DocuSign Envelope ID: 5F5A5466-1857-4351a244-A6FD438E6749

DocuSign Envelope ID: 5F5A5466-1857-4351a244-A6FD438E6749 S 0tiparlinced of Tranoporlaton Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 188TH Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N ItrtfTS Serial Number RK-244 Issue Date: Mar 11, 2021 This is your authority to change the Vaned States registration number on the above described aircraft to the special registration number shown ICAO AIRCRAFT ADDRESS CODE FOR N 188TH - 50260025 THORAIR LLC SANDUSKY OH 44871.2218 lad Carry duplicate of this form in the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of aircraft refire:rails,. The latest FAA Form 8131-6, Application For Airworthiness oa Ilk is dated: Mar 06. 2011 The airworthiness classification and category: STD TRAMP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry. Aircraft Registration Branch, within 5 days after the special registration ntnnber is placed on the aircraft. A revised certificate of aircraft registration will then be issued. Obtain a revised certificate of airworthiness from your nearest Hight Standards District Office. The authority to use the special number expires: Mar 11, 2022 CERTIFICATION: trendy that the special isurion number was placed on the aircraft described above Signature of Owner Title of Owner: rts-CatatailatSpattaiau itislrer Date Placed no Aircraft Mart'. .L81 2.42.t at FORM MMO-64 (502005) Siopenedes Prevkun Edition RETURN FORM TO: Civil Aviation Registry ' ion Branch Oklahoma Ciiy, Oklahoma 73125.0504 Accepted IR Apr/07/2021 EFTA00012111 FILED WITH FAA AIRCRAFT REGISTRATION BR ZVI APR -6 PH 3 05 OKLAHwt CITY 01(LP.:10WIA EFTA00012112 We would like to change our current registration number and hold it until aircraft is finished being built. 0".o • tri • 0. ro Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by 0 ThorAir. We would like to hold N188TS and put N188TH on the BE-40 RK-244. Is) 0 Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. If you have any question please feel free to call at [email protected]. Please send all documents to Sandusky Ohio 44871 (Chief Pilot) at or email Signed by: Date: ‘212413/7_o2..n Title: 210110812144 $10.00 01/11/2021 210110813507 $10.00 01/11/2021 EFTA00012113 FILED WITH FAA AIRCRAFT REGISTRPTION BR /0/I JAR I I AM 8: 36 OKLAHOMA CITY OKLAHOMA EFTA00012114 OMB Control Number 2120.0729 Expires 01/30/17 Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate that it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a valid OMB control num . 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington. DC 20591. ATTN: Information Cottectbn Clearance Offk:er, 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 C.F.R. 59 47.15(1), 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 188TS MANUFACTURER RAYTHEON AIRCRAFT COMPANY DATE OF ISSUANCE 12/31/2013 SERIAL NUMBER RK-244 MODEL 400A DATE OF EXPIRATION 12/31/2022 TYPE OF REGISTRATION LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) (Owner 2) flgtju Enter any additional owner names on page two. (Address) (Address) City SANDUSKY Country UNITED STATES Physical Address: Required when mailing address Is a P.O. Box or mail drop. (Address) (Address) City SANDUSKY Stale OH rip 44870 Country UNITED STATES TO RENEW REGISTRATION: REVIEW aircraft registration information. Saud the appropriate statement. ENTER any change in address in the spaces below, SIGN DATE. 8 SEND form with the $5 renewal fee to the: FAA Aircraft Registry, PO Box 25504, Oldahoma City OK 73125-0504, or by courier to: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 THORAIR LLC State ON ap 44871.2218 aI (WE) CERTIFY, THE NAME(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. ❑ UPDATE THE MAILING I 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 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 hes changed, a the new mailing address is a PO Box or Mail Drop. HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: httmllregistry.faa.00vraircraftinouirv. Assistance may be obtained at our web page: htto://reoistrv.faa.notfirenewreoistration, by e-mail at: faa.ailaf 'SLR by telephone at:: (toll free), or When mailing fees, please use a check or money order made payable to the Federal Aviation Administration. Signature and Title Requirements for Common Registration Types: Individual owner must sign, title would be 'miner', 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 signs. showing full title. - Co-Owner Oath CO-Owner must sign; showing 'co-owner as tale - Government authorized person must sign and show their full title. Note: All 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 complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCK All applicable block(s) below, cOMPI FTF, &mglL 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, Oklahoma City OK 73169-6937 O CANCELLATION OF REGISTRATION IS REQUESTED. ▪ THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) O THE AIRCRAFT IS DESTROYED OR SCRAPPED. ❑ THE AIRCRAFT WAS EXPORTED TO: O OTHER, Specify n PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The S10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) Oectroncaily Certified by Registered Owners SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER (requerad find) TITLE (required find) DATE 7/17/2019 DATE PRINTED NAME OF SIGNER TITLE Use page 2 for additional signatures. AC Form 8050- I B (0-1 121 Fcc paid: $5 (2019071711061337 7NB) EFTA00012115 EFTA00012116 OMB Comm) Number 2120.0729 Experts0430M 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 Z 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 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 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 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 I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 188TS EFTA00012117 EFTA00012118 U.S. DEPARTMENT OF TRANSPORTATION PI DI R M. AVIATION ADMINISTRATION CROSS -REFERENCE -RECORDATION `RECORDED CONVEYANCE FILED IN: NNUM: I SEM SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder invol ed. 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: I Total Engines: 2 Total Props: Total Sparc Farts NI88TS WMINT FJ443AP 2527676 WMINT FJ443AP 252768 REGAR-23R (08/09) EFTA00012119 EFTA00012120 r -1 O PO IT01 .".417Ala.M. CO a 0 0 3 FIFTH THIRD BANK < m ..< co AMENDMENT No. 2 TO AIRCRAFT SECURITY AGREEMENT i 23 THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement 8 dated as of December 27, 2013 (the 'Agreements .), by and between FIFTH THIRD BANK, as Secured a Party ("Secured Party and/or 'Lender), and THORAIR, LLC, as Grantor ("Grantor and/or Borrower"). m a Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them In the Agreement. E z to WHEREAS, the Borrower and the Lender are parties to an Aircraft Seoul.ly Agreement dated as ki of December 2% 2013, which was recorded by the Federal Aviation AdmInistrationn February 28, 2014, aand assigned Conveyance No. RT008294 (as amended, the 'Loan Agreement"); and al _. 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. 4 > NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are 3 hereby acknowledged, each party to this Amendment agrees, as follows: -n 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, 2011,agmendment 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 was the same may be renewed, extended or modified from time to time. 3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, without limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shall have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the "Amendment Documents"). THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. (Remainder of page intentionally left blank. Signature page follows.) 44tsee Schedule A LON0:11/413Q5C\ti4c-44 VSkkilitc CACk 180311251245 T15 00 01/31/2019 EFTA00012121 O'Clez." EFTA00012122 Except as modified herein, force and effect and are in IN WITNESS WHEREOF, above written. Secured Party: FIFTH THIRD BANK By: Name: Title: SAPall 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 Grantor: OtsVicalon: ki-vr4ond 2 EFTA00012123 EFTA00012124 SCHEDULE A Intentionally omitted for FAA filing purposes as it contains confidential financial information. 3 EFTA00012125 FILED WITH FAA AIRCRAFT REGISTRATION BR I919 JAN 31 PR 12: 33 OKLAHOMA CITY OKLAHOMA EFTA00012126 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG #5872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 EFTA00012127 EFTA00012128 OMB Control Number 2120.0729 Expires 01/30/17 Paperwork Reduction Act Statement: The information collected on this form 6 necessary to mental, aircraft registration. We estimate Thal it will lake approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to. a collection of information unless it displays a valid CMS control num . 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: Washington, DC 20591. ATTN: Information Collection Clearance Offk:er, 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 (Se* 14 C.F.R. 59 47.15(5, 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 188TS SERIAL NUMBER RK-244 MANUFACTURER RAYTHEON AIRCRAFT COMPANY MODEL 400A DATE OF ISSUANCE 12/31/2013 DATE OF EXPIRATION 12/31/2019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) THORAIR LLC HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: http://registry.faa.00v/aircraftinouiry. (Owner 2) Assistance may be obtained at our web page: http:/kerliStry.faa.COv/renewrenistration, Nett Enter any additional owner names on page two. (Address) by e-mail at: (88.8it af is Dabill ier by telephone at:: (toll free). or When mailing fees, please use a check or money order made payable to the Federal Aviation Administration. Signature and Title Requirements for Common Registration Types: - Individual owner must sign, title would be 'ovine'', - 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 signs. showing full tile - Government authorized person must sign and show their full title. Co-owner each co-owner must sign; showing "co-owner' as tine Note: All signatures must be in Ink, or other permanent media. To comet entries: Draw a single line through error. Make correct entry in remaining space. or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. (Address) City SANDUSKY State OH rip 44871.2218 Country UNITED STATES Physical Address: Required when mailing address is a P.O. Box or mail drop. (Address) (Address) City SANDUSKY State OH rip 44/70 Country UNITED STATES TO RENEW REGISTRATION: REVIEW aircraft registration information. SELECT the appropriate statement. ENTER any change in address in the spurns below, SIGN DATE. 8 SEND form with the $5 renewal fee to the: FAA by courier ,./ NEW Aircraft Registry, PO Box 25504, Oldahoma City OK 73125-0504, or to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 I (WE) CERTIFY. THE NAME(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. UPDATE THE MAILING I 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 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. MAILING ADDRESS TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCK All applicable block(s) below, F'DMPI FTF, Sett. OM & MI. 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, Oklahoma City OK 73169-6937 ❑ CANCELLATION OF REGISTRATION IS REQUESTED. THE AIRCRAFT WAS SOLD TO: ❑ (Show purchasers name and address.) ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. ❑ THE AIRCRAFT WAS EXPORTED TO: NEW PHYSICAL ADDRESS: complete if physical address hes changed. or the new mailing address is a PO Box or Mail Drop. ❑ OTHER, Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) Bectroncaity Certified by Registered Owners PRINTED NAME OF SIGNER (requnod fide) TITLE (requred field) DATE 7/18/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050- I B (0-1 121 Fcc paid: $5 (201607180909154645N8) EFTA00012129 EFTA00012130 OMB Comm) Number 2120.0729 Experts0430M 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 Z 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 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 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 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 I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 188TS EFTA00012131 EFTA00012132 It' us. Caasannent N banspxtation Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Special Registration Number NI8ftTS Present Registration Number N493LX Serial Number RK-244 ICAO AIRCRAFT ADDRESS CODE FOR NIRSTS - 50260036 C SANDUSKY OH 44871.2218 IrLrLLJIrrLLrdrrrlL,I,IrrLI..JIIr,LLLrLhrIssue Dale: Apr 03, 2014 This is your authority to change the United States registration number on the above described aircraft to the special registration number shown. Carry duplicate of this form in the aircraft together with the old inistration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- ed Flight Standards District Oaks. The latest FAA Form 8130-6, Application For Airworthiness on Ilk Is dated: Dec 29, 2013 The airworthiness classification and category TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the spacial registration number is placed on the aircraft. A revised certificate will then be issued. The authority to use the special number expires: Apr 03, 2015 CERTIFICATION: I ratify that the special registration number was placed on the aircraft disci ye Date Placed on Aircraft Vie /pi AC FORM 3050-64 moos; Sunda Prssraus Edition RETURN FORM TO: Civil Aviation Registry, AFS-750 Oklahoma City, Oklahoma 73125-0504 8 a z a a tO a 8 O EFTA00012133 .t.-• FILED WITH FAA .--CR I. T REGISTRATION 2014 Iffiltr P11 1. 23 . OKLAHOMA .CITY OKLAHOMA • EFTA00012134 T A S Insured Aircraft Title Service, Inc. FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: Dear Sir/Madam: Please Reserve N March 6, 2014 in NAME ONLY for: N# Change Request Please Reserve N 188TS and arn for the following aircraft: N 493LX Make Raytheon Aircraft Co Model 400A Serial # RK-244 Which is (1) being purchased by (2) registered to XXX THORAIR LLC Sandusky, OH 44870 Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA. Additional Information: Requested by: 140051354372 $20.00 03/06/2014 EFTA00012135 FILED WITH FAA AIRCRAFT REGISTRATION BR 2014 MIR 6 PM 1 27 OKLAHOMA CITY OKLAHOMA EFTA00012136 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT #140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT #140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID #4340 FFR 01/21/2014 RET'D. EFTA00012137 EFTA00012138 MEMORANDUM TO THE FILE RT February 28, 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28, 2014 (date) Date received: January 21, 2014 Reason returned: Cy B/S #4342 returned not needed. See Rec Coin, #MC016800 Doc Id #2858 EFTA00012139 EFTA00012140 0 S Deparfofent of lOanspoo:fi.icm Federal Aviation Administration Date of Issue: December 31, 2013 THORAIR LLC SANDUSKY, OH 44871-2218 Flight Standards Service Aircraft Registration Branch, AFS-760 Oklahoma City, Oklahoma 73125-0604 Toll Free: 1 WEB Address: Fax ATTENTION: IATS TI39138 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. I.= for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00012141 EFTA00012142 U.S. DEPARTMENT OF TRANSPORTATION FEIN R.U, AVIATION ADMINISTRATION CROSS-REFERENCE -RECORDATION `RECORDED CONVEYANCE FILED IN: NNUM: 493LX SERIAL NUM: RK-244 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases whae a conveyance covers several aircraft and engines, propellers, or location& File original of this form %jib the recorded conveyance and a copy in arch aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED DECEMBER 27. 2013 FROM THOFtAIR LLC DOCUMENT NC) 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: I Total Sparc Parts. N493LX WMINT FJ44-3AP 252767 WMINT F344-3AP 252768 tFS-750-23R (08/09) EFTA00012143 EFTA00012144 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 #1 Engine #2 0 0 CO A 0 8 a a N NI A A 133641455107 ner t 4 IC" ai2o/Rais EFTA00012145 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 DEC 30 Pll 2 118 OKLAHOMA CITY OKLAHOMA EFTA00012146 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 - 6,6 •=1. • • .. Additional Documents, Information ARTICLE 2. COVENANTS Section 2.1 • Registration and Operation Section 2.2 . ___ • ..._, — __.. _ ... Records and Reports Section 2.3 Maintenance Section 2.4 Replacement of Parts Section 2.5 Alterations, Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Obligations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 Aircraft Registration Section 2.11 Financial and Other Data Section 2.12 Late Payments Section 2.13 Transaction Expenses Section 2.14 . RESERVED Section 2.15 . Engine Maintenance Section 2.16 . .. — ... _ Continued Subordination ARTICLE 3. EVENTS OF LOSS Section 3.1 ....... . _ .. Event of Loss with Respect to the Aircraft Section 3.2 • • • ...—.—........--....-__ — Event of Loss with Respecl to an Engine Section 3.3 Application of Payments from Governmental Authorities or other Persons Section 3.4 • -• Rights Assigned ARTICLE 4. INSURANCE Section 4.1 ..— Insurance Section 4.2 ---- Requirements Section 4.3 No Right to Sell Insure Section 4.4 .. Notice of Loss or Carnage: Application 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 6. REPRESENTATIONS AND WARRANTIES Section 6.1 .- ---.-.-- • • — • • -- Representations. Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 _._.... _. _ - Security Interest Absolute ARTICLE 8. MISCELLANEOUS Section 8.1 _. . .. Governing Law Section 8.2 • —•• - • Notices Section 8.3 — Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severability of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns: Entire Agreement Section 8.8 Further Assurances Section 8.9 Performance by Secured Party Section 8.10 ._ — — Indemnity Section 8.11 Amendments Section 8.12 ---. • - Waiver of Jury Trial Section 8.13 - - - . Counterpart Execution. Joint and Several Liability ARTICLE 9. DEFINITIONS Section 9.1 Definitions Pupa EFTA00012147 EFTA00012148 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK, having an office at 38 Fountain Square Plaza, Cincinnati. Ohio 45263 ('Secured Party") and THORAIR, LLC. a limited liability company organized and existing under the laws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 (Grantor"). Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a Note by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the 'Loan'). B. As a condition precedent to the making of the Loan under the Note. the Grantor is required to execute and deliver this Agreement. C. Grantor is duly authorized to execute, deliver and perform this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees. for the benefit of the Secured Party, as follows: ARTICLE 1 — GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration of the premises and other good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations'; provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), does hereby convey, warrant, mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the "Collateral") and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing: b) any and all service and warranty rights related to the Equipment. including the Engines, and claims under any thereof; c) all proceeds of any or all of the foregoing, whenever acquired. including the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty; d) the Purchase Agreement, if any, and any bill of sale pursuant to which Grantor received title to the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations, leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations, liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases. subleases, management agreements. interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever. and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of Pose two EFTA00012149 • - EFTA00012150 the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International interest (and associated rights) with the International Registry. f) any and all present and future records, logs and other materials required by the FAA (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person. g) all of Grantor's right, title and interest in and to (whether the following described property or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the 'Engine Maintenance Collateral"): (a) that certain Total Assurance Program dated as of December 11, 2013 (the "Engine Maintenance Agreement") between Grantor and Williams International Co.. LLC, as the engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"), a true and correct copy of which is attached as Exhibit C here to and incorporated by reference herein, (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 Filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party to file UCC financing statements and amendments thereto. listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments thereof and amendments thereto. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for filing, if not already filed, such financing statements or other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or file any other documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the International Registry on the date of such assignment or creation. Section 1.4 Delivery and Acceptance. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor's Acknowledgment will constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment will be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters: provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party. (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor. (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; and (f) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 — COVENANTS Section 2.1 Registration and Operation. Pags 2+,120 EFTA00012151 EFTA00012152 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 (0) at any time or in any geographic area when or where insurance required by this Agreement is not in effect. (ii) in a manner or for any time period such that a Person other than Grantor will be deemed to have "operational control of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or properly for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar Location. Grantor will deliver to Secured Party a written waiver of any Lien or claim of Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at all times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a valid commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT. OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED, USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and file with the FM on or prior to the date hereof an Irrevocable Deaegistration 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, at its own cost and expense, will fly, maintain, inspect, service. repair, overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained. inspected, serviced, repaired, overhauled and tested, under an approved 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 FAA or similar regulatory agency having jurisdictional authority. and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions. having a compliance date during the term of the Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor, ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FM Airworthiness Certificate at all limes 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 properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep the Page 3 al 20 EFTA00012153 EFTA00012154 Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 2.4 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which may from time to time become worn out, lost, stolen. destroyed, seized, confiscated. damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. in addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Pans 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 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 time as such Parts are replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Pan becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (a) the Grantor's rights, title and interests in such replacement Part will become subject to the Lien of this Agreement, and such replacement Part will be deemed part of such item of Equipment for all purposes hereof to the same extent as the Pads originally incorporated in such item of Equipment, and (b) the Grantor's rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year. provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however. that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's reasonable opinion, involve any material danger of sale. forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest or International Interest, therein or related thereto). In addition, the Grantor, at no cost or expense to the Secured Party. may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that no such alteration. modification and addition will (a) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement, or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe, or an Engine as the result of such alteration, modification or addition will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5. so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft, Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part. (y) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2. and (z) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, will be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 2.8 Change of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation. Grantor will (a)