EFTA Document EFTA01331565

DocuSgn Envelope ID: 5F5A5466-1857-4351-A244-A6FO438E6749 0 us Omartnint ot siaraporiawin Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Nutritive NIIISTH Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Walther NISKTS Serial Number RK-244 Issue Date: Mar 11,2021 ICAO AIRCRAFT ADDRESS CODE FOR NI 88Th - 50260025 THORAIR LLC PO BOX 2218 SANDI/SKY OH 44871.2218 li>liukkitilthjeskjerell6Isilfroidil This is your authority to change the United Sous registration mamba on the above described siwaaft to the special registratwo number Mown Cony duplicate of this form in dm aircraft losather wiih the old tansostice conflate as Sale. *What mamas< 11w aircraft pending receipt of revised cenifieme ottani want/aim. The haat FAA Form 1)344, Applkstiao For Airworthiness as Ale b chat Hat 06.2014 The alnissahlons elswilfkatioo and talegOly: STU TRAKSP 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 Men be issued. Obtain a revised certificate of airworthiness fmm your nearest Flight Standards District Office. The authority la me the special amber expires: Mar II, 2022 CERTIFICATION: I certify that the special registratioo ouroba was placed on he ainzaft detaital above. Neulllaned by: El IPAil titesm. SSOFII7DOCArs.10.. Sabine a 0 000 11 Aar. .1 nose ciors RETURN FORM TO: Civil Aviation Registry Aircraft Registration Broach P.O. Box 25504 Oklahoma Ciiy, Oklahoma 73125.0504 Tide of Chimer rt-e C; chant 71,hr Sport tat r r tNeVAYee Dile Placed ccAncraft. DI A ft' ft lik. a i arS 21 at FORM arM044 (5/250%) Sy/struts PrviMe• (dill°. NMI SDNY_GM_02761125 1 s-i ItII 0 -J to to SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248047 EFTA01331565 VN10HV1N0 All0 VINOFlV1N0 SO £ Nd 9— WY 1101 018 N011V011S103N 1O808IV VVi HIM 03113 SDNY_GM_02761126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248048 EFTA01331566 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 N188TS and put N1lit8TH 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 ou nave an uestion lease feel free to call Hunter McDonald (Chief Pilot) at 'r email at Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: Title: NAesaltvoi-r- ••• Date: ‘2424/7—*24,--ii 210110812144 $10.00 01/11/2021 210110813507 ;10.00 01/11/2021 SDNY_GM_02761127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248049 EFTA01331567 VIAOHV1M0 VVJOHVMO 9E :8 WV I I NC lig/ 88 NOLLAiSID38 Livaniv VVJ IiiIM 03114 SDNY_GM_02761128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248050 EFTA01331568 °Paton:to) Number 2170-0729 F p,. 046017 Paperwork Reduction Act Statement: The ntormatiar colected on this form ts necessaryha maintain Scott registration. We estimate that it watered approxenately 30 ran Ides to conwiele Ire Sum. Please note that an agony may not corduct or sponsor. end a person le not required to respond to. a collection of irformallon unties it displays a vale CA10 patrol number Form Approved. OMB rte. 2120.0723 torments concerning the away of INS burden and suggestion for reducthg the burden should be &cued tia the FAA at. 800 Independence Avenue SW. Washirgton. DC 70691. ATTN: Informalicn Ooledbn Clearance Offcei. AES-200: DEPARTMENT OF TRANSPORTATION -FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATICW WTI.L RESULT IN CARCBIATION OF REGISTRATION AND REGIS ;RATON NUMBER ASSIGNMENT (See C.F.& §§47.15(l), 47.40 and 47.41) ARCRAFT REGISTRATION NUMBER N TWITS MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL. NUMBER cur-244 MODEL 400A DATE OF EXPIRATION 12/312022 TYPE OF REGISTRATION U.0 ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) ThoRAIR Lit (Owner 2) Ca Enter any additional owner names on page two. (Address) PO BOX 22t8 (Aarbess) City SANDUSKY State 011 ryy se/371.2218 Country UNITED STATES Physical Address: Required when nixing address a a P.O. Box or mail drop, (Address) 712 NEILSEN AVE (Address) City SANOUSKY State OH zip 44570 Counby MOSE° STATES TO RENEW REGISTRATION: AP)Vw aircraft registration Information. Earera the appropriate statement ENTER any Change In address in tlw spaces below. SIGN. DATE. & SEND form With MO $5 renewal fee to the: FM Airmail Registry. PO Box 25504, Oklahoma City OK 73125-0504, Of by (Muriel to. 6425 S Donneg Rm 118, Oklahoma Ow OK 73169-6937 ID I (WE) CERTIFY. THE NMIE(S) AND ADDRESSES FROM THE FM 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. UPDATE THE MAILING PHYSICAL AlYm2FSS AS SHOWN BELOW I (WE) CERTIFY THE: NAME(S) SI iC/NN 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: COTOCIC II physical address has changed, or the now mailing address is a PO Box or Mail Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: 9110://regjstry.fan.nov/aircraftincluirv. Assistance may be obtained al our web page httnfireoistry.laa.00virenewyenistration by ernal at faa.aicraftratiStniEDfaa.00v er by telephone at:: (666) 762 9434 Pell tree), or (406) 954 - 3116 When mailing fees, please use a check or money order made payable to to Federal avisson a4ministrrnion. Signature and Title Requirements for Common Registration Types: . Individual clone. must sign, title would be 'owner'. - Partners60 general partner signs Sheering 'general partner as title. • Corporation corporate officer or manager signs. stowing full tole - Limited Liatiary Co authorked member, manager, or officer identified in the LLC organization document signs. showing full title. Co-owner earn co-owner must sign. shoals 'co-owner as title. - Government authotted person must sign and show their tut title. Note: ATI sIgnatures must be In ink, or other permanent media. To correct entries: Draw a single line through error. Make correct entry in remaining space. or cemente the form Wane. An application harm will be HIODIIIS I SKY *MD M Ceeerthd bY Careabn tape or sin...arty obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CMOS All applicable block(s) below, rOWIRI-Flf SIQa D.AIE MAIL this form with any foes to the: FM ti eratt Registry. PO Box 25504, Oklahoma City. OK. 73125-0504. or by courier to: 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 K CANCELLATION OF REGISTRATION IS REQUESTED. K THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: K OTHER, Specify El PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservatem foo is encbsed SIGNATURE OF OWNER I (recited had) FJecircinkalty UMW by Rwystared Oman PRINTED NAVE OF SIGNER (resuroa Sole) TFILE (reputed kW) DATE 7717/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050-1B (04/12) Fee paid: $5 (201907171106133717NB) SDNY_GM_02761129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024805 I EFTA01331569 SDNY_GM_02761130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248052 EFTA01331570 01114 Como! Mamba 21100729 Eatrim 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 1TRE 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 8050-18 (04/12) REF N-NLIM: I8STS SDNY_GM_02761131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248053 EFTA01331571 SDNY_GM_02761132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248054 EFTA01331572 'RECORDED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION CONVEYANCE. FILED NNUM: I SSTS SERIAL NUM: RIC•244 HEON AIRCRAFT COMPANY 40 RAYTHEON IN: MO DEL L: A AIR CARRIER: This form is to be used in cases what 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 AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) DATE EXECUTED JANUARY I, 2019 FROM THORAIR, LLC DOCUMENT NO. LT021884 TO OR ASSIGNED TO FIFTH THIRD BANK DATE RECORDED MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: t Total Engines: 2 I Total Props: Total Spare Peru NI88TS WMINT F.I443AP 2527676 WMINT FJ443AP 252768 REGAR.23R (08/09) SDNY_GM_02761133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248055 EFTA01331573 SDNY_GM_02761134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248056 EFTA01331574 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, es Secured Party ('Secured Party and/or 'Lender), and THOFtAIR, 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 Securibr Agreement dated as of December 3,1, 2013, which wee recorded by the Federal Aviation AdmInistrationn 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(ae) of the Loan Agreement Is hereby restated as follows: 'a) 'Loan Documents' means, collectively, thls Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 201rmendment 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. Secton 9.1(gg) of the Loan Agreement Is hereby restated as follows: "bb) 'Note' means that certain Amended end Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, In the amended principal amount of 'es the same may be renewed, extended or modified from time to lime. 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, wfthout limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shell 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.) Y 4114"FAIV9 *hoe Schedule A 4ME Whiekt)IrstYhAc;Wv1 V34clYtt CAIN 190311251245 515.00 01/31/2019 CaSSI10110te ROSVCIed tc- SDNY_GM_02761135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 LT021884 Convoy:ince Recorded Mar/18/2010 11.13 AM FAA EFTA_00248057 EFTA01331575 SDNY_GM_02761136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248058 EFTA01331576 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 THORAI LLC By: se 1 .4 - Name: /fn . CAW, Title: Safi 2 AY: >game: --- nide:Wet:414M 0(hr-cid:tat :I itSlAteAlicr Cep:Pirate: Rer'Foie SDNY_GM_02761137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248059 EFTA01331577 SDNY_GM_02761138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248060 EFTA01331578 SCHEDULE A Intentionally omIlted for FM fling papoose a It contains =Mental Mendel WinneSon. ClinsileAthon: ReWitted 3 SDNY_GM_02761139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248061 EFTA01331579 CERTIFICATE certify that have contend this I hereby t with the ring instrument and in it and corre py of said original. V141014%11;10.. O.13 VVI0WV-In0 ££ U gd 1£ MC bill 88 N0IPAISID3i1 OO3231V '04 1-10. (33113 SDNY_GM_02761140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248062 EFTA01331580 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG 85872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02761141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248063 EFTA01331581 SDNY GM 02761142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248064 EFTA01331582 OMB Control Nut 21204729 &pees OU30,40 Paperwork Reduction Act Statement, The intemation collected on this form Is necessary to martin aircraft rcliftetrardn. We seams that I NO eke WiProalmakeir 30 moultts to complete the form. Pease note that an agency may not cendtt or sponece. and a person is not required to impend Ws celled:on of Norma: unless It alscleW valid OMB control ranter. Form Approved. ORB No. 2120.0729 'Comments concerning the accuracy al Ws Lowden and suggetrione for reducing Seburden sticula be drectoi to the FAA at 800 Indepordence Averse SW. Washington. DC 20591. ATTN: inktmaliao Collodion Clearance Caber, AES-200." DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATOR AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRA RON MU RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (Sm. 14 CFR. §§ 47.15GL 4740 and 41.41) AIRCRAFT REGISTRATION NUMBER N 1881$ MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL NUMBER RX-244 MODEL 400A DATE OF EXPIRATION 12/312019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Oa t) THORAIR LLC (Owns' 2) fesz Enter wry &Mona( owner nernes on pegs two. (pones) PO BOX 221a (Address) City SmesuSKY Slab OH zip •41371.2216 Cooney UNIT83 STATES Physics] Address: Required when mailing address Is a P.O. Box or mat trop. (Address) 319 NELSEN AVE (ACiten) czy SANDUSKY stay, ON rc, 44(00 O:w ry UNITED STATES TO RENEW REGISTRATION: BEars aircraft rogistrakn information, SPI FCT the appropriate statement, eNTIT any change In address In the spaces below. MLA GATE & SEND form MTh the $5 renewal fee 10 the: FMAircraft Registry, PO Box 26504, Oklahoma City OK 73125-0504, a by courier lo: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 Mi (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHP REQUIREMENTS OF 14 CFR 647.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. D UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, °TRUISM? MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR 147.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. NEW MAILING ADDRESS MELPTIL INFORMATION Review Aircraft Registration File Information for this aircraft at htto://realstry.faa.00viaircraftinouirv. Assistance may be obtained at or, web page hitatheoistrviaamovIrenevanaistratico of ramai at: faa.aWcraft.reeistrv≥raa,00v or by Ripeness at: (966) 762 . 9434 OM free). Or (405) 954 3116 When mailing fees, please use a check a matey order made parkas' to the Federal Amnion aormastraoon. Signalise and Title Requirements for Common Registration Types: IrdINOual meter mutt sign. Me would be owner'. - Faineant/ general partner Hers shoeing 'general panne' as title. - Capzcation corporate officer or manager signs, stowing full tits. - Unshed SIN CO authorized member. manager. or officer Identified In the LLC organtration exument signs. stowing full tine. • Co-owner each co-owner must sign: shooing *co-owner* as Me. Government motorized person must sign and show Me NI mit Rate: All signatures must be in let. or other permanent media. To correct entries: Draw a MD* Ins through error. Make correct Gnirk in KftRaftlif9) *POOL or compete to form on-Inct. M application form era be rejected t any entry is covered by correction tape or &needy obscured NEW PHYSICAL ADDRESS: compete If physical address has Mango& a the new mailing address is a PO Box or Mail Drop. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: GIEGE MI applicable block(s) below, QQMELEZEE Siratt. DAM B MEL this form with arty *Oa to the: FM /Masa Regisby, PO Box 25504. Oklahoma City. OK. 73125-0504, or by courier to; 6425 S Donning Rm. 118, Oklahoma City OK 73169-6937 O CANCELLATION OF REGISTRATION IS REQUESTED. O THE AIRCRAFT WAS SOLD TO: (Shaw puittuiraers name and address.) O THE AIRCRAFT IS DESTROYED OR SCRAPPED. O THE AIRCRAFT WAS EXPORTED To - O OTHER, Specify O PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The SIO reservation fee Is enclosed. SIGNATURE OF OWNER 1 (mune Thee) PRINTED NAME Of SIDNEM pegged field) TITLE (required %id) DATE Medi Cat* Gmlifee by ROMMakki Orman 7/18/2016 SIGNATURE OF OWNER PRINTED NAME Cf SIGNER TITLE DATE Use page 2 for additional signatures. AC Fenn 8050-IB (04/12) Fob paid: $5 (201607180909154645NB) SDNY_GM_02761143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248065 EFTA01331583 SDNY_GM_02761144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248066 EFTA01331584 OMB Comm: Mamba 2120.0729 tapret 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 dear 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 WILE 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-ID (04/12) REF N -NUM: Ian' SDNY_GM_02761145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248067 EFTA01331585 SDNY_GM_02761146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024806% EFTA01331586 0 ray. orapenrnrafra ei eressooreeko Federal Aviation Achvirdstration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS special Ftegistration Number N1 Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N493LX Serial Number RK-244 Issue Dale: Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR NISIITS - 50260036 THORAIR LLC PO BOX 2218 SANDUSKY 0/1 44871-2218 1,1.,1.1“11..1.1,..1...1h.1,1..1.1...111..1.1.1,,I,I...1.1,1 This is your authority to cheer the United Stela registretion number on the above described aircraft to Be spriel regidnUon number sham. cany duplicate of this form in the aircraft together win the old registneion catiliode as inweim mace* to operate the aharall putting receipt of revised ecnificate of roginratim. Obtain a relied confuse of oirouthlacos from your near- est Flight Standee& Mona (Ake. The Wert FAA Fens 81344, Applitatioo For Airworthhiess on Mc Is doled: Doc 29,2013 The airworthiness cluilfication sad 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 calincate will then be issued. The authority to use the special camber exedra: Apr 03, 2015 CERTIFICATION: I certify That thespice] registration nentba '43 plated on the aircraft dumb .... RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 adahorna Oty, Oklahoma 73125-0504 Signature of Wetea bar OP Title of Owner. it/ a • l -r r , agR. Dale Placed on Aircraft 1140 bi t AC FORM 005044 (9200th Super...la theAcon VAiest SDNY_GM_02761147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 V 0 a m a 8 0 EFTA 00248069 EFTA01331587 r • VWOHni0 All0 VHOHPUO Ca idd „Al; adg hiUl ._...89NO* 81 I 7H 5193(0312701177 V V ilAi r.:•: • :•. a SDNY_GM_02761148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248070 EFTA01331588 A Insured Aircraft Title Service, Inc. T S P.O. Box 19527 4848 SW 36th Street beewtmateasecteit.com FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Oklahoma City, Ok 73144 (405) 681-6663 Oklahoma City, Ok 73179 (800) 654-4882 FAX (405) 681.9299 Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for. N# Change Request Please Reserve N 1881$ and aggn for the following aircraft N 493LX Make Raytheon Aircraft Co. Model 400A Serial S RK-244 Which is (1) being purchased by (2) registered to )00( THORAIR, LLC 2520 Campbell St. 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: ilThays' ifin -L-Aad-n Rosalie Lowman 140851354372 $20.00 03/08/2014 SDNY_GM_02761149 0 a 0 w SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024807I EFTA01331589 ViVONV1U0 Alto VHOHVb10 L7 I Wd 9 OW hiel HS tiOLLYHIS1038 lativant v114 HIlh, 03714 SDNY_GM_02761150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248072 EFTA01331590 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT 0140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT 8140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID 04340 FFR 01/21/2014 RET'D. SDNY GM_02761151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248073 EFTA01331591 SDNY_GM_02761152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248074 EFTA01331592 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 EVS 04342 returned not needed. See Rea Conv IMC016800 Doc Id 02858 SDNY_GM_02761153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248075 EFTA01331593 SDNY_GM_02761154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248076 EFTA01331594 U.S. Department of Transportation Federal Aviation Administration Date of Issue: December 31, 2013 THORAIR LLC PO BOX 2218 SANDUSKY, OH 44871-2218 Fax ATTENTION: IATS Flight Standards Service Aircraft Registration Branch. AFS-750 F.O. Box 25504 Toll Free: WEB Addre Oklahoma 73126.0504 http:iiregistry.faa.gov 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. daucadv40---- for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) SDNY_GM_02761155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248077 EFTA01331595 SDNY_GM_02761156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248078 EFTA01331596 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMLNISTRATION CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: NAM 493LX SERIAL NUM: RE-244 MFR: AYTHEO OD R EL: 400A N AIRCRAFT COMPANY AIR CARRIER: This form is to be used in cases Aura a conveyance covers several aircraft and engines, propellers, or locations File originul of this form with the recorded ccoveyance and a copy in each aircraft folder involved. TYPE OP CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED DECEMBER 27, 2013 PROM THOFLMR LLC 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: I Total Engines: 2 Total Props: Total Score Parts: N493LX WMINT F244-3AP 252767 WMINT F144-3AP 25276E AFS.750-23R (ORAN) SDNY_GM_02761157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248079 EFTA01331597 SDNY_GM_02761158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248080 EFTA01331598 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 et Engine #2 133641455107 skareerttuna rraro- *IC." iafinianri \El! SDNY_GM_02761159 O O ruru a 0 0 0 a 0 O .6) a DT SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Pr EFTA_00248081 EFTA01331599 VWOHYlNO All0 vivountio 86 Z Lid U£ 030 E10/ 88 NOI1ValS1032110113111V Wi HIIM 03114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GMJ 15,32761160 and 17 EFTA_00248082 EFTA01331600 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 Afterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Ctigations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 i; jinrcarrici analReg anii; Section 2.11 trOatt nr 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 lo the Aircraft Section 3.2 Event of Loss vAth Respect to an Engine Section 3.3 .. .- .--. - - • ••- . - - Application of Payments from Governmental Authorities or other Persons . Rights Assigned Section 3.4 • -. 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. Appticaton of Proceeds Section 4.5 • -- - • • •. - Reports. Policies. Certificates • • • • Section 4.6 -• -•• •• - . • ..• 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 5.6 - - --. Distribution of Amounts Received After an Event of Default ••• . Section 5.7 .— — -- • • .— Suits for Enforcement ARTICLE S. 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. SISCELULNEOUS 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 Severabety of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns; Entire Agreement Section ea 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 Liabnly ARTICLE 9. DEFINITIONS Section 9.1 Definitions Nerlrl SDNY_GM_02781181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248083 EFTA01331601 SDNY_GM_02761162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248084 EFTA01331602 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 taws 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 duty 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 Gran( of Security Interest. The Grantor, in consideration of the premises and ether good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment ol 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 Grantors 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 'Co*starer) 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 Grantors rights, Me 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 lo 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 ,curs, or:O SDNY_GM_02781183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248085 EFTA01331603 SDNY_GM_02761164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248086 EFTA01331604 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 alt 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 properly 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 Wiliams 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 deriver 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 foie 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 Accestame. 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), beefs) 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 (I) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 -- COVENANTS Section 2.1 Registration and Operation. 010•2020 SDNY_GM_02761165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248087 EFTA01331605 SDNY_GM_02761166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248088 EFTA01331606 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 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 affect, (in 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 wil be based at the Primary Hangar Location. Grantor win deliver to Secured Party a written waiver of any Lien or claim cl 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 win be located. Grantor wilt 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 an times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a vand 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 fde with the FAA on a 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 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, 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 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 (e) 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 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 FM. All maintenance procedures required hereby will be undertaken and completed in accordance with the manufacturer's recommended procedures, and by property 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 PYIS 20 SDNY_GM_02761167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248089 EFTA01331607 SDNY_GM_02761168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248090 EFTA01331608 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 Beolacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of at 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, confacated, 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 dear 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 Pads 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 lime as such Parts ate 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 Paris 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 FM 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 king as such proceedings do not, in the Secured Partys 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 win (a) materially diminish the value, Witty 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 Pads added to the Aircraft, the Airframe, or an Engine as the result of such aeration. 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 kern of Equipment pursuant to the terms of this Article 2. and (2) 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, veil 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 OLLocation. 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 wilt (a) duly fide appropriate financing statements in all applicable filing office‘a(b) deliver to Secured Party copies of the form of such financing statements. Granter wit 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 SDNY_GM_02761169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024809 I EFTA01331609 SDNY_GM_02761170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248092 EFTA01331610 the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed. from 45 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 al any reasonable tine and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of DefauN has occurred aid 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 tine and from time to Ikne, 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 FM an FM Bill of Sale, the Agreement, an FM 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 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 Akcraft 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 pronly 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 Pasty. 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 hereii, 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. wilt 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 Ilene, 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 al actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other loan Documents, whether or riot 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 al other third parties who are engaged by Secured Party to update any FAA, International kik moo SDNY_GM_02761171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248093 EFTA01331611 SDNY_GM_02761172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248094 EFTA01331612 Registry or UCC title and/or hen 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 Maintenancl. (a) Both Engines shall at all limes 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, 0) Me 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 I/to:Sport, 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 12 gvent of Loss with Respect to an Engine. Grantor will delver 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 al any tine 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 Ppm. 20 SDNY_GM_02761173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248095 EFTA01331613 SDNY_GM_02761174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248096 EFTA01331614