mortgage and Security Agreement
EFTA00012673

=== Page 564 ===
EFTA00012674

=== Page 565 ===
082036
FO FINANCING. LLC
By: H.I.G.-GPII, Inc.
Its:
By
Na
Title: General Counsel and view President
Aircraft Mortgage and Security Agreement
EFTA00012675

=== Page 566 ===
EFTA00012676

=== Page 567 ===
002037
Exhibit A
Loan and Security Agreement
Not included for purposes of confidentiality
NJ 226,294,392v7
EFTA00012677

=== Page 568 ===
EFTA00012678

=== Page 569 ===
002038
Schedule 1
Aircraft: Airframes and Engines*
Type
Reg.
Serial No.
Engine Make
Engine
Engine
Percent
No.
Type
Serial No.
Owned****
Raytheon
Aircraft
N793TA(pending
Pratt & Whitney
PCE-
Company**
change to
RK-244
JT15D-5
28.125%
Canada
JA0257
model 400A
N493LX)
Raytheon
Aircraft
N793TA(pending
RK-244
Pratt & Whitney
PCE-
Company**
change to
JT15D-5
28.125%
Canada
JA0256
model 400A
N493LX)
*Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated takeoff horsepower or the
equivalent thereof.
Described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY.
***Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D
SERIES with serial numbers JA0257and JA0256.
****Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines.
CH199 4911636-2.066497.0063
EFTA00012679

=== Page 570 ===
EFTA00012680
FILED WITH FAA
AIRCRAFT RECISTRATION BR
2007 DEC 13 PM 12 50
OKLAHOMA CITY
OKLAHOMA

=== Page 571 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303921
ORIG #9909 RET'D M&T
$15.00 12/13/2008 073471358451
EFTA00012681

=== Page 572 ===
EFTA00012682

=== Page 573 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE CONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Aircraft Company 400A
No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted AM Jun/12/2008
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
15.) Flight Options, LLC
12.50% of 100%
(see Attachment dated 6-3-08 )
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE Chief Financial Office
DATE
of Flight Options, LLC
6-3-08
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
# 15
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012683

=== Page 574 ===
EFTA00012684
)
2008 JUN 4 AM 9 08
OKLAHOMA CITY
OKLAHOMA

=== Page 575 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 6-3-08
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
3.125% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
12.50% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
3.125% of 100%
Shown on Original form hereto
15.)
16.)
Signatures:
Title:
Date:
Chief Financial Officer
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13,14
6-3-08
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"), (H) that all of the information set forth on the Application is true and currect as of this date, and (III) the
Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same application.
EFTA00012685

=== Page 576 ===
EFTA00012686
)
00
WITH FAA
: ALGISTRATION BR
2008 JUN 4 AM 9 08
CKLAHOMA CITY
OKLAHOMA

=== Page 577 ===
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 AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM000499 Conveyance Recorded Jun/12/2008 06:17 AM FAA
DOES THIS 3rd DAY OF JUNE 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
081560910237
$5.00 06/04/2008
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 3Rd OF JUNE 2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SELLER
CHIEF FINANCIAL OFFICER
OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR
:
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
EFTA00012687

=== Page 578 ===
OKLAHOMA
OKLAHOMA CITY
80 6 WH h NOC 8002
RR NOTIVERSIDE 1,VV
€
EFTA00012688

=== Page 579 ===
LOAN
(For use on deals drawn
under the September 1, 2003, Agreement)
FAA RELEASE
Raytheon Aircraft Company Model 400A
Manufacturer's Serial No. RK-244
Registration No. N793TA
Engine Make and Model Pratt& Whitney JT15D-5
Engine Serial Nos. PCE-JA0257 & PCE-JA0256
Propeller Make and Model
N/A
Propeller Serial Nos.
N/A
The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured
AM000438 Conveyance Recorded Jun/06/2008 12:10 PM FAA
Party under the Security Agreement dated September 25 2001 , with
as Debtor, recorded by the Federal
Aviation Administration on November 27 3 2001 3 as Conveyance No. G000258* , which
Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of
September 22
, 2003 , recorded by the FAA on September 29, 2003 as
Conveyance No. R062973
, hereby releases all of its interest in the collateral covered
by said Security Agreement.
Dated this 3 day of June
, 2008
BANK OF AMERICA, NATIONAL ASSOCIATION
AS ADMINISTR ATIVE AGENT
By:
ent
The undersigned assignors hereby release all of their interest, if any, in the collateral covered
by the Security Agreement described above.
Dated this 3 day of June
, 2008
Raytheon Aircraft
Raytheon Aircraft
General Aviation
Receivables Corporation
Credit Corporation
Receivables Corporation
By:
By:
By:
Name:
Name
Nam
Title: Contracts Manager Title: Contracts Manager Title: Contracts Manager
This Release shall consist of this one page only, with no schedules, appendices or similar
attachments attached hereto.
*and FAA Assignments dated September 25, 2001, recorded November 27, 2001, as Conv. No.
G000258 with assignment from Raytheon Aircraft Credit Corporation to Raytheon Aircraft
Receivables Corporation ("RARC") and from RARC to Bank of America, National Association,
MBIA GA LOAN RELEASE.DOC as Administrative Agent.
EFTA00012689

=== Page 580 ===
EFTA00012690
)
EC WITHFAA
A/T REGISTRATION BR
2008 JUN 4 AM 9 08
OKLAHOMA CITY
OKLAHOMA

=== Page 581 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000284925
SEE RECORDED CONVEYANCE G000258 ET AL DOC ID C013 PG 1
EFTA00012691

=== Page 582 ===
EFTA00012692

=== Page 583 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADSORISTRATION-COKE MONROXEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
Accepted MO Jun/06/2008
3. Corporation
X
X
1. Individual
2. Partnership
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
16.) Flight Options, LLC
6.25% of 100%
(see See Attachment dated 5-27-08)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first used, physical address must also be shown.)
the options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE Chief Financial Office DATE
of Flight Options, LLC
5-27-08
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
#16
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012693

=== Page 584 ===
EFTA00012694
FILED "IT" ;
NORAFT RECISIRA,
2008 MAY 27 PM 1 50
OKLAHOMA CITY
CKLAHOMA

=== Page 585 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 5-27-08
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
6.25% of 100%
Shown on Original form hereto
14.)
6.25% of 100%
Shown on Original form hereto
15.)
3.125% of 100%
Shown on Original form hereto
16.)
Signatures:
Title:
Date:
Chief Financial Officer
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12,13,14,15
5-27-08
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the
Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same application.
EFTA00012695

=== Page 586 ===
EFTA0001
EILED
AIRCRAFT RECISTRATE
2008 MAY 27 PM 1 50
OKLAHOMA CITY
OKLAHOMA

=== Page 587 ===
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 N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM000495 Conveyance Recorded Jun/12/2008 06:15 AM FAA
DOES THIS 27TH DAY OF MAY, 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
CORPORATE JET PARTNERS, LLC
3.125% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH DAY OF MAY,
2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
GN.)
SELLER
FLIGHT OPTIONS, LLC
CHIEF FINANCIAL
OFFICER
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
EFTA00012697

=== Page 588 ===
EFTA00012698
FILED ""T"
AIRCRAFT REGIS
2008 MAY 27 PM 1 50
OKLAHOMA CITY
OKLAHOMA

=== Page 589 ===
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 N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM000496 Conveyance Recorded Jun/12/2008 06:16 AM FAA
DOES THIS 27TH DAY OF MAY, 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
-
6.25% OF 100%
PURCHASER
TRUSTEES OF THE
AND
EMERY FAMILY TRUST AGREEMENT DATED JUNE 22, 1998
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH DAY OF MAY,
2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CQ OWNERSHIP ALL MUST SIGN.)
SELLER
FLIGHT OPTIONS, LLC
CHIEF FINANCIAL
OFFICER
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
EFTA00012699

=== Page 590 ===
EFT
FILED - PM
MICRAFT REGISTR. RE :
2008 MAY 27 PM 1 50
OKLANCHA CITY
CKLANOMA

=== Page 591 ===
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 N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM000497 Conveyance Recorded Jun/12/2008 06:16 AM FAA
DOES THIS 27TH DAY OF MAY, 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
PURCHASER
MOUNTVILLE MILLS, INC.
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH DAY OF MAY,
2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
N.)
SELLER
FLIGHT OPTIONS, LLC
CHIEF FINANCIAL
OFFICER
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
EFTA00012701

=== Page 592 ===
EFTA00012702
FILED -
AIRCRAFT RECIS,
:
2008 MAY 27 PM 1 50
OKLAHOMA CiTY
CKL/MOHA

=== Page 593 ===
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 N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
AM000498 Conveyance Recorded Jun/12/2008 06:16 AM FAA
DOES THIS 27 TH DAY OF MAY, 2008
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
WELLS FARGO BANK NORTHWEST, N.A.-
6.25% OF 100%
PURCHASER
NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
OWNER TRUSTEE OF TRUST AGREEMENT DATED JUNE 25, 1999
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH DAY OF MAY,
2008.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
0
SIGN.)
SELLER
FLIGHT OPTIONS, LLC
CHIEF FINANCIAL
OFFICER
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER MAY BE REQUIRED
081481
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
$5.00 05/27/2008
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012703

=== Page 594 ===
FILED name F/A
MARAFT ht
2008 MAY 27 PM 1 50
OKLAHOMA CITY
OKLAHOMA

=== Page 595 ===
CERTIFIED COPY
TO BE RECORDED BY FAA
FAA RELEASE
Raytheon Aircraft Credit Corporation (the "Secured Party") as secured
party under the Security Agreements described and defined on Exhibit A attached hereto,
hereby releases from the terms of the Security Agreements all of its right, title and interest
in and to the collateral described in the Security Agreements.
Dated this 28th day of March, 2008.
AM000363 Conveyance Recorded May/28/2008 10:46 AM FAA
RAYTHEON AIRCRAFT CREDIT
CORPORATION
By:
Name
Title: Contracts Manager
CAR
CERT
A
EFTA00012705

=== Page 596 ===
EFTA00012706
FILED WITHFAA
AIRCRAFT REGISTRATION BR
2008 APR 1 PM 1 22
OKLAHOMA CITY
OKLAHOMA

=== Page 597 ===
EXHIBIT A
Security Agreements
Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003, between
Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC
("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing
and Security Agreement dated as of June 12, 2003, between RACC and FOLLC, attached
thereto), recorded by the Federal Aviation Administration (the "FAA") on July 17, 2003, as
Conveyance Number S122733;
Supplemental Aircraft Inventory Security Agreement dated October 4, 2004, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005, as
Conveyance No. YY039873;
Supplemental Aircraft Inventory Security Agreement dated November 3, 2004, between RACC,
as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 25, 2005, as
Conveyance No. YY040015.
References to the above described agreements include any agreements attached thereto, incorporated by reference
therein, or described therein referencing liens, encumbrances or security interests in favor of RACC.
(collectively the "Security Agreements").
EFTA00012707

=== Page 598 ===
EFTA00012708
FILED WITH F
AMORAFT REGISTRATION BR
2008 APR 1 PM 1 22
OKLAHOMA CITY
OKLAHOMA

=== Page 599 ===
DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000122904
ORIG #2903 RET'D M&T
SEE CONVEYANCE YY039873 DOC ID C311 PG 3
N418CW SEE CONVEYANCE #YY039873 DOC ID C330 PG 5 & YY040015 DOC ID C330 PG 1
N870BB SEE CONVEYANCE YY039873 DOC ID C312 PG 11
N56FF SEE CONVEYANCE #YY039873 DOC ID C333 PG 25
N462CW SEE CONVEYANCE #YY039873 DOC ID C375 PG 5
N482RK SEE CONVEYANCE #YY039873 DOC ID C343 PG 79 & YY040015 DOC ID C343 PG 67
N787TA SEE CONVEYANCE #YY039873 DOC ID C329 PG 41
N793TA SEE CONVEYANCE #YY039873 DOC ID C344 PG 15
N805LX SEE CONVEYANCE #YY039873 DOC ID C322 PG 13
N821LX SEE CONVEYANCE #YY039873 DOC ID YY039873 DOC ID C324 PG 5 & YY040015
DOC ID C324 PG 1
N800VR SEE CONVEYANCE #YY039873 DOC ID C316 PG 1
N862CW SEE CONVYANCE #YY039873 DOC ID C330 PG 1
N21LL SEE CONVYANCE #YY039873 DOC ID C319 PG 1
N711AW SEE CONVEYANCE #YY039873 DOC ID C343 PG 7
N619TA SEE CONVEYANCE #YY039873 DOC ID C316 PG 29
N61HT SEE CONVEYANCE #YY039873 DOC ID C316 PG 27
N481CW SEE CONVEYANCE #YY040015 DOC ID C321 PG 15
N445PK SEE CONVEYANCE eYY040015 DOC ID C320 PG 1
N449LX SEE CONVEYANCE #YY040015 DOC ID C330 PG 5
N441LX SEE CONVEYANCE #YY040015 DOC ID C315 PG 1
N384EM SEE CONVEYANCE #YY040015 DOC ID C325 PG 1
N523PB SEE CONVEYANCE #YY040015 DOC ID C314 PG 37
N620RM SEE CONVEYANCE #YY040015 DOC ID C320 PG 1
EFTA00012709

=== Page 600 ===
EFTA00012710

=== Page 601 ===
882434
A
Insured Aircraft Title Service, Inc.
T
S
Accepted MO Jul/24/2008
WHEN REGISTERED RETURN TO
May 1, 2007
CENTRAL RECORDS
493LX
FOR A NUMBER CHANGE
-64 793TA
FAA Aircraft Registry
18 JUN 1 8 2007
Support Section
To Whom It May Concern:
Please assign N493LX to the following aircraft:
N793TA
Raytheon Aircraft Company 400A
S/N RK-244
On behalf of our customer:
Flight Options, LLC
Richmond Heights, OH 44143
The $10.00 fee has previously been paid. If you have any questions, please contact the
undersigned at 681-6663.
Thank you,
Serving the Aviation Industry for over 40 years
EFTA00012711

=== Page 602 ===
EFTA000
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAY 1 AM 9 41
OKLAHOMA CITY
OKLAHOMA

=== Page 603 ===
FORM APPROVED
OMB NO. 2120-0042
881761
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 AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 6ᵀᴴ DAY OF DEC., 2007
AM000494 Conveyance Recorded Jun/12/2008 06:14 AM FAA
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
073461314026
$5.00 12/12/2007
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 6ᵀᴴ OF DEC., 2007.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SELLER
BUDCO HOLDINGS, LLC
CHIEF FINANCIAL OFFICER
OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR BUDCO HOLDINGS,
LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012713

=== Page 604 ===
EFTA
FILED WITH FAA
AIRCRAFT DECISION
'07 DEC 12 PM 12 12
OKLAHOMA CITY
OKLAHOMA

=== Page 605 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
Accepted MO Jun/06/2008
TYPE OF REGISTRATION (Check one box)
3. Corporation
X
X
1. Individual
2. Partnership
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
12.) Flight Options, LLC
28.125% of 100%
(see Attachment dated 12/12/07)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for as igplt Options, BPC is used, physical address must also be shown.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
Chief Financial Officer
DATE
of Flight Options, LLC
12/12/07
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
#12
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012715

=== Page 606 ===
EFTA00012716
FILED WITHFAA
AIRCRAFT REGISTRATION ER
'07 DEC 12 PM 12 12
OKLAHOMA CITY
OKLAHOMA

=== Page 607 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
6
APPLICATION dated 12/12/07
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7)
12.50% of 100%
Shown on Original form hereto
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
13.)
14.)
Signatures:
Title:
Date:
Chief Financial Officer
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11
12/12/07
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application
EFTA00012717

=== Page 608 ===
EFTA00012718
FILED WITH FA
/
AIRCRAFT REGISTRATION
'07 DEC 12 PM 12 12
OKLAHOMA CITY
OKLAHOMA

=== Page 609 ===
QQ036317
091276
CERTIFIED COPY
TO BE RECORDED BY FAA
FAA RELEASE
Dated as of November 50, CONVEYANCE 2007 RECORDED
Raytheon Aircraft Credit Corporation hereby (i) releases 2007 from the terms of the Encumbrances
described and defined on Exhibit A attached hereto, all of hs Hght, title and interest in and to any
and all collateral described in and subject to the Encumbrances (including before limited to any
aircraft, engines, propellers, lease agreements, spare parts (at all ogations) proppliances (at all
locations)) and (ii) confirms that the Encumbrances and any liens and security interests created
thereby are hereby terminated.
[The remainder of this page is intentionally left blank]
SEE RECORDED CONVEYANCE
NUMBER TT 020384
DOC ID C343 PAGE 21
A/72300147.2
ong ret'l to M&T
EFTA00012719

=== Page 610 ===
FILED WITH FAA
AIRCRAFT REC.ST ATIONED
'07 DEC 4 AM 11 36
OKLANOMA CITY
OKLAHOHA

=== Page 611 ===
27
This FAA Release was executed as of the date noted above.
A/72300147.2
EFTA00012721

=== Page 612 ===

=== Page 613 ===
842188
EXHIBIT A
ENCUMBRANCES
(collectively the "Encumbrances")
1.
Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between
Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC
("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing
and Security Agreement, dated as of June 12, 2003 between RACC and FOLLC, attached
thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733, which was
supplemented by the following supplements:
Supplemental Aircraft Inventory Security Agreement dated October 27, 2003 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
November 1, 2003 and assigned Conveyance No. QQ028098
Supplemental Aircraft Inventory Security Agreement dated December 18, 2003 between
RACC, as secured party, and FOLLC, as debtor; which was recorded by the FAA on
March 29, 2004 and assigned Conveyance No. R064367
Supplemental Aircraft Inventory Security Agreement dated March 12, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
April 30, 2004 and assigned Conveyance No. E003894
Supplemental Aircraft Inventory Security Agreement dated April 8, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May
5, 2004 and assigned Conveyance No. E003915
Supplemental Aircraft Inventory Security Agreement dated May 6, 2004 between RACC,
as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 23,
2004 and assigned Conveyance No. T075758
Supplemental Aircraft Inventory Security Agreement dated July 1, 2004 between RACC,
as secured party, and FOLLC, as debtor, which was recorded by the FAA on December
1, 2005 and assigned Conveyance No. VV022039
Supplemental Aircraft Inventory Security Agreement dated June 10, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July
2, 2004 and assigned Conveyance No. TT019008
Supplemental Aircraft Inventory Security Agreement dated July 30, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
September 2, 2004 and assigned Conveyance No. TT019346
Supplemental Aircraft Inventory Security Agreement dated May 27, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
February 4, 2005 and assigned Conveyance No. TT020384
A/72300147.2
EFTA00012723

=== Page 614 ===
EFTA00012724

=== Page 615 ===
12
Supplemental Aircraft Inventory Security Agreement dated December 24, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
March 3, 2005 and assigned Conveyance No. HH039232
Supplemental Aircraft Inventory Security Agreement dated September 9, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on
April 13, 2005 and assigned Conveyance No. YY039919
2.
Aircraft Inventory Security Agreement dated as of June 21, 2005 between Flight Options,
LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on July 11,
2005 and assigned Conveyance No. X149575
3.
Aircraft Inventory Security Agreement dated as of September 7, 2005 between Flight
Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on
October 12, 2005 and assigned Conveyance No. SS023475
A/72300147.2
EFTA00012725

=== Page 616 ===
EFTA00012726
AMORATT FILED NEC WITH STRAT
'07 DEC 4 AM 11 36
OKLAHOMALITY
OKLAHOMA
copy there
and it is a true and correct
going with the original
have compared the fore-
i hereby certify that I

=== Page 617 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIEKE INCORPONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
S
APR 0 3 2007
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
V
UN 18 2007
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
X
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
13.) Flight Options, LLC
21.875% of 100%
(see Attachment dated 3/9/07)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed. (If P.O. is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE Vice President, Sec. &
DATE
of Flight Options, LLC
EACH PART OF THIS
3/9/07
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days. during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012727

=== Page 618 ===
EFTA00012728
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAR 9 AM 11 51
OKLAHOMA CITY
OKLAHOMA
a VER 0 : SHIPS

=== Page 619 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 3/9/07
001374
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
14.)
Signatures:
Title:
Date:
Vice President, Sec & CFO
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12
3/9/07
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012729

=== Page 620 ===
EFTA00012730
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2007 MAR 9 AM 11 51
OKLAHOMA OKLAHOMA CITY

=== Page 621 ===
FORM APPROVED
OMB No. 2120-0042
I
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
1
FEDERAL AVIATION ADMINISTRATION-MICE MONRONEY AERONAUTICAL CENTER
3
AIRCRAFT REGISTRATION APPLICATION
LB
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
Sold
AIRCRAFT SERIAL No.
SOLD
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
X
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
12.) Flight Options, LLC
28.125% of 100%
(see Attachment dated 3/5/07)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Tant Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE Vice President, Sec.
& CPO
of Flight Options, LLC
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
3/5/07
TITLE
DATE
#12
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012731

=== Page 622 ===
EFTA00012732
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAR 5 PM 1 38
OKLAHOMA CITY
OKLAHOMA

=== Page 623 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
35
APPLICATION dated 3/5/07
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
13.)
14.)
Signatures:
Title:
Date:
Vice President, Sec & CFO
of Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10.11
3/5/07
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012733

=== Page 624 ===
EFTA00012734
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAR 5 PM 1 38
OKLAHOMA CITY
OKLAHOMA

=== Page 625 ===
001743
U.S. Department
Flight Standards Service
of Transportation
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73125-0504
AFS-750
Federal Aviation
Toll Free: 1-
Administration
WEB Address:
April 11, 2007
NUMBER CHANGED TO CANCELLED
IATS
ATTN: JENNIFER LUDWICH
PD ROOM
DATE 04 JUN 11 2007.
Dear Sirs:
The FAA Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration Marks, on
793TA. This form authorized the use of special registration mark N493LX on Raytheon Aircraft Co,
model 400A aircraft, serial number RK-244, N793TA. The authorization form was to have been signed
and returned to this office within 5 days after the special registration number was painted on the aircraft.
It has not yet been received.
Clarification as to the status of the number change is needed so that the certificate of registration may be
issued reflecting the correct registration number. Please furnish this clarification by checking the
applicable block and signing below:
The special registration mark HAS BEEN painted on the aircraft.
X
The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date.
Please extend authorization for use of the special number. Enclosed is a $10 fee required to reserve
the number.
The special registration mark WILL NOT BE USED
Signature or aircraft owner
Acq MGR
4/27/07
Title
Date
Additional Requirements:
Flight Options, LLC
Legal Instruments Examiner
Aircraft Registration Branch
071201326548
$10.00 04/30/2007
AFS-750-103-1 (7/04)
EFTA00012735

=== Page 626 ===
EFTA00012736
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 APR 30 PM 1 10
OKLAHOMA CITY
OKLAHOMA

=== Page 627 ===
ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS
Special Registration Number
N
Aircraft Make and Model
493LX
U.S. Department
KAYTHEON AIRCRAFT COMPANY
400A
of Transportation
Present Registration Number
Federal Aviation
Serial Number
Administration
RK-244
7150010
N
793TA
Issue Date:
ICAO AIRCRAFT ADDRESS CODE
JANUARY 30, 2007
FOR N493LX = 51416115
This is your authority to change the United States registra-
tion number on the above described aircraft to the special
SOUTHEASTERN MILLS INC
registration number shown.
Carry duplicate of this form in the aircraft together with the
C/O FLIGHT OPTIONS LLC
old registration certificate as interim authority to operate the
RICHMOND HEIGHTS OH 44143-1453
aircraft pending receipt of revised certificate of registration.
Obtain a revised certificate of airworthiness from your near-
est Flight Standards District Office.
SAMAIR INC
ASCENT II LLC
The latest FAA Form 8130-6, Application
For Airworthiness on file is dated:
ET-AL
OCTOBER 01, 1999
The airworthiness classification and category:
STD TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is
placed on the aircraft. A revised certificate will then be issued.
The authority to use the special number expires:
JANUARY 30, 2008
CERTIFICATION: I certify that the special registration number was placed on the
RETURN FORM TO:
aircraft described above:
Civil Aviation Registry, AFS-750
Signature of Owner:
Oklahoma City, Oklahoma 73125-0504
Title of Owner:
Date Placed on Aircraft:
AC Form 8050-64
(5/2005) Supersedes Previous Edition
EFTA00012737

=== Page 628 ===
EFTA00012738

=== Page 629 ===
001267
A
Insured Aircraft Title Service, Inc.
-
S
DATE: 1-23-07
493LX
FEDERAL AVIATION ADMINISTRATION
-64 793TA
CENTRAL RECORDS DIVISION
OKLAHOMA CITY, OK
18 JAN 30 2007
Gentlemen:
Please reserve N
in NAME ONLY for:
Please reserve N 493LX for assignment to the following aircraft:
793TA
Raytheon
400A
RK-244
Current N#
Make
Model
Serial #
Which is (1) being purchased by:
or (2) is registered to: xx
:
Flight options, LLC
Payment of the required $10 fee per number to reserve it for one year is attached. If the
preferred N number is not available, please contact the undersigned for a selection of a
new number.
Please send the letter of confirmation or the 64 form to Insured Aircraft Title Service in
the P.D. Room.
Additional Information:
Thank you
N Number Consultant
Serving the Aviation Industry for over 35 years
EFTA00012739

=== Page 630 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 JAN 23 AM 9 25
OKLAHOMA CITY
OKLAHOMA

=== Page 631 ===
a
FORM APPROVED
OMENO. 41280d420 31
UNITED STATES OF AMERICA
72
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 ovc THE
CONVEYANCE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2007 APR 3 AM 7 52
REGISTRATION
FEDERAL AVIATION
NUMBER N 793TA
ADMINISTRATION
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 9 TH DAY OF MAR., 2007
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
BUDCO HOLDINGS, LLC
6.25% OF 100%
070681243592
RICHMOND HEIGHTS, OH 44143
$5.00 03/09/2007
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 9 TH DAY OF MAR.,
2007.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IF FOR
(TYPED OR PRINTED)
SIGN.)
SELLER
FLIGHT OPTIONS, LLC
VICE PRESIDENT
SECRETARY & CFO
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
EFTA00012741

=== Page 632 ===
EFTA00012742
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAR 9 AM 11 51
OKLAHOMA CITY
OKLAHOMA

=== Page 633 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
$ 131030
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
1356
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
CONVEYANCE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2007 APR 3 AM 7 52
REGISTRATION
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 28TH DAY OF FEB., 2007
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
9.375% OF 100%
RICHMOND HTS., OH 44143
070641340232
$5.00 03/05/2007
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 28TH OF FEB., 2007.
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
(IN INK) (IF EXECUTED FOR
(TYPED OR PRINTED)
CO-OWNERSHIP, ALL MUST
SELLER
KITTLES FLIGHT OPS,
VICE PRESIDENT. SECRETARY
LLC
& CFO OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR KITTLES FLIGHT
OPS, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012743

=== Page 634 ===
EFTA000127
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2007 MAR 5 PM 1 38
OKLAHOMA CITY
OKLAHOMA

=== Page 635 ===
FORM APPROVED(2)
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
1302
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
HK OCT 05 2006
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
X
X
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
13.) Flight Options, LLC
18.75% of 100%
(see See Attachment dated 9/12/06)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
Assistant Secretary of
DATE
ght Options, LLC
9/12/06
DATE
#13
DATE
B
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012745

=== Page 636 ===
EFTA00012746
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2006 SEP 12 PM 1 23
OKLAHOMA CITY
OKLAHOMA

=== Page 637 ===
B1303
1
ATTACHMENT TO AIRCRAFT REGISTRATION
3
APPLICATION dated 9/12/06
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
3.125% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
9.375% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
3.125% of 100%
Shown on Original form hereto
13.)
14.)
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,5,6,7,8,9,10,11,12
9/12/06
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012747

=== Page 638 ===
EFTA00012748
BR
12 PM 1 23
OKLAHOMA OKLAHOMAITY

=== Page 639 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
HK030009
081301
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
RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2006 OCT 5 PM 1 36
UNITED STATES
REGISTRATION
FEDERAL AVIATION
NUMBER N793TA
ADMINISTRATION
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 29TH DAY OF AUG., 2006
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
062551328203
$5.00 09/12/2006
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 29ᵀᴴ OF AUG., 2006.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
ASSISTANT SECRETARY
OF FLIGHT OPTIONS, LLC
TRUSTEES
ACTING AS ATTORNEY-
IN-FACT FOR
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
EFTA00012749

=== Page 640 ===
EFTA00012750
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2006 SEP 12 PM 1 23
OKLAHOMA CITY
OKLAHOMA

=== Page 641 ===
CC AUG 2 4 2006
MEMORANDUM TO THE FILE
The copy of the release recorded as conveyance number CC021266 on May
25, 2006 was imaged without the back page showing the certification as a
true copy. Attached is a copy of the back page of micro number 1356, filed
4/20/2006, recorded 5/25/2006 as conveyance number CC021266, which
shows the certification as a true copy of the original release.
EFTA00012751

=== Page 642 ===

=== Page 643 ===
EFTA00012753
a enn BR
going with the original
Thereby certify that I
fore- 2986 eAPH 11 30
OKLAHOMA CITY
OKLAHOMA

=== Page 644 ===

=== Page 645 ===
CC AUG 24 2006
MEMORANDUM TO THE FILE
The copy of the release recorded as conveyance number CC021257 on May
18, 2006 was imaged without the back page showing the certification as a
true copy. Attached is a copy of the back page of micro number 1351, filed
4/20/2006, recorded 5/18/2006 as conveyance number CC021257, which
shows the certification as a true copy of the original release.
EFTA00012755

=== Page 646 ===

=== Page 647 ===
EFTA00012757
NOO
FILED WITH FAA
88 REGISTRATION 18vyand it is a true and correct
going with the original
I hereby certify that I
fore- the compared 20 AM 11 30
OKLAHOMA CITY
OKLAHOMA

=== Page 648 ===

=== Page 649 ===
CERTIFIED COPY
TO BE RECORDED BY FAA
CC021266
101352
FAA RELEASE CONVEYANCE RECORDED
JB 2006 MAY 25
2006 MAY 25 AM 10 53
Raytheon Aircraft Credit Corporation (the "Secured Party") as
FEDERAL AVIATION
secured party under the Security Agreements described and Adefined on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreements all of its right, title and interest in and to the collateral described
in the Security Agreements.
Dated this 27th day of March
, 2006.
Raytheon Aircraft Credit Corporation
By:
Name
Title: President
SEE RECORDED CONVEYANCE
NUMBER VV021986
DOC ID C346 PAGE 17
20640/
orignetd to M&T
EFTA00012759

=== Page 650 ===
EFTA00012760

=== Page 651 ===
133533
Exhibit A
Security Agreements
Aircraft Inventory Security Agreement dated as of June 1, 2005 between Raytheon Aircraft
Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as
debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No. DD025607, as
further amended by the Amendment to the Aircraft Inventory Security Agreement dated August
19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the
FAA on September 20, 2005 as VV021531;
Aircraft Inventory Security Agreement dated as of June 8, 2005 between RACC, as secured party,
and FOLLC, as debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No.
JJ003877, as further amended by the Amendment to the Aircraft Inventory Security Agreement
dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on September 21, 2005 as Conveyance No. VV021537;
Aircraft Inventory Security Agreement dated as of June 10, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on September 21, 2005 as
Conveyance No. VV021562, as further amended by the Amendment to the Aircraft Inventory
Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as
debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021563;
Aircraft Inventory Security Agreement dated as of June 16, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 22, 2005 as Conveyance
No. Z006424, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor,
which was recorded by the FAA on September 20, 2005 as Conveyance No. VV021527;
Aircraft Inventory Security Agreement dated as of June 17, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 26, 2005 as Conveyance
No. MM028138;
Aircraft Inventory Security Agreement dated as of June 24, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 21, 2005 as Conveyance
No. HK027548; as further amended by the Amendment to Aircraft Inventory Security Agreement
dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on September 20, 2005 as Conveyance No. VV021528;
Aircraft Inventory Security Agreement dated as of June 25, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as
Conveyance No. E006796;
Aircraft Inventory Security Agreement dated as of June 30, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 15, 2005 as Conveyance
No. G006516; as further amended by the Amendment to Aircraft Inventory Security Agreement
20640/
EFTA00012761

=== Page 652 ===

=== Page 653 ===
01354
dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on September 8, 2005 as Conveyance No. VV021481;
Aircraft Inventory Security Agreement dated as of June 30, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on January 12, 2006 as
Conveyance No. VV022224;
Aircraft Inventory Security Agreement dated as of July 7, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 19, 2005 as Conveyance
No. E006332;
Aircraft Inventory Security Agreement dated as of July 9, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on October 28, 2005 as
Conveyance No. SS023538;
Aircraft Inventory Security Agreement dated as of July 19, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on August 11, 2005 as
Conveyance No. Z006556;
Aircraft Inventory Security Agreement dated as of July 19, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on July 29, 2005 as Conveyance
No. PP029006;
Aircraft Inventory Security Agreement dated as of July 23, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on November 1, 2005 as
Conveyance No. VV021846;
Aircraft Inventory Security Agreement dated as of July 27, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on October 14, 2005 as
Conveyance No. F092733;
Aircraft Inventory Security Agreement dated as of July 29, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on November 28, 2005 as
Conveyance No. VV021986;
Aircraft Inventory Security Agreement dated as of August 4, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as
Conveyance No. VV021575;
Aircraft Inventory Security Agreement dated as of August 12, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as
Conveyance No. VV021520;
Aircraft Inventory Security Agreement dated as of August 23, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as
Conveyance No. VV022131;
20640/
EFTA00012763

=== Page 654 ===
EFTA00012764

=== Page 655 ===
35555
Aircraft Inventory Security Agreement dated as of September 2, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as
Conveyance No. VV022160;
Aircraft Inventory Security Agreement dated as of September 4, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 14, 2005 as
Conveyance No. HH040608;
Aircraft Inventory Security Agreement dated as of September 14, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 28, 2005 as
Conveyance No. VV021992;
Aircraft Inventory Security Agreement dated as of September 23, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 18, 2005 as
Conveyance No. VV021967;
Aircraft Inventory Security Agreement dated as of September 26, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 29, 2005 as
Conveyance No. VV022002;
Aircraft Inventory Security Agreement dated as of September 29, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 8, 2005 as
Conveyance No. VV021887;
Aircraft Inventory Security Agreement dated as of September 29, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 3, 2005 as
Conveyance No. VV021863;
Aircraft Inventory Security Agreement dated as of October 7, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on November 3, 2005 as
Conveyance No. VV021859;
Aircraft Inventory Security Agreement dated as of October 18, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on December 2, 2005 as
Conveyance No. VV022051;
Aircraft Inventory Security Agreement dated as of October 26, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on November 10, 2005 as
Conveyance No. VV021913;
Aircraft Inventory Security Agreement dated as of October 30, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on November 10, 2006 as
Conveyance No. VV021912;
Aircraft Inventory Security Agreement dated as of November 4, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on November 17, 2005 as
Conveyance No. VV021939;
20640/
EFTA00012765

=== Page 656 ===

=== Page 657 ===
101356
Aircraft Inventory Security Agreement dated as of November 12, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on December 5, 2005 as
Conveyance No. VV022063;
Aircraft Inventory Security Agreement dated as of November 14, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on December 28, 2005 as
Conveyance No. VV022127;
Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on March 28, 2006 as
Conveyance No. HH041507;
Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as
Conveyance No. VV022149;
Aircraft Inventory Security Agreement dated as of November 24, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as
Conveyance No. VV022130;
Aircraft Inventory Security Agreement dated as of December 9, 2005, between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on February 14, 2006 as
Conveyance No. VV022477; and
Aircraft Inventory Security Agreement dated as of December 23, 2005, between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on February 2, 2006 as
Conveyance No. VV022428.
References to the above described agreements include any agreements attached thereto,
incorporated by reference therein, or described therein referencing liens, encumbrances or
security interests in favor of RACC.
(collectively the "Security Agreements").
20640/
EFTA00012767

=== Page 658 ===
EFTA00012768
for 4/20/06
9B

=== Page 659 ===
CERTIFIED COPY
TO BE RECORDED BY FAA
CC021257
881347
CONVEYANCE RECORDED
FAA RELEASE 2006
JB
2008 MAY 18 PM 1 34
Raytheon Aircraft Credit Corporation (the Secured AVIATION Party") as
ADMINIS
secured party under the Security Agreements described and defined on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreements all of its right, title and interest in and to the collateral described
in the Security Agreements.
Dated this 27th day of March
, 2006.
Raytheon Aircraft Credit Corporation
By:
Name
Title: President
SEE RECORDED CONVEYANCE
SEE RECORDED CONVEYANCE
NUMBER VV021986
NUMBER P002013
DOC ID C346 PAGE 1.7
DOC ID C 341 PAGE /
&
SEE RECORDED CONVEYANCE
NUMBER mm 027421
20640/
DOC ID C343 PAGE 1
orig retd to M&T
EFTA00012769

=== Page 660 ===
EFTA00012770

=== Page 661 ===
001348
Exhibit A
Security Agreements
Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between
Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC
("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing
and Security Agreement, dated as of June 12, 2003 between RACC and FOLLC, attached
thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733;
Supplemental Aircraft Inventory Security Agreement dated October 15, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 20, 2005 as Conveyance No. P002013;
Supplemental Aircraft Inventory Security Agreement dated November 12, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 11, 2005 as Conveyance No. P001943;
Supplemental Aircraft Inventory Security Agreement dated December 3, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 11, 2005 as Conveyance No. T076690;
Supplemental Aircraft Inventory Security Agreement dated December 9, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
February 24, 2005 as Conveyance No. KK034949;
Supplemental Aircraft Inventory Security Agreement dated December 15, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on June
23, 2005 as Conveyance No. DD025579;
Supplemental Aircraft Inventory Security Agreement dated December 17, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 19, 2005 as Conveyance No. Z004687;
Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 12, 2005 as Conveyance No. P001963;
Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
February 8, 2005 as Conveyance No. HH039060;
Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on March
3, 2005 as Conveyance No. HH039223;
20640/
EFTA00012771

=== Page 662 ===

=== Page 663 ===
001349
Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between
RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on
January 18, 2005 as Conveyance No. L077264;
Supplemental Aircraft Inventory Security Agreement dated January 14, 2005 between
RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January
31, 2005 as Conveyance No. HH038980;
Aircraft Inventory Security Agreement dated as of January 18, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on July 22, 2005 as
Conveyance No. Z006423;
Aircraft Inventory Security Agreement dated as of January 22, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on February 7, 2005
as Conveyance No. L077420;
Aircraft Inventory Security Agreement dated as of January 27, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005
as Conveyance No. RR030454;
Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on February 22, 2005
as Conveyance No. MM027421;
Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on April 29, 2005 as
Conveyance No. YY040080, as further amended by the Amendment No. 1A to the Aircraft
Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and
FOLLC, as debtor, which was recorded by the FAA on September 13, 2005 as Conveyance
No. VV021511;
Aircraft Inventory Security Agreement dated as of February 2, 2005 between RACC, as
secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as
Conveyance No. KK035074;
Aircraft Inventory Security Agreement dated as of February 3, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on May 11, 2005 as Conveyance
No. DD025405;
Aircraft Inventory Security Agreement dated as of February 4, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on March 8, 2005 as Conveyance
No. HH039251, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated April 5, 2005, between RACC, as secured party, and FOLLC, as debtor, which
was recorded by the FAA on April 7, 2005 as П036007;
20640/
EFTA00012773

=== Page 664 ===

=== Page 665 ===
001350
Aircraft Inventory Security Agreement dated as of March 18, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on May 5, 2005 as Conveyance
No. YY040151, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated April 5, 2005, between RACC, as secured party, and FOLLC, as debtor, which
was recorded by the FAA on June 21, 2005 as Conveyance No. SS022819;
Aircraft Inventory Security Agreement dated as of March 18, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on April 19, 2005 as Conveyance
No. YY039962; as further amended by the Amendment to Aircraft Inventory Security Agreement
dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on September 15, 2005 as Conveyance No. VV021521;
Aircraft Inventory Security Agreement dated as of March 25, 2005 RACC, as secured party, and
FOLLC, as debtor, which was recorded by the FAA on June 28, 2005 as Conveyance No.
X149528; as further amended by the Amendment 1A to the Aircraft Inventory Security
Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which
was recorded by the FAA on September 9, 2005 as Conveyance No. PP029412; and further
amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19,
2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA
on September 15, 2005 as Conveyance No. DD025867;
Aircraft Inventory Security Agreement dated as of March 25, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on June 2, 2005 as Conveyance
No. VV021083, as further amended by the Amendment 1A to the Aircraft Inventory Security
Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which
was recorded by the FAA on August 26, 2005 as Conveyance No. RR031704;
Aircraft Inventory Security Agreement dated as of April 1, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on May 4, 2005 as Conveyance
No. YY040150; as further amended by the Amendment to Aircraft Inventory Security Agreement
dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on October 19, 2005 as Conveyance No. VV021726;
Aircraft Inventory Security Agreement dated as of April 8, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on April 27, 2005 as Conveyance
No. YY040046, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor,
which was recorded by the FAA on September 19, 2005 as Conveyance No. VV021526;
Aircraft Inventory Security Agreement dated as of April 28, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on June 7, 2005 as Conveyance
No. VV021131;
Aircraft Inventory Security Agreement dated as of May 2, 2005 between RACC, as secured party,
and FOLLC, as debtor, which was recorded by the FAA on June 8, 2005 as Conveyance No.
HH039708, as further amended by the Amendment to the Aircraft Inventory Security Agreement
20640/
EFTA00012775

=== Page 666 ===

=== Page 667 ===
001351
dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was
recorded by the FAA on September 26, 2005 as Conveyance No. VV021591;
Aircraft Inventory Security Agreement dated as of May 13, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on June 16, 2005 as Conveyance
No. SS022777, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor,
which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021523; and
Aircraft Inventory Security Agreement dated as of May 20, 2005 between RACC, as secured
party, and FOLLC, as debtor, which was recorded by the FAA on August 3, 2005 as Conveyance
No. R066884, as further amended by the Amendment to the Aircraft Inventory Security
Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor,
which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021568.
References to the above described agreements include any agreements attached thereto,
incorporated by reference therein, or described therein referencing liens, encumbrances or
security interests in favor of RACC.
(collectively the "Security Agreements").
I Isdi vithes ydearl I
-erol edit avsd
U68
SO
30
Isnigho edit ritiw gning
toenoo bne sunt S ai 11 bns
UTED
MILH EVV
EFTA00012777

=== Page 668 ===
of
9002/02 It ml
EFTA00012778

=== Page 669 ===
VV022205
555780
CONVEYANCE
RECORDED
FAA PARTIAL RELEASE
2006 JAN 11 PM 2 07
Raytheon Aircraft Credit Corporation (the "Secured
secured party under the Security Agreement described and defined ATHON
ADMINIST
Exhibit A- attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
Dated this 8th day of December. 2005.
Raytheon Aircraft Credit Corporation
By:
Title: President
20640/
EFTA00012779

=== Page 670 ===
EFTA00012780
AIRCRAFT WITH F F A TRATION BR
'05 DEC 29 PM 3 28
OKLAHOMA CITY

=== Page 671 ===
24
Exhibit A
FAA Partial Release
Security Agreement
Aircraft Inventory Security Agreement dated as of January 28, 2005 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan
Financing and Security Agreement, dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached
thereto as Exhibit A), recorded by the FAA on February 22, 2005 as
Conveyance No. MM027421 (collectively the "Security Agreement").
Released Aircraft Interest
Three and one-eighth percent (3.125%) undivided interest (representing the
undivided interest conveyed to Air Leader, Inc.) in and to the Aircraft
defined below (the "Released Aircraft Interest").
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 model
JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257 (collectively the "Aircraft"). The engines
described above are in excess of 750 rated takeoff horsepower.
20640
EFTA00012781

=== Page 672 ===
EFTA00012782
AIRCRAFT WITH FAN BR
'05 DEC 29 PM 3 28
OKLAHOMA CITY

=== Page 673 ===
FORM APPROVED
OMB No. 2120-0042
2
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-M MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
12397
3
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
W JAN 05 2006
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
x4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
14.) Flight Options, LLC
12.50% of 100%
See Attachment
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
sistant Secretary of
DATE
t Options, LLC
12-29-05
DATE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012783

=== Page 674 ===
EFTA00012784
FILED WITHFAA
AIRCRAFT Rt ISTRATION BR
05 DEC 29 PM 3 28
OKLAHOMA CITY
OKLAHOMA

=== Page 675 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
23
APPLICATION
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
3.125% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
12.50% of 100%
Shown on Original form hereto
9.)
9.375% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
3.125% of 100%
Shown on Original form hereto
14.)
le:
Date:
sistant Secretary of
ght Options, LLC
ting as Attorney-in-Fact for
12-29-05
2,3,4,5,6,7,8,9,10,11,12,13
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012785

=== Page 676 ===
EFTA00012786
'05 DEC 29 PM 3 28
AIRCRED WITH FAND BR
OKLAHOMOMATY

=== Page 677 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
23
VV022178
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
CONVEYANCE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2006 JAN 5 AM 8 07
REGISTRATION
NUMBER N 793TA
FEDERAL AVIATION
ADMINISTRATION
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 13ᵀᴴ DAY OF DEC., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
AIR LEADER, INC.
3.125% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13TH DAY OF DEC.,
2005.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, L
ASSISTANT
SECRETARY
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
9002/08/21 00'$$
053640658436
EFTA00012787

=== Page 678 ===
EFTA00012788
'05 AIRCRAFT DEC 29 3 28
OKLAHOMA CITY

=== Page 679 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
VV022177
022396
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
AIRCRAFT BILL OF SALE
CONVEYANCE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
RECORDED
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2006 JAN 5 AM 8 07
UNITED STATES
REGISTRATION
FEDERAL AVIATION
NUMBER N 793TA
ADMINISTRATION
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 23RD DAY OF SEPT., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
EMERIL AIR, LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 23RD DAY OF SEPT.,
2005.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LL
ASSISTANT
SECRETARY
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
EFTA00012789

=== Page 680 ===
EFTA00012790
AIRCRAFT WITH FATION BR
05 OKLAHOMOMAITY DEC 29 PM 3 28

=== Page 681 ===
VV021989
098546
CONVEYANCE
RECORDED
FAA PARTIAL RELEASE
2005 NOV 28 AM 8 26
Raytheon Aircraft Credit Corporation (the "Securfed Party AASON
ADMINISTRATION
secured party under the Security Agreement described and defined on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
Dated this 4th day of October , 2005.
Raytheon Aircraft Credit Corporation
By:
Title: President
20640
EFTA00012791

=== Page 682 ===
EFTA00012792
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 OCT 6 AM 10 46
OKLAHOMA CITY
OKLAHOMA

=== Page 683 ===
4)
Exhibit A
FAA Partial Release
Security Agreement
Aircraft Inventory Security Agreement dated as of January 38, 2005 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan
Financing and Security Agreement, dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached
thereto as Exhibit A), recorded by the FAA on February 22, 2005 as
Conveyance No. MM027421 (collectively the "Security Agreement").
Released Aircraft Interest
Six and one-fourth percent (6.25%) undivided interest (representing the
undivided interest conveyed to Emeril Legasse) in and to the Aircraft
defined below (the "Released Aircraft Interest").
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 model
JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257
20640
EFTA00012793

=== Page 684 ===
EFTA00012794
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 OCT 6 AM 10 46
OKLAHOMA CITY
OKLAHOMA

=== Page 685 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE--RECORDATION
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
DATE EXECUTED
Aircraft Inventory Security Agreement
7-29-2005
FROM
DOCUMENT NO.
Flight Options LLC
VV021986
TO OR ASSIGNED TO
DATE RECORDED
Raytheon Aircraft Credit Corp
11-28-05
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 11
N254CW
N288CW
N427CW
N731TA
N802TA
N491CW
N471CW
N793TA
N826CW
N789TA
N720TA
Engines:
Williams-Rolls FJ44-1A
1320
1321
1445
1446
P&W Canada JT15D-5
PCE-100233
PCE-100244
PCE-JA0316
PCE-JA0317
P-100360
P-100361
PCE-JA0089
PCE-JA0091
PCE-JA0256
PCE-JA0257
PCE-JA0308
PCE-JA0307
Honeywell Intl TFE731-5BR
P-107448
P-107449
TFE731-5R
P-91105
P-91152
P-107215
P-107214
ENGINES
TOTAL NUMBER INVOLVED 22
MAKE(S)
SERIAL
See Above
NO. See Above
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS --LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N254CW, serial 525-0154, Cessna 525
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012795

=== Page 686 ===

=== Page 687 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
IJ SEP 13 2005
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
12.) Flight Options, LLC
21.875% of 100%
See Attachment dated 7-29-05)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
hust sign. Use reverse side if necessary.
sistant Secretar
DATE
ight Options, LLC
7-29-05
DATE
#12
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00012797

=== Page 688 ===
EFTA00012798
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JUL 29 AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 689 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
dated 7-29-05
71718
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
3.125% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
12.50% of 100%
Shown on Original form hereto
9.)
9.375% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
13.)
Signatures:
Title:
Date:
int Secretary of
Options, LLC
as Attorney-in-Fact for
4,5,6,7,8,9,10,11
7-29-05
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012799

=== Page 690 ===
EFTA00012800
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JUL 29 AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 691 ===
FORM APPROVED
JJ004H NO. 2120-0042
UNITED STATES OF AMERICA
71716
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVCONEEYANCE RECORDED
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
2
AND BENEFICIAL TITLE OF THE AIRCRAFT DES
CRIBED AS FOLLOWS:
2005
SEP
13
AM
3345
UNITED STATES
FEDERAL AVIATION
REGISTRATION
ADMINISTRATION
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 25ᵀᴴ DAY OF JULY, 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25ᵀᴴ OF JULY, 2005.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
RONALD A. ELENBA
ASSISTANT SECRETARY
OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR RONALD
A. ELENBAAS
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
9002/67/40 00'$$
910051101250
EFTA00012801

=== Page 692 ===
EFTA00012802
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JUL 29 AM 10 54
OKLAHOMA CITY
OKLAHOMA

=== Page 693 ===
JJ004445
081539
FAA PARTIAL RELEASENVEYANCE RECORDED
r
2005 SEP 13 AM B 45
Raytheon Aircraft Credit Corporation (the "Secured Party") as
FEDERAL AVIATION
secured party under the Security Agreement described Nind Received on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
Dated this 29th day of July
, 2005.
Raytheon Aircraft Credit Corporation
By:
Title: President
SEE RECORDED CONVEYANCE
NUMBER MM027421
DOC ID C343 PAGE 1
20640
EFTA00012803

=== Page 694 ===
EFTA00012804
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JUL 29 AM 11 25
OKLAHOMA CITY
OKLAHOMA

=== Page 695 ===
Exhibit A
FAA Partial Release
Security Agreement
Supplemental Aircraft Inventory Security Agreement dated as of June 12
2003 between Raytheon Aircraft Credit Corporation, as secured party, and
Flight Options, LLC, as debtor (with the Amended and Restated Aircraft
Dealer Floor Plan Financing and Security Agreement, dated as of June 12,
2003 between Raytheon Aircraft Credit Corporation and Flight Options,
LLC, attached thereto), recorded by the FAA on July 17, 2003, as
Conveyance Number S122733; further secured by the Supplemental Aircraft
Security Agreement dated January 28, 2005 between Raytheon Aircraft
Credit Corporation, as secured party, and Flight Options, LLC, as debtor,
recorded by the FAA on February 22, 2005 as Conveyance No. MM027421
(collectively the "Security Agreement").
Released Aircraft Interest
Six and one-fourth percent (6.25%) undivided interest (representing the
undivided interest conveyed Flight Options, LLC) in and to the Aircraft
defined below (the "Released Aircraft Interest").
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and United States Registration
Number N793TA, together with two (2) Pratt & Whitney Canada, LTD.
model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257. The engines described above are in excess of
750 rated takeoff horsepower.
20640
EFTA00012805

=== Page 696 ===
EFTA00012806
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JUL 29 AM 11 25
OKLAHOMA CITY
OKLAHOMA

=== Page 697 ===
FORM APPROVED
a
OMB No. 2120-0042
a
INITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
2
FEDERAL AVIATION ADMENISTRATION-MIE MONRONEY AERONAUTICAL CENTER
NEW
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
LA
W
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
KK
JUL 1 8 2005
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
13.) Flight Options, LLC
18.75% of 100%
See Attachment dated 5-19-05)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
se reverse side if necessary.
Secretary
DATE
tions, LLC
5-19-05
DATE
3
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012807

=== Page 698 ===
EFTA00012808
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 699 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 51905
02034
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
3.125% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
12.50% of 100%
Shown on Original form hereto
10.)
9.375% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
3.125% of 100%
Shown on Original form hereto
13.)
Date:
ant Secretary of
Options, LLC
as Attorney-in-Fact for
,4,5,6,7,8,9,10,11,12
5-19-05
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012809

=== Page 700 ===
EETA00012810
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 701 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
KK035806 882891
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
CONVEYANCE RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2005 JUL 18 PM 3 25
REGISTRATION
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 1ST DAY OF MAY, 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1ST OF MAY, 2005.
NAME (S) OF SELLER
SIGNATURE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
COLAS, INC.
Just (IN INK) (IF EXECUTED FOR
CO-OWNERSHIP. ALL MUST SIGN.)
ASSISTANT SECRETARY
JAMES R. DAUTERMAN
OF FLIGHT OPTIONS, LLC
ACTING AS ATTORNEY-
IN-FACT FOR COLAS,
INC.
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
900Z/6T/90 00'S$
905825T6ET90
EFTA00012811

=== Page 702 ===
EFTA00012812
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 703 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
KK035805
02032
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
CONVEYANCE RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2005 JUL 18 PM 3 25
REGISTRATION
NUMBER N 793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 19th DAY OF APR., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
3.125% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19TH DAY OF APR.,
2005.
NAME (S) OF SELLER
TITLE
(TYPED OR PRINTED)
PED OR PRINTED)
SELLER
FLIGHT OPTIONS, LLC
ISTANT
RETARY
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
EFTA00012813

=== Page 704 ===
EFTA00012814
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 705 ===
KK035804
CONVEYANCE RECORDED
FAA RELEASE
2005 JUL 18 PM 3 20
Raytheon Aircraft Credit Corporation (the "Secured Party") as
FEDERAL AVIATION
ADMINISTRATION secured
party under the Security Agreement described and defined on Exhibit A
attached hereto, hereby releases from the terms of the Security Agreement
all of its right, title and interest in and to the Aircraft described and defined
on Exhibit A attached hereto.
Dated this 5th day of January , 2005.
Raytheon Aircraft Credit Corporation
By
Title: President
20640
EFTA00012815

=== Page 706 ===
EFTA00012816
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 707 ===
002040
Exhibit A
FAA Release
Security Agreement
Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as
debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and
Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit
Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17,
2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft
Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation,
as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on February 4,
2005,05 CONVEYANCE No. TTO20384 (collectively the "Security Agreement"). The Aircraft
remains subject to the Supplemental Aircraft Security Agreement dated October 4, 2004
between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, filed with the FAA on October 4, 2004 but not yet recorded; and further
secured by the Supplemental Aircraft Security Agreement dated October 15, 2004
between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, recorded by the FAA on January 20, 2005, as Conveyance No P002013; and further
secured by the Supplemental Aircraft Security Agreement dated December 9, 2004
between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, filed with the FAA on December 9, 2004 but not yet recorded.
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial
number RK-244 and United States Registration Number N793TA, together with two (2)
Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's
serial numbers PCE-JA0256 and PCE-JA0257
20640
EFTA00012817

=== Page 708 ===
EFTA000128
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 709 ===
KK035803
002037
FAA PARTIAL RELEASE
CONVEYANCE RECORDED
2005 JUL 18 PM 3 20
Raytheon Aircraft Credit Corporation (the "Secured Party as
FEDERAL AVIATION
secured party under the Security Agreement described and defined
ADMINISTRATION on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
SEE RECORDED CONVEYANCE
NUMBER mmg027421
Dated this 3rd day of February
2005. DOC ID 343 PAGE
.
Raytheon Aircraft Credit Corporation
By:
Nan
Title: President
20640/
EFTA00012819

=== Page 710 ===
FILED WITH FAA
AIRCRAFT REGISTRATION RR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 711 ===
02038
Exhibit A
FAA Partial Release
Security Agreement
Aircraft Inventory Security Agreement dated as of January 28, 2005 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan
Financing and Security Agreement, dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached
thereto as Exhibit A), recorded by the FAA on February 22, 2005as conveyance No.
MM027421 (collectively the "Security Agreement").
Released Aircraft Interest
Three and one-eights percent (3.125%) undivided interest (representing the
undivided interest conveyed to
in and to the Aircraft
defined below (the "Released Aircraft Interest")
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and United States Registration
Number N793TA, together with two (2) Pratt & Whitney Canada, LTD.
model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257 (collectively the "Aircraft").
20640/
EFTA00012821

=== Page 712 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 713 ===
KK035802 082035
CONVEYANCE RECORDED
FAA PARTIAL RELEASE
2005 JUL 18 PM 3 20
Raytheon Aircraft Credit Corporation (the "Secured Party") as FEDERAL AVIATION
ADMINISTRATION
party under the Security Agreement described and defined on Exhibit A
attached hereto, hereby releases from the terms of the Security Agreement
all of its right, title and interest in and to the Released Aircraft Interest
described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
Dated this 5th day of January , 2005.
Raytheon Aircraft Credit Corporation
By:
Title: President
20640
EFTA00012823

=== Page 714 ===
EFTA00012824
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 715 ===
02036
Exhibit A
FAA Partial Release
Security Agreement
Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as
debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and
Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit
Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17,
2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft
Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation,
as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on February 4,
2005,99 conveyance No TTo20384, further secured by the Supplemental Aircraft Security
Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as
secured party, and Flight Options, LLC, as debtor, filed with the FAA on October 4, 2004
but not yet recorded; and further secured by the Supplemental Aircraft Security
Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as
secured party, and Flight Options, LLC, as debtor, recorded by the FAA on January 20,
2005, as Conveyance P002013, and further secured by the Supplemental Aircraft Security
Agreement dated December 9, 2004 between Raytheon Aircraft Credit. Corporation, as
secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 9,
2004 but not yet recorded (collectively the "Security Agreement").
Released Aircraft Interest
Three and one-eighths percent (3.125%) undivided interest (representing the undivided
interest conveyed
) in and to the Aircraft defined below (the
"Released Aircraft Interest").
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial
number RK-244 and United States Registration Number N793TA, together with two (2)
Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's
serial numbers PCE-JA0256 and PCE-JA0257
20640
EFTA00012825

=== Page 716 ===
EFTA00012826
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAY 19 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 717 ===
YY040039
7
CONVEYANCE
FAA RELEASE
RECORDED
2005 APR 26 PM 1 27
Raytheon Aircraft Credit Corporation (the "Secured Party") as
FEDERAL AVIATION
secured party under the Security Agreement described Mand defined on
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Aircraft described
and defined on Exhibit A attached hereto.
SEE RECORDED CONVEYANCE
NUMBER S122733eta
Dated this 15th day of April , 2005. DOC ID C341 PAGE /
Raytheon Aircraft Credit Corporation
By:
Name
Title: President
20640/
EFTA00012827

=== Page 718 ===
EFTA00012828
FILED WITH FAA
AIRCRAFT REGISTRATION BP
2005 APR 21 PM 2 01
OKLAHOMA CITY
OKLAHOMA
visa

=== Page 719 ===
71710
Exhibit A
FAA Release
Security Agreement
Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as
debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and
Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit
Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17,
2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft
Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit
Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA
on April 7, 2005 as Conveyance No. YY039873; and further secured by the
Supplemental Aircraft Security Agreement dated October 15, 2004 between Raytheon
Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor,
recorded by the FAA on January 20, 2005 as Conveyance No. P002013 (collectively the
"Security Agreement").
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial
number RK-244 and United States Registration Number N793TA, together with two (2)
Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's
serial numbers PCE-JA0256 and PCE-JA0257
20640
EFTA00012829

=== Page 720 ===
EFTA00012830
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 APR 21 PM 2 01
OKLAHOMA CITY
OKLAHOMA

=== Page 721 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDER a AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
-
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
YY APR 26 2005
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
13.) Flight Options, LLC
15.625% of 100%
(see Attachment dated 4-19-05)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural' Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
must sign. Use reverse side if necessary.
sistant Secretary
DATE
ight Options, LLC
4-19-05
DATE
#13
SIGNATORE
DATE
EAC
AP
BE
B
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012831

=== Page 722 ===
EFTA00012832
FILED WITH FAA
AIRCRAFT REGISTRATION B.R
2005 APR 19 AM 9 57
OKLAHOMA CITY
OKLAHOMA

=== Page 723 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-19-05
080682
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
12.50% of 100%
Shown on Original form hereto
11.)
9.375% of 100%
Shown on Original form hereto
12.)
6.25% of 100%
Shown on Original form hereto
13.)
Signatures:
Title:
Date:
ssistant Secretary of
ight Options, LLC
cting as Attorney-in-Fact for
1,2,3,4,5,6,7,8,9,10,11,12
4-19-05
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012833

=== Page 724 ===
EFTA00012834
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 APR 19 AM 9 57
OKLAHOMA CITY
OKLAHOMA

=== Page 725 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
000678
ADMINISTRATION
YY040038
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 ovc THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CONVEYANCE
CRIBED AS FOLLOWS:
RECORDED
UNITED STATES
REGISTRATION
2005 APR 26 AM 11 54
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
RAYTHEON AIRCRAFT COMPANY 400A
ADMINISTRATION
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 12TH DAY OF APR., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
JHPH, LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 12TH DAY OF APR.,
2005.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, I
ASSISTANT
SECRETARY
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
S00Z/6T/to 00'S$
EFTA00012835

=== Page 726 ===
EFTA00012836
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 APR 19 AM 9 57
OKLAHOMA CITY
OKLAHOMA

=== Page 727 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
088679
ADMINISTRATION
YY040037
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-
CONVEYANCE
CRIBED AS FOLLOWS:
RECORDED
UNITED STATES
REGISTRATION
2005 APR 26 AM 11 54
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
RAYTHEON AIRCRAFT COMPANY 400A
ADM NISTRATION
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 6 TH DAY OF APR., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
KITTLES FLIGHT OPS, LLC
9.375% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 TH DAY OF APR.,
2005.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LL
SSISTANT
CRETARY
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
EFTA00012837

=== Page 728 ===
EFTA00012838
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 APR 19 AM 9 57
OKLAHOMA CITY
OKLAHOMA

=== Page 729 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
000680
ADMINISTRATION
YY040036
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
CONVEYANCE
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 APR 26 AM 11 54
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 6ᵀᴴ DAY OF APR., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
RAF REAL ESTATE SERVICES, LLC
12.50% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 DAY OF APR.,
2005.
NAME (S) OF SELLI
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, L
SSISTANT
ECRETARY
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012839

=== Page 730 ===
EFTA00012840
AIRCRAFT REGISTRATION
BR
2005 APR 19 AM 9 57
OKLAHOMA CITY
OKLAHOMA

=== Page 731 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT
10/4/2004
(SEE MASTER N798TA, CONV.# S122733, C306, PG 1)
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
YY039873
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT CREDIT CORP
4-7-05
THE-FOLLOWING COLLATERAL IS COVERED BY-THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 16
N402CW
N418CW
N422CW
N456CW
N462CW
N482CW
N787TA
N793TA
N729TA
N754TA
N816CW
N862CW
N316CW
N605TA
N619TA
N257CW
ENGINES
TOTAL NUMBER INVOLVED 32
MAKE(S)
SERIAL
SEE ATTACHED LIST
NO. SEE ATTACHED LIST
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N798TA, S/N RK-198, RAYTHEON AIRCRAFT CO 400A
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012841

=== Page 732 ===

=== Page 733 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
XX
AIRCRAFT MANUFACTURER & MODEL
APR 05 2005
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
I
1
TYPE OF REGISTRATION (Check one box)
D'
1. Individual
2. Partnership
3. Corporation
X4. Co-owner
5. Gov't.
8. Non-Citizen
E
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
10.) Flight Options, LLC
43.75% of 100%
(see Attachment dated 3105)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
- ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
must sign. Use reverse side if necessary.
sistant Secretary
DATE
ight Options, LLC.
3-05
#10
DATE
DATE
BE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012843

=== Page 734 ===
EFTA00012844
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAR 1 PM 1:11
OKLAHOMA CITY
OKLAHOMA

=== Page 735 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 3-1-05
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
17
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
11.)
12.)
Signatures:
Title:
Date:
ant Secretary of
Options, LLC
as Attorney-in-Fact for
4,5,6,7,8,9
3-05
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012845

=== Page 736 ===
EFTA00012846
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAR 1 PM 1 11
OKLAHOMA CITY
OKLAHOMA

=== Page 737 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
XX028521
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CONVEYANCE RECORDED
881168
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 APR 5 AM 10 26
NUMBER N 793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 27TH DAY OF DEC., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
DOCKERY LEASING CORPORATION
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH DAY OF DEC.,
2004.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LI
SSISTANT
ECRETARY
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
SOOZ/TO/80 00'S$
050601314323
EFTA00012847

=== Page 738 ===
EFTA00012848
BR
1 PM 1 11
OKLAHOMA OKLAHOMATY

=== Page 739 ===
XX028520
FAA PARTIAL RELEASEORVEYANCE RECORDED
001171
2004 APR 5. AM 9 41
Raytheon Aircraft Credit Corporation (the Secured Party") as
secured party under the Security Agreement described.,and ADMINIS defined on
AVIATION
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto.
As to all collateral covered by the Security Agreement except the
Released Aircraft Interest, the Security Agreement shall remain in full force
and effect.
SEE RECORDED CONVEYANCE
NUMBER mmoa74a1 5122753 (Supp
Dated this 3RD day of February
. 2005. DOC ID C343 PAGE 1
Raytheon Aircraft Credit Corporation
By:
Name
Title: President
20640/
EFTA00012849

=== Page 740 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAR 1 PM 1 11
OKLAHOMA CITY
OKLAHOMA
may

=== Page 741 ===
Exhibit A
FAA Partial Release
01172
Security Agreement
Aircraft Inventory Security Agreement dated as of January 28, 2005 between
Raytheon Aircraft Credit Corporation, as secured party, and Flight Options,
LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan
Financing and Security Agreement, dated as of June 12, 2003 between
Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached
thereto as Exhibit A), filed with the FAA on January 28, 2005 but not yet
recorded (collectively the "Security Agreement").
Released Aircraft Interest
Six and one-fourth percent (6.25%) undivided interest (representing the
undivided interest conveyed to Dockery Leasing Corporation) in and to
the Aircraft defined below (the "Released Aircraft Interest")
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and United States Registration
Number N793TA, together with two (2) Pratt & Whitney Canada, LTD.
model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257 (collectively the "Aircraft").
20640/
EFTA00012851

=== Page 742 ===
EFTA00012852
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 MAR 1 PM 1 11
OKLAHOMA CITY
OKLAHOMA

=== Page 743 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
SECURITY AGREEMENT
01/28/05
FROM
DOCUMENT NO.
FLIGHT OPTIONS
MM027421
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT CREDIT CORP
February 22, 2005
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 3
N698CW (31.25%)
N811CW (18.75%)
N793TA (50.00%)
GENERAL ELECTRIC CF34-3A
350125
350156
HONEYWELL INTERNATIONAL TFE731-5R
P91122
P91123
PRATT & WHITNEY CANADA JT15D-5
PCE-JA0256
PCE-JA0257
ENGINES
TOTAL NUMBER INVOI VED 6
MAKE(S)
SERIAL
SEE ABOVE
NO. SEE ABOVE
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS --LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N698CW 3008 CANADAIR CL-601-2A12
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012853

=== Page 744 ===

=== Page 745 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
cas
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
5
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
FEB 22 2005
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
9.) Flight Options, LLC
50.00% of 100%
(see Attachment dated 1-27-05)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
), or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence. of ownership is attached or has been filed with the Federal Aviation Administration.
n. Use reverse side if necessary.
int Secretary
DATE
Otpions, LLC
1-27-05
DATE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012855

=== Page 746 ===
EETA00012856
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 3 04
OKLAHOMA CITY
OKLAHOMA

=== Page 747 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
dated 1-2705
282876
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
wning an undivided
Interest of:
Address:
1.)
12.50% of 100%
Shown on Original form hereto
2.)
6.25% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
3.125% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
10.)
11.)
12.)
Signatures:
Title:
Date:
stant Secretary of
Options, LLC
g as Attorney-in-Fact for
3,4,5,6,7,8
1-27-05
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012857

=== Page 748 ===
EFTA00012858
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 3 04
OKLAHOMA CITY
OKLAHOMA

=== Page 749 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
27417
002074
ADMINISTRATION
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DESONVEYANCE RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 FEB 22
PM 4 11
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 27TH DAY OF JAN., 2005
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
25.00% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH OF JAN., 2005.
NAME (S) OF SEL
TITLE
(TYPED OR PRINTE
(TYPED OR PRINTED)
SELLER
MICHELS PIPELINI
SISTANT SECRETARY
CONSTRUCTION, Il
FLIGHT OPTIONS, LLC
TING AS ATTORNEY-
IN-FACT FOR MICHELS
PIPELINE CONSTRUCTION,
INC.
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
9002/2020 00'S$
Z/S/TST/ZOSO
EFTA00012859

=== Page 750 ===
EFTA00012860
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 3 04
OKLAHOMA CITY
OKLAHOMA

=== Page 751 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
to
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
3
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
AIRCRAFT SERIAL No.
Sold
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
10.) Flight Options, LLC
25.00% of 100%
See Attachment dated 1-25-05)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
Use reverse side if necessary.
C Secretary DATE
ptions, LLC
1-25-05
DATE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012861

=== Page 752 ===
EFTA00012862
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA

=== Page 753 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 1-25-05
001914
1
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Secretary of
ons, LLC
Attorney-in-Fact for
6,7,8,9
1-25-05
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012863

=== Page 754 ===
EFTA00012864
FILED WITH FAA
AIRCRAFT RECISTRATION BP.
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA

=== Page 755 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
M'M
027416
881912
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- CONVEYANCE RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 FEB
22 PM 4 08
NUMBER N 793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 20TH DAY OF DEC., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
PRIME TIME ASSOCIATES, LLC
6.25% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20TH DAY OF DEC.,
2004.
NAME (S) OF SE
TITLE
(TYPED OR PRINT
PED OR PRINTED)
SELLER
FLIGHT OPTIONS
STANT
RETARY
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
EFTA00012865

=== Page 756 ===
EFTA00012866
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA
NUMBER
ANDOLLED

=== Page 757 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
027415
191911
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- CONVEYANCE RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 FEB 22 PM 4 08
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 20TH DAY OF DEC., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20TH OF DEC., 2004.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
COG OPERATING, L
SISTANT SECRETARY
FLIGHT OPTIONS, LLC
TING AS ATTORNEY-
IN-FACT FOR COG
OPERATING, LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012867

=== Page 758 ===
EFTA00012868
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA

=== Page 759 ===
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
B1
ADMINISTRATION
AIRCRAFT BILL OF SALE
MM027414
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:
CONVEYANCE RECORDED
UNITED STATES
REGISTRATION
NUMBER N 793TA
2005 FEB 22 PM 4 08
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
RAYTHEON AIRCRAFT COMPANY 400A
ADMINISTRATION
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 10TH DAY OF DEC., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
ASCENT II, LLC
3.125% OF 100%
RICHMOND HEIGHTS, OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 10TH DAY OF DEC.,
2004.
NAME (S) OF SEL
TITLE
(TYPED OR PRINTE
TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS,
SSISTANT
ECRETARY
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012869

=== Page 760 ===
EFTA00012870
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA
AMOUNT

=== Page 761 ===
FORM APPROVED
GET
OMB NO. 2120-0042
081989
6
UNITED STATES OF AMERICA
1
3
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
MM027413
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 ovc THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DEONVEYANCE RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2005 FEB 22 PM 4 08
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 10ᵀᴴ DAY OF DEC., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 10TH OF DEC., 2004.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
MCHALE-MATTSSN
ISTANT SECRETARY
INTERESTS, LLC
LIGHT OPTIONS, LLC
TING AS ATTORNEY-
FACT FOR MCHALE-
MATTSON INTERESTS,
LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
9002/27/10 00'S$
EFTA00012871

=== Page 762 ===
EFTA00012872
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2005 JAN 27 PM 2 04
OKLAHOMA CITY
OKLAHOMA

=== Page 763 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
Supplemental Aircraft Inventory Security Agreement
5-27-04
FROM
DOCUMENT NO.
Flight Options LLC
T020384
TO OR ASSIGNED TO
DATE RECORDED
Raytheon Aircraft Credit Corp
2/4/05
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 7
N793TA
N898TA
N437CW
N495CW
N862CW
N813CW
N435CW
Pratt & Whitney Canada LTD JT15D-5
PCEJA0256
PCEJA0257
PCEJA0360
PCEJA0364
PCEJA0240
PCEJA0243
PCE100191
PCE100192
PCE100250
PCE100225
Honeywell International Inc TFE731-5BR
P91243
P91241
P107356
P107368
ENGINES
TOTAL NUMBER INVOLVED 14
MAKE(S)
SERIAL
SEE ABOVE
NO. SEE ABOVE
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOI VED
LOCATION
RECORDED CONVEYANCE FILED IN: N798TA
Raytheon Aircraft Co 400A sn RK198 see document S122733 C305 pg 1
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012873

=== Page 764 ===
7
\
of

=== Page 765 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE--RECORDATION
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
DATE EXECUTED
SUPPLEMENT AIRCRAFT INVENTORY SECURITY AGREEMENT
10/15/04
(SEE CONVEYANCE #S122733, C306, PG. 1)
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC
P002013
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT CREDIT CORP
1-20-05
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 9
N405CW
N437CW
N712TA
N793TA
N427CW
N380CW
N617TA
N813CW
N828CW
ENGINES
PRATT & WHITNEY CANADA LTD
JT15D-5
PCE-JA0383
PCE-JA0381
PCE-JA0240
PCE-JA0243
PCE-JA0139
PCE-JA0140
PCE-JA0256
PCE-JA0257
PCE-100233
PCE-100244
HONEYWELL INTERNATIONAL INC
TFE731-3
P-87175
P-87200
PRATT & WHITNEY CANADA LTD
PT6A-42
PCE-PJ0483
PCE-PJ0479
HONEYWELL INTERNATIONAL INC
TFE731-5BR
P-107356
P-107368
P-107391
P-107412
ENGINES
TOTAL NUMBER INVOLVED 18
MAKE(S)
SERIAL
SEE ABOVE LIST
NO.
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS --LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-198
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012875

=== Page 766 ===

=== Page 767 ===
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
A
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
4
AIRCRAFT REGISTRATION APPLICATION
on
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
Q
NOV 16 2004
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
10.) Flight Options, LLC
25.00% of 100%
See Attachment dated 10-14-04)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18. Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration
sign. Use reverse side if necessary.
tant Secretary
DATE
ht Options,
LLC
10-14-04
DATE
F10
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012877

=== Page 768 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 14 PM 3 27
OKLAHOMA CITY
OKLAHOMA

=== Page 769 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 101404
242446
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Secretary of
tions, LLC
Attorney-in-Fact for
6,7,8,9
10-14-04
ident of
Travel Air Co.
Attorney-in-Fact for
#5
William J. Wallisch
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012879

=== Page 770 ===
EFTA00012880
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 14 PM 3 27
OKLAHOMA CITY
OKLAHOMA

=== Page 771 ===
802447
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
3.125% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,4,6,7,8,9
Vice President of
Raytheon Travel Air Co.
Acting as Attorney-in-Fact for
#5
Assistant Secretary of Flight Options,
LLC for #10
By signing above, the applicant agrees and stipulates (I)'to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Application, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of
this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when
so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012881

=== Page 772 ===
EFTA00012882
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 14 PM 3 27
OKLAHOMA CITY
OKLAHOMA

=== Page 773 ===
002444
FORM APPROVED
OMB NO. 2130-0042 3
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
AIRCRAFT BILL OF SALE
CONVEYANCE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
UNITED STATES
2004 NOU 16 AM 2 52
REGISTRATION
NUMBER N 793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON AIRCRAFT COMPANY 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 15th DAY OFOCT., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do NOT WRITE IN THIS BLOC
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
12.50% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT
E TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE
ST OFOCT., 2004.
NAME (S) OF SELLER
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
AIRCAP, LLC
manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HOWEVER MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN:0052-00-629-0003) Supersedes Previous Edition
2004 M or 00 9$ 00
EFTA00012883

=== Page 774 ===
EFTA00012884
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 14 PM 3 27
OKLAHOMA CITY
OKLAHOMA

=== Page 775 ===
FORM APPROVED
OMB No. 2120-0042
8
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
8
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
793TA
REGISTRATION NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
SOLD
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2: Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
11.) Flight Options, LLC
12.50% of 100%
(see Attachment dated 10-4-04)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
6.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
Use reverse side if necessary.
t Secretary DATE
ptions, LLC
10-4-04
DATE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
10/50/2004
$5.00
0
EFTA00012885

=== Page 776 ===
EFTA00012886
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2004 OCT 5 PM 1 43
OKLAHOMA CITY
OKLAHOMA

=== Page 777 ===
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated
81885
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
12.50% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
tant Secretary of
Options, LLC
g as Attorney-in-Fact for
4,5,7,8,9,10
President of
eon Travel Air Co.
as Attorney-in-Fact for
#3,6
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
III
2
EFTA00012887

=== Page 778 ===
EFTA00012888
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 5 PM 1 43
OKLAHOMA CITY
OKLAHOMA

=== Page 779 ===
188886
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 10-4-al
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
12.50% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
3.125% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
6.25% of 100%
Shown on Original form hereto
11.)
12.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,4,5,7,8,9,10
Vice President of
Raytheon Travel Air Co.
Acting as Attorney-in-Fact for
#3,6
10-4-04
Assistant Secretary 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"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012889

=== Page 780 ===
EFTA00012890
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 5 PM 1 43
OKLAHOMA CITY
OKLAHOMA

=== Page 781 ===
gm
FORM APPROVED
10/01/2004
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
91648
ADMINISTRATION
AIRCRAFT BILL OF SALE
Q073912
FOR AND IN CONSIDERATION OF $1.00 ovc THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CONVEYANCE
CRIBED AS FOLLOWS:
RECORDED
UNITED STATES
REGISTRATION
NUMBER N 793TA
2004 NOV 16 AM 2 52
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
RAYTHEON AIRCRAFT COMPANY 400A
ADMINISTRATION
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 27TH DAY OF SEPT., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27TH OF SEPT., 2004.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
YPED OR PRINTED)
SELLER
SL WINGS, LLC
TANT SECRETARY
IGHT OPTIONS, LLC
NG AS ATTORNEY-
IN-FACT FOR SL WINGS,
LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012891

=== Page 782 ===
EFTA00012892
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 4 PM 1 40
OKLAHOMA CITY
OKLAHOMA

=== Page 783 ===
FORM APPROVED
00000002060 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
OMB No. 2120-0042
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company 400A
SOLD
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
12.) Flight Options, LLC
6.25% of 100%
See Attachment dated 7-13-04)
TELEPHONE NUMBER: (
)
ADDRESS' (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
int Secretary
DATE
Options, LLC
7-13-04
DATE
DATE
BE
B
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (5/03) (0052-00-628-9007)
EFTA00012893

=== Page 784 ===
EFTA00012894
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2004 JUL 13 PM 3 26
OKLAHOMA CITY
OKLAHOMA
0

=== Page 785 ===
00000002061
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
7-13-04
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
12.50% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
6.25% of 100%
Shown on Original form hereto
6.5
3.125% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
13.)
14.)
15.)
Date:
ant Secretary of
Options, LLC
as Attorney-in-Fact for
,5,6,8,9,10,11
7-13-04
resident of
eon Travel Air Co.
Acting as Attorney-in-Fact for
#4,7
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012895

=== Page 786 ===
EFTA00012896
BR
OKLAHOMA OKLAHOMA OKLAHOMATY
3 25

=== Page 787 ===
00000002062
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
dated 7-13-04
Reg #: N793TA
Model: Raytheon Aircraft Company 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
12.50% of 100%
Shown on Original form hereto
5.)
6.25% of 100%
Shown on Original form hereto
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
3.125% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
6.25% of 100%
Shown on Original form hereto
12.)
13.)
14.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,3,5,6,8,9,10,11
Vice President of
Raytheon Travel Air Co.
Acting #4,7 as Attorney-in-Fact for 7-13-04
Assistant Secretary of Flight Options,
LLC for #12
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft
Registration Application, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true
and currect as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages,
each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same
application.
EFTA00012897

=== Page 788 ===
EFTA00012898
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 JUL 13 PM 3 26
OKLAHOMA CITY
OKLAHOMA

=== Page 789 ===
00000002059
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
Q073911
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1.00 OVC THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
CONVEYANCE
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION
2004 NOV 16 AM 2 52
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
FEDERAL AVIATION
RAYTHEON AIRCRAFT COMPANY 400A
ADMINISTRATION
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 9TH DAY OF JULY, 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
COG OPERATING, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9ᵀᴴ OF JULY, 2004.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
REI AIR, LLC
SISTANT SECRETARY
FLIGHT OPTIONS, LLC
TING AS ATTORNEY-
IN-FACT FOR REI AIR,
LLC
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
041951537494
$5.00 07/13/2004
EFTA00012899

=== Page 790 ===
EFTA00012900
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 JUL 13 PM 3 26
OKLAHOMA CITY
OKLAHOMA
0

=== Page 791 ===
82448
LOAN
Q073910
(For use on deals drawn
under the September 1, 2003, Agreement)
FAA RELEASE
CONVEYANCE
RECORDED
CONVEYANCE
Raytheon Aircraft Company Model 400A
Manufacturer's Serial No. RK-244
SEE 1
2004 ANO. 2N798TA
Engine Make and Model Pratt & Whitney JT15D=5
DOC ID C002 PAGE
Engine Serial Nos. A ECE JA0256 and PCE-JA0257
Propeller Make and Model N/AATION
Propeller Serial Nos. N/A
The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured
Party under the Security Agreement dated December 31, 1999 , with
Aircap LLC
as Debtor, recorded by the Federal
Aviation Administration on March 6 , 2000 , as Conveyance No. X140282 , which
Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of
September 22
, 2003 , recorded by the FAA on September 29, 2003, as
Conveyance No. R062974
, hereby releases all of its interest in the collateral covered
by said Security Agreement.
Dated this 12th day of October , 2004
BANK OF AMERICA, NATIONAL ASSOCIATION
AS ADMINISTR AGENT
By:
BA0039
The undersigned assignors hereby release all of their interest, if any, in the collateral covered
by the Security Agreement described above.
Dated this 12th day of October , 2004
Raytheon Aircraft
Raytheon Aircraft
General Aviation
Rece
Cr
Red
By:
By
By:
Nam
Na
Nar
Title: President
Title: President
Title: President
This Release shall consist of this one page only, with no schedules, appendices or similar
attachments attached hereto.
MBIA GA LOAN RELEASE.DOC
EFTA00012901

=== Page 792 ===
EFTA00012902
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 OCT 14 PM 3 27
OKLAHOMA CITY
OKLAHOMA

=== Page 793 ===
000 Need asap!
Flight Standards Service
U.S. Department
Aircraft Registration Branch,
Oklahoma City, Oklahoma 73126-0504
of Transportation
AFS-750
(405) 954-3116
WEB Address: http://registry.faa.gov
Federal Aviation
Administration
Doc's were
September 8, 2004
filed!
FLIGHT OPTIONS LLC
NUMBER CHANGED TO cancelled
MICHELS PIPELINE CONSTRUCTION INC ET AL
C/O
DATE 10 SEP 20 2004
IATS
PD ROOM
Dear Sirs:
The FAA 2004. This form authorized the use of special registration mark N445LX on Raytheon have been
Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration Marks, Aircraft on
June 10. 400A aircraft, serial number RK-244, N793TA. The authorization form was to on
Company signed and returned to this office within 5 days after the special registration number was painted the
aircraft. It has not yet been received.
to the status of the number change is needed so that the certificate of registration the may be
Clarification issued reflecting as the correct registration number. Please furnish this clarification by checking
applicable block and signing below:
The special registration mark HAS BEEN painted on the aircraft.
The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later to date.
Please extend authorization for use of the special number. Enclosed is a $10 fee required reserve
the number.
The special registration mark WILL NOT BE US
Additional Requirements:
After filed please request
Tail # again
Legal Instruments Examiner
Aircraft Registration Branch
AFS-750-103-1 (7/04)
042541120528
$10.00 09/10/2004
EFTA00012903

=== Page 794 ===
EFTA00012904
216200
2019 BR
10 AM 11 15
OKLAHOMA OKLAHOMATY
00

=== Page 795 ===
NUMBER CHANGED TO cancelled
DATE 10 SEP 20 2004
ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS
Special Registration Number
N
Aircraft Make and Model
445LX
U.S. Department
of Transportation
RAYTHEON AIRCRAFT COMPANY
400A
Present Registration Number
Federal Aviation
Serial Number
Administration
N
RK-244
7150010
793TA
Issue Date:
ICAO AIRCRAFT ADDRESS CODE
JUNE 10, 2004
FOR N445LX = 51257100
This is your authority to change the United States registra-
tion number on the above described aircraft to the special
FLIGHT OPTIONS LLC
registration number shown.
Carry duplicate of this form in the aircraft together with the
RICHMOND HEIGHTS OH 44143-1453
old registration certificate as interim authority to operate the
MICHELS PIPELINE CONSTRUCTION INC
aircraft pending receipt of revised certificate of registration.
Obtain a revised certificate of airworthiness from your near-
SOUTHEASTERN MILLS INC
est Flight Standards District Office.
REI AIR LLC
The latest FAA Form 8130-6, Application
ET-AL
For Airworthiness on file is dated:
OCTOBER 01, 1999
The airworthiness classification and category:
STO TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is
affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date.
The authority to use the special number expires:
JUNE 10, 2005
CERTIFICATION: I certify that the special registration number was placed on the
RETURN FORM TO:
aircraft described above.
Civil Aviation Registry, AFS-750
Signature of Owner.
Oklahoma City, Oklahoma 73125-0504
Title of Owner:
Date Placed on Aircraft:
AC Form 8050-64
(5/95) Supersedes Previous Edition
EFTA00012905

=== Page 796 ===

=== Page 797 ===
00000001860
Insured Aircraft Title Service, Inc.
S
445LX
- 64 793TA
18 JUN 10 2004
FEDERAL AVIATION ADMINISTRATION
DATE: 5/4/04
CENTRAL RECORDS DIVISION
OKLAHOMA CITY, OKLAHOMA
GENTLEMEN:
Please assign N 445LX
, which is currently reserved for:
Flight Options, LLC
to the following aircraft:
793TA
Raytheon
400A
RK-244
Current N#
Make
Model
Serial #
This aircraft is registered to: Flight Options, LLC
or is being pruchased by:
Please send the 8050-64 form to IATS in the PD Room. If you have
any questions, please do not hesitate to give us a call.
Additional request:
Requested by:
Inc.
Serving the Aviation Financial Community for over 30 years
EFTA00012907

=== Page 798 ===
EFTA00012908
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 MAY 4 PM 3 32
OKLAHOMA CITY
OKLAHOMA
0

=== Page 799 ===
00000001760
N N 0 2 7 1 1 2
FAA RELEASE
CONVEYANCE RECORDED
2004 JUN 21 AM 7 30
Raytheon Aircraft Credit Corporation (the
secured party under the Security Agreement described ADD Ndfe TRAN
Exhibit A attached hereto; hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto. Aircraft
Interest is released in full.
Dated this -1st day of November, 2003.
Raytheon Aircraft Credit Corporation
By
Na
Title: President
:
[
20640/
EFTA00012909

=== Page 800 ===
EFTA00012910
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 MAY 21 PM 3 10
OKLAHOMA CITY
OKLAHOMA

=== Page 801 ===
00000001761
Exhibit A
FAA Release
Security Agreement
Supplemental Aircraft Security Agreement dated as of June 12, 2003
between Raytheon Aircraft Credit Corporation, as secured party, and Flight
Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as
Conveyance Number S122733; and further secured by the Supplemental
Aircraft Inventory Security Agreement dated as of October 22, 2003,
recorded by the FAA on November 5, 2003, as Conveyance No. QQ028118
(the "Security Agreement").
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and United States Registration
Number N793TA, together with two (2) Pratt & Whitney Canada, LTD.
model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-
JA0256 and PCE-JA0257 (collectively the "Aircraft").
20640/
EFTA00012911

=== Page 802 ===
EFTA00012912
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 MAY 21 PM 3 10
OKLAHOMA CITY
OKLAHOMA

=== Page 803 ===
FORM APPROVED
00000001088
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon 400A
Y MAY 11 2004
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
12.) Flight Options, LLC
6.25% of 100%
See Attachment dated 4-6-04)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
-
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
must sign. Use reverse side if necessary.
sistant Secretary
DATE
ght Options, LLC
4-6-04
DATE
#12
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00012913

=== Page 804 ===
EFTA00012914
FILED
AIRCRAFT REGISTR TION BR
2007 APR 8 AM 11 43
OKLAHOMA CITY
OKLAHOMA

=== Page 805 ===
00000001089
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-6-04
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
stant Secretary of
nt Options, LLC
ng as Attorney-in-Fact for
,4,6,7,9,10,11
4-6-04
President of
theon Travel Air Co.
Acting as Attorney-in-Fact for
#3,5,8
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012915

=== Page 806 ===
EFTA00012916
FILED WITH PAA
AIRCRAFT REGISTRATION BR
2004 APR 8 AM 11 43
OKLAMOMA CITY
OKLAHOMA
0

=== Page 807 ===
00000001090
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-6-04
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
6.25% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
3.125% of 100%
Shown on Original form hereto
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact for
#1,2,4,6,7,9,10,11
Vice President of
Raytheon Travel Air Co.
Acting as Attorney-in-Fact for
#3,5,8
4-6-04
Assistant Secretary of Flight Options,
LLC for #12
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Application, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012917

=== Page 808 ===
EFTA00012918
FILED WITH F/A
AIRCRAFT REGISTRATION BR
2004 APR 8 AM 11 43
OKLAHOMA CITY
OKLAHOMA
0

=== Page 809 ===
00000001087
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
Y008391
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-
CONVEYANCE RECORDED
CRIBED AS FOLLOWS:
UNITED STATES
2004 MAY 11 AM 7 52
REGISTRATION
NUMBER N793TA
FEDERAL AVIATION
AIRCRAFT MANUFACTURER & MODEL
ADMINISTRATION
RAYTHEON 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 26ᵀᴴ DAY OF MAR., 2004
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26ᵀᴴ OF MAR., 2004.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
SSISTANT SECRETARY
TERESA M. ZINAGA
FLIGHT OPTIONS, LLC
TRUSTEES
CTING AS ATTORNEY-
-FACT FOR
AND
- TRUSTEES
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
040991158123
05. 00 04/08/2004
EFTA00012919

=== Page 810 ===
EFTA00012920
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 APR 8 AM 11 43
OKLAHOMA CITY
OKLAHOMA
0

=== Page 811 ===
00000003054
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
XX
FEB 05 2004
AIRCRAFT MANUFACTURER & MODEL
Raytheon 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
- 11.) Ronald A. Elenbaas
3.125% of 100%
( See Attachment dated 12/22/03)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
c/o
Flight Options. LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
sistant Secretary
DATE
ight Options, LLC
12-22-03
cting as Attorney
DATE
act for Ronald A.
enbaas
EAC
APP
BE
#
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00012921

=== Page 812 ===
EFTA00012922
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2003 DEC 22 PM 3 17
OKLAHOMA CITY
OKLAHOMA
0

=== Page 813 ===
00000003055 ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 12-22-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact
#1,2,4,6,7,9,10
12-22-03
Vice President of
Raytheon Travel Air Co.
Acting as Attorney-in-Fact for
#3,5,8
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012923

=== Page 814 ===
EFTA00012924
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2003 DEC 22 PM 3 17
OKLAHOMA CITY
OKLAHOMA
0 ;

=== Page 815 ===
00000003056
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 12-22-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
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 Co.
Acting as Attorney-in-Fact for
#3,5,8
12-22-03
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Application, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012925

=== Page 816 ===
EFTA00012926
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2003 DEC 22 PM 3 17
OKLAHOMA CITY
OKLAHOMA
0

=== Page 817 ===
00000003053
FORM APPROVED
OMB NO. 2120-0042
UNITED STATES OF AMERICA
XX025864
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
CONVEYANCE RECORDED
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2004 FEB 5 AM 11 03
UNITED STATES
REGISTRATION
FEDERAL AVIATION
NUMBER N 793TA
ADMINISTRATION
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
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
RONALD A. ELENBAAS
3.125% OF 100%
HICKORY CORNERS, MI 49060
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 17TH DAY OF NOV.,
2003.
NAME (S) OF SELI
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS,
ASSISTANT
SECRETARY
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
033561533011
$5.00 12/22/2003
EFTA00012927

=== Page 818 ===
EFTA00012928
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2003 DEC 22 PM 3 17
OKLAHOMA CITY
OKLAHOMA
0 0 0

=== Page 819 ===
00000000130
XX0258
XXO 25863
FAA RELEASE
Th
CONVEYANCE RECCI
Raytheon Aircraft Credit Corporation (the 'Secured Party") 2004 FEB as 5 AM 10
secured party under the Security Agreement described and defined FEDERAL AVIATIO.
ADMINISTRATION
Exhibit A attached hereto, hereby releases from the terms of the Security
Agreement all of its right, title and interest in and to the Released Aircraft
Interest described and defined on Exhibit A attached hereto. Aircraft
Interest is released in full.
Dated this 31 day of November, 2003.
Raytheon Aircraft Credit Corporation
By:
Nam
Title: President
20640/
Orig Rel FFR 12-22-03# # 3057
EFTA00012929

=== Page 820 ===
EFTA00012930
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2004 JAN 8 AM 8 41
OKLAHOMA CITY
OKLAHOMA

=== Page 821 ===
00000000131
Exhibit A
FAA Release
Security Agreement
Supplemental Aircraft Security Agreement dated as of June 12, 2003
between Raytheon Aircraft Credit Corporation, as secured party, and Flight
Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as
Conveyance Number S122733; and further secured by the Supplemental
Aircraft Inventory Security Agreement dated as of October 22, 2003, recorded
by the FAA on November 5,2003, as Conveyance Number QQ028118
(the "Security Agreement").
Aircraft
One (1) Raytheon Aircraft Company model 400A aircraft bearing
manufacturer's serial number RK-244 and United States Registration
Number N793TA, together with two (2) Pratt & Whitney Canada, LTD.
model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE
JA0256 and PCE-JA0257 (collectively the "Aircraft").
20640/
EFTA00012931

=== Page 822 ===
EFTA00012932
AIRCRAFT REGISTRATION BR
FILED WITH FAA
2004 JAN 8 AM 8 41
OKLAHOMA CITY
OKLAHOMA

=== Page 823 ===
FORM APPROVED
OMB No. 2120-0042
8
9
a
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon 400A
gg NOV 6 2003
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8. Non-Citizen
X
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
11.) Flight Options, LLC
3.125% of 100%
(see Attachemnt dated 10-1-03)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
DATE
Assistant Secretary
OT
ght Options, LLC
10-1-03
DATE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00012933

=== Page 824 ===
EFTA00012934
FILED 753 FAA
AIRCRA 1
TION DR
2003 OCT 3 AM 11 37
OKLAHOMA SITY
OKLAHOMA

=== Page 825 ===
00
ATTACHMENT TO 0.0.8 AIRCRAFT REGISTRATION
99
APPLICATION dated 10-1-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Title:
Date:
Secretary of
tions, LLC
Attorney-in-Fact
7,9,10
10-1-03
sident of
Travel Air
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 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012935

=== Page 826 ===
EFTA00012936
TO
our -
FILED THE FAA
THINGR
2003 OCT 3 AM 11 37
OKLAHOMA CITY
OKLAHOMA

=== Page 827 ===
00000000900
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 10-1-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
Signatures:
Title:
Date:
Assistant Secretary of
Flight Options, LLC
Acting as Attorney-in-Fact
#1,2,4,6,7,9,10
Vice President of
Raytheon Travel Air
Acting as Attorney-in-Fact
#3,5,8
10-1-03
Assistant Secretary of Flight Options,
LLC for #11
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012937

=== Page 828 ===
EFTA00012938
FILED WITH FAA
AIRCRAFT i CONSTRATION GR
2003 OCT 3 AM 11 37
OKLAHOMA CITY
OKLAHOMA

=== Page 829 ===
FORM APPROVED
00900000897
10028135
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
CONVEYANCE RECORDED
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2003
NOV 6 PM 4 01
UNITED STATES
REGISTRATION
FEDERAL AVIATION
NUMBER N 793TA
ADMINISTRATION
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 30 TH DAY OF SEPT., 2003
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
3.125% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 TH OF SEPT., 2003.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
EDWARD RAPPA
ASSISTANT SECRETARY
OF FLIGHT OPTIONS, LLC
ACTING AS
ATTORNEY IN FACT
FOR EDWARD JRAPPA
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
032761148162
$5.00 10/03/2003
EFTA00012939

=== Page 830 ===
EFTA00012940
0000 10/03/2003
What's names
FAA
AIRCRAL a TIMATION DR
2003 OCT 3 AM 11 37
OKLAHOM. CITY
OKLAHOMA

=== Page 831 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
SUPPLEMENT TO DOC S122733
10/22/03
SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT
FROM
DOCUMENT NO.
FLIGHT OPTIONS LLC- BORROWER
QQ028118
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT CREDIT CORP- LENDER
November 5, 2003
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 11
N746TA
N742TA
N715TA
N708TA
N793TA
N437CW
N744TA
N741TA
N720TA
N726TA
N754TA
ENGINES
TOTAL NUMBER INVOLVED 22
MAKE(S)
SERIAL
(SEE ATTACHED LIST)
NO. (SEE ATTACHED LIST)
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS --LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CORP 400A; S/N RK-198
(SEE C306, PG 5)
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012941

=== Page 832 ===

=== Page 833 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
FAA ASSIGNMENT
SEPTEMBER 22, 2003
SEE CONVEYANCE X140282, C002, PG7)
FROM
DOCUMENT NO.
BANK OF AMERICA NA
R062974
RAYTHEON AIRCRAFT RECEIVABLES CORP
TO OR ASSIGNED TO
DATE RECORDED
GENERAL AVIATION RECEIVABLES CORP
September 29, 2003
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED I
N793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
PRATT & WHITNEY JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOI VED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012943

=== Page 834 ===
EFTA00012944

=== Page 835 ===
00000002674
R062974
FAA ASSIGNMENT
CONVEYANCE
RECORDED
This FAA Assignment (this "Agreement") is made as of the 22 day of September,
2003 (the "Effective Date") by and among Bank of America, National Association as
Administrative Agent (the "Original Agent"), Raytheon Aircraft vables pm Corporation, a
Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware
corporation ("GARC").
FEDER AVIATION
ADMINISTRATION
RECITALS:
A. Original Agent is the assignee and holder of the security agreement described on
Annex 1 attached hereto (the "Security Agreement").
B. Original Agent desires to assign to RARC all of the Original Agent's right, title
and interest in and to the Security Agreement, the obligations secured thereby, all payments with
respect thereto, all rights under and with respect to the documents and collateral relating to each
such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights").
C. RARC desires to assign to GARC pursuant to the Sale and Conveyance
Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the "Sale and Conveyance Agreement") between RARC and
GARC all of RARC's right, title and interest in and to the Assigned Rights.
D. GARC desires to assign all of its right, title and interest in and to the Assigned
Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative
Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
"Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon
Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities
from time to time parties thereto and purchasers thereunder and the Administrative Agent, in
order to perfect the Secured Parties' rights in the Assigned Rights.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1.
Original Agent Assignment. The Original Agent hereby sells, assigns and
transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights.
2.
RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of
RARC's right, title and interest in and to the Assigned Rights.
3. GARC Assignment. GARC hereby sells, assigns and transfers to the
Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and
interest in and to the Assigned Rights.
$15.00
032661502474
9/23/03
Drigret Clo
EFTA00012945

=== Page 836 ===
EFTA00012946
FILED WITH FAA
AIRCRAFT REDIST CATION BR
2003 SEP 23 PM 2 48
OKLAHOMA CITY
OKLAHOMA

=== Page 837 ===
00000002675
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
EFTA00012947

=== Page 838 ===
EFTA00012948

=== Page 839 ===
00000002676
10. Further Assurances. Each of the parties hereto agrees to do and perform, from
time to time, any and all acts and to execute any and all further instruments required or
reasonably requested by any other party hereto (or any of their successors or permitted assigns)
to more fully effect the purposes of this Agreement.
11. Integration. This Agreement contains the final and complete integration of all
prior expressions by the parties hereto with respect to the subject matter hereof and shall
(together with the other Transaction Documents) constitute the entire agreement among the
parties hereto with respect to the subject matter hereof superseding all prior oral or written
understandings.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the Effective Date.
-3-
1274909v6
EFTA00012949

=== Page 840 ===

=== Page 841 ===
00000002677
ANNEX 1
Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and
Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft
Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further
assigned by RARC to Bank of America, National Association as Administrative Agent by the
FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on
March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon
Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United
States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-5 aircraft
engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257.
OF WHICH IS CAPABLE OF
PRODUCING EACH 750 OR MORE RATED
TAKEOFF HORSEPOWER
EFTA00012951

=== Page 842 ===
6ERTIFICATE
7
certify that I have compared this
ent with the original instrument and it is
and correct copy of said original.
OKLAHOMA
OKLAHOMA CITY
2003 SEP 23 PM 2 48
AIRCRAFT DISTRATION 3R
VYA M.L.A. 03714
EFTA00012952

=== Page 843 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE--RECORDATION
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
DATE EXECUTED
FAA ASSIGNMENT
SEPTEMBER 22, 2003
SEE CONVEYANCE G000258, C013, PG1)
FROM
DOCUMENT NO.
BANK OF AMERICA NA
R062973
RAYTHEON AIRCRAFT RECEIVABLES CORP
TO OR ASSIGNED TO
DATE RECORDED
GENERAL AVIATION RECEIVABLES CORP
September 29, 2003
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED
1
N793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
PRATT & WHITNEY JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS --LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012953

=== Page 844 ===

=== Page 845 ===
00000002678
R062973
FAA ASSIGNMENT
CONVEYANCE
RECORDED
This FAA Assignment (this "Agreement") is made as of the 22nd day of September,
2003 (the "Effective Date") by and among Bank of America, National Association as
Administrative Agent (the "Original Agent"), Raytheon Aircraft ReceSEables Corporation, a
Kansas corporation ("RARC"), and General Aviation Receivables Corporation, LATION a Delaware
corporation ("GARC").
ADMINISTRATION
RECITALS:
A. Original Agent is the assignee and holder of the security agreement described on
Annex 1 attached hereto (the "Security Agreement").
B. Original Agent desires to assign to RARC all of the Original Agent's right, title
and interest in and to the Security Agreement, the obligations secured thereby, all payments with
respect thereto, all rights under and with respect to the documents and collateral relating to each
such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights").
C. RARC desires to assign to GARC pursuant to the Sale and Conveyance
Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the "Sale and Conveyance Agreement") between RARC and
GARC all of RARC's right, title and interest in and to the Assigned Rights.
D. GARC desires to assign all of its right, title and interest in and to the Assigned
Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative
Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
"Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon
Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities
from time to time parties thereto and purchasers thereunder and the Administrative Agent, in
order to perfect the Secured Parties' rights in the Assigned Rights.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1.
Original Agent Assignment. The Original Agent hereby sells, assigns and
transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights.
2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of
RARC's right, title and interest in and to the Assigned Rights.
3. GARC Assignment. GARC hereby sells, assigns and transfers to the
Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and
interest in and to the Assigned Rights.
$15.00
032661502474
9/23/03
EFTA00012955

=== Page 846 ===
EFTA00012956
FILED WITH FAA
AIRCRAFT DESISTRATION BR
2003 SEP 23 PM 2 48
OKLAHOMA CITY
OKLAHOMA

=== Page 847 ===
00000002679
4.
Other Agreements. This Agreement is entitled to the benefits of and is made
subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance
Agreement.
5.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
6.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPALS).
7.
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION
WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS
SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT).
8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO so, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE
RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN
THE COURTS OF OTHER JURISDICTIONS.
9. Severability of Provisions. If any one or more of the provisions of this
Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way affect the validity
or enforceability of such other provisions.
-2-
1274909v6
EFTA00012957

=== Page 848 ===

=== Page 849 ===
00000002630
10. Further Assurances. Each of the parties hereto agrees to do and perform, from
time to time, any and all acts and to execute any and all further instruments required or
reasonably requested by any other party hereto (or any of their successors or permitted assigns)
to more fully effect the purposes of this Agreement.
11. Integration. This Agreement contains the final and complete integration of all
prior expressions by the parties hereto with respect to the subject matter hereof and shall
(together with the other Transaction Documents) constitute the entire agreement among the
parties hereto with respect to the subject matter hereof superseding all prior oral or written
understandings.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the Effective Date.
-3-
1274909v6
EFTA00012959

=== Page 850 ===
5FTA

=== Page 851 ===
00000002681
ANNEX 1
Security Agreement dated September 25, 2001, between
, as debtor, and
Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft
Receivables Corporation ("RARC") by the FAA Assignment dated September 25, 2001, further
assigned by RARC to Bank of America, National Association as Administrative Agent by the
FAA Assignment dated September 25, 2001, recorded by the Federal Aviation Administration on
November 27, 2001, as Conveyance No. G000258 (the "Security Agreement") covering the
Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244,
United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-5 aircraft
engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256.
IS CAPABLE OF
PROCUCKEOFFHORSEPOWER
EFTA00012961

=== Page 852 ===
BERTIFICATE
I hereby certify that original I have instrument compared and this it is
instrument correct with the copy of said original.
OKLAHOMA
OKLAHOMA CITY
8h 2 Wd 23 d3S 2003
AIRCRAT ESCISTRATION BR
VVI HIM 03713
EFTA00012962

=== Page 853 ===
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
FAA ASSIGNMENT
SEPTEMBER 22, 2003
SEE CONVEYANCE S118267, C018, PG1)
FROM
DOCUMENT NO.
BANK OF AMERICA NA
R062972
RAYTHEON AIRCRAFT RECEIVABLES CORP
TO OR ASSIGNED TO
DATE RECORDED
GENERAL AVIATION RECEIVABLES CORP
September 29, 2003
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 1
N793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
PRATT & WHITNEY JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00012963

=== Page 854 ===

=== Page 855 ===
00000002682
R062972
FAA ASSIGNMENT
CONVEYANCE
This FAA Assignment (this "Agreement") is made as of the 22n RICORDED day of September,
2003 (the "Effective Date") by and among Bank of America, National Association as
Administrative Agent (the "Original Agent"), Raytheon Aircraft Receives Corporation a
Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware
corporation ("GARC").
FEDERAL AVIATION
ADMINISTRATION
RECITALS:
A. Original Agent is the assignee and holder of the security agreement described on
Annex 1 attached hereto (the "Security Agreement").
B.
Original Agent desires to assign to RARC all of the Original Agent's right, title
and interest in and to the Security Agreement, the obligations secured thereby, all payments with
respect thereto, all rights under and with respect to the documents and collateral relating to each
such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights").
C. RARC desires to assign to GARC pursuant to the Sale and Conveyance
Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the "Sale and Conveyance Agreement") between RARC and
GARC all of RARC's right, title and interest in and to the Assigned Rights.
D. GARC desires to assign all of its right, title and interest in and to the Assigned
Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative
Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
"Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon
Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities
from time to time parties thereto and purchasers thereunder and the Administrative Agent, in
order to perfect the Secured Parties' rights in the Assigned Rights.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1.
Original Agent Assignment. The Original Agent hereby sells, assigns and
transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights.
2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of
RARC's right, title and interest in and to the Assigned Rights.
3. GARC Assignment. GARC hereby sells, assigns and transfers to the
Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and
interest in and to the Assigned Rights.
$15.00
032661502474
orig ret'd CAD
9/23/03
EFTA00012965

=== Page 856 ===
EFTA00012966
FILED WITH FAA
AIRCRAFT ASSISTRATION OR
2003 SEP 23 PM 2 48
OKLAHOMA CITY
OKLAHOMA

=== Page 857 ===
00000002683
4.
Other Agreements. This Agreement is entitled to the benefits of and is made
subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance
Agreement.
5.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
6.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPALS).
7.
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION
WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS
SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT).
8.
Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO so, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE
RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN
THE COURTS OF OTHER JURISDICTIONS.
9. Severability of Provisions. If any one or more of the provisions of this
Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way affect the validity
or enforceability of such other provisions.
-2-
1274909v6
EFTA00012967

=== Page 858 ===
EFTA00012968

=== Page 859 ===
00000002684
10. Further Assurances. Each of the parties hereto agrees to do and perform, from
time to time, any and all acts and to execute any and all further instruments required or
reasonably requested by any other party hereto (or any of their successors or permitted assigns)
to more fully effect the purposes of this Agreement.
11. Integration. This Agreement contains the final and complete integration of all
prior expressions by the parties hereto with respect to the subject matter hereof and shall
(together with the other Transaction Documents) constitute the entire agreement among the
parties hereto with respect to the subject matter hereof superseding all prior oral or written
understandings.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the Effective Date.
-3-
1274909v6
EFTA00012969

=== Page 860 ===

=== Page 861 ===
00000002685
ANNEX 1
Security Agreement dated January 14, 2002 between Samair, Inc., as debtor, and
Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft
Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, further
assigned by RARC to Bank of America, National Association as Administrative Agent by the
FAA Assignment dated January 15, 2002, recorded by the Federal Aviation Administration on
March 6, 2002, as Conveyance No. S118267 (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-5 aircraft engines
bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256.
* EACH OF WHICH IS CAPABLE OF
PRODUCING 750 OR MORE RATED
TAKEOFF HORSEPOWER
EFTA00012971

=== Page 862 ===
EFTA00012972
FILED WITH FAA
AIRCRAFT DEMOTRATION BR
2003 SEP 23 PM 2 48
OKLAHOMA CITY
OKLAHOMA
I hereby certify that
SERTIFICATE

=== Page 863 ===
FORM APPROVED
00 0,9000949 TRANSPORTATION
OMB No. 2120-0042
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon 400A
R SEP 29 2003
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
11.) Edward J. Rappa
3.125% of 100%
( See Attachment dated 5-19-03)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
c/o
Flight Options, LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
n. Use reverse side if necessary.
resident of
DATE
ptions, LLC
5-19-03
as Attorney-
Edward J. Rappa
F11
DATE
E/ A B
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00012973

=== Page 864 ===
EFTA00012974
FILED WITHEA4 = A
'03 MAY 28 AM 9 21
OREAN A C.TY
OKL is OMA

=== Page 865 ===
00000000950
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 5-19-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
sident of
ptions, LLC
S Attorney-in-Fact
7,9,10
5-19-03
sident of
In 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 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012975

=== Page 866 ===
EFTA00012976
FILED WITH FAA
'03 MAY 28 AM 9 21
OKLANIAM CITY
OKLAHOMA

=== Page 867 ===
0000000095L
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 5-19-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
Signatures:
Title:
Date:
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
1
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 "Application"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012977

=== Page 868 ===
EFTA00012978
FILED WITH FAA
'03 MAY 28 AM 9 21
ORLAHINA CITY
OKL AHOMA

=== Page 869 ===
00000000948
FORM APPROVED
OMB NO. 6120-09427 1
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
RECORDED
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2003 SEP 29 PM 3 33
UNITED STATES
FELTER AVIATION
REGISTRATION
ADMINISTRATION
NUMBER N 793TA
AIRCRAFT MANUFACTURER & MODEL
RAYTHEON 400A
AIRCRAFT SERIAL NO.
RK-244
DOES THIS 25ᵀᴴ DAY OF APR., 2003
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
EDWARD J. RAPPA
3.125% OF 100%
NEW YORK, NY 10017
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25TH DAY OF APR.,
2003.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LL
CE PRESIDENT
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
031481015495
$5.00 05/28/2003
EFTA00012979

=== Page 870 ===
EFTA000129
FILED THFAA
CRAFTE TRAT
'03 MAY 28 RM 9 21
OKLAHOMA

=== Page 871 ===
FORM APPROVED
OMB No. 2120-0042
0000000060
-UNITEDTATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon 400A
SOLD
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8.
Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
11.) Flight Options, LLC
3.125% of 100%
See Attachment dated 4-10-03)
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
Flight Options LLC
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Richmond Heights
OH
44143
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
Vice President of
DATE
ght Options, LLC
410-03
#11
DATE
DATE
E A B
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition YY MAY 1 9 2003
FLYING TIME EXTENDED 120 DAYS FROM
EFTA00012981

=== Page 872 ===
EFTA00012982
AIRCRAFT FILED REGISTRATION BR
03 APR 10 AM 11 59
OKLAHOMAHOMA

=== Page 873 ===
00000000683
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-10-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Signatures:
Title:
Date:
Vice President of
Flight Options, LLC
Acting as Attorney-in-Fact
#1,2,4,6,7,9,10
Vice President of
Raytheon Travel Air
Acting as Attorney-in-Fact
#3,5,8
4-10-03
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"), (II) that all of the information set forth on the Application is true and currect as of this
date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed
and delivered shall be an original, but all such counterparts shall together constitute but one and the same application.
EFTA00012983

=== Page 874 ===
EFTA00012984
REGISTRATIONER
'03 APR 10 AM 11 59
OKLAHOMATY

=== Page 875 ===
00000000684
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION dated 4-10-03
Reg #: N793TA
Model: Raytheon 400A
S/N#: RK-244
Owning an undivided
Name of Applicant:
Interest of:
Address:
1.)
25.00% of 100%
Shown on Original form hereto
2.)
12.50% of 100%
Shown on Original form hereto
3.)
6.25% of 100%
Shown on Original form hereto
4.)
6.25% of 100%
Shown on Original form hereto
5.)
12.50% of 100%
Shown on Original form hereto
6.)
6.25% of 100%
Shown on Original form hereto
7.)
12.50% of 100%
Shown on Original form hereto
8.)
6.25% of 100%
Shown on Original form hereto
9.)
6.25% of 100%
Shown on Original form hereto
10.)
3.125% of 100%
Shown on Original form hereto
11.)
12.)
13.)
14.)
15.)
Title:
Date:
ce President of
ght Options, LLC
ting as Attorney-in-Fact
,2,4,6,7,9,10
4-10-03
ce President of
aytheon 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 8050-1 Aircraft Registration Application, to
which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and currect as of this date, and (III) the Application
may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same application.
EFTA00012985

=== Page 876 ===
EFTA00012986
FAA
TION BR
'03 APR 10 PM 12 00
OXLAHOIIA CITY

=== Page 877 ===
00000000691
FORM APPROVED
4062970
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
RECORDED
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES-
CRIBED AS FOLLOWS:
2003 SEP 29 PM 3 33
UNITED STATES
REGISTRATION
FEDERAL AVIATION
NUMBER N 793TA
ADMINISTRATION
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
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
MCHALE-MATTSSON INTERESTS, LLC
3.125% OF 100%
A TEXAS LIMITED LIABILITY COMPANY
AUSTIN, TX 78731
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19TH DAY OF MAR.,
2003.
NAME (S) OF SELLE
TITLE
(TYPED OR PRINTED)
(TYPED OR PRINTED)
SELLER
FLIGHT OPTIONS, LL
ICE PRESIDENT
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
EFTA00012987

=== Page 878 ===
EFTA00012988
NEW BR
'03 APR 10 AM 11 59

=== Page 879 ===
00000000680
R
0
БОЛТВ NO. 2120-0042
9
FORM
APPROVED
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
ADMINISTRATION
CONVEYANCE
AIRCRAFT BILL OF SALE
RECORDED
FOR AND IN CONSIDERATION OF $1.00 ovc THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES
CRIBED AS FOLLOWS:
2003 SEP 29
PM 3 33
UNITED STATES
REGISTRATION
ADMINISTRATION
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
Do Not Write In This Block
IN AND TO SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.)
PURCHASER
FLIGHT OPTIONS, LLC
6.25% OF 100%
RICHMOND HTS., OH 44143
DEALER CERTIFICATE NUMBER
AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19TH OF MAR., 2003.
NAME (S) OF SELL
TITLE
(TYPED OR PRINTED
(TYPED OR PRINTED)
SELLER
OSF INTERNATIONA
VICE PRESIDENT OF
INC.
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
031001207149
$5.00 04/10/2003
EFTA00012989

=== Page 880 ===
EFTA00012990
AMOUNT
FILED WITHFAA
AIRCRAFT REGISTRATION BR
'03 APR 10 AM 11 59
OKLAHOMA CITY
OKLAHOMA

=== Page 881 ===
MAY-19-2003 02:13 PM INSURED AFRCRAFO C5 32 445 688 3712
P.01
$0b10000000
R062968
BILL OF SALE AMENDMENT
CONVEYANCE
RECORDED
The Bill of Sale Identified in the FAA records as follows:
2003 SEP 29 PM 3 31
Dated: 12-31-01
NATION
Recorded: 2-5-02
Document#: UU032664
ADMINISTRATION
The undersigned parties hereby amend the above described Bill of Sale document
covering the following aircraft:
SEE RECORDED CONYEYANCE
N793TA
Make: Raytheon
NUMBER 44032664
Model: 400A
DOC ID C014 PAGE 5
Serial Number: RK-244
THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER
AS GENERAL PARTNER.
Dated this 22nd day of July , 2003
SELLER:
PURCHASER:
Magnatech International, L.P.
Raytheon Travel Air Company
Title: Vice president OF
Vice President
Raytheon Travel Air Co.
as atly-in-Fact.
032031219171
$5.00 07/22/2003
EFTA00012991

=== Page 882 ===
EFTA00012992
FAA
AIRCRATING NATION DR
AIRCRAFT RECISTRATION
2003 RUG 29 PM 3 29
BR
2003 JUL 22 PM 12 17
OKLAHOMA CITY
OKLAHOMA
OKLAHOMA CITY
OKLAHOMA

=== Page 883 ===
42-19
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
SECURITY AGREEMENT
January 14, 2002
FROM
DOCUMENT NO.
SAMAIR INC (6.25% INTEREST)
S118267
RAYTHEON AIRCRAFT CREDIT CORP (ASSIGNOR)
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR)
March 6, 2002
BANK OF AMERICA NA (ASSIGNEE)
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 1
N793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
PRATT & WHITNEY PW-JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
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 (1-96) (0052-00-582-6000)
EFTA00012993

=== Page 884 ===
42-18
EFTA00012994

=== Page 885 ===
00000000679
42-17
COPY
RACC
$118267
SECURITY AGREEMENT
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 2002 Debited under that 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 to RACC,
direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a
security interest in the following property and in all additions and accessions thereto and substitutions and
replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the
foregoing (all of said property is hereinafter collectively referred to as the "Collateral"):
A.
An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number
RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the
operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all
engines, propellers, instruments, avionics, equipment and accessories attached to, connected with,
located in or removed from the Aircraft and all logs, manuals and maintenance records.
Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower:_over 750; Serial
Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines.
Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number
(R): N/A, together with any replacement propellers.
B.
All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments,
goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or
owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in
the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as
"RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement,
Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto
(collectively the "Governing Documents").
C.
All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles,
accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its
engines, equipment, accessories and accessions.
2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing
Documents are in full force and effect and current in all respects, that no default or event or condition which with
the passage of time would become a default thereunder exists and that no party to any of the Governing
Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except
as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the
Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide
RACC, as the secured party, with such information as RACC may request regarding the Governing Documents,
any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or
arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding
Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification
of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's
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 present-or, or
take any action to collect or enforce the payment of any amounts which may have beengs. 109 which
it may be entitled at any time or times.
SAMAIR, INC.- Beechjet 400A, Jan-02
EFTA00012995

=== Page 886 ===
EFTA00012996
FILED WITHFAA
ITRATIONSR
'02 FEB 7 PM 1 24
OKLAHOMA CITY
OKLAHOMA
21-ch

=== Page 887 ===
00000000680
42-15
The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial
Code.
3. Debtor's 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 manufacturer's operating and maintenance
manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the
maintenance and operation of the Collateral.
6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at
all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull
insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such
companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the
insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be
payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be
less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at
least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty
endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor.
Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph.
RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any
checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance
and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments.
Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation
shall at all times be on Debtor.
7. Debtor's 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
SAMAIR, INC. - Beechjet 400A, Jan-02
EFTA00012997

=== Page 888 ===
42-14
EFTA00012998

=== Page 889 ===
00000000631
42-B
therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records
of the Collateral and any such proceeds.
8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the
Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to
both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of
the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other
intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as
shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable
expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable
costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and
interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the
payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect,
absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection
with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest
in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for
any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the
Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for
demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of
the Collateral.
9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC
may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability
of Debtor to RACC, immediately due and payable.
In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the
Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to
the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security
Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the
Collateral to be transferred into the name of RACC or its designee.
Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of
this Security Agreement may be effected by RACC at a time and in a manner which could result in the
proceeds of such sale being significantly and materially less than might have been received if such sale had
occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and
representatives from and against any and all obligations and/or liabilities arising out of or related to the
timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the
limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral.
10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a
waiver of any other default or of the same default in the future.
11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise
transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the
Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United
States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not
permit the Collateral to be attached or replevied.
12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the
Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the
Promissory Note.
13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this
Security Agreement within ten (10) days of such change.
14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED
INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF
THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL
PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT
SAMAIR, INC. - Beechjet 400A, Jan-02
EFTA00012999

=== Page 890 ===
42-12
EFTA00013000

=== Page 891 ===
3an-14-02
12:56pm
From-Raytheon Aircraft
0006
+3166763726
T-105 P.011/011 F-202
42-11
WICHITA, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING MAY
EXCLUSIVELY KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK THE
IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS COUNTY, AT
ABOVE, A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN AGREE
KANSAS, IN THE EVENT AN "EVENT OF DEFAULT" SHOULD OCCUR, RACC (AT ITS SOLE OPTION) ORDER FOR
INSTITUTE TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND
TO RACC 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. successors Binding and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and
Agreement. All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, 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 of the its
consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any
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 this no
verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither
Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties
hereto.
TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE
DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE
UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY
AGREEMENT IN THE CAPACITY STATED BELOW.
Executed this 14 day of JANUARY 2002, at Wichita, Kansas.
Debtor: N/A
N/A
(signature)
(title)
Address: N/A
Lake Mary, FL 32746
RAYTHEON AIRCRAFT CREDIT CORPORATION
By:
"RACC"
David A. Davis, Vice President
SAMAIR, INC.- Beechjet 400A. Jan-02
EFTA00013001

=== Page 892 ===
EFTA00013002
FILED ""ITHEAA
'02 FEB 7 PM 1 24
ai-ch

=== Page 893 ===
00000000693
42-9
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 "Buyer").
WITNESSETH:
WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor
thereunder has purchased the undivided interest in the aircraft described in the security
agreement to which this FAA Assignment is attached (such undivided interest in such
aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the
security agreement to which a counterpart of this FAA Assignment is attached for
purposes of filing with and recording by the FAA (with the obligation secured thereby
collectively, the "Security Agreement");
WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign
the Contract and receivables arising thereunder, the liens created pursuant to the Security
Agreement and all proceeds of the foregoing to the Buyer;
WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and
interest in, to and under the Contract, the Aircraft and the Security Agreement assigned
under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute
this FAA Assignment;
NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as
follows:
(a)
For value received, RACC hereby sells, assigns and transfers, effective on
as of January 15, 2002 , unto the Buyer all of RACC's right, title and interest in and to
the Aircraft and in and to the Security Agreement and all of RACC's right, title and
interest (but not obligations) in and to the Contract (including the right to payment
thereunder) and all proceeds of the foregoing.
(b) This FAA Assignment is one of the FAA Assignments referred to in, is
entitled to the benefits of and is made subject to the terms and conditions of, the Purchase
Agreement.
(c) This FAA Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.
EFTA00013003

=== Page 894 ===
EFTA00013004
FILED WITH FAA
ATIONER
'02 FEB 7 PM 1 24
OKLAN A CITY
OKLAHOMA
8-et

=== Page 895 ===
00000000634
42-7
2
IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT CREDIT CORPORATION
Dated: January 15, 2002
2
EFTA00013005

=== Page 896 ===
42-4
EFTA00013006

=== Page 897 ===
00000000633
42-5
FAA ASSIGNMENT
ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT
RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under
the Amended and Restated Purchase and Sale Agreement (as amended and supplemented
or otherwise modified from time to time, the "Purchase Agreement") dated as of March
18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the
financial institutions and special purpose corporations from time to time parties
thereunder (the "Purchasers"), Bank of America National Association, as Managing
Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the
"Administrative Agent"), Bank of America National Association and The Chase
Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan
Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co-
Syndication Agents, and each Administrative Agent referred to therein.
WITNESSETH
WHEREAS, pursuant to that certain contract (the "Contract"), the obligor
thereunder has purchased the undivided interest in the aircraft described in the security
agreement to which this FAA Assignment is attached (such undivided interest in such
aircraft the "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:
EFTA00013007

=== Page 898 ===
42-4
EFTA00013008

=== Page 899 ===
42-3
00000000635 0
2
1.
For value received, the Seller hereby sells, assigns and transfers, effective
on and as of January 15, 2002, unto the Administrative Agent for the ratable benefit
of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in
and to the Security Agreement and all of the Seller's right, title and interest (but not
obligations) in and to the Contract (including the right to payment thereunder) and all
proceeds of the foregoing.
2.
This FAA Assignment is one of the FAA Assignments referred to in, is
entitled to the benefits of and is made subject to the terms and conditions of, the Purchase
Agreement.
3.
GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
2
EFTA00013009

=== Page 900 ===
42-2
EFTA00013010

=== Page 901 ===
00000000637
42-1
3
IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION
Dated:
January 15, 2002
3
EFTA00013011

=== Page 902 ===
EFTA00013012
FILED WITHFAA
'02 FEB 7 PM 1 24
OKLAHOMATY
42

=== Page 903 ===
FORM APPROVED
OMB No. 2120-0042
w
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
41-3
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
N
793TA
REGISTRATION NUMBER
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
и MAR 04
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. Samair, Inc.
OWNING
c/o address below
an undivided 6.25% Interest
2.- See Attachment
owning the interest shown on
the attachment
TELEPHONE NUMBER: (
)
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE SIGNATURE
DATE
1/13/00
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
ISSU ED TEMP CERT OF
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes REG TO EXPIRE 04/03/02
T 021394 to MATS
EFTA00013013

=== Page 904 ===
EFTA00013014
CEML Ot
FILED WITHFAA
02 FEB 7 PM 1 24
OKLAHOMA CITY
OKLAHOMA
e-1/s

=== Page 905 ===
41-1
00000000678
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
25%
Shown on original form hereto
12.5%
Shown on original form hereto
6.25%
Shown on original form hereto
6.25%
Shown on original form hereto
12.5%
Shown on original form hereto
6.25%
Shown on original form hereto
12.5%
Shown on original form hereto
3/6/97
6.25%
Shown on original form hereto
6.25%
Shown on original form hereto
Signatures:
Title:
Date:
2-10.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
1/15/02
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013015

=== Page 906 ===
EFTA00013016
FILED THE
'02 FEB 7 PM 1 24
OKLAWOMA CITY
OKLAHOMA
th

=== Page 907 ===
40-1
UNITED STATES OF AMERICA ADMINISTRATION 00676
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
PP019670
FOR AND IN CONSIDERATION OF S1& OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER N793TA
CONVEYANCE RECORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
2002 MAR 4 PM 2 09
RK-244
DOES THIS 15th DAY OF January 2001
FEDERAL AVIATION
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
ADMINISTRATION
Do Not Wnte In This Block
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Samair, Inc.
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 15th DAY OF January 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
020381330243
$5.00 02/07/2002
EFTA00013017

=== Page 908 ===
40.
OF
h? I Wd L .020
FILED WITHFAA B2
EFTA00013018

=== Page 909 ===
FORM APPROVED
UNITED 0.00.00200369 STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
OMB No. 2120-0042
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
39-3
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
UU FEB 05 2002
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XXX Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. Raytheon Travel Air Company
OWNING
c/o address below
an undivided 6.25% Interest
2.- See Attachment
the interest as shown on the
attachment
TELEPHONE NUMBER: (
)
000
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
"A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
SIGN
TITLE
DATE
1.
EACH PART OF THIS
APPLICATION MUST
Sr. Contracts Manager
12/31/01
BE SIGNED IN INK.
SIGNATURE
TITLE
DATE
2.- See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
EFTA00013019

=== Page 910 ===
39-2
°01 DEC 31 AM 10 02
Wannin DATE
EFTA00013020

=== Page 911 ===
00000000370
ATTACHMENT TO AIRCRAFT REGISTRATION
39-1
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
25%
Shown on original form hereto
12.5%
Shown on original form hereto
6.25%
Shown on original form hereto
6.25%
Shown on original form hereto
12.5%
Shown on original form hereto
6.25%
Shown on original form hereto
12.5%
Shown on original form hereto
3/6/97
6.25%
Shown on original form hereto
6.25%
Shown on original form hereto
Signatures:
Title:
Date:
2-10.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
12/31/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013021

=== Page 912 ===
39
OKLAHOMA
Allo JOHNTHO
'01 DEC 31 AM 10 02
ILED WITH FAA
EFTA00013022

=== Page 913 ===
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATIONO
UNITED STATES OFAMERICA
0
0368
FORM APPROVED
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF S1& OTHER VALUABLE
00032664
38-1
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER
N793TA
CONVEYANCE RECORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Beechjet 400A
AIRCRAFT SERIAL No.
RK-244
2002 FEB 5 PM 1 51
DOES THIS 31st DAY OF December, 2001
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
FEDERAL AVIATION
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Dd NRI WHETHER
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Raytheon Travel Air Company
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 31st DAY OF December, 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
SELLER
Magnatech International, L.P.
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
013651010595
$5.00 12/31/2001
EFTA00013023

=== Page 914 ===
EFTA00013024
FILED WITHFAA
TOMPORTS
'01 DEC 31 AM 10 02
OKLAHOMA CITY
OKLAHOMA
8E

=== Page 915 ===
37-19
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
Security Agreement
9/25/2001
FROM
DOCUMENT NO.
G000258
TO OR ASSIGNED TO
DATE RECORDED
Bank of America National Association
November 27, 2001
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 1
N793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
P & W JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN:
N793TA Raytheon Aircraft Company 400A, Serial # RK-244
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00013025

=== Page 916 ===
37-18
EFTA00013026

=== Page 917 ===
10000001220
G000258
COPY
RACC
SECURITY AGREEMENT
CONVE VANCE
37-17
RECORDED
Raytheon Aircraft Credit Corporation
2001 NOV 27 AM 7 42
1. Grant of Security Interest. To secure the payment of the indebtedness due. Raytheon Aircraft Credit
Corporation (hereinafter referred to as "RACC") by
(hereinafter referred to as "|Debtor") under that
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 to RACC, either
direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a
security interest in the following property and in all additions and accessions thereto and substitutions and
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.
JTISO-5
Aircraft Engines: Make: Pratt & Whitney; Model: PW PT0A-12; Shaft Horsepower: over 750; Serial
Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines.
Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number
(R): N/A, together with any replacement propellers.
B.
All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments,
goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or
owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in
the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as
"RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement,
Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto
(collectively the "Governing Documents").
C.
All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles,
accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its
engines, equipment, accessories and accessions.
2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing
Documents are in full force and effect and current in all respects, that no default or event or condition which with
the passage of time would become a default thereunder exists and that no party to any of the Governing
Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except
as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the
Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide
RACC, as the secured party, with such information as RACC may request regarding the Governing Documents,
any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or
arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding
Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification
of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's
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 present or file any claim, or
take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which
it may be entitled at any time or times.
012841406011
$15.00 10/11/2001
Sep-01
EFTA00013027

=== Page 918 ===
EFTA00013028
FILED WITHFAA
AIRCRAFT REGISTRATION BR
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA
91-65
ROBA

=== Page 919 ===
37-15
10000001221
The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial
Code.
3. Debtor's 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 manufacturer's operating and maintenance
manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the
maintenance and operation of the Collateral.
6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at
all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull
insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such
companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the
insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be
payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be
less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at
least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty
endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor.
Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph.
RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any
checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance
and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments.
Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation
shall at all times be on Debtor.
7. Debtor's 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
Sep-01
EFTA00013029

=== Page 920 ===
37-14
EFTA00013030

=== Page 921 ===
37-13
10000001222
therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records
of the Collateral and any such proceeds.
8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the
Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to
both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of
the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other
intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as
shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable
expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable
costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and
interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the
payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect,
absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection
with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest
in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for
any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the
Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for
demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of
the Collateral.
9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC
may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability
of Debtor to RACC, immediately due and payable.
In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the
Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to
the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security
Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the
Collateral to be transferred into the name of RACC or its designee.
Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of
this Security Agreement may be effected by RACC at a time and in a manner which could result in the
proceeds of such sale being significantly and materially less than might have been received if such sale had
occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and
representatives from and against any and all obligations and/or liabilities arising out of or related to the
timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the
limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral.
10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a
waiver of any other default or of the same default in the future.
11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise
transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the
Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United
States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not
permit the Collateral to be attached or replevied.
12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the
Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the
Promissory Note.
13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this
Security Agreement within ten (10) days of such change.
14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED
INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF
THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL
PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT
EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT
Sep-01
EFTA00013031

=== Page 922 ===
EFTA00013032
FILED WITHFAA
AIRCRAFT REGISTRATION BR
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA
37-12

=== Page 923 ===
37-11
10000001223
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 25 day of SSeptember 2001, at Wichita, Kansas.
Debtor:
Debtor: N/A
N/A
(signature)
(title)
(signature)
(title)
Address:
Address: N/A
Vienna, VA 22182
RAY
By:
Sep-01
EFTA00013033

=== Page 924 ===
EFTA00013034
FILED WITHFAA
AIRCRAFT REGISTRATIONER
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA
37-10

=== Page 925 ===
37-9
00000001224
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 "Buyer").
WITNESSETH:
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 September 25, 2001 , 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.
EFTA00013035

=== Page 926 ===
37-8
EFTA00013036

=== Page 927 ===
37-7
10000001225
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
Dated: September 25, 2001
2
EFTA00013037

=== Page 928 ===
37-6
EFTA00013038

=== Page 929 ===
37-5
10000001226
FAA ASSIGNMENT
ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT
RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under
the Amended and Restated Purchase and Sale Agreement (as amended and supplemented
or otherwise modified from time to time, the "Purchase Agreement") dated as of March
18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the
financial institutions and special purpose corporations from time to time parties
thereunder (the "Purchasers"), Bank of America National Association, as Managing
Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the
"Administrative Agent"), Bank of America National Association and The Chase
Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan
Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co-
Syndication Agents, and each Administrative Agent referred to therein.
WITNESSETH
WHEREAS, pursuant to that certain contract (the "Contract"), the obligor
thereunder has purchased the undivided interest in the aircraft described in the security
agreement to which this FAA Assignment is attached (such undivided interest in such
aircraft the "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:
EFTA00013039

=== Page 930 ===
31-4
EFTA00013040

=== Page 931 ===
00000001227
37-3
2
1.
For value received, the Seller hereby sells, assigns and transfers, effective
on and as of
September 25, 2001, unto the Administrative Agent for the ratable
benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft
and in and to the Security Agreement and all of the Seller's right, title and interest (but
not obligations) in and to the Contract (including the right to payment thereunder) and all
proceeds of the foregoing.
2.
This FAA Assignment is one of the FAA Assignments referred to in, is
entitled to the benefits of and is made subject to the terms and conditions of, the Purchase
Agreement.
3.
GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
2
EFTA00013041

=== Page 932 ===
37-2
EFTA00013042

=== Page 933 ===
37-1
10000001228
3
IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION
Dated:
September 25, 2001
3
EFTA00013043

=== Page 934 ===
EFTA00013044
FILED WITHFAA
MIRCRAFT REGISTRATION 3R
'01 OCT 11 PM 1 55
OKLAHCMA CITY
OKLAHOMA
LI

=== Page 935 ===
FORM APPROVED
OMB No. 2120-0042
)
0
UNITED 218
STATES OF AMERICA TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
36-3
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
JJ OCT 30 2001
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.
OWNING
c/o address below
an undivided
6.25% Interest
2.- See Attachment
owning the interest shown on
the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
Inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE:
ants must sign. Use reverse side if necessary.
TYPE OR PR
SIGNATU
m
DATE
1.
9-25-01
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
SIGNATU
DATE
2.- See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
ISSUED CERT ACDT OF
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition TO EXPIRE 11-29-01
T 016841
EFTA00013045

=== Page 936 ===
EFTA00013046
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA
362

=== Page 937 ===
36-1
00000001219
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
general partners
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
Signatures:
Title:
Date:
2-10.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
9/25/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013047

=== Page 938 ===
EFTA00013048
FILED WITH FAA
AIRCRAFT REGISTRATION BR
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA
IE

=== Page 939 ===
A052854
UNITED STATES FIAMERICA
217
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
35-1
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
CONVEYANCE RECORDED
UNITED STATES
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
2001 OCT 30 PM 2 31
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
RK-244
FEDERAL AVIATION
DOES THIS 25th DAY OF September 2001
ADMINISTRATION
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Do Not Write In This Block
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
c/o
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 25th DAY OF September 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
012841406011
$5.00 10/11/2001
ORIGINAL: TO FAA
EFTA00013049

=== Page 940 ===
EFTA00013050
FILED WITH FAA
AIRCRAFT REGISTRATION BR
'01 OCT 11 PM 1 55
OKLAHOMA CITY
OKLAHOMA

=== Page 941 ===
FORM APPROVED
0
FILING 9 COPY
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
34-3
Raytheon Aircraft Company Beechjeet 400A
K
AIRCRAFT SERIAL No.
JUL 8 2001
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. Raytheon Travel Air Company
OWNING
c/o address below
an undivided 6.25% interest
See Attachment
owning the interest as shwon
on the attachment
TELEPHONE NUMBER: ( 316 ) 676-8000
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(I.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
), or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
to
TITLE
DATE
EACH PART OF THIS
APPLICATION MUST
1
BE SIGNED IN INK.
Sr. Contracts Manager
3/30/01
SIGNATURE
TITLE
DATE
See Attachmenet
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
COPY:MTT
EFTA00013051

=== Page 942 ===
EFTA00013052
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2001 JUN 12 AM 10 16
OKLAHO A CITY
OKLAHOMA
T- to

=== Page 943 ===
0000000093
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
34-1
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
general partners
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
Signatures:
Title:
Date:
2-10.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
3/30/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013053

=== Page 944 ===
EFTA00013054
FILED WITH FAA
AIRCRAFT REGISTRATION BR
2001 JUN 12 AM 10 16
OKLAHOMA CITY
OKLAHOMA
34

=== Page 945 ===
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION QOMINISTRATION
UNITED STATES OF AMERICA
FORM APPROVED
0
0929
AIRCRAFT BILL OF SALE
K030853
OMB NO. 2120-0042
FOR AND IN CONSIDERATION OF S1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
33-1
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
CONVEYANCE RECORDED
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
2001 JUL 18 AM 7 13
RK-244
DOES THIS 30th DAY OF March 2001
FEDERAL AVIATION
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
ADMINISTRATION
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Do Not Write In This Block
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Raytheon Travel Air Company
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO its su cassors ENECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 30th DAY OF March 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP. ALL MUST
SIGN.)
Trustee of the
SELLER
rust
Trustee
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
011631040113
$5.00 6-12-01
ORIG: MHT
EFTA00013055

=== Page 946 ===
EFTA00013056
copy thereof.
FILED WITH FAA
and it is a true and correct
going with the original
AIRCRAFT REGISTRATION BR
have compared the
I hereby certify that
2001 JUN 12 AM 10 16
OKLAHOMA CITY
OKLAHOMA
EE

=== Page 947 ===
FILING COPY
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
0228
F
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N793TA
32-3
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
APR 1.9 2001
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
8
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. OSF International, Inc.
OWNING
c/o address below
an undivided
6.25% Interest
2.- See Attachment
owning the interest shown on
6
the attachment
TELEPHONE NUMBER:
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with allen registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
Inspection at
(2) That the aircraft Is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
E
DATE
CFO
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
3/16/01
E
DATE
2.10See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
010941546269
$5 4/4/01
EFTA00013057

=== Page 948 ===
EFTA00013058
FILED WITHFAA
'01 APR 4 PM 3 28
CALLAHOHAITY
32-2

=== Page 949 ===
0000002282
ATTACHMENT TO AIRCRAFT REGISTRATION
32-1
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
general partners
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
Signatures:
Title:
Date:
2-10.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
3/16/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013059

=== Page 950 ===
EFTA00013060
'01 APR 3 28
FII on WITHFAA
CE

=== Page 951 ===
UNITED STATES OFIAMERICA ADMINISTRATIONO 280
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF SI & OTHER VALUABLE
31-1
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
QQ022643
UNITED STATES
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
CONVEYANCE
AIRCRAFT SERIAL No.
RK-244
RECORDED
DOES THIS 16th DAY OF March 2001
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Do Not WHITE
2001 APR.19 AM 8 33
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
FEDERAL AMEN
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
OSF International, Inc.
c/o
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
its successors essers EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 16th DAY OF March 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP. ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manger
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013061

=== Page 952 ===
31
'01 APR 4 PM 3 28
I hereby certify that I
have compared the fore-
going with th
and it is a true a
VEHICLE 03715
copy thereof.
EFTA00013062

=== Page 953 ===
FILING COPY
FORM APPROVED
OMB No. 2120-0042
UNITED OF AMERICA DEPARTMENT OF RANSPORTATION
0
4
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
30-3
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
SOLD
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.
as Trustees of the
OWNING
Zingale Living Trust U/A/D 03/06/97
an undivided12.50% Interest
c/o address below
2.18 See Attachment
owning the interest shown on
the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
Inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
DATE
Co - TRUSTEE -
1.30.01
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK
TITLE
TRUSTEE
DATE
10-050mber
1-30-01
TITLE
DATE
2.10see Attachment
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
010531246478
$5 2/22/01
EFTA00013063

=== Page 954 ===
EFTA00013064
*
VILED AIRCRAFT WITHFAAN 44 BR
.01 2
AHOMA
Micure
in
9130_
IDI 3000 Meap Bosa
WE e1e-ec00
DE
3 36F
epo' - - -
volsd she
= 39,9 105 wanne
2 our 1 S. Of 0,100
OMHING
XX
dK-Sts
A00A visame) Loant/s9
ATEGE
30-2
4

=== Page 955 ===
30-1
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
general partners
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
Signatures:
Title:
Date:
2-9.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
2/2/01
10.)
Senior Contracts Manager of
Raytheon Travel Air Company
2/2/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013065

=== Page 956 ===
EFTA00013066
AIRCRAFT REGISTRATION BR
FILED WITHFAA
'01 MAR 14 PM 2 44
OKLAHOMA CITY
OKLAHOMA
30

=== Page 957 ===
UNITED STATES OF AMERICA
DEPARTMENT OFTRANSPORT ATION (EDERAL) AVIATION DIINISTRATION
2
103
FORM APPROVED
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
29-1
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
QQ022642
UNITED STATES
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
CONVEYANCE.
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
RECORDED
RK-244
DOES THIS 2nd DAY OF February 2001
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
2001 APR 19 AM 8 33
Do Not Wnte In This Block
12.50% INTEREST IN SUCH AIRCRAFT UNTO:
FOR EAA USE, ONLY
NAME AND ADDRESS
FEDERAL
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL)
OWNING
an undivided 12.50% Interest
PURCHASER
and
as
Trustees of Zingale Living Trust U/A/D 3/6/97
c/o
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
their
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 2nd DAY OF February 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013067

=== Page 958 ===
EFTA00013068
copy thereof.
and it is a true and correct
FILED WITH FAA
with the original
REGISTRATION BR
compared the fore-
I that certify hereby UIMAR I 14 PM 2 44
OKLAHOMA CITY
OKLAHOMA
29

=== Page 959 ===
FORM APPROVED
FILING COPY
OMB No 2120-0042
!
924
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
28-3
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N 793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
SOLD
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. Raytheon Travel Air Company
OWNING
c/o address below
an undivided 18.75% Interest
2.9 See Attachment
owning the interest as shown
on the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
Inspection at
(2) That the aircraft Is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
SIGN
TITLE
DATE
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
1.
Sr. Contracts Manager
1/31/01
SIGN
TITLE
DATE
2.9 See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
010731500381
#5 3/14/01
EFTA00013069

=== Page 960 ===
EFTA00013070
FILED REGISTRATION WITHFAA 37 BR
AIRCRAFT ,01 FEB 22 AM 11
CITY
OKLAHOMA COMA
C-SC

=== Page 961 ===
0 ATTACHMENTTO AIRCRAFT REGISTRATION
28-1
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
general partners
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Shown on original form hereto
Signatures:
Title:
Date:
2-9.)
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
1/31/01
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this
date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013071

=== Page 962 ===
EFTA00013072
FILED WITH FAA
AIRCRAFT REGISTRATION BR
'01 FEB 22 AM 11 37
OKLAHOMA CITY
OKLAHOMA
se

=== Page 963 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATIONFEDERAL AVIATION
COMMINISTRATION 0
I
923
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF S1& OTHER VALUABLE
27-1
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
QQ022641
UNITED STATES
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
CONVEYANCE
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
RECORDED
RK-244
DOES THIS 31 DAY OF January 2001
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
2001 APR 19 AM 8 33
Do Not Write In This Block
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Raytheon Travel Air Company
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 31-1 DAY OF January 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SELLER
REI Air, LLC
Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013073

=== Page 964 ===
EFTA00013074
AIRCRAFT REGISTRATION BR
FILED WITH FAA
FEB 22 AM 11 37
OKLAHOMA CITY
going with the original
have compared the fore-
I hereby certify that I
LC

=== Page 965 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIONADMINISTRATION
0
922
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
26-1
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
QQ022640
UNITED STATES
REGISTRATION NUMBER
N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
CONVEYANCE
AIRCRAFT SERIAL No.
RECORDED
RK-244
DOES THIS 17ᵗʰ DAY OF January 2001
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
2001 APR 19 AM 8 33
Do Not Wnte in This Block
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
12.15
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
ADMINISTRATION
OWNING
an undivided 6.25% Interest
PURCHASER
Raytheon Travel Air Company
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 17th DAY OF January 2001
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SELLER
Interactive Pictures Corporation
EVP
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013075

=== Page 966 ===
EFTA00013076
AIRCRAFT REGISTRATION BR
FILED WITHFAA
copy thereof. Evajame
'01 FEB 22 AM 11 37
OKLAHOMOMATY
and it is a true and correct
going with the original
have compared the fore-
I hereby certify that I
TC

=== Page 967 ===
0
FORM APPROVED
U.S. DEPARTMENT OF
1921
OMB NO. 2120-0042
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
25-1
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
QQ022639
REGISTRATION NUMBER N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
CONVEYANCE
RK-244
RECORDED
DOES THIS 29th DAY OF December 2000
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Do Namine BOO
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
AM 8 33
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
FEDERAL NATION
OWNING INISTRATION
an undivided 6.25% Interest
PURCHASER
Raytheon Travel Air Company
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its ruccessors
EXECUTORSADMINISTRTTORS,AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OF December 2000
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
CIAO, LLC
MANAGE
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013077

=== Page 968 ===
EFTA00013078
AIRCRAFT REGISTRATION BR
FILED WITHFAA
01 FEB 22 AM 11 37
OKLAHOMA OKLAHOMA CITY
going with the original
have compared the fore-
I hereby certify that I
SC

=== Page 969 ===
X 143183
24-1
GA LOAN
00000001587
CONVETANCE
(For use on deals drawn under the March 20, 1997 Agreement)
Beechjet400A
RECORDED
Serial RK-244
Registration N793TA
2001 FEB 28 AM 10 18
Engine Make and Model #s Pratt & Whitney PW JT15D-5
Engine Serial #s PCE-JA0256 and PCE-JA0257
FEDERAL AVIATION
Propeller Make and Model #s
N/A
Propeller Serial #s
N/A
ADMINISTRATION
SEE
FICHE#
RELEASE
The undersigned, assignee of an interest of Raytheon Aircraft Credit Corporation (F/K/A Beech Acceptance
Corporation, Inc.), secured party under the Security Agreement dated December 30
,
1999
, with CIAO, LLC
as debtor, recorded by the Federal
Aviation Administration on
June 30
,
2000
, as Conveyance No.
VV016656
, which Security Agreement was assigned to the undersigned pursuant to the FAA
Assignment dated as of December 30
1999
,
, recorded by the FAA on
June 30, 2000
, as Conveyance No.
VV016656
, and by FAA Assignment dated as
of December 30
, 1999
, recorded by the FAA on
June 30, 2000
, as
Conveyance No. VV016656
hereby releases all of its interest the collateral covered by said
Security Agreement.
Dated this 29th day of December
, 2000
BANK OF AMERICA NATIONAL ASSOCIATION,
AS ADI
By:
BA400191
The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security
Agreement described above.
Dated this 29th day of
December
2000
,
B
This release shall consist of this one page only, with no schedules, appendices or similar attachments attached
hereto.
CERT CY to C&D
EFTA00013079

=== Page 970 ===
EFTA00013080
FILED WITHFAA
AIRCRAFT REGISTRATION BR
'01 JAN 25 AM 11 28
OKLAHOMA CITY
OKLAHOMA
of
DEPARTMENT
we,
tr

=== Page 971 ===
23-19
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
Security Agreement
12/30/99
FROM
DOCUMENT NO.
CIAO LLC
VV016656
TO OR ASSIGNED TO
DATE RECORDED
Bank of America NA Administrative Agent
June 30, 2000
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 1
793TA
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
Pratt & Whitney PW JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: 793TA, Raytheon 400A, s/n RK-244
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00013081

=== Page 972 ===
23-18
EFTA00013082

=== Page 973 ===
000835
VV016656
RACC
SECURITY AGREEMENT
23-17
DONVEYANCE
CERTIFIED COPY
Raytheon Aircraft Credit Corporation
RECORDED
TO BE RECORDED BY FAA
12 32
1. Grant of Security Interest. To secure the payment of the indebtedness Credit
Corporation (hereinafter referred to as "RACC") by CIAO,LLC (hereinafter referred to as "Debtor") under
certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of everl date herewith, and any
renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor to RACC, either
direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a
security interest in the following property and in all additions and accessions thereto and substitutions and
replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the
foregoing (all of said property is hereinafter collectively referred to as the "Collateral"):
A.
An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number
RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the
operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all
engines, propellers, instruments, avionics, equipment and accessories attached to, connected with,
located in or removed from the Aircraft and all logs, manuals and maintenance records:
Aircraft Engines: Make: Pratt Whitney; Model: PW JT15D-5; Shaft Horsepower: over 750; Serial
Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines.
Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R):
N/A, together with any replacement propellers.
B.
All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments,
goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or
owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in
the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as
"RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement,
Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto
(collectively the "Governing Documents").
C.
All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts,
cash, and goods and all payments under any insurance covering the Aircraft and any of its engines,
equipment, accessories and accessions.
2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing
Documents are in full force and effect and current in all respects, that no default or event or condition which with
the passage of time would become a default thereunder exists and that no party to any of the Governing
Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except
as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the
Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide
RACC, as the secured party, with such information as RACC may request regarding the Governing Documents,
any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or
arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding
Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification
of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's
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 present or file any claim, or
(Rev 11/99)
1
orignet Mot
001431225441,$25,5/200
EFTA00013083

=== Page 974 ===
EFTA00013084
FILED WITHFAA
'00 MAY 22 PM 12 03
OKLANOGA CITY
OKLAHOMA
91-ET

=== Page 975 ===
00000000836
23-15
take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it
may be entitled at any time or times.
The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial
Code.
3. Debtor's 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 manufacturer's operating and maintenance
manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the
maintenance and operation of the Collateral.
6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at
all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull
insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such
companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the
insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be
payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be
less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at
least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty
endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor.
Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph.
RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any
checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance
and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments.
Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall
at all times be on Debtor.
7. Debtor's 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
(Rev 11/99)
2
EFTA00013085

=== Page 976 ===
23-14
EFTA00013086

=== Page 977 ===
00000000837
23-13
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
therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records
of the Collateral and any such proceeds.
8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral
and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both
parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the
time and place of any proposed public sale of the Collateral or of the time after which any private sale or other
intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as
shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable
expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable
costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest
due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of
any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or
contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others
not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the
Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any
deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the
Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for
demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of
the Collateral.
9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC
may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability
of Debtor to RACC, immediately due and payable.
In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the
Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to
the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security
Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the
Collateral to be transferred into the name of RACC or its designee.
Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of
this Security Agreement may be effected by RACC at a time and in a manner which could result in the
proceeds of such sale being significantly and materially less than might have been received if such sale had
occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and
representatives from and against any and all obligations and/or liabilities arising out of or related to the
timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the
limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral.
10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a
waiver of any other default or of the same default in the future.
11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise
transfer or encumber the Collateral, or any interest therein, or offer to do so oΓ, 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.
(Rev 11/99)
3
EFTA00013087

=== Page 978 ===
23-12
EFTA00013088

=== Page 979 ===
00900000838
23-11
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
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 30th day of December. 1999, at Wichita, Kansas.
Palm Beach, FL 33410 33410
RAYTHEON AIRCRAFT CREDIT CORPORATION
(Rev 11/99)
4
EFTA00013089

=== Page 980 ===
23-10
EFTA00013090

=== Page 981 ===
00000000839
23-9
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 "Buyer").
WITNESSETH:
WHEREAS, RACC, pursuant to a certain 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 Purchase 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 December 30, 1999, 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.
EFTA00013091

=== Page 982 ===
23-8
EFTA00013092

=== Page 983 ===
00000000840 n
2
23-7
IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT CREDIT CORPORATION
Dated: December 30, 1999
2
EFTA00013093

=== Page 984 ===
23-6
EFTA00013094

=== Page 985 ===
00002000841
23-5
FAA ASSIGNMENT
ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT
RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under
the Amended and Restated Purchase and Sale Agreement (as amended and supplemented
or otherwise modified from time to time, the "Purchase Agreement") dated as of March
18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the
financial institutions and special purpose corporations from time to time parties
thereunder (the "Purchasers"), Bank of America National Association, as Managing
Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the
"Administrative Agent"), Bank of America National Association and The Chase
Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan
Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co-
Syndication Agents, and each AdministrativeAgent referred to therein.
WITNESSETH
WHEREAS, pursuant to a certain Contract, the obligor 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 Purchasers;
WHEREAS, in order to perfect the Purchasers' 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:
EFTA00013095

=== Page 986 ===
23-4
EFTA00013096

=== Page 987 ===
00000000842 n
2
23-3
1.
For value received, the Seller hereby sells, assigns and transfers, effective
on and as of December 30, 1999, unto the Administrative Agent for the ratable benefit of
the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and
to the Security Agreement and all of the Seller's right, title and interest (but not
obligations) in and to the Contract (including the right to payment thereunder) and all
proceeds of the foregoing.
2.
This FAA Assignment is one of the FAA Assignments referred to in, is
entitled to the benefits of and is made subject to the terms and conditions of, the Purchase
Agreement.
3.
GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
2
EFTA00013097

=== Page 988 ===
23-2
EFTA00013098

=== Page 989 ===
C c C
.
3
23-1
IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION
Dated: December 30, 1999
3
EFTA00013099

=== Page 990 ===
23
I hereby certify that I
have compared the fore-
going with the original
and it is a true and correct
CHOKLAHOMATY
'00 MAY 22 PM 12 03
WERITH wills
EFTA00013100

=== Page 991 ===
FILING COPY
FORM APPROVED
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
793TA
22-3
AIRCRAFT MANUFACTURER & MODEL
1999 Raytheon Aircraft Company
Beachjet
400A
X
MAY 12 2000
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
4. Co-owner
5. Gov't.
8.
Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. Colas, Inc.
OWNING
c/o address below
an undivided 6.25% Interest
2.-10See Attachment
owning the interest shown on
the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67201
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
), or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE PRINT NAME SIGNATURE
TITLE
DATE
V.P. Equipment
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
5/1/00
to
TITLE
DATE
2.10 See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
TEMPLERT ISSUEDTOEXP
6-11-00 TOO3207
EFTA00013101

=== Page 992 ===
EFTA00013102
FILED WITH TATION DR
00 MAY 11 PM 12 40
OKLAHOHOMATY
x NVA
22-2

=== Page 993 ===
ATTACAMENTIO AIRCR QFT REZISTRATION
APPLICATION
22-1
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
on original form hereto
on original form hereto
on original form hereto
on original form hereto
on original form hereto
general partners
on original form hereto
on original form hereto
on original form hereto
on original form hereto
Signatures:
Title:
Date:
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
5/1/00
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of
this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application
CHROIDHOMET
CHRRT
EFTA00013103

=== Page 994 ===
EFTA00013104
12 40
OKLAHOMA
OKLAHOMATY
22

=== Page 995 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL VIATION ADMINISTRATION
AIRCRAFT BILL OF SALE
0
0
CERTIFIED COPY
OMB NO. 2120-0042
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
TO BE RECORDED BY FAA 140575
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
21-1
UNITED STATES
REGISTRATION NUMBER
N793TA
CONVEYANCE
AIRCRAFT MANUFACTURER & MODEL
RECORDED
1999 Raytheon Aircraft Company Beschjet 400A
AIRCRAFT SERIAL No.
RK-244
DOES THIS 1st DAY OF May 2000
'00 MAY 12 PM 1 56
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
FEDERAL AVIATION
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLYNISTRATION
NAME AND ADDRESS
(IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Colas, Inc.
c/o
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
its successors
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 1st DAY OF May 2000
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
001321314786
5 5-11-00
EFTA00013105

=== Page 996 ===
EFTA00013106
copy thereof
FILED WITH FAA
and it is a tr
MONAFY REGISTRATION OR
going with
'00 MAY 11 PM 12 40
have compared the fore-
I hereby certify that I
OKLAHOMA CITY
16

=== Page 997 ===
20-1
30000000253 NUMBER CHANGED TO 793TA
4 MAR 14 2000
DATE
ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS
Special Registration Number
N793TA
Aircraft Make and Model
US Department
of Transportation
RAYTHEON AIRCRAFT COMPANY
400A
Present Registration Number
Federal Aviation
Serial Number
Administration
RK-244
7150010
N 428HR
Issue Date:
ICAO AIRCRAFT ADDRESS CODE
MARCH 01, 2000
FOR N793TA =
52542324
This is your authority to change the United States registra-
tion number on the above described aircraft to the special
registration number shown.
Carry duplicate of this form in the aircraft together with the
WICHITA KS 67207-1315
old registration certificate as interim authority to operate the
RAYTHEON TRAVEL AIR CO
aircraft pending receipt of revised certificate of registration.
Obtain a revised certificate of airworthiness from your near-
MICHELS PIPELINE CONSTRUCTION INC
est Flight Standards District Office.
SOUTHEASTERN MILLS INC
The latest FAA Form 8130-6, Application
ET-AL
For Airworthiness on file is dated:
OCTOBER 01, 1999
The airworthiness classification and category:
STD TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is
affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date.
The authority to use the special number expires:
MARCH 01, 2001
CERTIFICATION: I certify that the special registration number was placed on the
RETURN FORM TO:
aircraft described above.
Civil Aviation Registry, AFS-750
Signature
Oklahoma City, Oklahoma 73125-0504
Title of Owner: Actus as Attorney In Fact
ISSUED TEMP CERT OF
EFTA00013107
Vice, Resident, controlles, RAYTHEON TAMVEL AIR Co
REG TO EXPIRE 4-13-00
Date Placed on Aircraft:
March 8, 12000
T00 1644 00 1644
AC Form 8050-64
(5/95) Supersedes Previous Edition

=== Page 998 ===
FILED WITH FAA
AIRCRAFT REGISTRATION BR
00 MAR 10 AM 9 49
OKLAHOMA CITY
OKLAHOMA
EFTA00013108
are

=== Page 999 ===
101101000364
19-1
MORGAN AIRCRAFT TITLE SERVICES, INC.
FAA Aircraft Registry
WHEN REGISTERED RETURN to
Date: 11/01/99
TO:
CENTRAL RECORDS
FOR ANUMBER CHANGE
ATTENTION:
Central Records
793TA
6428HR
428HR
Please reserve ONE (1) special identification number(s) per order of choice.
6 MAR 0.1 2000.
N793TA*
1st Choice
2ⁿᵈ Choice
3ʳᵈ Choice
4th Choice
For Assignment to: Make and Model:
RAYTHEON AIRCRAFT COMPANY 400A
Serial No.:
RK-244
Registration No.:
N428HR
SEND
Notice
AC Form 8050-64 to: RAYTHEON TRAVEL AIR COMPANY
Form 8050-7
WICHITA, KS. 67201
Please send to Morgan Aircraft Title Services in the Public Documents Room.
ADDITIONAL INSTRUCTIONS
*LETTER OF RELEASE ATTACHED.
Thanks
993051212021
$ 10.00 11/01/1999
EFTA00013109

=== Page 1000 ===
EFTA00013110
FILED WITHFAA
AIRCE ATION PP
'99 NOV 1 AM 11 59
OKLAHOHA CITY
OKLAHOHA
bl

=== Page 1001 ===
0 in
18-1
Raytheon
Raytheon Aircraft Company
October 29th, 1999.
Federal Aviation Administration
Central Records
Oklahoma City, OK 73127
Dear Sirs,
N793TA is reserved by Raytheon Aircraft Company and we hereby release and transfer
this number to Raytheon Travel Air Company, for assignment to Beechjet 400A Serial
Number RK-244.
If you have any questions, please contact me on
Sincerely,
EFTA00013111

=== Page 1002 ===
EFTA00013112
FILED WITHFAA
'99 NOV 1 AM 11 59
OKLAHOMA CITY
OKLAHOMA
81

=== Page 1003 ===
17-19
U.S. DEPARTMENT OF TRANSPORTATION
SEE CONVEYANCE NO
FEDERAL AVIATION ADMINISTRATION
CROSS-REFERENCE-RECORDATION
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
DATE EXECUTED
S/A
12-31-99
FROM
DOCUMENT NO.
AIRCAP LLC
X140282
RAYTHEON AIRCRAFT CREDIT CORP- SECURED PARTY- ASSIGNOR
TO OR ASSIGNED TO
DATE RECORDED
RAYTHEON AIRCRAFT RECEIVABLES CORP- ASSIGNEE- ASSIGNOR
March 6, 2000
BANK OF AMERICA AS ADMINISTRATIVE AGENT- ASSIGNEE
THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE:
AIRCRAFT (List by registration number)
TOTAL NUMBER INVOLVED 1
N428HR
ENGINES
TOTAL NUMBER INVOLVED 2
MAKE(S)
SERIAL
P&W PW-JT15D-5
NO. PCE-JA0256
PCE-JA0257
PROPELLERS
TOTAL NUMBER INVOLVED
MAKE(S)
SERIAL
NO.
SPARE PARTS -LOCATIONS
TOTAL NUMBER INVOLVED
LOCATION
RECORDED CONVEYANCE FILED IN: N428HR RK-244 RAYTHEON AIRCRAFT COMPANY 400A
AC FORM 8050-23 (1-96) (0052-00-582-6000)
EFTA00013113

=== Page 1004 ===
17-18
EFTA00013114

=== Page 1005 ===
10000001352
X140282
RACC
SECURITY AGREEMENT
17-17
CONVEYANCE
CERTIFIED COPY Raytheon Aircraft Credit Corporation
RECORDED
TO BE RECORDED BY FAA
'00 MAN 6 PM 4 31
1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon Aircraft Credit
Corporation (hereinafter referred to as "RACC") by AIRCAP LLC (hereinafter referred to as "Debtor") under that
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 to RACC, either
direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a
security interest in the following property and in all additions and accessions thereto and substitutions and
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 12.5% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number
RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the
operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all
engines, propellers, instruments, avionics, equipment and accessories attached to, connected with,
located in or removed from the Aircraft and all logs, manuals and maintenance records.
Aircraft Engines: Make: Pratt Whitney; Model: PW-JT15D-5; Shaft Horsepower: over 750; Serial
Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines.
Aircraft Propellers: Hub Make: NA; Hub Model: NA; Hub Serial Number (L): NA; Hub Serial Number (R):
NA, together with any replacement propellers.
B.
All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments,
goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or
owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in
the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as
"RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement,
Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto
(collectively the "Governing Documents").
C.
All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts,
cash, and goods and all payments under any insurance covering the Aircraft and any of its engines,
equipment, accessories and accessions.
2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing
Documents are in full force and effect and current in all respects, that no default or event or condition which with
the passage of time would become a default thereunder exists and that no party to any of the Governing
Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except
as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the
Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide
RACC, as the secured party, with such information as RACC may request regarding the Governing Documents,
any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or
arising out of Debtor's right, title or interest in the Collateral, including, without limitation information regarding
Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification
of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtor's
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 present or file any claim, or
(Rev 11/99)
N428HR, pending change to
000531402599
15 2-22-00 15
EFTA00013115

=== Page 1006 ===
17-16
OKLANCIA OKLAHOMA CITY
'00 FEB 22 PM 1 24
FILED A WITHFAA
EFTA00013116

=== Page 1007 ===
00000001353
17-15
take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it
may be entitled at any time or times.
The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial
Code.
3. Debtor's 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 manufacturer's operating and maintenance
manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the
maintenance and operation of the Collateral.
6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at
all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull
insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such
companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the
insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be
payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be
less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at
least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty
endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor.
Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph.
RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any
checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance
and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments.
Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall
at all times be on Debtor.
7. Debtor's 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
(Rev 11/99)
6
EFTA00013117

=== Page 1008 ===
17-14
EFTA00013118

=== Page 1009 ===
10000001354
17-13
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
therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records
of the Collateral and any such proceeds.
8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral
and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both
parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the
time and place of any proposed public sale of the Collateral or of the time after which any private sale or other
intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as
shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable
expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable
costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest
due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of
any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or
contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others
not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the
Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any
deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the
Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for
demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of
the Collateral.
9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC
may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability
of Debtor to RACC, immediately due and payable.
In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the
Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to
the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security
Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the
Collateral to be transferred into the name of RACC or its designee.
Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of
this Security Agreement may be effected by RACC at a time and in a manner which could result in the
proceeds of such sale being significantly and materially less than might have been received if such sale had
occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and
representatives from and against any and all obligations and/or liabilities arising out of or related to the
timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the
limitations set forth in the Governing Documents that relate to Debtor's interest in the Collateral.
10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a
waiver of any other default or of the same default in the future.
11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise
transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the
Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United
States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not
permit the Collateral to be attached or replevied.
12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the
Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the
Promissory Note.
(Rev 11/99)
7
EFTA00013119

=== Page 1010 ===
17-12
EFTA00013120

=== Page 1011 ===
0000000135
17-11
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
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.
hereof. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision
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
hereto. Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties
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 31st day of Decembers 99. at Wichita Kansas
e)
(title)
(Rev 11/99)
8
EFTA00013121

=== Page 1012 ===
17-10
EFTA00013122

=== Page 1013 ===
0000000135
17-9
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 "Buyer").
WITNESSETH:
WHEREAS, RACC, pursuant to a certain 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 Purchase 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 December 31, 1999, 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.
EFTA00013123

=== Page 1014 ===
17-8
EFTA00013124

=== Page 1015 ===
9 0 0 7 0 00 ! 357
2 17-7
IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT CREDIT CORPORATION
Dated: December 31, 1999
2
EFTA00013125

=== Page 1016 ===
17-6
EFTA00013126

=== Page 1017 ===
00000001350
17-5
FAA ASSIGNMENT
ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT
RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under
the Amended and Restated Purchase and Sale Agreement (as amended and supplemented
or otherwise modified from time to time, the "Purchase Agreement") dated as of March
18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the
financial institutions and special purpose corporations from time to time parties
thereunder (the "Purchasers"), Bank of America National Association, as Managing
Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the
"Administrative Agent"), Bank of America National Association and The Chase
Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan
Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co-
Syndication Agents, and each AdministrativeAgent referred to therein.
WITNESSETH
WHEREAS, pursuant to a certain Contract, the obligor 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 Purchasers;
WHEREAS, in order to perfect the Purchasers' 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:
EFTA00013127

=== Page 1018 ===
17-4
EFTA00013128

=== Page 1019 ===
00000001359
2 17-3
1.
For value received, the Seller hereby sells, assigns and transfers, effective
on and as of December 31, 1999, unto the Administrative Agent for the ratable benefit of
the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and
to the Security Agreement and all of the Seller's right, title and interest (but not
obligations) in and to the Contract (including the right to payment thereunder) and all
proceeds of the foregoing.
2.
This FAA Assignment is one of the FAA Assignments referred to in, is
entitled to the benefits of and is made subject to the terms and conditions of, the Purchase
Agreement.
3.
GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
2
EFTA00013129

=== Page 1020 ===
17-2
EFTA00013130

=== Page 1021 ===
03000001350
3 17-1
IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly
executed on the day and year written below.
RAYTHEON AIRCRAFT RECEIVABLES
CORPORATION
Dated: December 31, 1999
3
EFTA00013131

=== Page 1022 ===
EFTA00013132
FILED WITHEAA
PM 1 24
thereof.
andit isa true and correct
with the original
have compared the fore-
I hereby certify that I
LI

=== Page 1023 ===
FORM APPROVED
OMB No. 2120-0042
UNITE STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
01348
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N 428HR
16-3
AIRCRAFT MANUFACTURER & MODEL
FEB 2000
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XXX4. Co-owner
5. Gov't.
8.
Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. AIRCAP LLC
OWNING
c/o address below
an undivided 12.5% Interest
2.-10 See Attachment
owning the interest as shown on
the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67207
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
d
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE
Sr Contracts Manager of
LA
TITLE
DATE
Raytheon Travel Air Company
1/1/2000
EACH PART OF THIS
APPLICATION MUST
acting as attorney-in-fact
BE SIGNED IN INK.
$
TITLE
DATE
2.10 See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending ISSUED TEMP CERT OF aircraft may be operated for a period not in excess of 90
days, "REG TO EXPIRE this applicated must 00 carried in the aircraft.
AC Form 8050-11(12/90) 9007) Supersedes Previous Edition
000531402599
$5.00 2-22-00
cy rtn to M&T
EFTA00013133

=== Page 1024 ===
EFTA00013134
FILED WITH F AA
AI"
P 00 FEB 22 PM 1 23
CHLANDAR CITY
OKLAHOMA
T-91

=== Page 1025 ===
AIRCRAFT 319 REGISTRATION
n
16-1
APPLICATION
N793TA N 428HR, pending change to
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
Shown on original form hereto
c/o applicant #2
c/o applicant #2
c/o applicant #2
c/o applicant #2
c/o applicant #2
c/o applicant #2
c/o applicant #2
c/o applicant #2
Signatures:
Title:
Date:
Senior Contracts Manager of
Raytheon Travel Air Company
1/11/2000
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
1/11/2000
a Pennsylvania limited partnership,
general partners
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of
this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013135

=== Page 1026 ===
16

=== Page 1027 ===
UNITED STATES OF AMERICA
FORM APPROVED
US DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
OMB NO 2120-0042
AIRCRAFT BILL OF SALE) 0001
347
FOR AND IN CONSIDERATION OF $1& OTHER VALUABLE
P22751
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
15-1
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
REGISTRATION NUMBER N793TA
N428HR, sending changeto
CONVEYANCE
RECORDED
AIRCRAFT MANUFACTURER & MODEL
gt
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEB 23 11 50 A.1 '00
RK-244
TON
DOES THIS 30th DAY OF December 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
PURCHASER
an undivided 6.25% Interest
CIAO, LLC
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
WARRANTS THE TITLE THEREOF.
its successors EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 30th DAY OF December 1999
NAME (S) OF SELLER
SIGNATURE (S)
(TYPE OR PRINTED)
TITLE
(IN INK) (IF EXECUTED
FOR CO-OWNERSHIP, ALL MUST
(TYPED OR PRINTED)
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
orig rtnto M&T
EFTA00013137

=== Page 1028 ===
EFTA00013138
20 VITHERA
22 PM 1 23
going with the original
CITY
OKLAHOMA
have compared the fore-
I hereby certify that I
15

=== Page 1029 ===
UNITED STATES OF AMERICA
FORM APPROVED
US DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION
AIRCRAFT BILLOFSALE ADMINISTRATION
OMB NO. 2120-0042
310
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
P22750
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
14-1
UNITED STATES
REGISTRATION NUMBER
N428HR N793TA pending change to
RECORDED
AIRCRAFT MANUFACTURER & MODEL
ST
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEE [3 At '00
RK-244
DOES THIS 15th DAY OF December 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
ATHIN
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
PURCHASER
an undivided 6.25% Interest
SL Wings, LLC
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors EXECUTIORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 15th DAY OF December 1999
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
orig rtn to M&T
EFTA00013139

=== Page 1030 ===
14
I hereby certify that I
have compared the fore-
LAHOMA going with the original
ALIO
and itis a true and correct
22 I Wd
Julifian copy thereof
FRO
00
GETH
EFTA00013140

=== Page 1031 ===
UNITED STATES OF AMERICA
FORM APPROVED
US DEPARTMENT OF TRANSPORTATION FEDERAL
AIRCRAFT BILL'OF SALE U J 0
OMB NO. 2120-0042
345
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
P22749
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
13-1
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
N793TA N428HR, pending change to
CONVEYANCE
REGISTRATION NUMBER
RE CORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEB 23 43 AH 1'09 IT
RK-244
DOES THIS 7th DAY OF December 1999
FL
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
A.
ATION
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not White In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 6.25% Interest
PURCHASER
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
his
WARRANTS THE TITLE THEREOF.
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 7th DAY OF December 1999
NAME (S) OF SELLER
SIGNATURE (S)
(TYPE OR PRINTED)
TITLE
(IN INK) (IF EXECUTED
FOR CO-OWNERSHIP, ALL MUST
(TYPED OR PRINTED)
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
Drig rtn to M&T
EFTA00013141

=== Page 1032 ===
13
I hereby certify that I
VI.HAVA admbared the fore-
23
EFTA00013142

=== Page 1033 ===
UNITED STATES OF AMERICA
FORM APPROVED
U.S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
3
OMB NO 2120-0042
AIRCRAFT BILL OFSALE 0001
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
P22748
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
12-1
UNITED STATES
REGISTRATION NUMBER N793TA
N428HR, pending changet.
CONVERANCE
RECORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEE 23 5A
RK-244
DOES THIS 29th DAY OF November 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
PURCHASER
an undivided 6.25% Interest
Magnatech International, L.P., a Pennsylvania limited
partnership
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
WARRANTS THE TITLE THEREOF.
its successors EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OF November 1999
NAME (S) OF SELLER
SIGNATURE (S)
(TYPE OR PRINTED)
TITLE
(IN INK) (IF EXECUTED
FOR CO-OWNERSHIP, ALL MUST
(TYPED OR PRINTED)
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
orig rtn to M&T
EFTA00013143

=== Page 1034 ===
12
I hereby certify that I
have compared the fore-
going with the original
and it is a true and correct
copy thereof. THO
22 I Wd 22 833 00.
TWENTIM 03713
EFTA00013144

=== Page 1035 ===
UNITED STATES OF AMERICA
FORM APPROVED
US. DEPARTMENT OF TRANSPORTATION- FEDERAL AVIATION ADMINISTRATION
AIRCRAFT BILL OF SALE 7000
OMB NO 2120-0042
313
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
P22747
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
11-1
UNITED STATES
N793TA N428HR, pending change to
UNVERANCE
REGISTRATION NUMBER
RECORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEB 23 AH
RK-244
DOES THIS 23rd DAY OF November 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
A
ATTON
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
6.25% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
PURCHASER
an undivided 6.25% Interest
Interactive Pictures Corporation
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
WARRANTS THE TITLE THEREOF.
its successors EXECUTORS, RATORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 23rd DAY OF November 1999
NAME (S) OF SELLER
SIGNATURE (S)
(TYPE OR PRINTED)
TITLE
(IN INK) (IF EXECUTED
FOR CO-OWNERSHIP, ALL MUST
(TYPED OR PRINTED)
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO BE RECORDED BY FAA
ORIGINAL: TO FAA
orig rtuto M&T
EFTA00013145

=== Page 1036 ===
EFTA00013146
MIDELED WITHES A
22 PM 1 23
Cliy
OKLAHOMA
correct
going with the original
have compared the fore-
I hereby certify that I
11

=== Page 1037 ===
UNITED STATES OF AMERICA
FORM APPROVED
J.S DEPARTMENT OF TRANSPORTATION FEDERADAVIATION ADMINISTRATION
AIRCRAFT BILL OFSALE TOTAL 0
OMB NO 2120-0042
1342
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
P22746
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
10-1
UNITED STATES
N428HR, N793TA pending changeto
CONVE FANCE
REGISTRATION NUMBER
RECORDED
AIRCRAFT MANUFACTURER & MODEL
gt
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEE 23 1144AM'00 AM
RK-244
DOES THIS 1st DAY OF January 2000
FL
PIN
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
ATION
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
12.50% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
PURCHASER
an undivided 12.50% Interest
AIRCAP LLC
Wichita, KS 67207
DEALER CERTIFICATE NUMBER
AND TO
its successors
WARRANTS THE TITLE THEREOF.
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 1st DAY OF January 2000
NAME (S) OF SELLER
SIGNATURE (S)
(TYPE OR PRINTED)
TITLE
(IN INK) (IF EXECUTED
FOR CO-OWNERSHIP. ALL MUST
(TYPED OR PRINTED)
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ORIGINAL: TO FAA
orig stuto M&T
EFTA00013147

=== Page 1038 ===
10
OKLAHOMA
I hereby certify that I
OKLAN CITY
have compared the fore-
going with the and original correct
FEB 22 PM 1 23
true
V RIM GETE
EFTA00013148

=== Page 1039 ===
FILING COPY
FORM APPROVED
OMB No. 2120-0042
10020
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
00183
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
793TA
428HR
9-3
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
L FEB 23 2000
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
XX
4. Co-owner
5. Gov't.
8. Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1. REI Air, L.L.C.
OWNING
c/o address below
an undivided 12.5% Interest
2.-4See Attachment
owning the interest shown on
the attachment
TELEPHONE NUMBER: 316, 676-8000
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67201
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
), or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PR
SIGNATU
TITLE
DATE
1.
BE SIGNED IN INK.
MANAGER
11/19/99
EACH PART OF THIS
APPLICATION MUST
SIGNATURE
TITLE
DATE
2.4s See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
993421511532
#500 12-8-99
EFTA00013149

=== Page 1040 ===
9-2
OKLAHOMA
h0 E Wd 8 030.60
Same
EFTA00013150

=== Page 1041 ===
10000001332
ATTACHMENT TO AIRCRAFT REGISTRATION
9-1
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
50%
Shown on original form hereto
25%
c/o applicant #2
12.5%
c/o applicant #2
Signatures:
Title:
Date:
Senior Contracts Manager of
Raytheon Travel Air Company
11/19/99
Senior Contracts Manager of
Raytheon Travel Air Company
Acting as Attorney-in-Fact
11/19/99
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of
this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013151

=== Page 1042 ===
9
1.110 WHERE
h0 ε Wd 8 030 66,
EFTA00013152

=== Page 1043 ===
UNITED STATES OF AMERICA
FORM APPROVED
US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRA
AIRCRAFT BILLOF SALE U 0
L71569
OMB NO 2120-0042
3 ? )
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
8-1
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
CONVEYANCE
UNITED STATES
RECORDED
REGISTRATION NUMBER N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
FEB 23 Tax 00 sw
AIRCRAFT SERIAL No.
RK-244
DOES THIS 19th DAY OF November 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
ISTRATION
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
12.50% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 12.50% Interest
PURCHASER
REI Air, LLC
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors EXECUTORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
MADE
RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013153

=== Page 1044 ===
8
I hereby certify that I
have compared the fore-
going with the original
and it is a true and correct
copy thereof
ho E Ud 8
EFTA00013154

=== Page 1045 ===
FORM APPROVED
UNITED STATES OF AMERICA
OMB NO 2120-0042
U.S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
AIRCRAFT BILL OF SALE
0
1337
L71508
FOR AND IN CONSIDERATION OF $1 & OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
7-1
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
CONVERSIDE
REGISTRATION NUMBER N793TA
RECORDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
FEB 23 'OOsw
RK-244
DOES THIS 19th DAY OF November 1999
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
Do Not Write In This ISTRATION
12.50% INTEREST IN SUCH AIRCRAFT UNTO:
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 12.50% Interest
PURCHASER
Southeastern Mills, Inc.
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors
EXECUTORS, ADMINIS TRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
TO EE RECORDED BY FAA
ORIGINAL: TO FAA
EFTA00013155

=== Page 1046 ===
7
I hereby certify that I
have compared the fore-
&
with the original
ect
h0 E Wd 8
EFTA00013156

=== Page 1047 ===
FILING COPY
FORM APPROVED
00000
)
U
OMB No. 2 2120-0048
7
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
793TA 428HR
AIRCRAFT MANUFACTURER & MODEL
6-3
Raytheon Aircraft Company Beechjet 400A
AIRCRAFT SERIAL No.
X DEC 0 3 1999
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
3. Corporation
X
4. Co-owner
5. Gov't.
8.
Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
1.
OWNING
c/o address below
an undivided 25% Interest
2.- See Attachment
owning the interest as
shown on the attachment
TELEPHONE NUMBER: (
ADDRESS (Permanent mailing address for first applicant listed.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
KS
67201
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
), or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country; and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
SI
TITLE
DATE
1
EXEC. VICE PRES.
11/2/99
EACH PART OF THIS
APPLICATION MUST
BE SIGNED IN INK.
SIGNATURE
TITLE
DATE
2.- See Attachment
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be ISSUED EMP CERT OF
REG TO EXPIRE 1-2-00
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
997795
CYBET'D tom't
EFTA00013157

=== Page 1048 ===
EFTA00013158
AT : Helm dates
.99 NOU 22 AM 11 on 28 Y
C
OKLAHOMA
C-9

=== Page 1049 ===
00010001250
6-1
ATTACHMENT TO AIRCRAFT REGISTRATION
APPLICATION
N793TA
Beechjet 400A
Serial: RK-244
Name of applicant:
Owning an undivided
Address:
Interest of:
2.) Raytheon Travel Air Company
75%
Shown on original form hereto
Signatures:
Title:
Date:
Senior Contracts Manager of
Raytheon Travel Air Company
11/2/99
By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration
Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of
this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application
EFTA00013159

=== Page 1050 ===
OKLAHOMA
C ORLANDAN on Y
'99 NOV 22 AM 11 28
GETTS

=== Page 1051 ===
UNITED STATES OF AMERICA
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
1
213
FORM APPROVED
OMB NO. 2120-0042
AIRCRAFTBILL OF SALE
708333
FOR AND IN CONSIDERATION OF $1& OTHER VALUABLE
CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN
5-1
UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE
OF THE AIRCRAFT DESCRIBED AS FOLLOWS:
UNITED STATES
CONVEYANCE
RECORDED
REGISTRATION NUMBER N793TA
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Company Beechjet 400A
DEC 3
AIRCRAFT SERIAL No.
RK-244
WIATION
DOES THIS 2nd DAY OF November 1999
ANTION
HEREBY SELL GRANT, TRANSFER AND DELIVER ALL
RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED
25.00% INTEREST IN SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
OWNING
an undivided 25.00% Interest
PURCHASER
Michels Pipeline Construction, Inc.
Wichita, KS 67201
DEALER CERTIFICATE NUMBER
AND TO
its successors
WARRANTS THE TITLE THEREOF.
EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND
IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 2nd DAY OF November 1999
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPE OR PRINTED)
(IN INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL MUST
SIGN.)
SELLER
Raytheon Travel Air Company
Sr. Contracts Manager
ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
CERTIFIED COPY
ORIGINAL: TO FAA
TO BE RECORDED BY FAA
993261144103
5 11-22-99
ORIGRETHOM'ST
EFTA00013161

=== Page 1052 ===
EFTA00013162
AM 11 28
and it is a-true and correct
VI'C" compared the fore-
going with the original
CIT
Y
I hereby certify that I
S
U

=== Page 1053 ===
FORM APPROVED
FILING COPY
2
UT
OMB No. 2120-0042
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER
4-1
AIRCRAFT REGISTRATION APPLICATION
CERT. ISSUE DATE
UNITED STATES
REGISTRATION NUMBER
N
428HR
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Co.
400A
SOLD
AIRCRAFT SERIAL No.
RK-244
FOR FAA USE ONLY
TYPE OF REGISTRATION (Check one box)
1. Individual
2. Partnership
XX
3. Corporation
4. Co-owner
5. Gov't.
8.
Non-Citizen
Corporation
NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.)
Raytheon Travel Air Company
TELEPHONE NUMBER: (
ADDRESS (Permanent mai
sted.)
Number and street:
Rural Route:
P.O. Box:
CITY
STATE
ZIP CODE
Wichita
Kansas
67206
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
ATTENTION! Read the following statement before signing this application.
This portion MUST be completed.
A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment
(U.S. Code, Title 18, Sec. 1001).
CERTIFICATION
I/WE CERTIFY:
(1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations)
of the United States.
(For voting trust, give name of trustee:
). or:
CHECK ONE AS APPROPRIATE:
a.
A resident alien, with alien registration (Form 1-151 or Form 1-551) No.
b.
A non-citizen corporation organized and doing business under the laws of (state)
and said aircraft is based and primarily used in the United States. Records or flight hours are available for
inspection at
(2) That the aircraft is not registered under the laws of any foreign country: and
(3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration.
NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary.
TYPE OR PRINT NAME BELOW SIGNATURE
TITLE
DATE
EACH PART OF THIS
V.P. Controller
Oct 29, 1999
APPLICATION MUST
BE SIGNED IN INK.
TITLE
DATE
SIGNATURE
TITLE
DATE
NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90
days, during which time the PINK copy of this application must be carried in the aircraft.
AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition
cyrrid tomat
EFTA00013163

=== Page 1054 ===
EFTA00013164
FILED WITHFAA
. 99 NOV 4 PM 3 28
ORLAHOMA CITY
OKLAHOMA
to

=== Page 1055 ===
FORM APPROVED
UNITED STATES OF AMERICA
OMB NO 2120-0042
0.00 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION
08332
AIRCRAFT BILL OF SALE
FOR AND IN CONSIDERATION OF $ 100rc THE
3-1
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DES.
CRIBED AS FOLLOWS:
CONV: (ANCE
UNITED STATES
REGISTRATION NUMBER
N
428HR
FICENDED
AIRCRAFT MANUFACTURER & MODEL
Raytheon Aircraft Co.
400A
AIRCRAFT SERIAL No.
EC 3 53 14'39
RK-244
29 DAY OF Oct
F WHATION
DOES THIS
1999
HEREBY SELL, GRANT, TRANSFER AND
NATION
DELIVER ALL RIGHTS, TITLE, AND INTERESTS
IN AND TO SUCH AIRCRAFT UNTO:
Do Not Write In This Block
FOR FAA USE ONLY
NAME AND ADDRESS
(IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL)
Raytheon Travel Air Company
PURCHASER
Wichita, KS 67206
DEALER CERTIFICATE NUMBER
AND TO its successors
AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
IN TESTIMONY WHEREOF
we HAVE SET our HAND AND SEAL THIS 29 DAY OF Oct 1999
NAME (S) OF SELLER
SIGNATURE (S)
TITLE
(TYPED OR PRINTED)
ON INK) (IF EXECUTED
(TYPED OR PRINTED)
FOR CO-OWNERSHIP. ALL MUST
SIGN)
Raytheon Aircraft
SELLER
Company
Designated Agent
BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.)
ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HOWEVER, MAY BE REQUIRED
993081531237
5 11-4-99
ORIGINAL: TO FAA
AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition
CERTIFIED COPY
TO BE RECORD BY FAA
ORIG RETD to M&T
EFTA00013165

=== Page 1056 ===
EFTA00013166
APPROPT FILED
WITHFAA
'99 NOV 4 PM 3 28
OKLAHOHOMATY
going with the original
have compared the fore-
I hereby certify that I
3

=== Page 1057 ===
2-1
U.S. Department
Flight Standards Service
of Transportation
Civil Aviation Registry, AFS-700
Oklahoma City, Oklahoma 73125-0504
Federal Aviation
Administration
July 7, 1999
Raytheon Aircraft Company
B
Wichita KS 67201
Dear Mr. Gustafson:
United States identification mark N428HR has been assigned to
Raytheon Aircraft Company, model 400A serial number RK-244,
Mode S code 51215026, requested by Morgan Aircraft Title
Services. This manufacturer's assignment of special
registration number cannot be used as an authorization for a
number change.
If we may be of further assistance, please contact the
Aircraft Registration Branch at
.
Sincerely,
In
Legal Instruments Examiner
Aircraft Registration Branch
EFTA00013167

=== Page 1058 ===
2
EFTA00013168

=== Page 1059 ===
0000003146
MORGAN AIRCRAFT TITLE SERVICES, INC.
1-1
Date: 06/30/99
TO:
FAA Aircraft Registry
ATTENTION:
Central Records
428HR
17 JUL 06 1999
Please reserve ONE (1) special identification number(s) per order of choice.
C
428HR
do
17 JUL 07 1999
N428HR
1st Choice
2ⁿᵈ Choice
3ʳᵈ Choice
4th Choice
For Assignment to: Make and Model:
RAYTHEON AIRCRAFT COMPANY 400A
Serial No.:
RK-244
Registration No.:
NEW AT FACTORY
SEND
Notice
AC Form 8050-64 to: RAYTHEON AIRCRAFT COMPANY
\
Form 8050-7
WICHITA, KS. 67201
Please send to Morgan Aircraft Title Services in the Public Documents Room.
ADDITIONAL INSTRUCTIONS
991811321092
6/30/1999
Thanks,
17 JUL 07 1999
EFTA00013169

=== Page 1060 ===
EFTA00013170
'89 09
= 10:00


