EFTA Document EFTA01327387

DomiSIgn Envelop* ID: SF5A5466-1857-43.51.A244.W0438E6749 0 us oatkatment a rtiwisawawo Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Regisuaiton Number NI88TH Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number NINSTS Serial Number RK.244 Issue Date: Mar 11. 2021 ICAO AIRCRAFT ADDRESS CODE FOR N 188TH - 50260025 THORAIR LLC PO BOX 2218 SANDUSKY OH 44871.2218 I rill:i mlai to,14uanividailtirrirtii li lil - Ibis as your authority to Outgo the United Sides registratI011 number on the above described aircraft to the special remstmuon number alma% Carry duphow of thus form in to aircraft together with the old registrationamnesic ac interim authority to Operate ilw aircraft peadmg receipt of rowed cerielkate of aircraft cogisuallon. The latest FAA Form III.RI-6, Application For Airworthiness on Me b dated: Ma 06. 2_011 The altrisordtlans classification and category: STD TRAMP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form lo 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 ainvorthiness from your mares' Flight Standards District Office. The authority to use the special *umber expires: Mar I I, 2022 CERTIFICATION: I comfy that the special registration number was placed osi the aircraft described above. obsonnowitir Rabotiat lltdititls. 354/97C0C.CAO, SIXxxlIzo of Owner l'S au: 4 'Thor cii" RETURN FORM TO: Civil Aviation Registry Aircraft Registration Branch P.O. Box 25504 Oklahoma City. Oklahoma 73125-0504 Tide of Clswier rtni dent/ TherSneet 1e1/4t (t\ her OW Placed co Aircrafi (al At t k A8. 262 I it FORM 5050-64 (MOO) aarwrwsks Prn km Edition SDNY_GM_02755349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accepted IR Apr/07/2021 EFTA_00242271 EFTA01327387 VINOHV1;10 Aila \''•..';OHV1NO SO E Nd 9— UdY lilt 218 NOIIVESION IJVHOUIV VVJ HIIM 03113 SDNY_GM_02755350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242272 EFTA01327388 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 ThorAir. We would like to hold NltiSTS and put N188TH on the BE-40 RK-244. 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 Hunter McDonald (Chief Pilot) at ai Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: Title: NAct-Se- Date: 12/74/7-Das.--, r email $10 00 01111/2021 510.00 01/11/2021 SDNY_GM_02755351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 PO tO 0 tO EFTA_00242273 EFTA01327389 AIM VI/JOHV1M0 90£ :8 WV I I NV1 1201 NOII. 1:1808IV lifVd H11,5i 03113 SDNY_GM_02755352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242274 EFTA01327390 OMB Comm' heiress 21200729 Exams 0413017 Paperwork Reduction Act Statement: The Infcmoeion <clamed on this Cann Y necessary to maintain aircraft ',outdoor. We estimate mat it ion take approurraey 30 minutes to con-Otte the foto Pease note that an any may nor condual or sponsor. and a person is a ecu no to respond lo. a °Mottos of irronnation unless it displays a Rig CAM corpol run-on'. Form Approved, OMB No. 2120-0729 -Commena concerning Me accuracy of dins tooen and sone:eons Ion mamas this burden shoal be devoted to the FAA at 800 Independence Avenue SW. Washingron. DC 20501. ATTN: Inionnaton C,otecton Cleararce Officer. AES-200.- DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (See 14 CF.R. S.§ 47.15(1). 47.40 and 47.4f) AIRCRAFT REGISTRATION NUMBER N MANUFACTURER RAYTHEON ARCRAFT COMPANY DATE OF ISSUANCE 12/3112013 SERIAL NUMBER MODEL 400A DATE OF EXPIRATION 12/31/2022 TYPE OF REGISTRATION LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner I) THORAR LLC (Owner 2) Mato; Enter any adddional owner names on page twcf (Address) P° B°X 2218 (Address) Coy SANOUSKY state OH zip 44871.2218 Country UNTIED STATES Physical Address: Required when mailing address Is a P.O. Box or mail drop. (Address) 312 NEILSEN ME (Address) coy SAHOLISKY State Off 44. 70 campy UNITED STATES TO RENEW REGISTRATION: REVIEW setae' registration information. Ste.), the appropriate statement, Etna any change in address in the spaces below. =L. pg1F. & 0OL1. form with the $5 renewal fee to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City OK 73125-0504.0r by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 El I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE °WRENS) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. O UPDATE THE MAILING! PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE. NAME(S)SNOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP REOUREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS NEW PHYSICAL ADDRESS: complete if physical address has changed. or the now mailing address is a PO Box or Mal Drop. HELPFUL INFORMATIO/9 Review Aircraft Registration File Information for this aircraft at: tilba://reoistrviaaeoWaircraftinouirv. Assistance may be obtained al our web page http;llrectistryfaa.00Y/renewreqistration by emai Maeircraft.reoistrvefaa.00v. Of by leleMtone at (866) 762 9430 (toll free). or (405) 954 . 3116 When mailing fees, please use a crock or money order made payable to the Federal Aviason Adrranistration. Signature and Title Requirements for Common Registration Types: owner must sign. title would be boner'. Partnership general partner signs showing 'general partner as title. Corporation corporate officer or manager signs. showing full title. • Limited Liability Co authorized member. manager. or officer identified in the LLC organization document sans. showing roil title. - CWOwnef earn co-owner must sign. showing "co owner as title. - Government authorized person must sign and show their full fide. Nob: Al signatures must be In IM. or other permanent media. To comet entries: Draw a single line through error. Make correct entry n remaining space. or complete the form onene. An application form will be raided if any entry is covered by correction laps or similarly obscuted TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCv All applicade block(s) below. COMPIFTF. Bat GATE & meg. this form with any fees to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. Chia/Kona City OK 73169-6937 K CANCELLATION OF REGISTRATION IS REQUESTED. • THE AIRCRAFT WAS SOLD TO: (Show purchasers name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 beadved neat Erearoncany Castled by Reg stared Owners SIGNATURE OF OWNER 2 PRINTED NAME Cr SIGNER (requited nerd) TITLE (required held) DATE 7/17/2019 DATE PRINTED NAME OF SIGNER TITLE Use page 2 for additional signatures. AC Form 8050-18 (04/12) Fee paid: 55 (201907171106133717NB) SDNY_GM_02 755353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242275 EFTA01327391 SDNY_GM_02755354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242276 EFTA01327392 OMB Canal Numbe 21260729 Expcses 04,361 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 I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I 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: MEITS SDNY_GM_02 755355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242277 EFTA01327393 SDNY_GM_02755356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242278 EFTA01327394 U.S. DEPARTMENT OF TRANSPORTATION FEDERAI. AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION 4ECORDED CONVEYANCE. FILED IN: %NUM: I88TS SERIAL NUM: RK-244 EO MODEL: 4 MFR: RAYTH000 N AIRCRAFT COMPANY AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or location. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE. AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) DATE EXECUM) JANUARY I, 2019 FROM THORAIR. LLC DOCUMENT NO. LT0218134 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED IN THE CONVEYANCE: Total Aircraft: I Total Engines: 2 I o al Props: Total Spare Parts: N I 88TS WMINT FJ443AP 2527676 WMINT FJ443AP 252768 R Et: AR.2.)It (OM) SDNY_GM_02755357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242279 EFTA01327395 SDNY_GM_02755358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242280 EFTA01327396 FIFTH THIRD BANK AMENDMENT No. 2 TO AIRCRAFT SECURfTY 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 tents 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 xi) 2013, which was recorded by the Federal Aviation AdmInistration'bn February 28, 2014, and assigned Conveyance No. RT008294 (as amended, the 'Loan Agreement"); and 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 9.1(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, 201fetrnendment 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 moaned 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 AU. 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. 6 1/4 "F4 A") 4fsee Schedule A 1,CIAWBV\tri C-;\4 1.04%viitt FRR ClassilearbOn: (Remainder of page Intentionally left blank. Signature page follows.) ucied 190311251245 $15 00 01/31/2019 SDNY_GM_02755.359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242281 EFTA01327397 SDNY_GM_02755360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242282 EFTA01327398 Except as modified herein, force and effect and are in IN WITNESS WHEREOF, above written. Secured Party: FIFTH THIRD BANK all of the terms, covenants and conditions of the Agreement shall remain in full all respects hereby ratified and affirmed. Secured Party and Grantor have executed this Amendment as of the date first By Name T die 2 Grantor: TH0RAI LLC Y: >dame: }ditidrec‘aent int,cfritt lAte CL-S %,vt.** Rtv s_led SDNY_GM_02755361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242283 EFTA01327399 SDNY_GM_02755362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242284 EFTA01327400 SCHEDULE A Intentionally omitted for FAA filing purposes as It contains confidential finandal information. Claisaation: ReIncled 3 SDNY_GM_02755363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242285 EFTA01327401 CERTIFICATE thereby certify Met have instrument and mPared this t with the ofigi ins end cone, py of said original. SDNY_GM_02755364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242286 EFTA01327402 DOCUMENT LEVEL ANNOTATIONS ORIG #5872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02755365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242287 EFTA01327403 SDNY_GM_02755366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242288 EFTA01327404 OMB Cabot Neeker 2126.0729 Expire. o4(3017 Paperwork Reduction Act Statement: The intemaboncolkaed on ate term is necessary to maintain aircraft ',gustation We estimate that it will take approximately 30 minutes to complete the lam. Pease nob that an MOM may not condull on TVOnsof. and a person is a too' no to rasp rd 10. a Canadian Cd information unless a displays a yard CCM control runt°, Foos Approved, OMB No. 2520-0729 -Commentsa:morning the accuracy of ens bunion and suggestions for reaming the burden Maud be directed to itie FAA at 800 Independence Avenue SW. WaShinglOn. DC 20501. ATTN. inlownation Cotecton Cieararce Officer. AES-200.- DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (See 14 CFR. §§ 47. I5( 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 18815 MANUFACTURER RAYTHEON A$CRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL NUMBER FtK 244 MODEL 400A DATE OF EXPIRATION 12/31/2019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner (Owner 2) N2IL Enter any additional owner names on Palle two. TFiORAIRLLC (AddreSS) (A6dreSS) City SANDUSKY Camay UNITED STATES PO BOX 7258 state OH r ig 44a71.22ta Physical Address: Required when mailing address Is a P.O. Box or nail drop. (Address) 312 NEI.SFN AVE (Address) City SANDUSKY State Ohl Zip 41870 country. UNITED STATES TO RENEW REGISTRATION: REVIEW setae' registration information. SELECT the appropriate statement, Etna any change in address in the spaces below. $a1, DaIE & gua form with the $5 renewal fee to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City OK 73125-0504.0r by courier to: 6425 S Denning Rm 118, Oldahoma City OK 73169-6937 O I (WE) CERTIFY. THE NAIVE(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. O UPDATE THE MAILING! PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF la CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER TIIE LAWS OF ANY FOREIGN COUNTRY. NEW MAIUNG ADDRESS NEW PHYSICAL ADDRESS: complete if physical address has changed. or the now mailing address is a PO Box or Mal Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at htba://reoistrviaa.omdaitcrafanouity. Assistance may be obtained al our web page httollregiSblitifila.00Y/renewreckstration by e-mail a: faa.airctaftreaistrvkinaa.aox. or by telephone a' (866) 762 • 9434 (loll free), or (405) 954 - 3116 When mailing fees, please use a deck or money order made payable to the Federal Avia,On AdrniniStratiOn Signature and Title Requirements for Common Registration Types: • Irdwidual owner must sign, title would be -owner'. • Partnership general partner signs showing 'general partner' as title. • Corporation corporate officer or manager signs. showing full title. • Limited Liabilty Co authorized member. manager. a officer identified in the LLC organization enamel): mans, shaming full title. - CO.Ownal each co-own must sign. Shaving "c0 Cotner as title. Goverment authorized person must sign and show their full title. Note: Al signatures must be In Ink, or other permanent media. TOG:matt entries: Draw a single brie through error. Make correct entry in remaining space. or complete the form onane. An application form will be rejected if any entry is covered by comsat(' tape or similarly obsaxed TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCv All applicable block(s) below, COMP1FTF. SIGN. DAM 8 me& this lam with any fees to the: FAA Akaaft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. adenoma City OK 73169.6937 K CANCELLATION OF REGISTRATION IS REQUESTED. D THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 Imautied red) Etearencany Cenule4 by Registered Oencts SIGNATURE OF OWNER 2 PRINTED NAI.E CF SIGNER (requited TWO) TrTLE (required field) DATE 7/18/2016 DATE PRINTED NAME OF SIGNER TITLE Use page 2 for additional signatures. AC ionn 8050-111 (04/12) Fee paid: SS (201607180909154645ND) SDNY_GM_02 755367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242289 EFTA01327405 SDNY_GM_02755368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242290 EFTA01327406 OMB Canal Numbe 21260729 Expcses 04,361 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 I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I 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: MEITS SDNY_GM_02 755369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242291 EFTA01327407 SDNY GM 02755370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242292 EFTA01327408 0 us ciaaneran et raworwison Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Regis 8TS tration Number N18 Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N493LX Serial Number RK-244 Issue Date: Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR N 1 RSTS - 50260036 THORAIR LLC PO BOX 2218 SANDUSKY OH 04871.2218 1.1u1.18.11.i1.1...1...118.1.1O1.1...111..I.1.1..1i1...1.1.1 This is )mu authority to change the United States fl irtation numbs on the stove described titan to the special registration number shown. Carry duplicate of this form if the aircraft together with the old registration certificate as inienro authority to opate the aircraft pending receipt of revised certificate of registmlion. Main a revised catifiam of iiimathiness from your neat- en Gigs Shindards Dimia Office. The ant FAA Ferns 8l30-6. Application For Airworthiness on Ilk is dated: Dec 29. 2013 The airworthiness riassiftasioa ad 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 paced on the aircraft. A revisal certificate will then be issued. The authority to we the special number expires: Apr 03, 2015 CERTIFICATION: I certify that the spacial registration numba v43 placed an the airmail dirsai ... RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 Sigrutture of Resibent eP , • /i710eAt Tide of Owner. ac E. Date Placed at Ainsafl ilACI //ii AC FORM P15044 (S/2005) Superman ?mime FAIOre SDNY_GM_02755371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 a tO 0 EFTA_00242293 EFTA01327409 VivONV1)10 ViV0181)10 C Z T ...T tud.,4,1,Idgh10 __..,le NO11.2 5251035-- v filim 11, tar7 SDNY_GM_02755372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242294 EFTA01327410 Fi A Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, Ok 73144 (405) S 4848 SW 36th Skeet wnw onSucedeirCrett corn Oklahoma City, Ok 73179 (800) FAX (405) FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for 681-6663 654.4882 681-9299 E." , N# Change Request Please Reserve N 188TS and agign for the following aircraft: LI/ N 493LX Make Raytheon Aircraft Co Model 400A Serial # RK-244 Which is (1) being purchased by THORAIR, LLC 2520 Campbell St. Sandusky, OH 44870 (2) registered to XXX 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 FM. Additional Information: Requested by: TY--30145-p Rosalie Lowman 140651354372 520.00 03/O6/2014 SDNY_GM_02755373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 QD ca 0 EFTA_00242295 EFTA01327411 ViVOHV1NO 1,110 liWOHV1)10 L2 I Lid 9 89 NOW/81S1032 Livotov vvd fulm arnd SDNY_GM_02755374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242296 EFTA01327412 DOCUMENT LEVEL ANNOTATIONS 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. SDNY_GM_02755375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242297 EFTA01327413 SONY_GM_02755376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242298 EFTA01327414 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 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, Lt By: Name. Title: ..r.3C -- of Thof cor4, Inc r+s Menke SDNY_GM_02755377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 6l 04/00Cla 1.L1 Pald°00V EFTA 00242299 EFTA01327415 VIN01-11/1)10 All0 VW0HV1NO 6h 2 Lid OC 330 £101 219 ti0llVd1S10381.O808IV VII4 HUM 03114 • ...... • •. SDNY_GM_02755378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242300 EFTA01327416 DOCUMENT LEVEL ANNOTATIONS See Recorded Cony #RT008294 Doc Id #7131 SDNY_GM_02755379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242301 EFTA01327417 SONY_GM_02755380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242302 EFTA01327418 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: NNUM: 493LX SERIAL NUM: RE-244 MFR' RAYTHEON AIRCRAFT COMPANY MODEL: 4O3A AIR CARRIER: This form is to be used in cases whore a conveyance cocas scent aircraft and engines, propellors, or locations. File original of this farm with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED DECEMBER 27.2013 FROM THORAIR L.LC DOCUMENT NO. RT008294 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED FEB 28.2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: E Total Engines: 2 Total Props: Total Spare Pans: N4193I.X WMINT F344-3AP 252767 WMINT F144-3AP 252768 UPS-7.50-23R (I/44O9) SDNY_GM_02755381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242303 EFTA01327419 SDNY GM 02755382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242304 EFTA01327420 Aircraft Security Agreement between THORAIR, LLC as the Grantor and FIFTH THIRD BANK, as the Secured Party Dated as of December 27. 2013 (N493LX) FM Authorization Code International Registration File Number(s): Airframe Engine el Engine #2 Sarenter cro *IS•o fa/7490n SDNY_GM_02755383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O 0 8 a O -n EFTA_00242305 EFTA01327421 ALTO ViOHEIN0 81, Z Wd 0£ 930 £101 NOILVILS10321 13V0211V VtifilIM 03114 SDNY_GAil_02755384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242306 EFTA01327422 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 • Grant of Smartly Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements are Continuation Statements Section 1.4 DOWN ft Acceptance Section 1.5 • ....-- • • — Additional Documents. Informatgn ARTICLE 2. COVENANTS Section 2.1 . -- • ... — Registration and Operation Section 2.2 . — • — Records and Reports Section 2.3 - - • _ Maintenance Section 2.4 Replacement of Par% Section 2.5 Afterations. Mootheations and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of 0bligatoonS 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 me( 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 Mete of Loss or Damage. Application of Proceeds Section 4.5 Reports. Policies. Certificates Section 4.8 -• -. . . . -- Attorney-in-Fact ARTICLE 6. 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 5.8 •-• - — °attribution of Amounts Retemed After an Event of Default Section 5.7 • -. - ..- - • .-.. Suits for Enforcement ARTICLE 8. REPRESENTATIONS AN0 WARRANTIES Section 8.1 .- -...- .. . . - .. -- - . . Representations. Watranbes 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 Severatinly of Invalid Provisions Section 8.6 Asshgnment Section 8.7 Benefit of Parties: Successes 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 Lite*/ ARTICLE 9. DEFINITIONS Section 9.1 • .- -- 0efiMions Pagans. SDNY_GM_02755.3135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242307 EFTA01327423 SDNY_GM_02755386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242308 EFTA01327424 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) as 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, any, 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 ane in grant of a security interest and lien 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 anykind 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 P*9: r wok SDNY_GM_02755387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)242309 EFTA01327425 SDNY_GM_02755388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242310 EFTA01327426 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 FM (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. all of Grantor's right, title and interest in and to (whether the following described properly or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, exiting. 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 tied 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 fie 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 deriver 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), fitle(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor. (d) if requited 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_andOseration •ra: an SDNY_GM_02 755389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242311 EFTA01327427 SDNYGM02755393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242312 EFTA01327428 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 al 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 FM. 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 Parry, (vi) 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 et 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 vakd 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 FM 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 requeed 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, al 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 FM 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 FM 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 sale 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 FM 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 causetotbhee maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM 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 Nen., ro SDNY_GM_02755391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242313 EFTA01327429 I SDNY_GM_02755392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242314 EFTA01327430 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 al 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 Pads 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 Pads 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 pad of such item of Equipment for all purposes hereof to the same extent as the Pads originaly 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 lo maintain the certificate of airworthiness for the Aircraft pranded, 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 aeration. 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 Pan. (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 2.8 Maintenance of Other EngirAes Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, will be maintained, operated, selviced, 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 govemmental 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 officemit(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 P•aa0120 SDNY_GM_02755393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242315 EFTA01327431 SDNY_GM_02755394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002423I6 EFTA01327432 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 Insoection. Secured Party will have the right, but not the duty, to inspect the Aircraft, any component thereof, and the Records at any reasonable lime 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. Al 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 Reoishation: International Reoistrv. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor wilt cause to be filed with the FM an FM 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 al all times with the FM 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 arid 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 lime 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 Secunties 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, ore the Note is accelerated in accordance with the terms of this Loan Agreement, the outstanding principal and as accrued interest. as well as any other charges due Lender hereunder. Vial/ 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 an 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 Patty'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 an other third parties who are engaged by Secured Party to update any FAA. International M1,5070 SDNY_GM_02755395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242317 EFTA01327433 SDNY_GM_02755396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002423 I 8 EFTA01327434 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 gnome Maintenancq. (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 holders agreement among Grantor. Secured Party, and Service Provider With respect to the Engine Maintenance Agreement, such agreement in town 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 ncluding the priority of Secured Party's interests) or (El) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any notes) payable obligations in the amount of 52,500,000.00 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 withhe'd 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. phis (8) 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 hen 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 free (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, utiity. and useful life equal to, and in as good an operating condition as, the Engine suffenng 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 vnll 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 ADOkation 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 foaows: 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 oN.0 O ,r:1) SDNY_GM_02755397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242319 EFTA01327435 SDNY_GM_02755398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242320 EFTA01327436