OO EE uO}}IPZ SNo|Aald Sapassadns (96/9) 99-0908 uu0o4 OY O-9-t "YeJONY UO Psdejd a}eG vOSSZ2 X0g * OSZ-Sdv ‘AysiBey uoyeIy so "aAOge paquosap yesoue (OL WHOS NYN.L3AY 9} UO peo SeM Jequunu uoHedsiBad jeloeds a4} yeu) Aj199 | <NOLLVOISILYSO 2002 *¥Z HDUVER . . ‘Sasidxa saquinu jefoads ay} asn 0} Ayioujyne ayy ‘aJep anssi ay} Woy SAep OG JO} pijeA Si AUoUNe siy} ‘panssi oq UdU} jIIM JEOIJI9O pasiAes yy ‘yesoue QU} UO pexiye S| Jaquinu uo}}e.)s/6as jeloads ayy Jaye Sep g UILIM ‘OSZ-Sav ‘AjsiBey UONeIAY [IAD 24} 0} WHO} S14} JO TYNIDINO SHL NYN.LAY GNV NOIS -SNOILONULSNI d@SNV UL Gis ‘AsoHajyeo pue UONPIYISSE]D SSBUIYPOMIIE BYL O66T *E€Z ATONE {PIJep Si 3j4y UO SSAUIYPOMIlly 104 uonesiiddy ‘s-oe18 Wuos Wy ysa}e] YL "BOIYO JOUISIG SPrepUejs yYBiy yse } -1e9U INOA Woy SSaUIYypOMule JO ayeoyIy99 pasjAa) e Ule}GO 1 "UO! BuysiGed JO ayeoyiaO pasiAa jo ydiade. Huipuad yesoue A ay} ayesado 0) Aone wus}! se ayeoyjpao UoNejsiBal pjo | BY) Uj JayjaBbo} yesoule au) U} WO} siuiso ayeoydnp Aueo ‘umous Jaquinu uoResiGay | - ; -ONI 393¢f. jeloads au} 0} yeroute paquosap aAoge au uo Jaquunu uo} | -elsiGei sayeys payun au; sGueyo 0} Ajuoune unoA si siuy T9990TES a = AP806N: YO e1eg enes| 4009 SSAYAGV LAVUDYTV OVI ©® S$ 1S0S OTOvSEt STEO? Joquiny [euas Jaquinn uojeysiBey yuesalg TE HLEL ONT 308 J@poyy pue axe yesoury N areo6 N JEquNN UoHeNsIBay jeloadg SYSEWNN NOILVYLSIOSY TVlOsdS 40 LNSWNSISSV reLoogo0eono * ! EFTA00277967

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Vow ' ‘ me - - - we - . i i ' “Yt os . wow = ° . woos i+ t 4 ‘ oF thd -,? » , ‘ . .~ ~ tee ' t x se ct - . ? bates ' ‘ oe so. , ‘ ~ ‘ - ‘ ‘ 4 4 4 ‘ ‘ ° . ’ ep t . . tt +. ‘hoa “4 - : . ve . . . - wee ‘ + Ff . ‘ - ’ 7 “ . , , ve . ee - a as ~~ . obs ray, J hsey a ’ zh &s, ty ‘e “y's a . ot . * ‘ ‘ ° « , oe . a Pao s ae os ’ Soe ‘.4 + * ‘- , s- Ct oe) * > tamee,, * . : 2 “4 a ‘ : . . a9 - ~~ . , i “Seeley af t , ‘ * SO TT WY 6 ddb.T0. . ~ Ge bebe er we fll MVAHLA Cas fe. A ened ve Leeda oe - Fadel vo a) 4 wn 4 ’ . -¢ a ra I Yo .* ‘ a yt ei te 4 . ‘hots ' 1 t an «+t . ' x « a ' id tt ‘ Py ‘4 EFTA00277968 see

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4O-|. en ae Insured Aircraft Title Service, Inc. BBB. Box 19527 © Oklahoma City, Oklahoma 73144 pd FAX #405-681-9299 FEDERAL AVIATION ADMINISTRATION DATE: 1-24-01 CENTRAL RECORDS DIVISION WHEN AVAILABLE OKLAHOMA CITY, OK RESERVE N _ Gentlemen: Please reserve N i ONLY for: —27-war 24-2001 -64 sp515 KRKEKKRKERERKEEKRRERE ERE RR ERE REEREREERERRERERERRRERERRER KER ERRRRREKRERREERKEKERERERERERERR - Please reserve N 908JE for assignment to the following aircraft: | N505LS* Boeing 727-31 20115 Current N# Make Model Serial # Which is (1) being purchased by: *X or (2) is registered to: : JEGE, Inc. 610 Ob O1f 2472001 c/o IATS, PO Box 19527 Okla. City, OK 73144 Payment of the required $10 fee per number to reserve it for one year is attached. If the preferred N nunber is not available, please contact the undersigned for a selection of a new nunber. — (ot Pom Please send the_letter of confirmation for th to Insured Aircraft Title Service in the Roam. ADDITIONAL INFORMATION:...- *See Part III for the completion of the N number change. “totus , Serving the Aviation Financial Community for over 30 years EFTA00277969

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Chotha OUpe. ae, Se fe ta , vy food WVHOHY 1X0 ALIO WHOHY 1X0 GT IT WY he NUP TO. Ug NOILYULSINIY LAVIN VV4AHILIA Gals EFTA00277970

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FORM APPROVED OMB No. 2120-0042 Sd CERT. ISSUE DATE °%000000Q UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDXRAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION UNITED STATES N SO5LS REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL Boeing 727-31 ts 20115 TYPE OF REGISTRATION (Check one box) K JAN 25 2001 FOR FAA USE ONLY CO 1. Individual [J 2. Partnership [24 3. Corporation [J 4. Co-owner [] 5. Govt. [] 8. Comccation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) JEGE, Inc. TELEPHONE NUMBER:( 303 656-1950 ADDRESS (Permanent mailing address for first applicant listed.) Number and street: Rural Route: CITY ZIP CODE 19803 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). Wilmington CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: a. [J A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. (] A non-citizen corporation organized and doing business under the laws of (state). EEE and sald aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at. (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. ), or: NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE ina? fo \\ | ‘ie of 50 a, Ho ™ ISSUED TeMp oo NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00277971

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VNOHVINO ALI9 VNOHV Tyo AS TT WY BT Nor To02 ug NOlLvuISigzy L4VuouTy VV4 HLM q3 14 EFTA00277972

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FORM APPROVED ITED STATES OF AMERICA OMB NO. 2120-0042 U.S. DEPARTMENT OF t FRANGRORIPFION FREE anaroy ; AIRCRAFT BILL OF SME? = 9 19 4 XCO] 9169 oD FOR AND IN CONSIDERATION OF sl. 20V@ THe . UNDERSIGNED OWNER(S) OF THE FULL LEGAL | AND BENEFICIAL TITLE OF THE AIRCRAFT DES- ~ CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 505LS AIRCRAFT MANUFACTURER & MODEL CONVEYANCE RECORDED AIRCRAFT SERIAL No. Ol JAN 25 AM g 04 a poes THis (4 DAY OF A $1 HEREBY SELL, GRANT, TRANSRER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FEDERAL AVIATION IN AND TO SUCH AIRCRAFT UNTO: "4 j A NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) JEGE, Inc. 457 Madison Ave, 4th Floor New York NY" 10022 PURCHASER DEALER CERTIFICATE NUMBER ~ AND TO VA ouceessryvs UTORS-ABMINISFRATOHS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF <7 HAVE SET x HAND AND SEAL THIS /% Y YK pay oF yy, » w00/ SIGNATURE (S) tithé (IN INK) (iF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST IGN. NAME (S) OF SELLER (TYPED OR PRINTED) SELLER ~ ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA ROT0153 39 Ga5 5 MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) SS 01 -©8 0171972002 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EF TA00277973

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VAOHV INO AS IT WY ET Ner 1002 Yd NOLL VYIS; 9354 Layy VV HUA Gat uv ~ , 7 ‘ % arr | | eed . nr. ad -t * $ EFTA00277974

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a a Sa . poon00009 4 9 Ud-| " DEPARTMENT OF TRANSPORTATION CC015168 FEDERAL AVIATION ADMINISTRATION - . THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a security conveyance covering the collateral shown. PART II is a suggested form of release which may be used to release the collateral from the terms of the conveyance. CONVEYANCE RECORDED NAME (last name first)OF DEBTOR _ Real Estate Exchange, Inc. 2001 vAN 25 AM 9 O2 FEDERAL AVIATION ADMINISTRATION NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Limited Service Corporation c/o Timothy P. Stehle The Limited, Inc. 4387 International Gateway Columbus, Ohio 43219 SEE RECORDED CONVEYANCE 2? NAME OF SECURED PARTY’S ASSIGNOR (if assigned) WA numBer— <2. 28 213 FICHE # RE prcez 2t2! FAA REGISTRATION | AIRCRAFT SERIAL AIRCRAFT MER. (BUILDER) and MODEL NUMBER NUMBER Boeing 727-31 N505LS 20115 ENGINE MFR. And MODEL ENGINE SERIAL NUMBER (S) Pratt & Whitney, JT8D-219 (position 1 & 3) and JT8D- | 726121(position 1), 654373 (position 2) & 726122 (position 3) 7B (position 2) PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER (S) None None filed 11/16/00 THE SECURITY CONVEYANCE DATED _/11/16/00 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON (2| £3 [oo AS CONVEYANCE NUMBER _ K0Z@2[3 _ FAA CONVEYANCE EXAMINER PART Ii — RELEASE -— (This suggested release form may be executed by the secured party and returned to the FAA Aircraft Registry when the terms of the conveyance have been satisfied. See below for additional information) THE UNDERSIGNED HEREBY CERTIFIES AND ACKNOWLEDGES THAT HE IS THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE ABOVE-DESCRIBED COLLATERAL AND THAT THE SAME COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE CONVEYANCE. ANY TITLE RETAINED IN THE COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED, TRANSFERRED, AND ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TO THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE SHALL HAVE BEEN ASSIGNED: PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN NOR IMPLIED BY REASON OF EXECUTION OR DELIVERY OF THIS RELEASE. DATE OF RELEASE: LIMITED SERVICE CORPORATION wy B SECURITY HOLDER) i SIGNATURE (in ink) Kenneth B. Gilman TITLE President A PERSON SIGNING FOR A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW HIS TITLE. A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL AVIATION REGULATIONS (14 CFR) AC Form 8050-41 (7-83) (0052-00-543-9001 EFTA00277975

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yo VWOHV 10 ALIO VAOHV 1X0 LG TL WY ST Net TON Ws NOLLVELSI9SY LAVYONIV VWV4 HLIA Gas EFTA00277976

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U.S. DEPARTMENT OF TRANSPORTATION 32o. Al SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION sat eeeceenentacerececerrersececsersereseesrsssessseererenecessseeees This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT November 16, 2000 FROM DOCUMENT NO. REAL ESTATE EXCHANGE, INC. K028213 TO OR ASSIGNED TO DATE RECORDED LIMITED SERVICE CORP. December 18, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) TOTAL BER INVOLVED 1 NSO5LS ENGINES r——C“‘(®ENNNNNNN__ | TOTAL NUMBER INVOLVED 3 MAKE(S) SERIAL PRATT & WHITNEY JT8D-219 NO. 726121, 726122 PRATT & WHITNEY JT8D-7B 654373 MAKE(S) SERIAL NO. RECORDED CONVEYANCE FILED IN: NSOSLS, BOEING 727-31, SN: 20115 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00277977

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EFTA00277978

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59000005836 , 0 : K028213 AIRCRAFT SECURITY AGREEMENT . CONVEYANCE Debtor: Real Estate Exchange, Inc. RECORDED 900 SW 5" Avenue . Mezz. Level 200 DEC 18 PM 1 35 Portland, Oregon 97204 FEDERAL AVIATION Party: Limited Service Corporation c/o Timothy P. Stehle The Limited, Inc. 4387 International Gateway Columbus, Ohio 43219 Date: \= Ww _, 2000 Complete description of collateral being mortgaged: Aircraft: FAA Registration Number - N505LS Make and Model - Boeing 727-31 Serial Number - 20115 Engines: Two Pratt & Whitney engines, model number JT8D-219, serial numbers 726121 and 726122; and Pratt & Whitney engine, model number JI8D-7B, serial number 654373 Spare Parts Locations: None (not exhaustive) together with all equipment and accessories attached thereto or used in connection therewith, all spare parts, all replacements, and all proceeds of the foregoing (whether accounts, general intangibles, instruments, documents, money, or goods), all of which are included in the term “Aircraft” as used herein. 1. GRANT OF LIEN AND SECURITY INTEREST Section 1.01. Debtor hereby grants a lien on and security interest in the Aircraft to Secured Party for the purpose of securing the following obligations (the “Obligations-L in dhe order named: $5.00 11/16/2000 FIRST: The payment of all indebtedness evidenced by and according to the terms of that certain promissory note dated as of October 22, 1998, executed by Debtor and payable to the order of Secured Party in the aggregate principal amount of Forty-Two Million Dollars ($42,000,000), with interest thereon at the rate of the prime rate of interest per annum announced from time to time by Bank One, N.A. (the “Prime Rate’), compounded from such an 003211450328 . $5.00 11/16/2000 ' 903211454135 $5.00 11/16/2000 EFTA00277979

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Aut WES TIO, Jd OT pm. wu Belt Fos . NO 00, v PI ayy ° eta G3; i * a EF TA00277980

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30000005837 37- |7 . SECOND: _ (1) The prompt and faithful discharge and performance of (a) each agreement of Debtor herein contained made with or for the benefit of Secured Party in connection with the Obligations secured hereby and (b) each of the other documents executed by Debtor in connection herewith or with the Note, and (2) the repayment of any sums expended or advanced by or on behalf of Secured Party or Debtor for the maintenance or preservation of the property mortgaged hereby or in enforcing Secured Party’s rights hereunder or thereunder. 2. DEBTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.01. Debtor hereby represents and hereby warrants to Secured Party that it is the absolute owner of all of the legal and equitable title to the Aircraft and in possession thereof and that the same is free and clear of all liens, encumbrances, and adverse claims whatsoever. Section 2.02. Debtor hereby agrees to (a) maintain, at its expense and with reputable, licensed insurers, insurance naming it and Secured Party as named insureds in the following types and amounts: (i) hull insurance in amount not less than $21,000,000; (ii) liability insurance in amount not less that $300,000,000 per occurrence as respects ground risks; and, (iii) liability insurance in amount not less that $300,000,000 with respect to the Aircraft for all times during which the Aircraft is engaged in flight operations; (b) convey or suffer to exist no interest in the Aircraft without the express written consent of Secured Party; and (c) indemnify and save and hold harmless Secured Party for and against any and all claims, losses or expenses arising out of Debtor’s (i) possession, operation or use of the Aircraft or (ii) breach or failure to comply with any provision of the Note or this Security Agreement to be kept and performed by Debtor. Section 2.03. Debtor will, at its own cost and expense, (a) record, re-record, register, re- register, file and refile this Security Agreement, financing and continuation statements with respect thereto, and such other instruments as may from time to time be requested by Secured Party in all such jurisdictions and offices as Secured Party may from time to time request in order that (i) the lien and security interest provided by this Security Agreement is at all times a valid first and prior lien on and perfected security interest in the Aircraft, and (ii) the security for the Obligations and the rights and remedies of Secured Party may be established, confirmed, maintained and protected; and (b) furnish to Secured Party evidence satisfactory to Secured Party of every such recording, registering, filing and other action. Section 2.04. Debtor covenants, agrees and warrants that it will at all times defend and protect the lien and security interest created by this Security Agreement upon the Aircraft, and further covenants and agrees that it will hereafter from time to time, perform, execute, deliver and file or cause to be performed, executed, delivered and filed all such further and other acts, conveyances, transfers, instruments, financing statements, continuation statements and assurances as may be requested by Secured Party, for the better assuring, conveying, transferring, mortgaging, hypothecating and confirming unto Secured Party of all or any part of the Aircraft, whether now owned or hereafter acquired by Debtor, or for securing the rights and remedies of Secured Party. EFTA00277981

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SA). No” EF TA00277982

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TOo0noNn OH BBB 54 |. Section 2.05. (a) Debtor will, at its own cost and expense, inspect, service, repair and maintain the Aircraft, or cause the Aircraft to be inspected, serviced, repaired and maintained, in good operating condition, and will cause the airworthiness certification of the Aircraft to be maintained in good standing at all times under the Federal Aviation Act. (b) Debtor shall, at its own cost and expense, replace or cause to be replaced all equipment and replacements which may from time to time be a part of the Aircraft and which from time to time may become worn out, lost, destroyed, confiscated or rendered unfit for use. Such equipment and replacements (i) shall be in as good operating condition and shall have a value and utility equal to that which the equipment or replacement being replaced would have had if it were in usual condition and good repair, and (ii) shall be owned by Debtor free and clear of all liens and encumbrances. All such equipment and replacements shall be and become a part of the Aircraft and shall be subject to all the terms of this Security Agreement. Replacements involving an engine and replacements involving major items of equipment shall be reported by Debtor to Secured Party promptly after such replacements are made, and such reports shall describe in reasonable detail the items so used as replacements and the items replaced thereby. (c) Any part or item of property may be removed from the Aircraft in order that the same may be replaced, inspected, repaired, reconditioned or otherwise serviced without affecting or impairing the lien and security interest of Secured Party with respect to such part or item of property. However, no replacement or equipment subject to the lien imposed by this Security Agreement or other item of property useful in connection with the operation of the Aircraft shall be removed therefrom or replaced except in accordance with this Section 2.05 and for the purposes of such replacement, inspection, repair, reconditioning or other service operation. Section 2.06. (a) Immediately after any engine which becomes a part of the Aircraft is replaced in accordance with the provisions of Section 2.05, Debtor will execute and deliver a supplement to this Security Agreement in form and substance satisfactory to Secured Party (the “Supplement’”’), which Supplement, among other things, shall cause the property described therein to be subject to the lien and security interest created under this Security Agreement. Section 2.07. Debtor covenants and agrees that it will comply with all applicable federal, state, municipal, territorial and foreign laws, ordinances, regulations and rules applicable to any of the Aircraft, and that it will not cause or permit the Aircraft to be used or operated in any manner contrary to any such law, ordinance, regulation or rule. Debtor also agrees not to fly the Aircraft, or suffer the Aircraft to be flown or located, in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft or required by the terms hereof. Debtor also agrees, without limiting the generality of the foregoing, (a) not to fly or suffer the Aircraft to be flown or located in any of the former so-called “Iron-Curtain” countries or areas, including without limitation Russia, Ukraine, Georgia, Hungary, the Czech Republic, the Slovak Republic, Croatia, Bosnia~-Herzegovina, Bulgaria, Albania, Poland, Rumania, Latvia, Estonia, Lithuania, Viet Nam, China, Cuba and North Korea, or in any satellite country of, or any territory occupied by, or under control of, Russia or China, or in Iraq, Iran or Afghanistan; and (b) not to use, fly or locate any of the Aircraft, or suffer any of the Aircraft to be used, flown or located, in or near any recognized or threatened area of hostilities unless fully covered to Secured Party’s satisfaction by EFTA00277983

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BG. Wh EFTA00277984

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Qy 12 Joo0n09005839 BO |S war risk insurance or unless the Aircraft is operated or used under contract with the government of the United States of America under which contract such government assumes liability for any damage, loss, destruction or failure to return possession of the Aircraft at the end of the term of such contract. (c) Debtor will not take any action, or suffer any omission, that would cause the Aircraft to be ineligible to be maintained under Part 91, subpart F, of the Federal Aviation Regulations. Section 2.08. If Debtor shall default in the observance or performance of any of its agreements contained in this Security Agreement, Secured Party may do all acts and make all expenditures necessary to remedy each such default including, without limitation, entering upon or obtaining access to the Aircraft to make repairs upon the Aircraft and to purchase and discharge any lien or security interest, and Debtor shall give, or take all necessary steps to give, Secured Party access to the Aircraft for such purposes. Debtor shall promptly reimburse Secured Party, together with interest at a rate equal to two percent per annum in excess of the Prime Rate for any and all expenditures so made or incurred and such expenditures shall constitute part of the Obligations; provided, howev at Secured Party, though privileged so to do, shall be under no obligation to Debtor to make any such expenditures nor shall the making thereof relieve Debtor of any default in that respect. Section 2.09. Debtor will permit and/or arrange for inspection by Secured Party, its officers, employees and agents, of the Aircraft and all maintenance and operational records on the Aircraft at any reasonable time and from time to time upon the request of Secured Party. Section 2.10. (a) Debtor shall maintain such log books and other records pertaining to the Aircraft required by the rules and regulations of the Federal Aviation Administration. Debtor shall keep accurate and complete books and records regarding the Aircraft in accordance with generally accepted accounting principles. For the purpose of establishing the location and value of the Aircraft, Debtor shall furnish to Secured Party information adequate to identify the Aircraft at such times and in such form and substance as may be requested by Secured Party. Debtor shall permit and arrange for Secured Party to review such log books, books and records upon written request and shall furnish Secured Party with such additional information relating to the Aircraft as Secured Party shall reasonably request. (b) Debtor represents and warrants that the site at which the Aircraft will be permanently hangared or located (its “Permanent Site”) is accurately and completely set forth on Exhibit A attached to this Security Agreement and that an exhibit to each Supplement will accurately and completely set forth the Permanent Site of any additional engines which become part of the Aircraft. Debtor shall not change, or permit to be changed, the Permanent Site of Aircraft, except to such new location as it may establish in accordance with paragraph (d) of this Section 2.10. In the event that the Aircraft is to be removed from its Permanent Site to a location within the United States of America for more than 180 days (or more than 60 days with respect to any such engine of less than 750 horsepower which is removed to the State of Louisiana), Debtor shall give Secured Party written notice of this fact, including information concerning proposed temporary locations, the length of time it is expected to be removed from its Permanent EFTA00277985

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G.I EF TA00277986

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G. 30000005840 2 || Site and such other information in connection therewith as Secured Party may reasonably request. The Aircraft shall not be removed from its Permanent Site to a location outside of the United States of America for any period of time without first notifying Secured Party in writing at least 30 days in advance of such removal; provided, however, that this prohibition shall not apply to routine flights from or to the United States of America in the ordinary course of business. (c) Debtor represents and warrants that Debtor has its principal business office at, and all of the original books of account and records of Debtor relating to the Aircraft are kept at, the address set forth for Debtor at the beginning of MJ Security Agreement. Neither the location of Debtor’s principal office nor the location where such books of account and records are kept will be changed except in accordance with paragraph (d) of this Section 2.10. (d) Debtor will not establish any different location for the Permanent Site of the Aircraft, or for the place where the books of account and records on the Aircraft are kept, until (i) it shall have given to Secured Party written notice, at least 10 days before doing so, of its intention to establish such new location, clearly describing each such new location and providing such other information in connection therewith as Secured Party may reasonably request, and (11) with respect to each such new location, it shall have taken such action, satisfactory to Secured Party, as may be necessary to maintain the security interest of Secured Party in the Aircraft granted hereunder at all times fully perfected and in full force and effect. Section 2.11. Debtor will immediately notify Secured Party of any change, of which Debtor has knowledge, which materially and adversely affects or may materially and adversely affect either Secured Party’s or Debtor’s right, title or interest in or to, or the value of, the Aircraft. Section 2.12. Debtor will pay when due any and all taxes, charges and assessments which are levied upon or with respect to the Aircraft and the operation thereof. Section 2.13. Debtor will furnish to Secured Party or make available to Secured Party for review as and when requested by Secured Party any information or documentation or records reasonably requested by Secured Party. 3. DEFAULT; REMEDIES Section 3.01. Time is of the essence of this Security Agreement. It is hereby agreed that, if default be made in the payment of any part of the principal or interest of the Note secured hereby at the time and in the manner therein specified, or if any breach be made of any of the other Obligations, or if any or all of the property covered hereby be hereafter sold, leased, transferred, mortgaged, or otherwise encumbered without the written consent of Secured Party first had and obtained, or in the event of attachment or seizure of the Aircraft under execution or other legal process, or if for any other reason Secured Party may deem itself insecure (each an “Event of Default’), then the whole principal sum unpaid upon the Note, with the interest accrued thereon, or advanced under the terms of this Security Agreement, or secured thereby, and EFTA00277987

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28.10 EF TA00277988

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Q20H.0 39090090584) ort the interest thereon, shall immediately become due and payable at the sole option of Secured Party. Section 3.02. Upon the occurrence of any Event of Default, but subject always to any mandatory requirement of applicable law, Secured Party may, by notice to Debtor: (a) Take possession of all or any part of the Aircraft then subject to this Security Agreement and all of the rights of Debtor therein shall forthwith be surrendered to Secured Party, and Secured Party may by its agents, or otherwise, take possession of the Aircraft wherever found, with or without notice or process of law and without being responsible for any loss or damage, and for that purpose may enter upon any premises of Debtor without liability for suit, action or other proceeding by Debtor and remove the same. Secured Party, without being responsible for loss or damage, may hold, store and/or use, operate, manage and control the Aircraft, and may collect and receive all tolls, rents, revenues, issues and profits of the Aircraft and every part thereof, until: (i) the Aircraft is sold pursuant to this Section 3.02; or (ii) the Obligations are satisfied and paid in full, at which time Secured Party shall deliver to the person or persons entitled thereto all of the Aircraft then held by Secured Party under this paragraph (a) of this Section 3.02. (b) Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of such of the Aircraft as may be in Secured Party’s possession if Secured Party takes such action for that purpose as Debtor shall request in writing, provided that Secured Party shall not be required to take any such requested action if, in the judgment of Secured Party, such action would impair Secured Party’s security interest in the Aircraft or its rights in, or the value of, the Aircraft, and provided further that such written request is received by Secured Party in sufficient time to permit Secured Party to take the requested action. Debtor acknowledges that failure of Secured Party to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of Secured Party to preserve or protect any rights with respect to the Aircraft against prior parties, or to do any act with respect to the preservation of the Aircraft not so requested by Debtor, shall be deemed to be a failure to exercise reasonable care in the custody or preservation of the Aircraft. (c) Secured Party may, by its agent or otherwise, sell at public auction the Aircraft, or any part thereof, upon such conditions as to price, terms of payment and such other terms of sale as Secured Party may fix. (d) Notice of any sale pursuant to this Section 3.02 shall state the time when, and the place where, such sale is to be made, shall contain a brief description of the property to be sold and shall be deemed reasonable if it is mailed to Debtor at least 10 days before the date of such sale. Such sale may be held at any place where sales or public auctions are customarily held in the City of Columbus, State of Ohio, or in any city or county in a state where the Aircraft to be sold is located. EF TA00277989

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24.8 EF TA00277990

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3909090905842 2G-/ . (e) Secured Party, with or without taking possession of the Aircraft, may take legal proceedings for: (i) the specific performance of any covenant or agreement herein contained or in aid of the execution of any right or power herein granted; (ii) foreclosure hereunder; (iii) the sale, under the judgment or decree of any court of competent jurisdiction, of the Aircraft or any part thereof; (iv) the appointment of a receiver or receivers pending any foreclosure hereunder or the sale of the Aircraft under an order of a court of competent jurisdiction or under executory or other legal process; (v) the recovery of judgment for the outstanding balance of the Obligations and the collection of the same out of any properties of Debtor; or (vi) the enforcement of any other appropriate remedy, and Secured Party shall be entitled, as a matter of right, to the appointment of a receiver of all or any part of the Aircraft. Section 3.03. Debtor hereby irrevocably appoints Secured Party, its agents and attorneys, successors and assigns, and each of them, the true and lawful attorneys of Debtor, in its name and stead, to make all necessary transfers of any part or all of the Aircraft in connection with any sale or other disposal thereof made pursuant to Section 3.02, and for that purpose they may execute all necessary instruments of assignment and transfer, Debtor hereby ratifying and confirming all that its said attorneys shall lawfully do by virtue hereof. Nevertheless, Debtor shall, if so requested by Secured Party, ratify and confirm any such sale or other Aircraft disposal by executing and delivering to the transferee of any part or all of the Aircraft such proper bill of sale, conveyance, instrument of transfer, release or other document as may be designated in such request. 4. MISCELLANEOUS Section 4.01. Any notices hereunder shall be given to the parties at their respective addresses set forth herein. Section 4.02. This Security Agreement is to be interpreted under the local laws of the State of Ohio, except only to the extent of United States federal laws of mandatory application. EFTA00277991

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EF TA00277992

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39000 9 0 iS 8 4 3 IN WITNESS WHEREOPF, the parties hereto have executed and sealed this Agreement on the - day and year first above written. ACKNOWLEDGMENT: ACKNOWLEDGMENT: Au kfiffe DEBTOR: REAL ESTATE EXCHANGE, INC. By: Print Name: Its: SECURED PARTY: LIMITED SERVICE CORPORATION By: Print Name: Tile DF 7 EFTA00277993 a 20-4

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34.4 EFTA00277994

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24-3 59090905844 IN WITNESS WHEREOPF, the parties hereto have executed and sealed this Agreement on the day and year first above written. ACKNOWLEDGMENT: DEBTOR: REAL ESTATE EXCHANGE, INC. Print aft aK, weak Its: Secce mec ACKNOWLEDGMENT: SECURED PARTY: LIMITED SERVICE CORPORATION By: Print Name: Title: EFTA00277995

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34. G~° EF TA00277996

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Joo0no0n05845 - ° EXHIBIT A Permanent Site Location: Columbus, Ohio 8$131028.04 EFTA00277997

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EFTA00277998

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FORM APPROVED OMB No. 2120-0042 2) 3X-| CERT. ISSUE DATE ON-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION UNITED STATES REGISTRATION NUMBER N 505LS AIRCRAFT MANUFACTURER & MODEL , Boeing 727-31 hod AIRCRAFT SERIAL No. 20115 TYPE OF REGISTRATION (Check one box) BK NOV 17 2000 FOR FAA USE ONLY C0 1. Individual (1 2. Partnership 3% 3. Corporation [] 4. Co-owner [] 5. Govt. 1 8. Conoraton NAME OF, APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) Real Estate Exchange, Inc. TeLepHoNe numer: (203 , 223-3911 ADDRESS (Permanent mailing address for first applicant listed.) Number and street: 900 SW Fifth Avenue, Mezz. Level Rural Route: CITY ZIP CODE Portland Oregon 97204 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment U.S. Code, Title 18, Sec. 1001). O CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: *)", OF CHECK ONE AS APPROPRIATE: a. ( A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. (J A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (8) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. Daehn | retary | NAW eee ee ar a NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in a airera AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous ERNENG TO EXPIRE / (2 - IZ -(?) D7. He TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. T_OO7S: ET. Re Re EFTA00277999

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-"} ns aie VHOHY TNO ALID VHOHY INO "GE 2 ld. OT nox we td ¥ wbhSiven wo. Le YV4SHLIA Q37i1- 00. EF TA00278000

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FORM APPROVED UNITED STATES OF AMERICA mh @ 4 OMB NO. 2120-0042 U.S. DEPARTMENT OF RTIATION PSPERAL WIA AD ISTRATION -3°6 ARCRAET OE OF SALE 3/-| FOR AND IN CONSIDERATION OFS O THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS, NITED STATES REGISTRATION TTS aca'N 505LS AIRCRAFT MANUFA' UBER & MODEL | AIRCRAFT SERIAL No. 20115 CONVEYANCE DOES THIS \\y DAY OF ~J\R 49200 RECORDED HEREBY SELL, GRANT, TRANSFER AND ccoik22d? DELIVER ALL RIGHTS, TITLE, AND INTERESTS = IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block sann pI FAA WAR ONLY NAME AND ADDRESS WU INU (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Real Estate Exchange, Inc. FEDERAL AVIATION 900 SW 5th Avenue ‘ ADMINISTRATION Mezz. Level Portland, OR 97204 PURCHASER DEALER CERTIFICATE NUMBER AND TO EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF LT wHageser ITS HAND AND SEAL THIS DAY OF 19 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST SIGN.) Hayes Productions, W, yyy Yyyffyyy le President, LLC YM [{/yee~Retail Transpotation ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAAS RECOADING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) SELLER ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00278001

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emg ALOR ] > ? ~ - ~ . * ne . ~ ane * ft. a . ' I . <2 he . 2 * ° . + - . . ayer a 1 . ~s :, “% ieee ~ ae - 2 7 “, * . ’ we ska PF pele . 7, a 4 EF TA00278002

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-~_ FORM APPROVED OMB No. 2120-0042 * . a a d r>_unrTEp OR AMERICA DEPARTMENT OF TRANSPORTATION 46-| FEDERAL AVIA’ ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE REGISTRATION NUMER N 505LS AIRCRAFT MANUFACTURER & MODEL Boeing 727-31 HK FEB 09 2008 AIRCRAFT SERIAL No. 20115 "FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) C 1. Individual [] 2. Partnership [4] 3. Corporation [] 4. Co-owner [] 5. Govt. [] 8. Noni ten NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) Hayes Productions, LLC TELEPHONE NuMBER: (202 4427-7650 ADDRESS (Permanent mailing address for first applicant listed.) 1105 North Market Street, Suite 1300 Number and street: STATE Wilmington Delaware 19801 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). 0 CERTIFICATION CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: 8 CHECK ONE AS APPROPRIATE: a. ( A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. [] A non-citizen corporation organized and doing business under the laws of (state) _E2E and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and {3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SS yt Cells Vice President 02/07/00 SIGNATURE Timothy B. Leons Rétail Transportation|? COMPARY >» sole member 7. NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition 7 @?2/¢h CAT (hue LP Mpfpsco Teo008 lo EFTA00278003

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YHOHV INO AXIO Vira pr zug 90 € Wd 2 934 00. . oye rectal EFTA00278004

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ror AP ROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA US DEPARTMENT cc TRANSPORTATION FEDERAL rovers AO _ / FOR AND IN CONSIDERATION OFS Q THE Acasa 9 7 é - UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES ” REGISTRATION NUMBER N S05LS AIRCRAFT MANUFACTURER & MODEL aal—umale = moms, AIRCRAFT SERIAL No. 90715 ~ Pini Fi DOES THIS /th DAY OFFebruary 492090) my ogi a HEREBY SELL, GRANT, TRANSFER AND PEED OO FL, ia DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS (F INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Hayes Productions, LLG 1105 North Market Street Suite 1300 Wilmington, Delaware 19801 PURCHASER DEALER CERTIFICATE NUMBER AND TO EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF 2000 IN TESTIMONY WHEREOF JT HAS SET ITS HANDAND SEALTHIS 7th pay or Feb. “49. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST SIGN.) DO roowation secretary nn 2 fiat | 08187 ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES *OF*ER& in CMRER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) SELLER ORIGINAL: TO FAA AC Form 8050-2 (9'92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00278005

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“ai 4 VHOHY 10 RLIQ PONTO go § Wd L 034 00. a ant v “gece ERED tees Weg bb Wot iid 35 EF TA00278006

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uo}py snojAedd sapasiadns (96/9) Sb//C/L. LO Lf 93-0908 ULIO4 DY as YeIOIY UO pade|q aye WEIE 2H OL $0 Ott TOU Jo ainyeubis en ge vOSSZ X0g ° pOSO-SZLEL BWOYE!XO ‘AID 2 fil OSZ-SdV ‘AysiBay UoeIAy IAI <6 ete | éhoge paquosap yesouie ‘(OL WHOS NYNLAY af Ay89 | (NOLLVOISILYAO f 666T *OT AI. ) ‘sauidxa Jaquinu jeloads ay} asn 0} Aysoyyne oy ‘ayep anss! 94} Woy shep 06 10} pljeA S| Auoujne siyj ‘panssi oq Udy} |JIM oJeoyIEO pasiAgs y ‘Yesosle ayy UO paxiye © S| JaquUNU UO}eN)s!GeL jeloads aly Jaye Shep G UIYYM ‘OG/-SsV ‘KysiBey Ud]EIAY IS OU} O} WO} SIU} JO WWNISINO SHL NYNLSY GNV NOSIS 94} UO peoRid sem Jequunu UO}}e Th jeloads ay :SNOMLONYISNI .AaSNVUL GLS :AloBajeo pue UONPIYISSE}]D SSAUIYPOMIIe BYL 066T *€e AING {pa}ep si} ajy Uo SSaUIYPOMIlYy 104 uoneaiddy '9-oeLg wwoY Wy }Sa}e] SUL "BOI JOLISIG SPsepuels jy} sa -seau JNOA Wold) SSBUIYPOMUIe JO aJEoYIPIO pasiAal B UIeE}GO ‘uoleuys}Gau Jo ayeoylyao pasjAal jo ydia0e/ Hulpuad yeuouyje ayy ayesado 0} Aoujne wiajU) se ayeoyipeo UO}eujs}Her pjo OU} UM J94}360} yesoIE OU; LU) WO} SIU} JO syeoldnp AueD 6686T 3G NOLINIW TIM 1S LaneVW N SOTT duo SUVMV ISG LSAIMHLYON ‘umoys Jequinu uoneysisal jejoads ou} 0} yesoule paquosap sAoge a} UO Jequunu UO} -ei\sifiad Saye}S payup au} aBueyo 0} AouINe uno si SIUL | S661 *oT ANT 9T99GFTS = STSOSN uO JGOI SSAMAGVY LAVADUTV OVIT ee :9]2Q anss| OTO?sEt Stree Jaquiny jess ONIA09 19POW pue oy Yel ST100S N JOQUINN uoNeysibay jussad S7SO0sGN Jequiny uoyensiGoyjeveds | SMAGINN NOILVULSIOSY TWidadS JO L Eli NOISSV aE as fH EO 2 ; OSTEO SAT AISI BQH’ ; | -h¢

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“ , 1; . tf nat ~¢ # ‘ . be . of -f . . ee & oe se oh mee “« “ss « Pe i ed Xe a 4 . ° > “3 road . * . 4 ~ \ Ciaae ware. ea ~ « nw. : on san tweet oes i Aew. mab Wek yuk as» & | LD? ue Tomiie wf dv 1 Fee 3 ‘ qo “ . 4 "4 ,t ° a TE re ae ~ €osewe cbt of. . . rT 7 , ‘ rene tere an oe x? ht ee bd * * . eat a whi’, ¥ flew mo 8 ps hy etl ne SUNAAT oo Te. . .- . HOH Ty Tse EFTA00278008

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. 90009090425 25° : ond FEDERAL AVIATION ADMINISTRATION DATE: 6-11-98 CENTRAL RECORDS DIVISION OKLAHOMA CITY, OK Insured Aircraft Title Service, Inc. MB. Box 19527 © Oklahoma City, Oklahoma 73144. (405) 681-6663 sYe lo tH SYDLS Gentlemen: 4 guL 10 1998 Please reserve N in NAME ONLY for: RERKEKEKRKEREK ERK KEKE EREKRKERERERERRERERKRERREREREREEEK ERK KR RRR] RR] RR Rk RR RR RRR Ra RC Please reserve N__SO05LS__ for assignment to the following aircraft: . N500LS** Boeing 727-31 20115 Current Ni# Make Model Serial # Which is (1) being purchased by: or (2) is registered to: XXX : Northwest Delaware Corp. 981 630927405 Ss 10.00 06/12/1998 1105 N. Market Street Wilmington, DE 19899 Payment of the required $10 fee per number to reserve it for one year is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new nunber. bY mn Please send the letter of confirmation for tre volt LIM, to Insured Aircraft Title Service in the - Roan. ADDITIONAL INFORMATION: **See Part II for completion of N nunber change. Serving the Aviation Financial Community for over 30 years EFTA00278009

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ae “eee ny & “\ x Mo Feat . ’ { \ a ; tot * a) a a w i 3 YHOHY THO ALIO VHOHY 1X0 9¢ 6 WH eT NAP 86. UG NCILYYLSIO3Y LAVYOUY YY¥aHiLivA Gals EF TA00278010

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sees — <- ee ae eee ae eee ee ee ee Le te Sm memes Str ey eee Om rer es ene) me ee wm emrene semen Temes ee 8 cent meee es pees ore Cree foreman meme ney es es oad rights, Lit | J | 1s 9 Trber. 0 4 f shes =i? Special registration WN 99 0 4% Northwest BDelayare Corrcoration A cee Gay of perty herepy reserved BOX 25504 OKLAHOMA CHIY, OK 73125 }:0 9 be released: to: P.O. RE: ‘ | | Cc Dated tis : _—_—— \ ~~ - —=a- a ~ mre ee -_ ~=— - wo ome ao even male nee me ne ee ie eR re ee eee me - OO ee ae ee Nee ey ey Mr. Tim. Ritchie * ~ EFTA00278011

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VHOHV 140 ALIO ¥ HOHV 1X0 92 6 Wt Nit 85. ya HOLLY ELSI934 Layyouly eva His qais EFTA00278012

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3 —) FORM APPROVED OMB No, 2120-0042 UNITED STATES OF AMERICA DEPARTMENT/OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER - AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES . REGISTRATION NUMBER 16) 995 AIRCRAFT MANUFACTURER*& MODEL a|= Boeing 727-100 . JUN 28 Vanrre hts f FOR FAA USE/ ONLY AIRCRAFT SERIAL No. 20115 TYPE OF REGISTRATIGN (Check one box) (CO 1. Individual [Dj 2. PartnershipX¥K3. Corporation [] 4. Co-owner [J 5. Govt. £ 8. Comoration NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) NORTHWEST DELAWARE CORPORATION TELEPHONE NuMBER: 302 ) 427-7650 ADDRESS (Permanent mailing address for first applicant listed.) ZIP CODE 19899 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment .S. Code, Title 18, Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: __.__E td), OFF CHECK ONE AS APPROPRIATE: a. DJ A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. (0 A non-citizen corporation organized and doing business under the laws of (state). and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at. (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE Ors -S2 45 = Z | SIGNATURE S3| ge 8 te me aesinett | ‘4 “4 Aircraft Registration, the aircraft may be operated for a period not in excess of 90 pe SSISTIZZ IG AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Ed NOTE Pending receipt of the Certificate 4 3 days, during which time the PIN copy of this application ust » EFTA00278013

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‘3 | a” hi SS” Gey 62 Z| g1 AMLSITIY Lavaouly, WS HLA G31d 2OC ree ee 2 @ JONVASANOO > EFTA00278014

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FAA AIRCRAFT REGISTRY | | CAMERA NO. 24 DATE: 3-4-92 _ Sy ee oo —— a : - “ 3 ’ CHANGE OF ADORESS NOTICE re on as . Signature requirements: — Individus! eraner raaek must pn —Partnership, 2 gerers| partner A . Eoponer, cach efewner murt sgn, continuing 8 necesenry on an etteched sheet . — Government, sny authorized person may eign. eb, wa ADORESS CHANGE REQUESTED NAME AND ADORESS OF CERTIFICATE HOLDER Nob Jar MoD. Cotfocrn jos W. HRRKS Siheer 5 a rrr LIL WWETOW. PEAMLE /9F9F a | SR eo ke CANCELAON SF RTHATION, RUTTER (1. Alreratt sold to: (Purchaser's name and eddresa)‘ --’ C1 2 Alreratt dastroyed/acrapped CO 3: Alreratt exported to CI 4 Other, specify = | (we) request Ganeailation of registration for the above reason, wiie= f ‘ t . 2. , / ee r \ 1 i . 2 . > . < ‘¢ ‘ ' ‘ s . : + ; . Py . oo . . Tm em, ~. pantie ———— ~~ = — * we ARR pete oe n 7 ¥ ¢ ctdiecs 2

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DATE: 3-4-92 FAA AIRCRAFT REGISTRY CAMERA NO. 2 wists ALIA 32 - =4 2M 2 39NN 3h oul yi ides ROS * EFTA00278016

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_ FAA AIRCRAFT REGISTRY | CAMERA NO. 2M DATE: Ane SIGN AND RETURN THE ORIGINAL of this form to the FAA Aircr revised certificate will then be issued: Uniess, this authority is used and US Department Aircratt Make of Transportation | 8nd Model Federal Aviation Administration ICAD AERCRAFT ADDRESS coDE FOR N5SOOLS = 51435373 Seriat Number NORTHWEST HOLDING CORPORATION PO BOX 7138. WILM INGTON: DE “19803 i ee a Sn een ee ee a Ee BF -) a3 AUG 23 1990 4 rt ; _ Special Registration Number N_500LS Present Registration Number issue Date OS 230 This is your authority to change the United States registration number on the above described aircraft to the special reg:stration number shown. Carry duplicate of this form in the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration, Obtain a revised certificate of airworthiness from your nearest Flight Standards field office. The het FAA Form 21304, Aplication | 020290 The airworthiness classification and category E XPE R I ME NT . att Registry, within 5 days alter.placing the special registration number on the aircralt. A this office so notified, the authority for use of the special number will expire ROE. 09, 1991 CERTIFICATION: I certify that the special cagieygarOONRD ber was pfoced on the aircraft described above. Sign’ of Owner: - . Title of Owner: AC Form 8050-64 (12/87) RETURN FORM TO: FAA Aircrah Registry olin cry. City, Oklahoma 73125 -4939 ~EFTA00278017

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FAA AIRCRAFT REGISTRY _ CAMERA RO. 2" DATE: 7 - = dass 008 BS BUA 8 ga ] egencit o ie veipee Soved a vee ae enasMun MOITARTEIDSA Jaroase WO THaMMDIeeA - | pee EOI Saar eon desea een eee baa eo testaige lt ons . os % * 10 : a sar at Loss. wecieve 3 bi : we! ae genes \pfoastr Ag ¥WIITAS™ ~EFTA00278018

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|: PAA AIRCRAFT REGISTRY &. | CAMERA BOs 20 DATE= 7: - (7 - 0 Pac aneeeas 7¥ ‘Aircraft Registry - “ ATTENTION: y Central Records rane LS on 4) spectal identification ounber (6) per order of choice. ist Zor . 2nd Choice : 4th Choice “= Kw For assignment to:. Make and Model: teas Serial No.: Notice: ; 5 “AC Form 8050-64. to: aaa To} Pink slip tached shoving’ payeent of 3 Or Sidaes ona’ copy of Notice to me in. -the Public’ Documents Room. SFE- ED heipatn 0740 G2 6/22/5% ADDITIONAL INSTRUCTIONS phen, yg rare aes gps Sf 2 OUST) fs “esa Are gpoonen z 2 5 4e.7 Ye 7 Te Rolla Cbg ete lem OA 00 tha Gy3e~ Welgrirg LOGE 7 Thanks, Led F050 -6F aS Meron 3 cla _ fd koom f en ae a eer rn ere a, pet ee TE ra aN, ~EFTA00278019

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' » PAA AIRCRAFT REGISTRY _ . x CAMERA NO. 2 DATE: 7 = °/ . . « i SNE ae ee OSS LOR a ne erie exioate i eENE ae Regt 7” < = % fe ae ~ —_ . ——— 2k 7 ; ASE \ - - tie § sos : af . = - ‘ 3 2,3 ~ 2 cae oS i . : ey? - a ‘ s z e - * a rT , 7 o.8 : * 7 2 > t i i . tr 7 « Ne ~ - : Ns os $s bd - ’ i "e y ’ ; . ‘ : , ae 6 Be a : - \ - H =~ - - % ‘ - sows te wees ores 8 — — Gorn een oe - Pees Oe ere Sn eee ws ome mowaane 9 5 ° = : S - . fe e ; ' x . - a + ‘ - : me Py - ‘ ' ' ! . i . . Seg ff mise = - = ? _ . ~ a vs , 7 °. . v ree. .2—- °. é * he a ie 8 = fe . vie $F eS * . - ‘ : e* tat scoemninnwen < ’ athe 6 ’ : . . - * - ‘ ~ - . - EFTA00278020

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FAA AIRCRAFT REG CAMERA NO. |fV DATE: Je 13° 90 = ee pe ae F “CERT. ISSUE DATE UNITED STATES . REGISTRATION NUMBER N ooee . AIRCRAFT SERIAL No. - F 02 09 90 20115 FOR FAA USE ONLY mikidie initial.) NORTHWEST HOLDING “CORPORATION Oo CHECK HERE iF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. ~ A false or dishonest answer in this lon be for ment by fine and / mpesonment (US. Code, Tithe 18, Beet 1001} 1001). —_ ad —_ = = “ t . ; CERTIFICATION WE CERTIFY: , (1) That the above alrcrat s owned by the undersigned applicant, who is a citizen (including corporations) of the United States. ‘For voting trust, give name of trustee: = , f CHECK ONE AS APPROPRIATE: . a) A resident alien, with ation registration (Form 1-151 or Form 1-551) No. *b. Cl Andnctizen and doing business under the tres of (state) 2, ond said srovatt is based sre preverty wand in the United States, Records cs ight Fours are avaiable Tor inspection at Pisttt ee, flee Pay. (2) That the aircraft s not registered under the laws of any foreign country; and (3) That legs! evidence of ownership bs attached or ‘with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants niust sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE. et a EACH PART OF THIS ~ APPLICATION MUST BE SIGNED IN INK. NOTE: Pending receipt of the Certificate of Ai ircraft may be operated for a period not in excess of 90 days, during which time ti application must be carried in the air- ft. . ~EFTA00278021. eopaeenge oe ? \ 1. 1, 7 t | \ \ ee 2 any SI

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FAA AIRCRAFT RE CAMERA NO. J DATE: <j - 13-9D ” ae ? VHOHWANO xX LIO YeEGuy Tyo. - NX. 06 WL |) ge map ret eters ¥,-, - Vw ats cae pe ry anal

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FAA AIRCRAFT REGISTRY % mk CAMERA NO. JV DATE: )-13>9O ie Fo ~~ a a a ‘ . : — RE =/ FORM APPROVED UNITED STATES OF AMERICA . - - OMB NO. 2120-0042 “DEPARTMENT OF TRANSPORTATION maa, Sioa] © faieh Oi 0 a} : 0 AIRCRAFT BILL OF SAL | 2 3 FOR AND IN CONSIDERATION.OF § |] to OVéHe} - F 5 | 0 7 8 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES = REGISTRATION NUMBER 505C . AIR . R Y cA Cc 7 MACHAFT SERIAL No. 20115" DOES THIS 30 : DAY OF TAA 19 90 FFR § | 43 PH 29" HEREBY SELL, GRANT, TRANSFER AND 7 wy DELIVER ALL RIGHTS, TITLE, AND INTERESTS FEDERAL AVi ATl ON IN AND TO SUCH AIRCRAFT UNTO: i AME AND ADDRESS . . 5 (ee inorvrovar(s), ore LAST NAwE, PInET NAME, AND MIDDLE InmraL.) Northwest Holding Corporation Foulkstone Plaz uite 102 -140% Foulk. Road 0. Box 7138 Wilmington, Delaware 19803 PURCHASER DEALER CERTIFICATE NUMBER ‘ ANDTO its — EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. “IN TESTIMONY WHEREOF 7” HAVE SET /7HAND AND SEAL THIS %O DAY om 3 90 NAME (S) OF SELLER SIGNATURE (S) TITLE (vr re on raintao) (ore sem) (or execuren (tvre0 on eRintaD) FOR CO-ONNEREHIP, ALL MUST - 4& ACKNOWLEDGMENT {ror REQUIFED FOR ruRroREsS Oo AA RECORDING: HOWEVER, MAY BE REGUINED BY LOCAL LAW FOR VALIDITY OF THe InstmUsanT.) Cart tops 1th b bask. ORIGINAL: TO’ FAA A EE TANNITBOIS

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-13-9D FAA AIRCRAFT RE 7 IN DATE: CAMERA NO. 4 4 i i { arated ee ak a Me EFTA00278024 j i i j |

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PAA mA HO. j RE a ee Lee A OP ee RB z - / FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0042 DEPARTMENT OF TRANSPORTATION » ana mete 9) 6 ed . =~ AIRCRAFT BILL OF SAL O'5.3°2 FOR AND IN CONSIDERATION OF, $ 1.00 THE F 5 | 0 7 7 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICJAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGIST AA~10N. NUMBER 505¢ AIRCRAFT MANUFACTURER & MODEL CONVEYANCE . Boeing 727-31 RECORSEN AHRCRAFT SERIAL No, . 20115 . Fen 9 | ing PH ZO? DOESTHIS —3© DAY OF JAN. 1990 ° -HEREBY SELL, GRANT, TRANSFER AND — FE r TVIATIO DELIVER ALL RIGHTS, TITLE, AND INTERESTS EDER AL AY ATION = ‘ IN AND TO SUCH AIRCRAFT UNTO: . ADMIN Pear a INAME AND ADDRESS - for’ eorvinvact(s), Give LAST NAME, FIRST NAME, ANO MIDOLE INITEAL.) F.B.:' Transport, Inc. c/o Wunsch and George 100 Piné Street “Twenty-First Floor San Pragetscos California 94111 PURCHASER DEALER CERTIFICATE NUMBER ANDO TO s EXECUTORS, ADMINISTRATORS, AND ASSIGNS T.0 HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAPT FOREVER, AND WARRANTS THE TITLE THEREOF, IN TESTIMONY WHEREOF-L Have SET MYHAND AND SEAL THIS "30 DaY orJANs 990 NAME (S) OF SELLER SIGNATURE (S) TITLE (TY eed on Frintac) {in ie) (ie execureo (rv rao OF eRinvaD) FOR CO-OWNER SHIF, ALL MUST sign.) Arbuthnot Finance 1.)iblcarnc Goats William C. .Boston, International _ pAderittorney i Limited SELLER ACKNOWLEDGMENT <- {nor naouimep ron PURPOSES OF FAA RECORDING: HOWEVER, MAY ec nmauinge @Y LOCAL LAW From VALIDITY OF THe InsTRUMERT,) Cnt espe cf Bator ORIGINAL: TO Fi wee AC FORR BOSO-2 (8485) (0052-00-629-0002) ~EFTA00278025

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2 ree “ rs Tbe Tees HW DATE: "FAA AIRCRAFT BEG CAMERA NO. - , Ag We Sig 84 yh tas ct . ~~ ve a EFTA00278026

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" FAA AIACRAFT RE ‘_Y a CAMERA NO. |f¥ DATE: Qj - 13-9GO F51076 - . . _ CONVEYANCE The ‘undersigned, Arbuthnot Leasing International Limited, as lessbr.‘("theé! Lessor") and F.B, Transport Inc., as lessee (the "Lessee") under that certai: -Aircraft Finance Lease and Conditional Sales Contract dated ease | 3, use PK ; "Lease") between the Lessor and: the Lessee, (which Lease was recorded by. Federal Aviation Administration [the "FAA"] on May 12, 1987 bid a@sdtonadA Conveyance No: S71223), as assigned by Letter Assignment dated OMNI LRA Tiga (the "Assignment")* from the Lessor, -as assignor, to Arbuthnot: Finance ‘.. International Limited, as assignee (the "Assignee") (which Assignment was . recorded by the FAA-on June 12, 1989 and assigned Conveyance No. J60083), hereby. terminate the Lease (save only for all agreements, indemnities, representations and warranties of the Lessee. and the remedies of the Lessor which shall survive the termination of the Lease pursuant of Clause 32 of the Lease) and the Assignment and release one (1) Boeing 727-31 aircraft bearing manufacturer's serial number 20115 and U.S, Registration(Number N505C and three (3) Pratt & Whitney JT8D-7 aircraft engines bearing manufacturer's serial numbers P654373B, P654564B and P648772B from all of the terms and conditions of the Lease and the Assignment, including without limitation any liens or remedies against said aircraft and engines that survive the termination of the Lease pursuant to: any provision thereof. . . . This FAA Lease Termination Agreement may in counterparts, each of which eS an original and wh ed and delivered shall: - constitu d the same instrument. the fiOH u Dated as of January 30 , 1990. ARBUTHNOT LEASING INTERNATIONAL LIMITED, — "SEE RECORDED © as Lessor , ‘ CONVEYANCE : NUMBER 27/223 Ficné © Rod. PAGE @ mals F.B. TRANSPORT INC. , as, Lessee ARBUTHNOT FINANCE INTERNATIONAL LIMITED, EET A02TB027

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“FAA ALRCRAFT REGI: CAMERA NO. | Dates -|3-9O | VGiANG aie OWN a yee. tear

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FAA ALRCRAFT RE CAMERA NO. IN y Ate ‘a- 13- a. . a = Sse - 2 a: eons r PAS =} . ye <i 4 5 | es . .. = ' Py ’ Sate Poa th. ste ca a - Lome - ee a goooo0ootls4?3.. o = . 7 Sas ; FAA LEASE TERMINATION AGREEMENT The e undersigned, Arbuthnot Leasing International Limited, ‘as lessor (the “Lessor") and F.B. Transport, Inc., -as lessee (the"Lessee") under that certain’ Aircraft Finance. Lease and Conditional Sales Contract dated April 3, 1987 (the "Lease") between the Lessor and the Lessee, (which Lease was recorded by the ' Federal Aviation Administration [the "FAA"] on May 12, 1987 and. i , assigned Conveyance No. 871223), as assigned by Letter ‘Assignment j - ‘dated April 11, 1989 (the "Assignment") from the Lessor, as . assignor, to Arbuthnot Finance International Limited, as--assignee foie pou. (the "Assignee"). (which Assignment was recorded by the FAA on June 3 4 nS 12, .1989 and assigned Conveyance No. 360083), hereby terminate the i Lease (save only~for all agreements, indemnities,, representations and warranties of the Lessee and the remedies of the Lessor which shall survive the termination 6f the Lease pursuant to Clause 32 of the Lease) and the Assignment and release one (1) Boeing 727-31 id .. aircraft bearing manufacturer's serial number 20115 and U.S. ETS . Registration No. N505C and three (3) Pratt & Whitney JT8D-7 . aircraft engines bearing manufacturer's serial numbers P654373B, P654564B and P648772B from all. of the terms and conditions of the’ Lease and the Assignment, including without limitation any liens or remedies against said. aircraft and engines that survive. the termination of the Lease pursuant to any provision thereof. This FAA Lease Termination Agreement may be’ executed in counterparts, each ‘of which shall be deemed an original and when executed and. delivered. shall ‘constitute one and the same instrument. Dated as of January (LY, 1990. ‘ARPUTHNOT LEASING INTERNATIONAL | LIMITED, as Lessor. By: Title: ‘“F.Bs TRANSPORT. INC. as Lessee a . ARBUTHNOT FINANCE INTERNATIONAL* Ttehee ' LIMITED, as Assignee aren “ my By: Mya ha nd aa 6 Taltles w i ot eok ~EFTA00278029

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FAA AIRCRAFT REGI VROHYTYO OB. HO 11 gE Her XV BOOS © maken é eee en Satins.

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_ FAA AIRCRAFT REGIS “ CAMERA NO. jf DATE: > ) & s a c '. . " SEM he ay SN ei ele p0000001534 POWER _ OF ATTORNEY. % BY THIS POWER OF ATTORNEY given on the twenty-fifth day of January 1990 ARBUTHNOT FINANCE INTERNATIONAL LIMITED (thé "Grantor") a company incorporated under the laws of England does hereby make constitute and appoint William C. Boston and Jack P. Gilchrist both of 1601 Northwest Express Way, Oklahoma City, Oklahoma 73118 with full power to each of them to act alone to be the Grantor's - true and lawful Attorneys in Fact in Oklahoma City, Oklahoma, U.S.A. for it and in its name, place and stead'to do all or any of the following acts, deeds, \ matters or things: - A. To sign, execute without examination or enquiry and deliver a Bill of Sale from the Grantor to F.B. Transport Inc. in the FAA Form Approved OMB No. 2120.0042 recording the sale, grant, transfer and delivery of all rights, title and interest in and to thé said Boeing 727-100 aircraft bearing manufacturer's serial number 20115 and U.S. Registration No. N505C to F.B. Transport Inc. To do all other acts and things as either of the said Attorneys shall in his discretion -deem necessary or advisable for the purpose of giving ‘effect to the transaction hereby contemplated and (withovwt prejudice to the generality of the foregoing) to make, sign, execute all such deeds, ’ instruments, agreements, notices if and when so required and any other documents whatsoever (whether of a like nature or not) which may be necessary or advisable in connection with the document hereby authorised to be executed or the terms of that document on behalf of the Grantor as either of the said Attorneys may in his distretion think fit and the execution delivery and registration by either of the said Attorneys of any of the foregoing shall be conclusive evidence of his or her authority to do so, To nominate and appoint (whether under hand or seal) one or more person or . persons as substitute,or substitutes Attorney-in-Fact under him for all of the purposes aforesaid and to revoke the appointment of the same at pleasure. The Grantor irrevocably and unconditionally undertakes to indemnify and keep indemnified each of the said Attorneys and his respective substitute or substitutes and. their respective estates against all actions, proceedings, claims, costs, exupenses and liabilities of every description including without limitation, attcrney's JJ expenses arising from the exercise or the purported exercise in goud faith of any of the Powers conferred by this Power of Attorney. . @ wt al a * “ AND the Grantor hereby ratifies and agrees to ratify all that each of the Attorneys or his or her duly appointed substitute or substitutes shall lawfully do or cause to be done by virtue hereof. ’ IN WITNESS whereof the Grantor has executed this Power of Attorney ‘under its Common Seal this twenty-fifth day of January 1990. : THE COMMON SEAL of i) ARBUTHNOT FINANCE INTERNATIONAL LIMITED) was hereunto affixed : in the présence of:- ea eo ft 94 trae Director Director _ clip oun, ratdl-ty Bester ~EFTA00278031

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FAA AIRCRAFT. RE RY ae CAMERA NO. jj\j DATE: J - 13-9O $5, E 7 I se ‘a . PAM ane es AR ees ke As eee Ci Ba eee. Nee es eae a ee > \wROHVINO ALtO FHOHYTNO OG. HO TE {1-06 MH AYLSioad LIYMOUIY Wa HUA Gad -OHYABANOO . ara an ete 5 Ae at eta ace ee ATs DE — - TF =: x s

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FAA AIRCRAFT REG CAMERA NO. | DATE! ~ [s- 1D. . er a et so —— es a - PA ann TP. ‘ARBUTHNOT FINANCE INTERNATIONAL LIMITED Sc geF Le a “MI LNUTES of a meeting of the Board of Arbuthnot Finance International Limited (the."Company") held on twenty-fifth day of January 1990 at 131, Finsbury | Pavement, Moorgate, London, EC2A 1AY, at 4. 00 =. R.J. Morbin - ‘ (Chairman) I,J. McBride — - (Director) P. Ashton : . (Director) It was noted that a quorum was present. The Chairman noted that the Company had ownership of a Boeing 727-100 Aircraft bearing manufacturer's serial number 20115 and U.S. registration number N505C (the "Aircraft") and three (3) Pratt and Whitney JT8D-7 Aircraft engines bearing manufacturer's serial number P654373B, P654564B and P648772B (the "Engines") which are the subject of a Lease under. an Aircraft Finance and Conditional Sales Contract (the -"Contract") to F.B. Transport Inc. (the “Lessee") and that the Lessee wishes to sell the Aircraft and Engines to North West Holding Corporation. The Chairman reminded the Meeting that pursuant to the said Contract the Lessee was entitled to call for the title to the Aircraft and the Engines | upon payment by it to the Company of all rent and other sums due under the Contract. and that the Company was thereafter under an obligation to execute a release, ‘a bill of sale to transfer title in the Aircraft to the Lessee for the sum of U.S. $1.00 and such other documents as the Lessee may reasonably require for filing with the Federal Aviation Administration (the "FAA") in connection with such release and transfer of the Aircraft to the Lessee. > The Chairman ‘further noted that the Lessee proposed to pay all the sums due to the Company under the said Contract and has requested the Company to execute upon such payment a bill of sale and a FAA lease termination agreement for: filing with the FAA.. The Chairman also noted that it was in the interest of the Company to execute and deliver the Bill of Sale in Oklahoma, U.S.A. and suggested that the Company grant a Power of Attorney to William C. Boston and Jack P. Gilchrist both of 1601 Northwest Express Way, Oklahoma City, Oklahoma 73118 in Oklahoma ‘to’ execute and deliver the same on 1 behalf of the Company to the. Lessee. ~EFTA00278033

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FAA AIRCRAFT RE

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FAA AIRCRAFT CAMERA NO. JV DATES 2 -13-90D \ — - ‘ MS A I I I I a AH A draft FAA. lease termination agreement (the "Termination Agreement");~a~ draft power of attorney-(the "Power of Attorney") and a bill of sale in the form of FAA form number 2120.0042 (the "Bill of Sale") were tabled. ° before the Meeting. ~ — . \ = ; After full consideration of the matter and the terms of the Termination -Agreement;: the Bill of Sale and the Power of Attorney it was unanimously . RESOLVED: - . Loan . i). that it was im the best interest of- the Company to sell the Aircraft '_\ and the Engines to the’ Lessee and to execute the Termination Agreement, the Bill of Sale and the Power of Attorney; that the Company should:and did thereby, approve the terms of the Termination Agreement on the terms and conditions contained in the draft produced to the Meeting and that Mr Paul Ashton was authorised to sign and enter into the Termination Agreement on behalf of the company; ‘ \: that the Company should and did thereby approve the Power of “Attorney on the terms and conditions contained in.the draft produced to, the Meeting and that any, two Directors were authorised to execute the’ document under the Common Seal of the Company; .'that Mr Paul Ashton be authorised on behalf of the Company to make any minor amendments and/or alterations to any of the documents produced to the Meeting should such amendments and/or alterations subsequently in his opinion prove necessary. ; There being no ‘further business the Meeting was closed. DIRECTOR ~EFTA00278 0 a | - |

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2 ¢ " pe ery ~ 13-90 IN DATE: CAMERA NO. Mar IS A iT: ta a “FAA AIRCRAFT R “ _ me ” ee , EFTAO 6 Kea) ~ IN (=)

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Me] FAA AIRCRAFT REGISTRY - ee CAMERA NO. jf DATE: a 13-90 : ae Pere Pe: . 22 Sse ee eh pare: gpo000001 537 : It is hereby certified as follows:-. ~. _ The foregoing is.a true: Copy | ‘SE the ‘Minutes of ‘the € Meeting of the Board of ' Directors of the Company . ’ : 3 ; . © A. _ The focpavivie resolutions were ‘duly passed in accordance with the Memorandum and Articles of Association'of the Company . . ey eer 3 *) . % "a | 4 se ‘| 23 EFTA00278037

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FAA AIRCRAFT REG CAMERA NOs jf DATE: - yr bd : 2 a St ae eee? ET A: . =

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FAA AIRCRAFT REGISTRY CAMERA NO. | DATE: U.S. DEPARTMENT OF TRANSPORTATION — “FEDERAL AVIATION ADMINISTRATION SEE CONVEYANCE NOW... 200) ~ CROSS-REFERENCE—RECORDATION. - : FILING DATE: noni S tenn \_| =. 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 conveyarce and a copy in each aireroft folder involved. te eps TYPE OF CONVEYANCE 5 : : “Assignment of -Lease vand csc (Doc $71223 R2 4 17-45). - 75.) FROM™, © TAY = a one ; a DOCUMENT NO. -! vf. Arbuthnot: Leasing International Limited — et PAS eee us eg ee bert: fam . | 360083 - TO OR: ASSIGNED TO... : : af “| Arbuthnot Finance’ ‘International. Limited : S.rhr SuSE *. ioe Se : 7 . Pe Te 6—12-89.--. a! ia » NBOSC! Free SAP Ee aS eR Ee: . Soe tp +4 MAKES) Pratt & Whitney JTSD-7. rae P654373B _ P648772B coche ob ey : Shi No. P654564 - PROPELLERS AP So SERIAL - NO ‘SPARE PARTS — LOCATIONS °. : . ae = -.. [| TOTAL NUMBER. INVOLVED - LOCATION ; wt oe a . SEAS Greet 7 ESP _ v7 ISLE tem RECORDED CONVEYANCE FILED IN! N5Q6C Boeing 727-31. s/n 20115". : AC FORM 8050-23 (10-78) (0052-00-582-6000) . |: bs | | .. FAA AC 74-3985 ~EFTA00278039

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FAA! AIRCRAFT REGISTRY... CAMERA NO. -} DATE; 2 >= ne tn cone menace ee Ne See —

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"This form ts to be wd i cans whens @ comgpints yevans of 'shis fom with the ‘recorded conveyance ‘and a. “TYPE OF CONVEYANCE. = F Assignment; ‘of. Lease, and ‘esc. (Be. stiz23 ‘R2. Pe 1-45) i “Boeing 727-81 s/n/20115 ~- PAA AC 74-3985 ET EI OE MOREL, , ieee EFTA00278041

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FAA AIRCR REGISTRY — CAMERA NO DATE: ¢, -/4-99 ere ee eet ~ EFTA00278042

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, ot —?) "FAA i j. CAMERA NO./DATE: 6: Dye 84 a Shogo e a SEL Ses “360083 oooco0urhot~- eae anes Fae Bog SE CONVEYANCE ‘To: _ ARBUTHNOT: PINANCE INTERNATIONAL Lona 12 -2.53 PM 289 FEDERAL AVIATION : ~ ADMINISTRATION Arbuthnot Leasing International Limited, a company incorporated in England (Registration number 238155). and having its registered office at 131 Finsbury Pavement. London EC22: 1AY ("ALIL") hereby confirms -that pursuant to an agreement for wee sale and purchase of part ‘of its business dated - {I April 1989 between ALIL (1) and Arbuthnot Finance International Limited, a company incorporated in England (Registration: ‘Number 1566963) and also having its registered office at 131 Finsbury | Pavement, London EC2A AY CAFIL®). (2), ALIL has (inter alia): (i) >. by delivery transferred +o AFIL all its right, title and interest in and to one Boeing 727-100 Aircraft having Manufacturer's Serial Number 20115, FAA Registration Number N505C together with three Pratt & Whitney JT 8D-7B engines, Serial Number P648772B, P654373B and P654564; and (ii)- assigned to AFIL all its right, title and interest in and to the-aircraft finance lease and Gonditional sales contract dated 3rd April 1987 between. ALIL (1)-and F.B. Transport, Inc., a company incorporated in the State of Nevada, recorded by the Federal Aviation Administration-on 12th May 1987 as conveyance number $71223. This document is governed by English law’ and was delivered in Fncland. ARBUTHNOT a A director of ALIL. ’ Dated this u* day c of April 1989 tea: pen te boo: 2 Rowiscos~ “ Rae aE» hot aaceaeeneeunnanen snemnaunecnman a

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A} - RY ~ — CAMERA NO. //V DATE: & -/¢-99

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A AIRCRAFT REGISTRY j CAME 1 pate: {2.30.88 fi WH 0 16'99 ; Airworthiness Directives (AD) for a particular make and model slreraft , using the permanent mailing address on file CHANGE OF ADDRESS NOTICE Signature requirements: — Individual owner must sign. — Partnership, a general partner must sign. must sign. —— Co-owner, each co-owner must sign, continuing as necessary on an attached sheet. . . FAA Aircraft Registry, AAC-250 - " aye may gn. : ike Monroney Aeronautical Center ° 0: Box 2' Oklahoma City, Okiahoma 73125-0504 Z * r CANCELLATION OF REGISTRATION RE ESTED: ADDRESS CHANGE REQUESTED (check spplicabie Hock oe on REQU NAME AND ADDRESS OF CERTIFICATE HOLDER C) }. Aircraft sold to: (Purchaser's name and address) F. B. Transport c/o Peter Hunt oe eee D 2. Aircraft destroyed/scrapped CD 3. Airere:t exported to s $e © 4. Other. Specify : | (we) request cancellation of registration for the above reason. «Pape BEER 00278045.

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FAA AIRCKAPT REGISTRY CAMERA HO. | DATE: /2.30_ 8 so shes A En Aneta Vie Mente Se a i: FTA00278046

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FAA AIRCRAFT. DATE C CAMERA NO. a DA H ph es Docuent RETURNED, 3 2-3 - i re (cate) . wists. : a ; ; Sisto "Date received: 7 PTs “EY : Pt, | ; . . (i oe Micro g 657 | \ ! —_— =—=—S== <== ; Reason retumed: yo floss - DUPLICATE CERTIFICATE ISSUED | . __ (date) REVISED CERTIFI CATE iss LED (date) ; - : . ee ‘ . Address changed to: | Street: City: ; a ; . State; \; ATRCRAPT DESCRIPTION ‘Cancer. *s : \ N-number; 9 7 | CeMC: ~ . Reason: C) N-nusber change CC FAA 8130-6 . . 2 Other; | ay | ‘ 4 j —— ~ —e — \ if * 7 8047

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Waele ed, CAMERA NO. 2 FAA AIRCRAFT REGISTRY i =z 4 pe ed 3 ye ~~ “EF TA00278048

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FAA AIRCRAFT REGISTRY CAMERA NO, X0-] B JUN 15. 987 ” T Special Registration Number, | * ASsiGnMeNT OF F SPECIAL | REGISTRATION NUMBERS . ‘ N_505C "Alreraft Make ve SSA ee oe SB ee, . . Present Registration N imber and Model = py rete Pak a “ai, 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 im the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your nearest Flight Standards field office. ty watt w onssie fe ; : a : ciel o “tem—s “or b—The fatest FAA Form 8130-6 on file is dated _- 93069 \ ; The aifworthiness classification and category st AND ARD | SIGN AND RETURN THE ORIGINAL of this form to the FAA Aircraft Registry. within 5 Gaye after placing the special registration number on the aircraft. A revised certificate will then be issued. Untess this suthority is used and this office so notified, the authority for use of the special number will expen . | « 065 1988 ! CERTIFICATION: | certify that the special registretion number was placed on the sircraft described above. of Owner: F.B. Transport, Inc. RETURN FORM TO: ! Title of Owner: by Peter Hunt, Presiden ' ms : FAA Aircrah Registry Faden ; Box 25504 | Date Placed on Aircraft April 15, 1986 Oklahoma City, Oklalioma 73125 BELOW Lid oer FOR FAA USE ONLY RRREREGE sh eb E BNOAHANANSIERHAAED ' AC Form 6050-64 (11-82)

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| {. FAA AINCRAPT REGISTRY | 4 |camera No. 2 aTE: G -/7 - 67 | § ea Crm aT poe Sait st eae ie ap tee Ay fe MS OML Holi eEA feveck i a tees es. yo SA aMUM MOITARTAIO a age 1 remy Ba. es aaa ae 3292 wi ‘ t ae pat cue : png ei i re ee pate! ere ; Sages net di ee ‘ : not inste) test oe I Lelie tol ‘ A a Thy Os 20 0837_ uf % 4 Rey a po aa ‘nod ati 52, siizine Bee | 7; fC Eee. A) cei tas co ie jet | ; OMaAgvAT? yiageres bes RoVeoicels ceisnguaia wiT | | } t ; ~ UN e'ge8 NmsiA AAG L Pugsts - gO8ag x9 0.9' j Bret emcetesO yed seed aliO iq : uy aoe de to std. qhecimne ee " so 3 ' Py ° \ . ; - . ! e - EFTA00278050

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: a | -PAA AIRCRAFT .REGISTRY mj; CAMERA NO. 2- DATE: G ——e — = A i A nn ee en ae <a espa ehh — ae ae ae z ce sae _— : rf DAUGHERTY, BRADFORD, FOWLER & Moss ATTORNEYS AT LAW e NS ; Ca 900 FIRST CITY PLACE “PETER B BRADFORD, BR . . oF counset: DANIEL J. FOWLER ; : 204 NORTH ROGINSON are PHIL E. DAUGHERTY STEVEN HAUGH. ‘ OKLAHOMA CITY, OKLAHOMA 73102 . — RAY. MOSS) . : (408) 232-0003 SOOE NT en Senor tn ary Ke se vo” TELECOPY (405) 232-0865 ; RICHARD A RESET, a2 . . od . 4 ° . . _. January 13, 1987 C4, ¢ 1 FEB 06 28? * Pederal Aviation. Administration Aircraft Registry P. O. Box 25082 ; Okiahows city, Oklahoma 73125 — ‘ Attention: Central Records: Section Libor ‘Re: N505T to be changed to N505C -_ oo ‘Gentlemen: | Our client, F. B. Transport, Inc. purchased one’ () Boeing 727-31 aircraft bearing manufacturer's serial number 20115 and U. S. Registration No. N505T (the "Aircraft") on this date from Tenneco Inc. We have been advised by Tenneco Inc. that it . has sent a telex to the’ FAA ‘assigning to our client B. Transport, Inc. ‘its reserved U. S. Registration No. on behalf of our client we hereby request that upon. registration of the Aircraft, you forward to our client at the following address: F. B. Transport, Inc. an “AC Form 8050-64 authorizing the change of U. Ss. Registration : Number to N505C. , If you have any questions with respect to this request, please contact the undersigned at (405) 232-0003. aniel J. Fowler. For the Firm DJF/dh/1NEREN4 cc: Kathyrn S. Wunsch, Esq. ’ ~EFTA002 80!

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FAA APRCRAFT REGISTRY — CAMERA NO; 2: DATE: G

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selbst PAA ALRCRAFT REGISTRY CAMERA ANS, 4 DATE: 3G 7 - 27 a een : — - ee (NITED STATES OF AMERICA DEPARTMENT OF THANSPORTATION +! FEDERAL AVIATICH ADMINISTRATION-MEXE MOMROREY AERONAUTICAL CENTER AIRCRAFT REGISTR+ "ON AEPLOATION a ae N 3056 Pendin GERT. ISSUE DATE $.051287 FOR FAA USE ONLY - F.B. TRANSPORT, INC. 415, 956-4600_ ing address for first applicant listed.) C/O PETER HUNT SAN FRANCISCO . O - CHECK HERE JF YOU RE ONLY REPORTING A CHANGE OF ADDHESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest: encwer weston In this appiation may be grounds tor punishment br | imprisonment us. Gods: Tite 18, . CERTIFICA IVE CERTIFY: (y) Pedy ae et orig wirerart ts owned by the undersigned ‘applicant, who Is a citizen (inetuding corporations) oF the United {For voting trust, otve name of trustee: __ MARVIN J.. COLANGELO ). or CHECK ONE AS APPROPRIATE: aD ‘S resident alien, with alien registration (Form 1-151 or Form 1551) No. bao A non-citizen corporation organized and doing business unde: the laws of (state) anu said aircratt.is based and primarily used in the United States. Records or flight hours sre available for inspection at ’ {2 That the aircrat fe not registered under the laws of any foreign county: and {3) That legal evidence of ownership ts attached or has been filed with tha Federa! Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE NOTE; Pending receipt of the Certificate of Aircraft Ri in excess: of 90 days. during which time the PI craft ingistration, the aircraft may be operated for a period not copy of this application must be carried in the air a ~EFTA00278053

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FAA AIRCRAFT REGISTRY ‘ ~. i if ~ “yao FAIS ywotiviNe : _* « ‘f _. AULSHISb LIVHOREY VS I RLU OB EBONVASANOD me mi ee a ee ee ~ EFTA00278054

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| PAA AIRCRAFT. REGISTRY |. CAMERA NO. SES eS Pas og Of ‘this form writ: the spouted :ofeveysnce: gd copy tn nett abroralt folder volves” MAKE(S). SPARE: PARTS — LOCATIONS RECORDED CONVEYANCE FILED IN: ~~ “AC FORM 8050-23 (10-78) (0052-00582-0000).. 0 A FAA AC 74-2985 a «= [ / EFTA00278055

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PAA AIRCRAFT REGISTRY * . - CAMERA NO. 3 DATE: G -/7 -@6 Pare ors ae a ¥ it *s . YiOITATESMs WL Fe Rvrag Irs YS i Sts PER TLSATIL LS, Yo TER OEE aeeeee | TEAST TRO nt ae ee wnew owe ie ee, ed Ses ee ete ee coe meee en

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FAA AIRCRAFT REGISTRY. DATE: a “/7 - 37 240900001 64 “AIRCRAFT FINANCE LEASE (371223 - AND CONDITIONAL SALES CONTRACT . ‘Aircraft: Pinance Lease cpruecspmeceerss Contract: ‘by: tna between _“»* ARBUTHNOT LEASING INTERNATIO LIMITED, its successors, assigns pits NCE “\ “nominees (hereanafter called the "Lessor" ). ar. the “undersigne@®® EN a _ , (hereinafter ‘called the "Lessee").0 0° gS REELED a He <9. peetrtrons’ \ TES SORTS SE OB! Ws 12 WW sal “For au purpases’ “herein, ‘and for. the’ ‘purposes of the document&E mid ritchie ue . *“executed pursuant :thereto,--the following terms shall have the AOH! _ ‘* meanings”(such definitions, to’be equally applicable to. both the singular and ies , ‘the plural forms thereof ‘or, .to any gender thereof), unless the context ~ Yer indicates otherwise: SN 4a) Aircraft ; “Aireraft" ‘shall | mean ‘that Aircraft leased to Lessee pursuant to this ; Bircraft Lease, as more fully ‘described in the Lease Schedule annexed or one “oss “""t6°be annexed hereto, ‘the airframe ‘and/or any unit, part, or ‘componsat “7s 9>" thereof, together with all aircraft engines, applisnees, instruments, accessories, and spare parts thereto and all records, logs, manuals, technical data and other thaterials relating thereto (the appliances, instruments, accessoriés and spare parts being identified in Exhibit AD j° a hereto) and rights as to warranty or indemnity from any sellers, ad Hi oo “3 /"S-.-- “suppliers, manufacturers, transporters or installers thereof, except as a “provided: under Section 11 hereinbelow, and all alterations; , modifications, additions or attachments thereto. ee er ~“ Lease Schedule ~ Par rhs as seb cteet \ on . "Lease Schedule" shall means the schedule: listing, describing, and ’ ; : pricing the Aircraft leased hereunder, signed by\the parties hereto. Lease The terms’ ‘waireraét Finance: Lease and Conditional Sales contraqky: "Aircraft Lease” and/or “Lease” and all references thereto, as d ~-throughout this instrument, the Lease Schedule, and all exhibits and “documents issued and executed pursuant hereto or thereto, ‘shall mean this instrument as originally executed or if later extended’ renewed, amended or supplemented, then as so extended, renewed, amended or supplemented. 7 (a : . \ a) ~ # Net Proceeds In any sale of ‘the Aircraft or any unit-or part thereof, "Net Proceeds" shall mean the amount received in cash upon the sale thereof, less all\. ; expenses incurred by'or for Lessor in-connection with such sale, - aes including ‘reconditioning and removal éxpenses, repair costs and commissions, reasonable attorneys' fees and'less all sums accrued and ~ unpaid to Lessor, pursuant to this Aircraft Lease, to the date of such sale. i be} cei 7 256 20¢2 y/; fs 7 Jet. ee ee Seen, EFTA00278057

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OUBAA AIRCRAFT ‘REGISTRY. ar : Ay ERG . iia! Pike Sq SEE AE j oa Nis eee CD ngaid ‘Principal “j* ee: ; 3 “Mey. ‘. » "Unpaid Principal" shall mean, at the date of determination thereof the 1...“ », amount specified in the Lease Schedule as applicable at that time plus, “i ei a£ applicable, the amount of any Unpaid Principal due to be paid on a >; Payment Date which has not been.so paid. _ «Lessor: nereby agrees to lease to Lessee and Lessee hereby agrees ‘to lease ‘\from" Lessor the Aircraft, engines and accessories .described in the Lease “. bag 2, ¢S¢hedule upon the provisions,.:terms and conditions-of this Lease and the wei »-Lease Schedule... 28 ‘ : : : The rent-for the Aircraft leased pursuant to this Aircraft Lease shall. be the ; ) rent provided for in Section mmaiagear Pronises to pay: Lessor, or order, the .y-Fental payments -in. accordancdaiam provisions of the Lease Schedule, and- jethe.- payments shall. be made to. such account: in New York City as. the Lessor ry 2; Shall from time to time notify.to_the Lessee in accordance with Section 35 : ;hereinbelow. 9... -- | i s., .-4. | RENTAL ADJUSTMENTS poo . .o,0n each Payment Date during the Term the Lessee shall pay to the Lessor rent j in an amount which is the aggregate of (a) the proportion of the Unpaid i . Principal which is due.on that.Payment Date, as specified in the Lease { Schedule and (b) an amount equal to LIBOR for the Rent Term ending on such Payment Date plus 1.25% applied’ to the amount of the Unpaid Principal “ outstanding from day to day during such Rent Term: . Said interest rate shail | be.net of any withholding. taxes. : For the purposes of this Section 4: {. "Rent Term" means each perzod of time for which a payment of rent under " sss), this Section is calculated being the period which commences on the last day..of the-immediately preceding Rent-Term (other than -in the case of 2b rs Luk ts the first Rent Term which will commence. on the date of delivery of the roi ee : Aircraft in accordance with Section 6).and- ends on the next Payment Date. _ lot :! . "Payment Date" means a date specified in the Lease Schedule. for payment of Rent by the Lessee. : "LIBOR" means in relation to a particular Rent Term the rate at which .- 2, -» » U.S, Dollar deposits for. a.period comparable to such Rent Term and in an tase! amount comparable to the Unpaid Principal at the commencement of such Rent Term are being offered to the Lessor in the London Interbank Eurocurreéncy Market two business days (in both London and New York) prior to:the first day: of such Rent.Term or, if no such deposits are being offered to the the Lesser the. rate at.which | oa is able to fund an amount comparable to such Unpaid Principal a period . me . comparable to such Rent Term, ./, tHOHY INO “UBEHY 69.) Jy aay = - AWLSIOSH LavBiety yyy pee ; HUM G37!d ZONVASANOD }. ae ATR 2 SR rene Qe HON a A) Ne Ra ~~ EFTAOO ee 278058

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"PAA AIRCRAFT REGISTRY ‘CAMERA NO. DATE: G ~ 7 arly 2-87 if a 2 000000004 65. 4. “or Lessee, by. written notice to Lessor at least thirty (30).days prior to any: - Payment Date may elect.to fix the, interest rate upon which the Rental Payments are based for all or a portion of the remainder of the Term with ~., effect from. the Payment Date specified in’such notice (the period to which j such- election applies being: the "Fixed Period"). If Lessee so elects, the > rent due on the Payment Dates during the Fixed Period shall be calculated by. substituting for LIBOR in the calculation of such rent: the rate quoted by the ‘~ Lessor to the Lessee on the first day of such Fixed Period as its cost of . »i funding the Unpaid Erincipal auring. the. Fined ‘Period. f 25.) TERM yo. ss . The-term:'.f this Aircraft Lease shall commence on and as of the date of -s, acceptance of the Aircraft by Lessee hereunder. and shall be as indicated-on . +, the Lease Schedule, together. with any. renewals or extensions thereof. This . vo +s, Lease may'.. be earlier terminated pursuant. to the provisions of Section 8, 20 jc »a;08_26 heieinbelow. . "Term" shall mean the period during which the Lessee is entitled ‘to possession of the Aircraft (other than as a result of the passing of: title to the Asroratt to the Lessee) .- be DELIVERY OF AIRCRAFT ‘CONDITIONS PRECEDENT Sip Fegierss (a): ‘subject to the provisions of sub-paragraph (b) below; delivery of ns ee, ‘ j»; the Aircraft by the Lessor-to the Lessee shall be effected when the Aircraft ye -s. .48 transferred by the Lessee.to the Lessor in accordance with the Bill of a ~ Sale. referred -to_in paragraph 6(b) (3(i) below (the “Bild of.Sale''). »(b). the following shall be conditions precedent to the acceptance by “los +p). the Lessor of the Aircraft from the Seller under the Bill of Sale and to i oe gn delivery and the Lessee. agrees that all such conditions shall be fulfilled ; "al. .s, prier..to Delivery: ‘ ne reer reer event of | default shail have‘ occurred or other event which with wy ne +. the giving of notice and/or. lapse of time might constitute an event of . default; iM : : me 2. Lessor shall have received. in-form-and substance satisfactory to it. each of ithe. following: : | ay certificates addressed to Lessor by insurance advisors or brokers acceptable to the Lessor confirming that the insurance { . . ‘Sc. cent, |’! required: to be maintained in respect of the Aircraft pursuant DT thadgegee “hap sj. to Section 9 hereof will be in full. force and effect on | . : : Delivery; .(ii)a Bill of Sale ‘transfesring title in the Aircraft to Lessor : substantially in the form set forth in Exhibit B hereto . together with a receipt in respect of the total purchase price for the Aircraft substantially in the form set forth in . Exhibit Cc hereto; . (iii) a legal opinion from Hunt na Hunt, counsel to the Lessee, in. . form jand substance. satisfactory to the Lessor; al cart “EFTA00278059

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—— AA AIRCRAFT REGISTRY | fal the guarantee: of Piccadilly House; Liniited in form and ; ; “7, Substance: satisfactory to: ‘Lessor; ne roe, . ‘an irrevocable standby “Jetter of credit in the amount of : ; “ AS 29° $7 000,600.00 in favour of Lessor issued by The Rural and 3) 3) ERR Pre ee ae Me, 3 ~ Industries Bank : of! ‘Western australia; \e ee Sues ad egoghy OP igs > fee at MESS. Sos = (vi) certified’ copies éé the current FAA Certificate of Sst ee! a: Registration and Airworthiness relating to the Aircraft; and e gk rie RL eS (vii) confirmation- that the log books pertaining to the Aircraft feet og ae : have been left with the Aircraft. Beene ee (ey ‘The ‘Lessee ackniowledges that the condition: of the Aircraft on ane ‘de1ivery shall’ be the sole responsibility of :the Lessee and the Lessee shall - ‘not be entitled ‘for any réason whatsoever to refuse =o accept the delivery cf “the Aircraft’ hereunder once ‘the same has been transferred by the Lessee* to ‘the Lessor pursuant to the Bill of Sale. Lessee shali insure that the Aircraft, its engines and accessories are properly invoiced to and/or sold to Lessor prior to acceptance thereof. LESSOR, SHALL NOT BE RESPONSIBLE FOR, NOR . SHALL THE VALIDITY OF THIS AIRCRAFT LEASE OR THE LEASE SCHEDULE BE AFFECTED ’. BY, ANY DELAY IN OR FAILURE OF DELIVERY OF SAID AIRCRAFT, ITS ENGINES AND * ACCESSORIES. Upon delivery of the Aircraft; its engines and accessories, ; ; ‘Lessee. shall promptly inspect said Aircraft, engines and accessories to <es! ed determine ‘any defects ‘therein and if acceptable to Lessee, accept the same on behalf ‘of Lessor. ‘Lessee:shal.l accept the Aircraft, its engines and accessories as delivered and ‘provide evidence thereof to Lessor on a Certificate of Aceeptance. Lessor.shall insert the serial number, ’. ‘descriptive material, ‘details of Unpaid Principal and other relevant matters a "2° on the Lease Schedule. Lessor shall have no duty to inspect the Aircraft, its es . engines or accessories. If the Aircraft, its engines or accessories do not } vee operate as represented or warranted, or if its engines or accessories are not vs ; “~~ “properly installed by any supplier, or the Aircraft is unsatisfactory for any reason, Lessée shall make any claim on account thereof solely against said ; supplier. . . - ‘° 2, MAINTENANCE; REPLACEMENT AND POOLING OF PARTS; ALTERATIONS, — MODIFICATIONS AND ADDITIONS 7.1 Maintenance : (a) Lessee shall maintain, service, repair, overhaul, alter and modify the Aircraft, or cause it to be-maintained, serviced, repaired, overhauled, ‘altered and modified, in accordance with a- maintenance program for the Aircraft approved by the FAA (the "Maintenance Program"), so as to keep’ the Aircraft in good operating condition, ardinary wear and tear-#xcepted, and in such condition as required to enable the Standard Certificate of ‘ Airworthiness for the Aircraft to be maintained in good standing at all times under the Act, except when the Aircraft is being stored, maintained, serviced, repaired, wverhauled, tested or modified as permitted-or required by this Lease or when’ the Aircraft has been ‘grounded (other than grounding for an act or cmission which would constitute a.bredch of this Lease) by the - FAA or other applicable governmental authority prior-to the expiration or’ termination of this Lease, Notwithstanding the foregoing, if at any time-.the Aircraft and/or Engines fe not | feelers Lessee may store, or may ~ _— ~ EFTA00278060

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PAA AIRCRAFT REGISTRY cause ta be stored, “the Aircraft ‘and/or Engines at a suitahle storage facility selected by Lessee: In any such case, Lessee will stors, service, preserve, reactivate and prepare the Aircraft and/or Engines for return to service or cause: the Aircraft and/or Engines. to be stored,’ serviced, preserved, reactivated and prepared for return to service, in-accordance with the: current procedures-of the Manufacturer’ or= such storage’ facility, as the -“’¢ase may be, applicable to aircraft ‘and engines of the same type as the “"Aireraft and Engines. The Aircraft ‘may be stored in. the open, except that “the aircraft documentation and ‘any ‘yninstalled Engines, or Parts ‘Shall be protected and stored under cover. {b) Lessee shall comply with’or cause ‘to be complied with all service, inspection, maintenance, repair and overhaul regulations, directives and =“ instructions: which-.are “made ‘mandatory ‘by*the-FAA or other governmental ' authority: upon ‘United States ‘operators ‘of ‘Boeing Model 727-100 aircraft and ‘Pratt & Whitney JT8D-7B engines and which require compliance during the term * Sef this Lease. The Aircraft will'not be maintained, used or operated in “Smaterial violation of any law: or ‘any ‘rule, -regulation or order of any “\- government ‘or- governmental authority having jurisdiction (domestic or “:*foreign) or in violation of any airworthiness certificate, license or “.“ registration relating to the Aircraft, Airframe or any Engine installed on > ‘the Aircraft issued by’any such authority. In the event that any law, rule, regulation or order requires that any alteration of the Aircraft, Airframe or any Engine: be made during the period, Lessee shall conform thereto or obtain conformance therewith at no expense to Lessor, and maintain or cause to be ““maintained the Aircraft in proper operating condition under such laws, rules, : regulations and orders. . on 7.2 Replacement'-of Parts -“Lessee will promptly replace or cause to be promptly replaced all:parts which may’ from time to..time’ be incorporated in the Aircraft, Airframe or any Engine and 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, except.as otherwise provided in Sections 7.4 ‘and 7.5. Any parts, whether or-not worn out, lost, stolen, destroyed, ' seized, confiscated, damaged beyond repair or permanently rendered unfit for use, may be removed in the ordinary course of maintenance, service, repair, overhaul or testing, so long as, except as provided in Sections 7.4-and 7.5, such parts-are replaced as promptly as possible: All replacement parts Shall except as provided in Sections 7.4 and 7.5 be free and clear of all Liens and shall be in as good operating condition as, and shall have performance and durability characteristics and a value and utility at least equal to, the parts replac- i ass° ling such replaced parts were in the condition and repair required t™ be maintained by the terms hereof. All parts at any time removed from.the Aivcraft, Airframe or:any Engine shall remain subject to this Lease, “no matter where located, until such time as such parts shall be replaced by parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet. the’ requirements for replacement parts specified above. Immediately upon. any replacement part becoming incorfo:ated in the Aircraft, Airframe or such Engine as above provided, without further act, such replacement part shall except-as provided in.Sections 7.4-and 7.5 bécome subject to this Lease and be deemed part of the‘Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated’in such Aircraft; Airframe or Engine. . EFTA00278061

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tt” EAA AIRCRAFT REGISTRY ~ CAMERA NO, Fit FREON os ges ke yor ‘ = ~. oe ins “Pooling of Parts. . 8 - Any. part removed from any.Aircraft, Airframe or Engine as provided in so:Section 7.2 may-be.subjected-to.a normal pooling arranjement customary in the ‘Airline. industry entered -into.in the ordinary course of business of Lessee « ;-With United States.certificated air carriers, so long as the part replacing oy such removed part ‘shall be incorporated in the Aircraft, Airframe or such ».¢ Engine .in accordance with ‘Section .7.2,as promptly as possible after the removal of such removed part.’ - 57.4 Alterations ,..Modifications and Additions - "Lessee shali make or cause to be -made «such alterations and modifications in : ‘and additions ‘to the Aircraft-as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction , Over the Aircraft and to maintain the Standard Certificate of Airworthiness for the Aircraft. In addition, Lessee may make or permit to be made such alterations and modifications in and additions to the Aircraft, Airframe or any Engine as may be-deemed desirable in the proper conduct of the business '. of Lessee, including without limitation the removal of*parts obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; but no such alteration, modification or addition shall (i) diminish the value, performance, durability or utility of the Aircraft, Airframe or such Engine, or impair the condition or airworthiness thereof, below the value,:, performance, durability, utility, condition and airworthiness thereof immediately prior to such alteration, modification or addition assuming the Aircraft, Airframe or such Engine was then of the value or utility and in the condition and airworthiness required to be maintained by the terms of this © Lease, (ii) adversely affect the capability of the Aircraft, Airframe or such Engine to be used: in commercial service, (iii) materially adversely affect’ the cost of performing Airframe or Engine maintenance, (iv) adversely affect the service life of the Aircraft, Airframe or such Engine, the ae interchangeability of. spare parts and ground support equipment for the Aircraft or the commonality of support equipment for the Aircraft or the commonality of (A) the Aircraft with other Boeing aircraft or (B) such Engine with other engines, type, (v) adversely affect aerodynamic characteristics, performance, weight or grounc or flight operation characteristics of che Aircraft or (vi) change the basic configuration thereof. Except as provided in Section 7.5 all parts incorporated in the Aircraft, Airframe or such Engine as the result of such alteration, modification or addition shall -become part of this Lease.. . 2 7.5 Substitute Parts Notwithstanding the Provisions of Sections 7.2 and 7.4, Lessor and Lessee agree that Lessee may, consistent with the maintenance standards of the Airframe manufacturer and the Engine manufacturer, replace component parts of the Aircraft with ‘temporary substitute equipment, including substitute engines, during such time as the original -component shall be removed for service, checking vr overhaul. Such substitute equipment shall be the subject of prompt notice given by Léssee to Lessor giving full definiiion of. the purpose of-and the duration of the substitution. Substitute equipment employed by Lessee Under the. terms of this.Section 7.5 shall be heid by Lessee, at Lessee's sole cost and expense, as a bailee for hire and title to such substitute equipment shall pass neither to Lessee nor to Lessor. e 1 a ~ EFTA00278062.

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i | FAA AIRCRAFT ‘REGISTRY {CAMERA NO. 2 DATE: G 00000000167 >, LOSS, DESTRUCTION, REQUISITION, ETC. . ink “Event of Loss" means, with respect to the Aircraft, Airframe or any “4yEngine, any of the following events with respect. to such Property: (i) *,loss.-of such property.or-the use thereof due to theft or disappearance ‘for a period of 30, days..or..more;,. (ii) destruction, damage beyond repair :or_ rendition of such property.so as to. be permanently unfit for -normal— (use. for.any reason -whatsoever;.: (iii)-any damage to Such property which results in an insurance settlement with respect to such property on the basis of a total loss;~ (iv) the condemnation or (except as igh ees in i Section 8.5 below) requisition of-title to, or the confiscat , seizure or requisition of use of such property for a period of thirt ; consecutive: days;..(v) as a result. of any rule, regulation, order or . other action by the FAA or other governmental body having jurisdiction, sy which relates. to all similar Aircraft and/or Engines, the use of such -property in the normal course-of Lessee's ,business shall have been »- prohibited for. a period of more. than. six €onsecutive months unless :. Lessee, pripr to the expiration of such six-month period, shall have : undertaken 6g caused to be undertaken and shall be diligetitly carrying forward all steps which are necessary or desirable to permit the normal use of such property by Lessee or, in any evént, if such use shall have been prohibited for a period of nine consecutive months; (vi) the ‘operation or location of such property, whilé under requisition for.use by” the Government, in any area excluded from coverage by any insurance policy in effect with respect thereto required by the terms of this Lease; or (vii) any divestiture of Lessee's title. 8.2 ‘Event of Loss. with Respect to Airframe’ Upon the occurrence of an Event of Loss with respect to.the Airframe, Lessee «Shall forthwith (and in any event within 30 days after it shall become aware of such occurrence) give or cause to be given to Lessor written notice of such Event of Loss: and shall comply with the provisions of this Section 8.2. On or before-the Business Day next preceding, 30 days following the date of ‘the occurrence of, such Event of Loss, Lessee shall pay to Lessor the Unpaid Principal then outstanding plus interest thereon to the date of. such payment. _ Upon receipt of such payment, all past due Rentale and any other sums due ‘hereunder, this Lease shall terminate with respect to the Aircraft and the .Lessor. shall execute a Bill of Sale to transfer title in the Aircraft to the Lessee for the. sum of U.S.S1.00 and a release on FAA Form ACB050-44 (or such other form or document as may ‘from time to time be current for effecting the release intended thereby) and such other dccuments as the Lessee may reasonably require for filing with the FAA in connection with such release and the transfer of.the Aircraft to the-Lessee. 8.3 Event of Loss with Respect to Engine Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in.which there has. not occurred an Event of Loss with respect to the Airframe, Lessee shall give or cause to be given to Lessor prompt written notice of such Event of Loss and shall, as premptly as possible in afy event within 30;.days after it shall become aware of the occurrence of ™. = ~EFTA00278063.

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“such Evenc of Loss, cause such Enginé to be replaced with a replacement {engine free and clear ofall liens’ and having performance and durability ‘characteristics and.a value and utility at least equai to, and being in as good operating condition as, the Engine with respect to which such Event of '- Loss: 6ccurred, assuming such Engine was-of the value. and utility and in the <condition and repair required by the ‘terms - hereof immediately. prior te thé occurrence of such Event: of Legs and such replacement Engine shall be deemed * an Engine for all purposes her#@of.:- Lessee shall co-operate with Lessor in the completion and. execution of any and:al?l decuments and/or filiugs necessary’ to grant= and pérctect'! hessor's ‘interests in. such replacement.) Engine as an Bhgine hereunder. ; . ve B 8: 4 >: Application of Payments. Lt asl gs Pe >Nany ‘payments (other than insurance proceeds the application of which is ‘-: provided ‘for in-Section 9:4) received at any time by Lessor or Lessee from > any governmental authority or other person with respect to any Event of Loss ‘-will*be applied as: follows: (a) if such-payments are received with respect .to _. the Engine being-replaced or caused to-Bef replaced pursuant to Section 8.3, Such payments shall be paid over to or retained by Lessee, (b) all other such payments shall be applied in reduction of amounts. owing to. the Lessor “pursuant to Section 8.2-if not already paid by Lessee or, if already paid by Lessee, shall be applied to reimburse Lessee for its payment of such amounts rand any balance remnanang thereafter shall be paid to or for the account’ of - , Lessee... 8.5 Requisition Xa) If the Aircraft is requisitioned for hire by any governmental or - other competent authority during the Term, then, unless and until the . Aircraft becomes a total loss following such requisition and the Lessee shali © have made payment of all sums due upon such loss, this Lease shall continue in full force and effect for the remainder of the Term (subject always to the provisions for earlier termination), and the Lessee shall.remain fully responsible for the ate compliance with all its obligations under this Lease othe: than. such. obligations which the Lessee is unable to’comply with solely by virtue of such requisition, : . ) tf the Lessee shall Waly comply with all its cblications under this Lease; except as mentioned in Section 8.5(a)}, the Lessee shall, during the Term, be entitled to all requisition hire paid to the Lessor or to the Lessee by such governmental or other competen? authority of by any person acting by - the authority of the same on account of. such requisition. (c). The Lessee shall, as soon as practitable after the end of any requisition for hire, and whether that requisition shall end during or after the expiry or termination of the lease period, cause the Aircraft to be put into the condition required by this Lease. .(d) Should the Aircraft be under requisition for hire at the end of the Term, the Lease of the Aircraft- shall (unless otherwise agreéd between the parties hereto)-nevertheless be terminated at such end but without prejudice to the accrued: rights of the parties. ~EFTA00278064

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Neate FAA AIRCRAFT REGISTRY CAMERA NO.. 7s, Z DATE: 6 - CO0O0000 I-68 | oe 8.6 -Event of Default ete ly hedte mgt nero aia ; Any amount referred to in ‘this. Section 8 which is payable or creditable to or -retainable by Lessee shall not be paid or credited to or retained by Lessee if, at che tine of such payment, credit or retention, an Event of Default shall have: occurred and be continuing, but shall be paid to and held by. Lessor as security for the obligations of Lessee under this Lease. 9. | INSURANCE 9.1 Liability Insurance 0? Lessee shall at.ail. times:maintain or cause to be maintained public liability (including without limitation contractual liability, passenger legal ~ liability and property damage) insurance (but so long as the Aircraft is placed in storage, only "on ground" liability. insurance need be maintsined) with such responsible companies as shall be satisfactory to Lessor (a) of not less than US$70,000,000 combined single limit (aggregate products and | personal injury) per occurrence, (b) which shall include, but not be limited to, ._pubiic liability insurance, contractual liability insurance, passenger liability insurance and property damage liability insurance (including cargo gra baggage liability insurance) and shall cover war and aliied risks except qr coverage in respect of any hostile detention of any weapon of wai- epploying atomic or nuclear fission and/or fusion or other like ceaction or radioactive force,or matter and (c) which shall name Lessor, and any other party requested by Lessor, as additional insured. Provided; however, so long ; as the Aircraft is configured for and operated exclusively in cargo —— operation, Lessee shall not be required to maintain passenger liability insurance. t 9.2 Property Insurance Lessee shall at all times maintain or cause to be maintained insurance against loss of or damage to the Aircraft in an amouni not less than the Unpaid Principal from time to time, with such responsible companies as shall be satisfactory to [essor.as follows: (a) “all-risk" insurance on the ' Avrcraft and "ali-risk" ceverage on each Engine and Part rsmoved from the Aircraft, (but so lone as the Aircraft is placed in storage. only "all-risk" hull and aviation liability insurance applicable to aircraft on the ground need be maintaitied); (b) maximum deductible of 1% and a $100,000 deductible per engine (for foreign object damage only), no deductible for total loss, and no coverage fur depreciation; (c) if at any time the Aircraft; Airframe or any Engine shall bé operated or is Proposed to be operated on routes where the.custam in the industry is to carry war-risk insurance or where,-in the’ opinion of Lessee there are actual or threatened hostilities! war-risk insurance covering confiscation, seizure, hijacking'and similar. forms of retention against wili, be they by or under the order of any government «civil, military or defacto) or person. The insurance.policies required by this Section 9.2 shall (i) name Lessor as additional insured, (ii) provide that Lessor shall be loss payee to the extent of its interests in the case. of e | total or constructive total loss of the Aircraft, (iii).provide for payment of losses in United States Dollars, and (iv) provide that the insurers shall waive any rights of subrogation against Lessor. In the case of a contract with the United States Federal -sovernment ("Government") in respect of the use of the Aircraft, a valid and enforceable agreement (which status shall be TT ee nee ares SNe ee a ee ep pp

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FAA AIRCRAFT REGISTRY CAMERA NO. DATE: G -/7 - 6718 ‘determined by counsel for Léssor) by. the Government to indemnify against the same risks which are required under Sections 9.1 and 9.2 to be insuree ‘“@gainst in an amount at least equal to-the amounts required hereunder from ~ time to time shall: bé-considered adequate insurance with respect to such “risks as‘are subject ‘to such contract: ~ cos . 9.3 General Policy Provisions " Each insurance policy required by Section 9.1 or 9.2 shall (a) be primary. and without right of contribution from other insurance which may provide coverage to Lessor-with respect to its interest in the Aircraft, Airframe or any Engine or its liabilities with respect to or arising out of this transacvion, ‘(b) provide that‘all ‘the provisions’ thereof, except the agreed values and the . limits of liability of the insurer under: such policy, shall operate in the ‘samé manner as if there were a separate policy covering each insured, (c) -. “provide that, in’ respect of Lessor’ such’ insurance shall not be invalidated by ‘vany action or inaction’ by Lessee, and shall insure the interest of Lessor / regardless of aviy breach or violation by Lessee of any representation, * warranty, declaration or condition contained in such policy (d) provide for ~ hot jess than thirty (30) days' prior written notice to Lessor before any materially adverse alteration or termination or cancellation. of the insurance evidenced thereby shallh\be effective as to Lessor except that war-risk and allied perils policies may provide for not less than seven (7) days! prior written notice or such Jesser notice as shall be customarily in effect with respect to major Urited \states commercial air carriers generally from time to time, (e) provide that LSsegee shall be liable for any insurance premium, and (£) -shall be with insurance companies, underwriters or funds ("insurers") reasonably satisfactory to Lessor; “ 9.4 Application of Insurance Proceeds As between Lessee and Lessor, all insurance proceeds received under policies . required pursuant to:Section 9.2 as a result of the occurrence of an: Event of _ Loss with respect*to*the Aircraft, Airframe or any Engine will be applied in “ accordance with this Section 9.4. All insurance proceeds in respect, of -any property damage loss not constituting an Event of Loss with respect to the Airframe or an Engine wili be applied’in payment (or to reimburse Lessee) for repairs or replacement of property in’ accordance with the terms of Sections 7.1and 7.2, if not theretofore paid for, and any balance remaining shall be paid to or. at the direction of Lessee: The provisions of Section 8.6 shall apply to:amounts referred to in this Section 9.‘ ~ 9:5 Certificates” ‘. (a) The Lessee’ before delivery, shall cause Lessor to be furnished with “telegraphic or other written evidence from an insurance broker active in the United States, West Germany, United Kingdom or Australia aviation insurdnce “industry confirming that all insurance required by the Lease has been placed ‘ and issued by a responsible insurer or instrers and, thereafter. within fifteer (15) days, Lessee furnish Lessor with an appropriate certificate and/or policies from or on behalf of such insurer or insurers certifying and confirming existence-of such insurance coverage. (b) Annually within thirty’ (30) days after the earlier of the énniversary of the initial down payment or the anniversary of the policies of 10 St een pete a tpn sad t a ~ EFTA00278066

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TH FANS AEE LENSES are Ni Na BS a EO oan wee | Spgetth Goon te Pe “\ .dmsurance.in effect, Lessee: shall furnish or cause to be furmished to Lessor “ @: report: signed by a-.firm of independent aircraft insurance brokers stating - the opinion of such; firm that the insurance then carried and maintained on the Aircraft complies with the terms hereof. ¢ 9.6 Notices Regarding Insurance Lessee :will.cause such firm to advise Lessor in writing (a) promptly of any default;in the payment of any premium or. any other act or omission on the “part, of Lessee of, which they have knowledge and: which might invalidate or -. render: unenforceable,.in whole.or. in.part,.the insurance on the Aircraft and (b} as soon as such firm.has knowledge. that any insurance carried and ma‘.ntained on the Aircraft pursuant. to this Section 9 will not be renewed by the applicable underwriters. _-10.. CLAIMS AGAINST SUPPLIERS Lessor authorises: and appoints Lessee to enforce, in its own name, any claim, _Warranty, agreement or representation which may be made against any supplier of said Aircraft, engines and/or accessories, BUT LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE EXTENT OF OR ENFORCEABILITY OF ANY SUCH CLAIM, WARRANTY, AGREEMENT OR REPRESENTATION, NO DEFECT OR UNFITNESS OF THE AIRCRAFT SHALL -,; RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR OF ANY OTHER OBLIGATION UNDER THIS AIRCRAFT LEASE. : . ll. DISCLAIMER OF. WARRANTY LESSOR, NOT. BEING. THE MANUFACTURER OR ‘SUPPLIER OF THE AIRCRAFT, ITs ENGINES OR ACCESSORIES, NOR A DEALER IN SIMILAR AIRCRAFT, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, ‘WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRWORTHINESS, DESIGN, CONSTRUCTION, INSTALLATION OF ENGINES AND/OR- ACCESSORIES, CONDITION, DURABILITY, SUITABILITY, FITNESS FOR USE, OR MERCHANTABILITY OF THE AIRCRAFT IN ANY RESPECT, AND AS BETWEEN LESSOR AND ‘LESSEE, THE AIRCRAFT SHALL BE ACCEPTED AND LEASED BY LESSEE “WHERE IS", "AS Is", AND "WITH ALL FAULTS", AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN OR ANY DAMAGES RESULTING THEREFROM. LESSEE AGREES TO SETTLE ALL SUCH CLAIMS DIRECTLY WITH THE SUPPLIERS AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST LESSOR. 12. TITLE Title in or to said Aircraft shall not-pass to Lessee, except in accordance with the terms, conditions and provisions of this Lease, and pursuant to the rights herein expressly granted to Lessee. Upon payment by Lessee to Lessor of all Rent and other sums due hereunder, the Lessor shall execute a Bill of Sale to transfer title in the Aircraft to the Lessee for the sum of U.S.$1.00 and a release on FAA:Form AC8050-41 (or such other form or document as may from time to time be current for effecting the release intended thereby) and such other documents as the Lessee may reasonably require for filing with the FAA in connection'with such release and the transfer of the Aircraft to the Lessee. Lessee hereby (if requested by the Lessor) agrees to sign and deliver to the Lessor a Chattel Mortgage in the form attached as Exhibit D hereto. At the expense of Lessee, Lessee agrees to co-operate with Lessor in executing such financing statements or other documencation required by law, > ‘ll )7-33 EFTA00278067

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“at a oOo Code or otherwise’ to investigate. and protect the title : 6 of Lessor hereunder. and Lessee irrevocably authorises: Lessor to ““file financing statements signed only by. Lessor in all jurisdictions where permitted by law. esa eh ceD 7 fos ; : ’ . 13. LABELS 2 we me SSR, TA LER LES he “SIf-Lessor ‘supplies Lessee with labels, plates or other markings showing “Lessors!- interest in the Aircraft, Lessee-shall affix and keep the same “affixed -to-a prominent ‘place in the: cockpit of the:Aircraft. Lessee shall also’ prominently. affix and keep: affixed said labels,-plates or other markings . on each engine on ‘Separately placed ‘or’ housed accessory. ae “-14.. TAXES Lesseé shall be responsible for the timely payment. and discharge of all license or registration fees, assessments, sales and use taxes, stamp taxes, 2 rental taxes, ‘gross receipts. taxes, personal property taxes landing and airport: fees and other taxes now or hereafter imposed by any state, federal ’ Ser local: government upon the Aircraft or upon the ownership, leasing, renting, purchase, possession, operation or use thereof (whether the same be assessed to’Lessor or Lessee).- Except as otherwise provided by law or except as otherwise directed from time:to time by Lessor, Lessee shall pay and ~-discharge at least ten (10) days before delinquency and all such taxes, fees and assessments directly to the proper levying authority. Nothing herein shall be deemed to prevent Lessor from itself paying and discharging any such taxes, fees or assessments and Lessee shall pay to Lessor the amount of any taxes, fees or assessments remitted. by Lessor within ten (10) days of notice thereof. Lessee, upon notice to Lessor, may, in Lessee's own name contest or protest any such taxes, and Lessor shall honour any such notice except when in Lessor's sole opinion such contest is futile or will cause a levy or lien to arise on the Aircraft or cloud Lessor's title thereto. Lessee shall, in addition, be responsible to Lessor for the payment and discharge of any penalties or interest. Nothing herein shall be construed to require Lessee ‘ to be so responsible for any federal or state taxes, or payments in lieu thereof; imposed upon or measured by the net income of Lessor, or state : franchise taxes of Lessor, or except as provided hereinabove, any penalties or interest resulting from Lessor's failure-to timely remit such tax payments. . ; 15. LIENS AND ENCUMBRANCES Lessee will at all times protect and defend, at its own cost and expense, the Lessor's interest in the Aircraft and keep the Aircraft, its engines and accessories and additions or attachments thereto, if any, free and clear from all claims, liens and processes, liens for forced landings, and other encumbrances: except (i) the rights of Lessee hereunder, (ii) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings, so long as such proceedings do not involve any. danger of ‘the sale, forfeiture or loss of the Aircraft, (iii) inchoate materialmen's, mechanic's, workmen's, repairmen's, employee's or other like liens arising in the ordinary course of business and not delinquent, and (iv) liens and encumbrances arising from the' acts or. omissions of Lessor which are not otherwise the responsibility of Lessee hereunder. ee 12 eee ene! ee «ies pe ’ “ 5 ~ EFTA00278068°

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FAA AIRCRAFT REGISTRY ata eee i 28) 16. INDEMNITY <5 2. oop. <¢ Lessee assumes liability for and hereby agrees (whether or not Lessor is K yess ~,f otherwise insu:ed therefor) to defend, indemnify, protect, save, and keep PEST co "4. harmless Lessor arid its agents and. employees. from and against any and ail “". y2! ;ldabilities; obligations, losses, damages, penalties, claims, tax claims "other than those relating to the net .income of the Lessor), actions suits Seihee “.2,; and proceedings (in¢luding ‘legal expenses and reasonable attorneys' fees), of : Stes _ ¢)Whatsoever kind and nature, imposed.on, incurred by or asserted against : , ' Lessor, because of the manufacture,. installation, purchase, transportation, acceptance or-rejection of ‘the Aircraft, engines or accessories, and delivery, ownership (including warranty, product liability and strict : .,-ddability in, tort by..virtue.of ownership), lease, possession, use, operation, NE 2... flight, forced landing, condition or return of the Aircraft, engines or VT EU “-.) “accessories (including, without limitation, latent and other defects, whether or not discoverable by Lessor or Lessee), and any claim for patent, trademark pH lend ¢ -..:}0F copyright infringement, and whether or. not Lessor is otherwise insured ytherefor. 17, LESSOR'S PERFORMANCE OPTION Should Lessee fail to make any payment or to do any act as provided by this Aircraft Lease, then Lessor shall have the right (but not the obligation), without notice to Lessee of its intention to do so and without releasing , Lessee from any obligation hereunder, to make or to do the same, to make _advances to preserve the Aircraft, its engines or accessories or Lessor‘s “title thereto, and to Pay, purchase, contest or compromise any insurarce "Premium, encumbrance, charge, tax, lien or other sum which in the judgment of Lessor appears to affect the Aircraft, its engines or accessories, and in exercising any such rights, Lessor may incur any liability and expend .. whatever amounts..in its absolute discretion it may deem necessary therefor. “(All sums so incurred or expended,by Lessor shall be due and payable by Lessee with ten (10) days of notice thereof. 18. FINANCIAL STATEMENTS” : ~ Lessee shall provide to Lessor annual audited financial statements in respect ‘3 of itself and Piccadilly House Limited within one hundred and twenty (120) ” days following the end of their respective fiscal years. In addition, Lessee will promptly provide such financial information and other information on Lessee and Piccadilly House Limited and/or relating to the Aircraft and this .. transaction-as Lessor may from time to time reasonably request, and Lessor “-«(and its affiliates and their respective agents, employees, officers and directors) are hereby irrevocably authorised to intérchange and utilise all credit information files and facilities in possession of Lessor and its _ respective subsidiaries and affiliates and others as may .be necessary or, . Gesirable fur the analysis, processing, review and collection of any “transactions with Lessee. ; se : 19." ASSIGNMENT AND QUIET ENJOYMENT : (a) Any transfer, assignment, lease, conveyance or pledge of Lessee's interest in and to this Lease or the Aircraft, its engines and accessories. ' whether by operation of law or otherwise, without the prior written consent _ ti re ee pRB

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FAA AIRCRAFT REGISTRY CAMERA NO, /J-30 ‘of Lessor shall bé void and constitute an Event of Default by Lessee of its obligations under this Lease. 2” < Notwithstanding the foregoing; Lessor hereby consents to Lessee subleasing yi yocuc (the Aircraft to W. R. CARPENTER NORTH AMERICA, INC., located at c/o Hunt and “>.” " Hunt, 115 Sdnsome Street, San Francisce, California 94104, as long as the sao" terms of said sub-lease’'‘are made expressly subordinate to the terms of this *~ Lease; the term of the sub-lease’ does not extend beyond the term of this ‘Lease and ‘the Lease Schedule attached hereto. Lessor may require said ““~ “Sub-lessee to execute ‘such security instruments as may be required or - hecesSary to protect the title of Lessor to the Aircraft. “ ."*(b) “Lessor, its*successors and’ assigns, may assign this Lease and/or s. Grant’ security interests therein, in whole or in part, without notice to 2, WOSSOSS ON PS Re Sap EEN “(ce)” So long as no Event of ‘Default has occurred and is continuing hereunder by Lessee, Lessor agrees that it will not interfere with the quiet enjoyment of the Aircraft by Lessee or each and any permitted lessee ga Fe eS hereunder from Lessor's successors, assigns, secured parties or any one else ns claiming the rights of Lessor hereunder. ‘20. EARLY TERMINATION. ‘. "Provided that no Event of Default shall have occurred and is continuing, “Lessee shall have the right; “‘pon sixty (60) days' prior written notice to “Lessor, to terminate the Lease prior to the end of the Term. All payments - “and other obligations of Lessee under the Lease shall continue, and on the ~ *:Payment Date next succeeding said Sixty (60) day notice, Lessee shall pay to Lessor all previously due but unpaid rent (to and including said next ~- “succeeding rental payment date) and the remaining Unpaid Principal plus a ‘ termination fee calculated in accordance with the following schedule:. ‘Time ‘of Termination Amount of Fee* Following Commencement of Lease ~-Less than 1 year a Te 2.00% . ‘1 year “to less than 2 years 1.50% , “2 years to less than 3 years 1.00% 3 years to less than 4 years 50% . 4 years to less than ; yearsend 4,,-He- 25% Bw Principal at the time of termination. ) Upon st COC the foregoing amounts, the Lessor shall execute a Bill. of Sal title in the Aircraft to the Lessee for the sum of US$1 and a release on FAA Form ACB050-41 (or such other form or document as may from time to time be current for effecting the release intended thereby) and such other documents as the Lessee may reasonably require for filing-with the FAA in connection with such release and the transfer of the Aircraft to the Lessee, and Lessee's obligations under the Lease and Lease Schedule shall ae : be terminated. . an hoa Fa ‘ ; ‘(*The termination fee is expressed.as.a percentage of the Unpaid erent wake = x 2 Lo ot ‘ ‘ Sener rE ho ae EP TBR ee ea a) A ae} ~EFTA00278070.

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— FAA AIRCRAFT REGISTRY ; CAMERA NO, DATE: G@ -/7 - 67 “22. INSPECTION canes a ‘ - iia =“ / Lessor, its agent or euployees, shall at any and all reasonable times during See os ot. < business hours have the right to.enter.into and upon the premises where the a4 “= “Aircraft may be hangared™ and/or’ located. for the © ‘purpose of inspecting the / : ‘same or observing its use. ~"* . / feo ads Limits ON USE. Lessee: shall not ‘operate ‘Che Aircéagt: ‘nor suffer’ ‘the Aircraft to be operated _ without insurance. coverage: or ‘otherwise operate or maintain the Aircraft in any manner. which would render inoperative any insurance required py the terms of the Lease or in any geographic area excluded from coverage of/ any insurance policy required by the terms of this Lease; “or in any so-called : "Iron Curtain" or Communist Bloc country, or. any satellite ‘territory occupied ~ by or under the control of the Soviet Unien or China, or in any recognised or ‘threatened. area of hostilities, unless the Agreragt | is fully covered to _ Lessor! s, sétisfaction by war. risk insurarice.’ ©” °23." SURRENDER OF AIRCRAFT In‘accordance with Lessor's request on the occurrence of Aircraft . y repossession pursuant to Section 26 hereof but not otherwise, Lessee shall / » return the Aircraft, its engines and accessories to Lessor in good repair, “condition and working order, ordinary wear and ‘tear resulting from proper use / thereof alone’ ‘excepted, by delivery of ‘the same at Lessee's cost and expense / to such place as Lessor shall specify: within a reasonable period of time. / a _Said Aircraft so surrendered shall have a Certificate of*Airworthiness issued / “by ‘the Federal Aviation Agency and, the Lessee shall deliver to the Lessor all/ : ‘maintenance manuals, records, logs ‘and other similar recording data / ‘pertaining’ to the ‘Aircraft. Nothing herein shall prevent Lessor from ‘ .’. abandoning the Aircraft in placé upon the expiration of the lease term one “without any liability” therefor to Lessee; . 24. LESSEE REPRESENTATIONS) AND WARRANTIES (a) Léssee’ ‘is a corporation duly ‘organised, validly existing and in good ‘standing under the ‘laws.of Nevada.and has all ‘requisite corporate power, authority and'legal right to enter into and perform its obligations’ under the * Lease. ./f ‘* (b), Lessee has bas! authorised, executed and delivered the Lease. * (c) The ‘Lease constitutes ‘Lessee's legal, ealid and binding - : obligations. ' (d) The “execution, delivery and performance by it of the Lease. will not result in any violation’ of, or-be in conflict with, vor constitute a default. ws under, any of the provisions of its charter: or by-laws or/of-any agreement or ' instrument to which it is a party or by which -it or any of “its property is . bound, or any law, judgment, governmental rule, regulation or order of ‘the Federal Government of’ the Government of the state of its incorporation | ar any: authority or agency thereof. . vs EFTA00278071

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31 FAA AIRCRAFT REGISTRY ; CAMERA NO, oe a “1. Article 9 of the UCC) :@ located at its address « ~ records with respect .o the Aircraft (other than. - DATE: G -/% = 87 fe) Neither the execution, Aelivery and verformance by it of the Lease = .for the consummation by it of apy of the transactions contemplated thereby - ing or trust powers. eTee (£)° Lessee's chie /executive office (as such term is defined in- ‘Ss _ : ; et forth herein and-its the Aircraft.or in i at such address. : p28. EVENTS OF /2FAULT. vara a The occurrey-é of any of thé following events’ ‘shall, at. the option of Lessor, * “Conistitute dn Event of Default under this Lease: (a? The hon-payment by Lessee of any Rental Payment when due, or the non-pgyment by Lessee of other sums required hereunder to be paid by Lessee, which non-payment continues for a period of ten (10) days after written ., hotace thereof from Lessor. Pa t+ ‘The failure of. Lessee to perform any other material term, covenant OF condition of this Lease which is not cured within ten (10) days after "Written notice thereof from Lessor, ~ - , “ (e) ‘Lessee ceases doing business. as a going. concern, is insolveat, “makes an assignment for the benefit of creditors, admits in writing its inability ‘to pay its debts as they become due, files an involuntary petition ~ in bankruptcy, is subjected to an involuntary petition in bankruptcy, adjudicated bankrupt or ‘insolvent, files or has filed against it a petition seeking any reorganisation, arrangement or composition, under any. present or future statute, law or regulation. ts. “(d) Any. of Lessee's representations or warranties made herein or any 7 ", Statement or certificate at any time given in writing Pursuant hereto or in ., Connection herewith shall be false or misleading in any material respect.- ; . ss . (e) Lessee defaults under or otherwise (except voluntary prepayments) _ has accelerated any materzal obligation, credit agreement, loan agreement, conditional sales contract, lsase, indenture or debenture, or Lessee. defaults under any other agreement with Lessor or its affiliates. . . The breach or repudiation by any party thereto of. any guaranty, subordination agreement or other agreement running in favour of Lessor ‘obtained in Connection with this Airtraft Lease. 26. REMEDIES Should any Event of Default occur and be continuing, Lessor unless the Lessee makes payment of all amounts as required by Section 20 in. which_case-the Provisions of Section 20 shall Prevail may, in_order~to protect the interests and reasonably expected profits and bargain of Lessor, ‘pursue and enforce, . successively and/or concurrently, any one or more of the following remedies:- 16 ~EFTAO 0278072

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a]. PAA AIRCRAFT REGISTRY . : | .CAMERA NO, DATE: G -/7 - 8&7 a a a 00000000 17-2 | : but (o Bivir eo (a). Pursue, tts remedies. provided for under;Section 17 hereinabove; a ny wet)” Without retaking .the Aircraft. ris: es, vf. sary meee ane} recover, from Lessee al previously accrued and unpaid rents ig) 3 43°-;,anth other amounts then due and owing under. the terms hereof, en . and: 4. SOE ar - (2) recover from. Lessee, from time to.time all rents and other amounts as and wher! becoming due ;hereunder., and © ee ek eee ~ “> (3) accelerate and cause-to: become immediately. due and payable the- - ° votes , ..~ Unpaid Principal and-interest thereon and: recover from Lessee’. TRE SO O8 Sa ys! mecvessi och eesadd. amount..- scp cute nn ae -G)3 4g: v0 (¢)), Retake possession of the Aircraft-(by Lessor, independent -| Contractor, or. by. requiring Lessee to“surrender the Aircraft in accordance ; iiss. with. the. provision of Section 23..hereinabove) without liability to Lessee Spot sae as os therefor. which is hereby. expressly waived, and ar - " *" * (1) terminate the lease term as to the Aircraft, and (2). recover from Lessee all previously accrued and unpaid rents and ay tf “, other. amounts owing under the terms hereof, and hg & Sessa eet (3): sell..the.Aircraft. at. public or private sale, and recover from pS" Gs urae sefoc-. s. Lessee the difference,..if any, by which the Net Proceeds of Sale wep n, teeet't op , Shall be. less. than the Unpaid Principal plus the interest thereon -(calculated'as of the date of the sale) plus the costs.of sale, or <5(4) . rerlease. the: Aircraft to.a.third party for the account of Lessee : 7 and recover from Lessee.when becoming due any deficiency between ' the rents provided herein and those received from such third party, or be ¢ (5). re-lease ‘the Aircraft to a third party for the account of Lessee .,and.recover from Lessee any deficiency (discounted to present value using an interest rate facto> equal to the then-current interest . ~ mites *Y Lessee under -this Lease) between the rents provided those receivable from’such third party over the re-leased term, and ; (d) Pursue any other remedy Lessor may otherwise have hereunder, at . law, in equity or under any statute and recover such other actual damages as - :. may be incurred'by Lessor. - *. ;Lessor's pursuit and enforcement of.any. one or.more remedy shall rot be ow . > deemed an election or waiver by. Lessor of any other remedy. Any Net Proceeds “ *: received by Lessor in excess of the Unpaid. Principal balance and interest thereon, calculated as of the date of the sale yielding said Net Proceeds. and other amounts due Lessor hereunder ‘shall.be received for the account of Lessee but Lessor shall have no. liability for-interest thereon, but snail promptly remit such‘excess to the party entitled thereto. Lesso shall not _-be entitled to recover a greater amount. in damages than Lessor could have gained by receipt'‘of.-Lessee's full, timely and complete performance of its 17°,

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a et FAA AIRCRAFT REGISTRY CAMERA NO. 2 Sr Se DATE: G “obligation pursuant to the terms of this Lease. In addition, Lessor shall -.attempt in good faith to mitigate its damages, but Lessor shall not be obligated to sell.or lease the Aircraft. In the event-of any such sale Lessor may bid upon and purchase any of the Aircraft. Any sale or lease may “<be- held ‘at such place or places. as are selected by Lessor with or without *“having the,Aircraft present. Any’ such sale or lease, may be at wholesale or’ retail, in bulk or in parcels. Time and exactitude of each of the*terms and conditions of the Lease are hereby declared to be of the essence. Lessor may '““accept past due payments without modifying the terms of this Lease and . Without waiving any further'rights of Lessor hereunder. Except as expressly _ Provided herein, neither Lessor nor Lessee shall be liable to the other for ‘2 any consequential ‘or-incidental damages. No remedy of Lessor provided by this Section 26 shall be undertaken by Lessor unless Lessor shall have given Lessee ten-(10) days written notice of Lessor's intention’ to proceed with its remedy and unless within the ten (10) day-notice period Lessee shall fail to cure any Event of Default (as defined “by Section 25.-above) for which Lessor seeks a remedy or remedies or shall fail to pay the amounts ‘required under Section 20 if the Lessee elects to so pay. . ; . . 27.. COSTS, FEES. AND ATTORNEYS' FEES ——T—«T——s sorte wee In the event of any action at law or suit in equity by reason of Lessee's breach of this Lease, or any governmental examination or investigation of ~ Lessee, which requires Lessor's participation and which participation would not’ be required but for this Lease (unless such participation results solely from the activities of Lessor), or pursuant to Lessor exercising any of its rights herein conférred or retained; Lessee, in addition to all other sums which Lessee may be called upon to pay under the provision of this Lease, will pay to Lessor-its reasonable costs of collection, other costs and / reasonable attorneys' fees on. account thereof. 28. DEFAULT INTEREST RATE Any amounts required to be paid by Lessee pursuant to this Lease, and not ' paid when due’ shall bear interest at the rate (compounded annually and based “upon a year having 360 days) of LIBOR cost of funds: plus 3.25% per annum. Nothing herein shall be deemed to Provide for the payment of any amounts not _ otherwise legally collectible by Lessor. —_ 29. NO OFFSETS OR CANCELLATION BY LESSEE The rentals and all othér sums payable hereunder, if any, shall be paid without notice (except as otherwise provided herein), demand, counterclaim, set-off, deduction or defence and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Lessee under this Aircraft Lease shall not be affected for any reason. THIS AIRCRAFT LEASE AND THE LEASE SCHEDULE SHALL NOT BE TERMINABLE BY LESSEE IN WHOLE OR IN PART EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 20 AND 26 HEREINABOVE, or as otherwise agreed and Lessee hereby waives all additional rights now or hereafter conferred by statute or otherwise to quit, terminate or ‘surrender this Aircraft Lease or the Aircraft, its engines and accessories as well as all rights to any abatement, suspension, deferment, diminution or reduction of the rentals and all other sums payable hereunder. 18 ~ EFTA00278074

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FAA AIRCRAFT REGISTRY ; CAMERA NO. 2 DATE: G -/7 - 87 te ee Bane ne ar a ne ee ee ae 30.. HEADINGS Section headings herein are used for convenience only and. shall not otherwise affect the provisions of this Lease. ; ty a -_ . . bs aa « - ‘31. EFFECT OF WAIVER. No failure or delay on the Bart of Lessot in the exercise of any power, right or privilege hereunder or to make objection to the. mode of any offered: .- performance by Lessee. shall operate as a waiver. thereof, nor shall any single or partial exercise of any such pewer, right or privilege preclude’ other or further: exercise thereof or any. other right, power or privilege. All rights and remedies existing under this Lease.are cumulative to, and not exclusive _of, any rights or remedies otherwise available. ; , 32. SURVIVAL OF WARRANTIES © ‘>, All agreements, indemnities, representations and warranties of Lessee made ; --- herein and remedies of Lessor shall survive the termination or this Lease. ’" 33... APPLICABLE LAW This Lease and the rights and obligations of the parties thereunder and “hereunder shall be governed by thé laws of England. If any provision of this Lease or any remedy provided herein be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but the remaining provisions of this Lease’ shall be and remain effective in accordance with their terms. Lessee hereby expressly and irrevocably agrees that Lessor may bring any action or claim to enforce-the provisions of this Lease in England- and Lessee hereby. irrevocably consents to personal jurisdiction in the ‘appropriate Court therein. Lessee hereby further irrevocably consents to service of process in accordance with the provisions of the laws of England. Nothing herein shall be deemed to preclude or prevent Lessor from. bringing any action or claim to enforce the provisions of the Lease in any other appropriate place or forum. THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE AND MAY ONLY BE AMENDED OR MODIFIED BY AN ~ : - INSTRUMENT IN WRITING SIGNED BY A DULY ‘(AUTHORISED REPRESENTATIVE OF THE PARTY TO BE CHARGED. THEREBY. : 34. COUNTERPARTS This Aircraft Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts, together shall constitute but one and the same instrument, except to the extent, if any, that this Lease or the Lease Schedule constitutes chattel Paper, no security interest therein’ may be created except through the transfer or possession of the original counterpart, which may be so identified by Lessor. 35. NOTICES ep notices required or permitted to be given shall be -’ in writing, and may be personally served or sent by mail with postage prepaid and properly addressed. For the purposes hereof;- the addresses of the parties hereto (until notice of a change.thereof is served as provided in the preceding Sentence). shall be as follows: - 7 ° So ip“: “a 19 C e—-r om oemamnernt

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4 |. FAA AIRCRAFT REGISTR | | CAMERA NO.. 2/ DATE: G - [7 - 37 . - et Po . Lessor! os -. 7 os , . Lessee: ARBUTHNOT LEASING INTERNATIONAL . F.B. TRANSPORT, INC. LIMITED, ' «¢/o GRIFFIN (LONDON) LIMITED an a a ; ...--$th Floor, Neptune House, 131 Finsbury Pavement, 7 OTR Triton Court, , London EC2A LAY ae 7 _14, Finsbury Square, "-England * ae se "= London EC2A 1BR an Co a ee ees OS England “cc. Hunt and Hunt “115 Sarisome Street, Sixth Floor, San’ Francisco, California 94104, “ULSiA. 36. REPOSSESSION LESSEE ACKNOWLEDGES THAT, PURSUANT TO SECTION 26(c) HEREOF, LESSOR HAS BEEN GIVEN THE RIGHT TO REPOSSESS THE AIRCRAFT SHOULD LESSEE BECOME IN DEFAULT OF ITS OBLIGATIONS HEREUNDER AFTER TEN (10) DAYS PRIOR WRITTEN NOTICE OF DEFAULT AND INTENT'TO REPOSSESS. LESSEE HEREBY WAIVES THE RIGHT, IF ANY,'°TO REQUIRE LESSOR TO GIVE LESSEE NOTICE (EXCEPT FOR NOTICE REQUIRED IN THIS“ ‘SECTION 36) .AND A JUDICIAL HEARING PRIOR TO EXERCISING OF SUCH RIGHT OF REPOSSESSION. Ry 37. Lessee shall carry. a true copy of this Aircraft Lease and the Lease ( Schedule on board the Aircraft at all times and make a copy hereof available ‘for review.by the Federal Aviation Administration or its authorised representatives. In the event the Aircraft is a “Large civil aircraft" or otherwise becomes’ subject to Federal "truth in leasing" regulations, LESSEE SHALL, WITHIN’ 24:HOURS OF EXECUTION OF THE LEASE SCHEDULE, OR OTHERWISE BECOMING SUBJECT ‘TO "TRUTH IN LEASING" REGULATIONS, MAIL A COPY OF THIS AIRCRAFT LEASE AND. THE LEASE SCHEDULE TO: "Flight Standards Technical Division . Box 25724 ‘. | Oklahoma City, Oklahoma 73125 * 38." TRUTH IN LEASING , THE AIRCRAFT HAS BEEN MAINTAINED AND. INSPECTED UNDER FAA REGULATIONS FROM THE DATE OF ITS MANUFACTURE TO THE DATE OF THIS. LEASE. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR 125 OR FAR 91 DURING THE TERM OF THIS LEASE. LESSEE IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT TO, BE OPERATED UNDER THIS LEASE. LESSEE CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS .RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION ~- REGULATIONS. AN EXPLANATION OF FACTORS BEARING: ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FLIGHT STANDARDS - DISTRICT OFFICE. 4 . L IN WITNESS whereof, Lessor and Lessee have caused this “Aircraft Lease to be execute al > 1987. on this Sed day of ree ws ~ EFTA00278076

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fAA ALAUAAPL ALVLOLIAL CAMERA NO, DATE: G -/7 _- 87| ARBUTHNOT LEASING INTERNATIONAL LIMITED "LESSOR" Moa “ \ r \. ooo00000174 / A 3 F.B. TRANSPORT, INC. "LESSEE" A Ss edna Sate By Dominic Raphael Thomas Bennett Title A roRNeYy -/N - FAC ~EFTA00278077

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FAA AIRCRAFT REGISTRY DATE: G / i EFTA00278078

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DUE OL a eee CAMERA WO. DATE: 6 - /%- 87 —S doesees tne “ringer cn (7-2! ‘ e . 7 S: . ween -201-DDafh e 0 0 0 , AUT © HUNT os _ EXRIRIT A _ AIRCRAFT RADTO, ELUCRONECS Sp.” AND NAVIGATION EQUIPMENT. -. "BART NaMe “op pape HUPYER © QUANTI Ty Cs AUT INETER waa pa : we - 10¢ Encoding Altimeter 52128007 -U0> @ each » ALTIMETER = Stanpgy us ooo > ieei bee atl a , ~. , Kollaman Standby Altimeter A32506-10-004. ° ; gach 4 “\. ALTIMETER ~ Rapto oo . | ne: -. Bendix ALA-SIA Radio Aittneter. CAME wscy 2 each - ALTITUDE ALERTER ates 10C Altitude: Alerter ; $40-25100-00) 1 each 1, my \ AUDIO ENTERTAIKMENT Pioneer kP=7076 Tepe Oech BER Re 1 each 28-to~14 Volt Converter (. 1 each - Altec 7SSE Nigh Fidelity Speak Poles Lhes - 24 each AIRSPEEO “INOICATOR « Macn Sauer a ta AOC Madn Airspeed Indicator AIRSPEED INGICATOR - TRUE og ede tok s True Alespeeg Indicator 7": OF a 3M . 7 ® 573-25850-739 2 each _ 24660210)” each AUTOMATIC DIRECTION FINVER go Chee Oval Collins: oF-208 aor: Sostan “S a ae ; = =. * Collins Slvs? aor Receivers 2 geen + . - CON {ng 614L~13 Qual aor Coritrat : -.1 @acn i . Remote: Magnet te ladicator worry * siiee ‘2 eacn : AUTOMATIC’ PILOT “natiyh Besay ieee ¥ _ Sperry sp.sy: Agtoptioe ae apts he BATTERY, ntcao ALRCRART i a op kicar ah te ERTL vued?S Marathon feel gee ouee gt CA-72?-2y | “VWeacn CLOCK. eGrecorry PONI:.ga SaasE ES Coates fame a Devtron @1by Digital clock. 8fuss vse : .. 3 each ae : ; wee ye, Bh apnea ‘ EFTA00278079

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Py ieee nea r ee “PAA AIRCRAFT REGISTRY . CAMERA NO, ¢ DATE: G ‘S L2 87 2 415 936, 2008 nuit € HORT - - 27Brs j ATRES EXHIBIT A AIRCRAFT RADIO; ELECTRONIC ‘AND “NAVIGATION N EQUIDHENT reap a ee ve ART ee! PART NUMBER COMPARATOR WARNING systen. _ , “Ss " Calling 994G—1A Comparator. Controlier $22-3918-003 Collins Baue1e Comparator” yes" court? » Mount. is 35 COMPASS SYSTEM = , Qual Bendix Compass Syston CSC Magnetic Standby Compass 18841 ~ lA Compass Coupler cockpit voce. RECORDER ; Fetrentid A-100 Cockptt Voice Regorder., DISTANCE NEAsuaLNG EQUIP: Collins 339F-12C Dist/GS/TTS Indicator * Gao 2196-501 Collins ONE-40 Interrogator | 622-1233-+001 Collins J90R- 20 ‘OME Mount ; wee ae FLIGHT DATA RECORDER Lockheed LAS: 0190 Fright Data Recorden: /FUiGHT Srrector fo Collins 6146-228 Remote Slewing. Contro} 7926221 -004 Collins 61¢£-23R Hode Selector §22~0945-003 . Golding 3298-6Y Horizon Indicator .. 792 6357-008 SGotlins 3314-96 ‘Course Indicator as Al ht Director ‘Annuncfator Panel +: “, Qual. Collins FO-109Y Flight Ofrector System ; Coll{ns 161E-2A Mode Coupler 7926255 00) Collins J90R-18 Mode Coupler Mount ~ Collins 345A-? Rate of Turn Sensor 722+$140-00) Collings S62A-SMS Steering Computer 792 -6703-002 » Collins J90R-18 Steering Computer Mount Collins §90A-3J-) Altitude Control 622-439-001 Collins J90R-19 Altitude Contro} Mount , ‘ AAC 1592046 Annuactator Coupler :4 oe) is 792-6091 -016- — — MOM N w ae nm =< NON NN NNN [220 O6 QUANTITY @ach each each aach eech each each each each each each each each each each each each each each each each each each ~ EFTA00 5 C0! 3080

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Pe IRCRAFT. REGISTRY at : CAMERA NOw ~/7 - 87) % MA | CAMERA NO. 2 DATE: G ee — thet ess ane 24S 936 s008 - po Purse aune 7 reps ==" ot 876" 0 0.0 ee res o EXHIBIT A *- ATRCRATT RADU, BUGULKUNEG. pees OT AAS < AND NAVIGATION EQUIPMENT Ltd, HSER Yo ane - PRAT ul 2 PART NUMBER Quant FLIGHT TELEPHONE’ system en a Wulfsverg C-118 Fiitefone Control! unit beech sy NUDE sberg He118 Flitefone Hendset 3, leech. “Wulfsterg Flitefone It! Air-to-Greund Redfotelepnone System . Wulfsoerg AT=18 Recelver/Transmitter -«- -1 eecn ~ Wulfsderg C¥-288 28-Volt Power Unie 1 eacn Wu) fsterg MT~28 Hountiag Tray... Sep ERE ‘| eech . wifsderg AT=2614 Jet Blade Antenna 1 each . GROUNO PROXIMITY WARNING SYSTEM ae Collins FPC +75 Ground Proximity Warning System : . , GOLNIAS 5904=108 Baro Alt Rate Sensor 662-2516-002. 1 eacn - "Mount SEOs ht gee 0 tet etl 1 eaen HIGH FREQUENCY Com systes | . | xy GONInS 7148-6 HE Coma Contra} 772-47 V00U) 2. each: : Ous! Collins 61aT.5e MF Communication System”: Collins 6187-58 HE Transceiver 622 -2$49-0U1 2 eacn ) Collins Jydg-) HF Transcelver Mount 522-1658-000 © @ escn . Collins 490S~1 HF Antenna Coupler 792+6160-00} . & eacn Tak . Collins 790$-3 Coupler (Oua)) Mount . 792-6139-001 <1 each’ Collins Antenne: Feed Line Kit __ | 6186967-00) st eaen INERTIAL: NAVIGATION SYSTEM | hep re Velca Control Oisptay unit 2) 78913804011 2 each a ' Delco Mode Selector unite =. 7883470-0}1 2 eacn Delco COU/MSU Connecto . 7886643-001. 2 each oo ; Qual Delco Carousel AVA TINGS. rahe fide bee a rr 8 . Delco Inertial way unit 7 BBESeu-G1y 2 escn i a Delco Tray & Planum ASSy 7886727-001 2 each i . Oelco Blower Assy 7QN6694-021 2 each . Delco Finger Guard 7891336 -- 2. eacn : Oalco Battery Unit * 788870140) }: 2 eacn ; Oelco Battery Tray re "| 7Eghaay » 2 e8en Daley [XU/BU Connector. - oN - 7886642-0)} 2 cach - Be 7 Nae tas ph is 7 aoe 3 NN BAY Cy : a . ne EFTA00278081

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FAA AIRCRAFT REGISTRY 4 |. CAMERA No. 2 _DATE:'G __ ee | 1 18 ‘s * EXHIBIT A ~ AIRCRAFT RADIO, ELECTRONTG 77° _AND NAVIGATION EQUIPMENT : re re oe NAME SA PART UNSER QUANTITY ost MARKER BEACON sySTEN acne sats gy) PR “Collins 512-4 Harker Beacon Recaiver ee oY gach _ RADAR | et: he RCA. Radar Indicator 2+ - lth See Mf $8520 “Ty each a “RCA Indicator Mount -. oy (oe SOME 6§65219 1 each. We a ‘Pir{mus 400 Coloradar system, Sona + ' a a RCA Recetvar/Transalfter:: nt -! - Ut-$85200 } each REA Hount MI-585010 1 each ACA Rader Antenna . : HI -S8S202 1 esch . “f°. RCA Flat Plate Phased Array.) =: Mf-$85063 1 each ‘ — RCA Mating Connector. - 2°. 2 Mf -§85014¢ 2 each ""=2 ROA Waveguide Pressurization Mi -585053 Y each hi. XeBand Waveguide . Veach SELECTIVE CALLING SYSTEM. ae _ : Collins 456C-)' Seleal Decoder oe - 1. @ach Mount 1 each Tone Generatars:. ut. Be yee saereses ! 1 each Olt F.4 4 . a ie re ies 4. 7 . sat/tas inptcating SOT 7 a 106 SAT/TAT/TAS Jad{cator js en "$1 3-24660-101 2 each - TDC Static Defect Corrector - 422-30510-130 = 2 each © Mount wT oo _ .@ each Rosemount Teggecacure, Probe ' NOZAH=2AG ) each _ TRANSPONOER SYSTEM = S Ma Soe seBaane gd FOR a ; ~ Gabi es G-61844 Oust ATC Control 2b. 2. se Peach Col} ing TOR~90. ATC. Transponder 2 622-1270-001 \' 2 each Col tas) av0R 18 Hount “+, 2 cc ce 2a) | 30! 5

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FAA AIRCRAFT REGISTRY AIRCRAFT RADIO, ELECTRONIC ‘AND NAVIGATION EQUIPMENT VHF COMM: SYSTEH _ ‘Gables 6- 6283 $-in-1 Controt Qual Collins Communication System | Collins Saaveh Transcelver YHF HAY. SYSTEM Dual Catlins Navigation System " Collins SIRV-3 Navigation Recetver Collins SIRY!. Mounts Boeing VHF Navi Collins I7P-§ G atfon Antenna: {deslope Antenna VERTICAL SPEEO {NOSCATING (VSI Indicator VIOEO ENTERTAINNENT SYSTEM Nady Infra-red Transmitter Mftsubishi 19” Television Mitsubish{- Video Cassette Recorder “ae: Aiyesieal ike aheve ~ Pecord of installeel F ge 72 fo SN 2e¢ MS . . Z. ues B Moa oy ¥ syinartet 3 at { + CRRA ee gh rena Sider ear * Goddoocorz, PART RURBER $22-2450-1)5_ 65-24513-5 SLZ9190A 1RT=200 CH1901 HS3300R ~ —— IN — at ee QUANTITY each each each each each - each each each euch each 1S c Spy eet (Pervert oy? Ais <; at , 4 Plas. ch 4 ’ te =, ] “ - ‘ / EFTA00278083

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» gh at er eta ene eevee s . : x we : * at ¥ , i, ; , : 7 . R ; ' im ‘ ern mE BoeS ee Tee | ‘wave ae aad aE, etd Yt | FAA AIRGRAPT REGISTRY i | CAMERA NO. DATE: G ways ’ “i 4 yy ‘ ' -/% - 87 " Aa Dan mi , . * & eM ae A a \ ‘ ; f ‘ ’ s ' ve, SRY , e Ce te ~ EFTA00278084

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FAA AIRCRAFT REGISTRY CAMERA NO, DATE: G ~/7 - 87 ie Ts, rr oars Pe : . . . j * Ror PARTS ONBOARD AIRCRAFT - eres " Part Number | » : Nomenclature of Lok Site cos Adapter, Accumulator .. . Af GENTO7OMLG | 3 “) Axel Protector < ac GENIOSOMLG 2 ep 1 Axel Protector pos UNM USFE ee) Brake Handling, MLG®: ae ee “84971 -° wae uy Coupling, Drain , tip FTNNGQ a “rossi! Wack. Pad; Hase “FIV oes aves, dack Pad, Tail Pm .F71156 Vo lestass ig. Jack Pad, Wing : F72748 “to ss Lock, Tail Skid 53361 oye i, » OIV Server, CSN 981947F3 ate ., Puller, CSD Priss Sw F71283 . Spanner, MLG Gland Mui GENIO62NLG - ‘sys. 4 Thread Protector ‘. GENTO63MLG ; Thread Protector ; ” 781947A2 ; teu Wrench, CSA Press Switch . _ 7263050230. - .. Wrench, Main-Oi] Press Adj GEN1163MLG “ ~ Wrench, MLG Axel Nut ; F72762—: .. Wrench, MLG Gland Nut F72767 Beha key Wrench, MLG Gland Nut GENTTISNLG Coto. Wrench, NLG Axel Nut et yy ot Wrench, NLG Axel Nut 100384040 * Motor Flap ’ 103538753 _ Exciter 103817502 . » oo 2+ Exetter 1528L706 _ Temp Indicator 1S2BL801A . Exhaust Indicator 177445} . Valve = 19781281 1 Gyro-Horizon : 204075002 a . Fan Quan Indicator 2$8000-3 pa Fuel Boost Pump 3-1070 aa Tire & Wheel Assy 3009C eg . Heater Pump. 305454-1 ~} oe "+ 3 Speed Switch 31124] -3 7" oo. Valve 321464-2-} wh Yalve 32167441 a . Valve “3 331 A-96 3 Vertical Gyro ° " , 3713880. * ara * Hyd Pump ; :s °383222<3-1 mons "> ss Starter 40574 ; Actuator 605675-] " Cooling Fan : 614€-23R ' Selector . 65-97865-17 ~ “Window Screen §-89354-29 ° 6571 _ Shut Off Valve — 700842A . ee. aon CSD -l- sf Quantity ] ] ] 1 2 ) 1 ) 1 2 1 } 1 1 ] } ] 1 } } ] ) 1 1 1 } 1 t 1 | 2 1 } 1 ] 1 } 1 1 2 1 1 } 1 ] gal ~ EFTA00278085

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[| , FAA AIRCRAFT REGISTRY | CAMERA NO, DATE: G.°- /7 - 87 4 ——, -—— - =—— — — x Se eae acne eS oy —_ a ’ \ ¢ - / T-14 1: { i t? "g ~ re) + i 3 Part umber re ae aie : Homenclature’ ws er - Quantity ~~ BDUBILXG2.“ ae ~ Indicator 4 902F2425 4 Vet tage- Regulator : _ oN QIBIIV9B ese Getterator “4s .ASI9S70C ee “s.. Hyd Pump i ~ ATS3027 . so Soh’ oe 35h oes Valwe, Shut Off: G6283. han te nk ess Control Head ‘TRT+200: , UI Infrared Transmitter %MB003SS8N1 /251 /2xx “oat bos” “Water Level Transmitter “ ¥W20548MT A2 eters jt Wiper Arm bes OS2712. (Geto ) Filter Elbement ‘ 110283-2.- >.» . Moe o>. Emergency Light “ nie 2-18-S Sythe i Static Cischarge 214612 - 2 Boe P40 Thermostat 32X11 -50-15- 12 ag AE AS Ply Tire. 62-1) Gee So Ballast 692148 PRM ree os Relay 8T405W fo S95 S858. 2b Switeh Covers AA72S ; oe Oo OAgnitor “eo ATS1623-7.- fas aoe Ss Fuel Sump Drain BSI9IAI ee eet Lens LL225749 vel Toss oo. "Bearing, NW LL428349. Pee Sue AOL Bearing, WW” LMS22546 eet oss Ss. Bearing Outer ML M1224749 tr 8, « ,.. Bearing Inner MLG 04631 eg Ake Bulb: 04632 are we" Lampe , '(W20067-1030 5 Flex Orive (W20891-150-75 fo “Wiper Blade— 1U1095~5 pote ~ es Aetuator 1U1095-9-2 wee" AStuator Nee we a ta ee es wo . FN HFN KH NNW How eRe Yow a . »\ . f / ~ r ve ~2.- - ~— ‘ 7) (LL _— “ - ‘ , — ’ : Se geet nents oe

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St iene Samos ‘ . 4 FAA AIRCRAFT. REGISTRY CAMERA NO. 4 DATE: G@ é Part Number 60P10 175 3-1414 65-67402-4 gpoooou001z79 ~~ . wr PARTS 'TO_RE_ SHIPPED Nomenclature » ydack, Axle"60 TN-SN 995 Whee? Rrake Changer’, Si15441 ‘Tire & Wheel Assy re ~ H i” ; . x Hy ' ’ ff . he, , i { s _ “ - i \ . ‘ | F So —_———. ¥ we Hy Ps - # Quantity. ig 1, . 1, Ve . --— oy & on 2 ’ | —_ j i , . ~ 4, r ~ EFTA00278087

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< | Faa AIRCRAFT REGISTRY CAMERA NO. DATE: 6 -/7 - 87 PARTS TO BE.SHTPPEN AT LATER DATE é . Part Number . ss) Nomenclature © oF ~ Quantity b 12915023. et » °. Thermostat Water: Seprator ° 17782431: ele timer ; 280 07 secs Altimeter - AV1681591C . - . Valve Assy o Con firmed the zh, TEE TS 0% cer pes Pecan. of SPREE pores pened with Os €, r4ig to eo |

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FAA AIRCRAFT REGISTRY CAMERA NO, DATE: G@ -/7 - De 00000000180 . EXHIBIT B BILL OF SALE KNOW ALL MEN BY THESE PRESENTS:-— THAT F.B. TRANSPORT INC., a company with limited liability organised and existing under the laws of the State of Nevada, U.S.A. (hereinafter referred to as the "Seller") is the sole and absolute owner of the full, legal and beneficial title to that certain one (1) used Boeing model 747-100 aircraft bearing manufacturer's serial number 20115 and FAA registration mark NSO5SC, those three (3) Pratt & Whitney Aircraft Model JTBD-7B aircraft engines bearing manufacturer's serial numbers P648772B, P654373B and P654564 respectively which are installed thereon on the date hereof and all appliances, components, parts, instruments, appurtenances, accessories, furnishings and/or other equipment of any kind incorporated in, installed on or attached thereto on the. date hereof (hereinafter referred to collectively as the "“Aircraft"). : ‘ THAT for and in consideration of the payment of United States Dollars Six million two hundred and four thousand and twenty-seven (U.S. 0 7) the Seller does hereby, this day of , 19867 at + -iappem., at the offices of the Seller at {San Francisco], grant convey, transfer, bargain and sell, delivery and set over all of its right, title and interest to and in the Aircraft unto ARBUTHNOT LEASING INTERNATIONAL LIMITED, a company incerporated under the laws of England (hereinafter referrea to as the “Buyer") and the successors and assigns of the Buyer forever. THAT the Seller hereby warrants to the Buyer, that the Seller has; on the. ‘date hereof, good and lawful right to sell, deliver and transfer title to the ‘Aircraft to the Buyer and that there is hereby transferred and conveyed to the Buyer, and its successors and assigns, good, unchallengeable, unavoidable and irrefutable title to the Aircraft free and clear of all liens:;, charges, ‘encumbrances, mortgages ang’ security interests whatsoever and all claims and rights of others. ‘THAT the Seller hereby ufidertakes to the Buyer, its successors and assigns, that it will at all time rfant and defend the transfer of title to the Aircraft hereunder and title so transferred against all claims and demands whatsoever. THAT/the Seller hereby covenants that it shall, from time to time, make, execute and deliver or cause to be made, executed and delivered such . /Anstruments, uocuments and assurancés, ‘and take such actions and do such ran things, in each case as the Buyer, its successors or assigns, may request for the perfection or confirmation or defence of the sale, delivery and transfer of title hereunder THAT the Seller hereby represents, warrants, covenants and undertakes that at the time mentioned in the: second paragraphfhereof and the time the Seller executes and delivers this Bill of Sale, the Aircraft is situated at (NICE). THAT this Bill of Sale is and shall be governed by and construed in accordance with the laws of England. : - Y *: ~EFTA00278089

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PAA AIRCRAFT REGISTRY. ; coe . IN WITNESS Ghaz€SE, the Seller, by and through its duly authorised [representative], , has executed this Bill of Sale this day of vo as 34 1987 and delivered the same to the Buyer. , ; STs , ). “For and 6n behalf: of ° FB. TRANSPORT INC.,; ; ve"s*a8 Seller PHL CRT {Authorised Signatory) - ye ¥, ’ PU Deg ip 503 BRO Pr Pa ln bade Lie ape ole’ sete ot i . ? fe Le i; neds :* ad TURD! (AP py EM a ganymntie tad tpi he Ma ee aa APES, ~EFTA00278090.

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pa . = . = "i ‘\. FAA AIRCRAFT REGISTRY | “| oS CAMERA NO. -% DATE: G -/7 - G7 | a —_ exureit c wh ‘RECEIPT _. We, the°undersigned, FB Transport Inc,. hefeby acknowledge receipt “” from Arbuthnot Leasing -International Limited of the sum of US6,204,027 in full and final settlement of the purchase price in respect.of one Boeing 727-100 Aircraft which isthe subject of a Bill .of Sale of even date herewith transferring title in that same. Aircraft\to Arbuthnot Leasing International Limited. or and on behalf of FB TRANSPORT INC™.- ~ SN . tt . eer , , Duly authorised attorney at . : ae =“——_. “t if i ~ EFTA00278091

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FAA AIRCRAFY REGISTRY.’ CAMERA NO. 2 DATE: G 7 - 87 ae ea TE Ap : _ : t ; < : 4 ‘ . + ; °. 2 _ Camey WotADE Yds rods ott scene + r ag” ow < oe f vy ? ~ ai : 1 4 c i ¢ 3 A a : ‘i & y Fiieee ’ « ra 17 Nett = , é ” ' be y “ i a is ha) . ° ¢ : : . . 7 H 7 } | } \ “ao : « ° ‘ \ 4 . ' \ é 1 " . 4 ty ot ' < “\ : . o* . ‘ : ve . ' “: pp x Sa lad iat is. the: a si A eae eae! 9 pee es ’ ’ vr? i AL . ~EFTA00278092

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FAA AIRCRAFT REGISTRY i CAMERA NO, DATE: a - 7 -.G7 | & LEASE SCHEDULE F BD TRANSPORT INC. aa ' . BOEING 727. AIRCRAFT _Baesacsicescer: BCRQUSE LMS SAEAST AGAVE SSS Seems das easee rcs DOLLARS). UNPAID | PRINCIPAL (SEE NOTE 1) _ INTEREST PORTION » PRINCIPAL RENT PAYMENT . . : TOTAL “RENTAL. PORTION, DATE < 6 6 “6 6 6 . 6 6 6 § 6 6 6 - 6 6 6 4 6 6 6 6 6 “6 6 6 g 6 cgenrnionsesagenb) eesege- stew” ‘Peenasccsaa Serres ssrecean jseeaecssecs F °, APR JUL ocT JAN APR JUL oct JAN APR JUL OcT _1987 1988 JAN APR Jui, ocr JAN APR UL JAN APR JUL ocT JAN ‘OCT... APR «: JUL OCT OCT ASSUMPTIONS ¢ PRINCIPAL RESIDUAL ANOUNT RENTAL AMOUNT LIBOR RATE % MARGIN &. 280000.00- 275000.00. - 275000.00 275000.00 275000.00 275000.00 275000.00 275000.00 275000.00 273000.00 275000.00 275000.00 * 275000.00 275000.00 275000.00 275000.00 275000.00 275000.00 275000.00 275000.00 275000,00 275000.00 275000.00 275000 .00 275000.00 275000.00 ° 275000.00° ‘RESTDUAL eco96 600 165240.94 168302.49 172546.62 175708.78 177873.16 182188.66 185527.52 -1886927.57 191482.13 195899.11 199489.23 203145.15, 206119.36. - 210645.49 214505 .86 218436.98 221862.56 226506.08 2306$7.12 234884.22 2392188.80 243572.27- 248036.07 " 252581.68 257210.59 ~ >261924.33 - 4$1564.23 6204027.00 234884. 22 6.00 1.25 7.25 0.00 109759 .06 106697.51 102453.38 99291: 22 °37126.84 92611.34 89472.48 86072.43 83517.87 79100.89 75510.77 71854.85 68880.64 64354,51 60494.14 56563.02 53137.44 49026 .82 44342. 88 ' 40118.77 35811.19° 31427.73 26963.93 22418.32 17789.42 13075 .67 8275.54. -AS ABOVE, PAYABLE QUARTERLY * 620402700 §924027.00 5758786.06 $590483.57 $417956.95° §242228.17 5064355.01 4882166.35 4696638.83 4507711. 26 4316229.13 4120330.02- 3920840.79 3717695.64 3511576.28 3300930.79 3086424.93 . 2867987.95 2646125.39 2419619.31 2188962.19 1954077.97 1714889.16 1471316.89 1223280.82 970699 .15 713488.56 431564. 23 2.00 TOTAL INTEREST & MARGIN § (CALCULATED ON A DAILY BASIS ASSUMING , A 360 ‘DAY, YEAR) i . ' UNPAID PRINCIPAL ON RENT 7 Shynioet DATE . G AS SHOWN ABOVE DOES NOT INCLUDE PRINCIPAL OR INTEREST PORTION DUE ON THAT DATE wOTE 1: ue 0 soar k Ueki 2 eo te EFTA00278093

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Ft mes — see pe rn P= S| FAA AIRCRAFT REGISTRY |e ij | CAMERA NO, DATE: G@ -/7 - 87 4 a ‘ . "<6 F ' - ° 4 iat oa Terabe ea . pe . + ORT TS oe <6 a. “ot ~RAT COTE * itil a a . “J Lihd - TF se ee re. | . 2 ; by + eyo . , ; % ‘« ’ ‘ . i , ; a fet ' 3 | Teas > Uf Tybte : “caes on § 7. FR Garo re 7 c i “M70 :Ai19 VHoiANo ted. tant ; Auisidy asvuouivvyge OS! HLM O35 tg JONVAIANOD aad *.

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FAA AIRCRAFT REGISTRY . My _CAMERA NO. 3 - DATE: g -/7 - 87 ‘ ee ———— —— — __— ~—______ — 900008 oem SEE oS > 1-5 ~ bee te Set ‘ | LEASE SCHEDULE . se o Rirffame: - | ite oo ; ’ 7 : “Manufacturer's © GB. S. Registration’ ao i ~ Manufacturer Model. Serial Num Bunber - Number Boeing. °° 727-31. ~~ N5O5T . fe eh ; (Pending to N505C) Engines: _ le ea att . ean 7 . ok . RY : ee Manufacturer's / Manufacturer _ : Model ...° Seriql Number Pratt & Whitney — JT8D~-7 ' P654373B Pratt & Whitney j JT8D-7 P654564B Pratt & Whitney . sTtsd-7 * P648772 XN Each of the above described engines has 750 or more rated takeoff horsepower or the equivalent thereof. . ‘ 1HUNT2 ! t > , F eter nme een © ja aor ee ~rpacap ePaEE TE IE Be seeeetad can Pectin atom 1 - Sper over tee eee EFTA00278095

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‘ ~ . “olterteinsk 2 lo ‘gd! eIndJoeIunsM wn A SOMW on seem Leireé ; = oe i Ee are anne “CDR E OF po ibrisg) adios Soe, C-7RIG * T-Ce TT. hetsy syom yo OL . Mie bovhe enol ced senipme Hed isvoach veld grofevinns od3 ‘YIMO'ALIOWROHY TNO RHE OD) LL ALASIO SH adVUORIV YY HLIM 03 ty AONYASANOD * 4 Ris t. ae Sy et ad . 5 . e ree . : “ ‘ an, “. © ng "iz j Ay gt ‘Ris ed - Aye BEE etQPubats:. Sg Yous iav: VORFe eft Jo pee oO x mrt reeas t rr ae a te ee

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* ba ot -- SL _ : | FAA AIRCRAFT REGISTRY CAMERA NO. DATE: G PR % BZ La : yas 8 Cf ee ——— - net wales Pe ee . 900000001 62. “RUB. TRANSPORT, INC. - CERTIFICATE OF SECRETARY Ty: Kathryn S. Wunsch, hereby contiry that I.am the duly elected Secretary of F. B. Transport, Inc. and that the following resolution too ny, oo was adopted by the Board of Directors of F.B. Transport, Inc. as of March 23, 1987: a "IT IS RESOLVED that F.B. Transport, Inc. (the "Company") hereby appoints, and the President of the Company shall execute a Special Power of Attorney appointing, Dominic Raphael Thomas Heanett ig. ae as the Company's attorney-in-fact to act in place of its President for ‘the purpose of executing ‘the document entitled ‘Aircraft Finance Lease ‘and Conditional Sales Contract’ and related documents by and between the Company and Arbuthnot International Leasing Limited." I further _ certify that the attached document entitled “Special Power of Attorney" is a true copy of the Special Power of. Attorney % , appointing Dominic Raphael Thomas Bennett attorney-in-fact for F.B. {,—™~ — Transport, Inc. executed by its President, Peter Hunt, pursuant to \ ‘the authority of the foregoing resolution. Dated: April 6, 1987 fbt.cos:fbtPC .«. a wl 3 a — = paces eee nen , ee EFTA00278097

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FAA AIRCRAFT REGISTRY fi] CAMERA NO, & y ; at : a* ~ gett oe. - \ ; u's ‘ oe oe . : 4 , ; ht. * ; Sous ; 3. -* whe oi One a : - , j aoe p awe , oe - os a : = rae F . . 63 wn = : . 7.58 "Ps te : . . tbe ' wes a nesey i See a - aut! Oe Anan Sarre en tel boty ots “h.8) 4 fer * * wy : Pe PA? { a) a i f { f hoy 3 . Lot Wd ' rs ¢ . : ‘ ‘ ‘ i: ‘ t ft 4 “i fs RB re Bh ‘ ‘ a ~~ oes cca 2°; ve >t i r . ‘ ; ! j ’ Me \ { "3 . ‘i 3" i fis § t ‘ ’ Peepypire the age 5 x é rps ‘ . Lteepeir gy pe wera ’ oe Mel. 2? P . OS VIMO LIQ YRORWINO: | pe Hy 60 81 2) BoP . ABASIDGD LAVROBIVVY os HAMA G33 ZOWVAZANOD ~ EFTA00278098°

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————— ) FAA AIRCRAFT REGISTRY CAMERA NO, Fe Sane Geen OPORRECOEDOTERESESERASEREDE Heenseeoeeeeeterneeeeneeeeee poa:d:fbtPC ° YW DATE: 6 7-87 | z Ra a “000GC00001 63 ‘SPECIAL-POWER OF ATTORNEY F.B. Transport, Inc., a Nevada corporation with offices:.c/o Hunt and Hunt,-115 Sansome Street, Suite 600, San Francisco, Culifornia 94104, appoints Dominic Raphael Thomas Bennett of The Old Vicarage, White’ Notley, Witham, Essex CM 8 1 Ry as its attorney-in-fact to act in. place of ‘its President for the purposes of executing the document entitled "Aircraft-Finance Lease and Conditional Sales Contract" (the "Contract") by and between F.B. Transport, Inc. and Arbuthnot International Leasing Limited concerning —that -certain—Boeing~ 727-100 ~ Aircraft, serial number 20115, FAA Registration No. N505C, and three Pratt & Whitney JT8D-7B engines with the respective serial numbers P648772B, P654373B, and P654564, and such other documents as said attorney-in-fact may consider necessary and’ desirable in connection with the trensaction contemplated by said Contract. Said attorney-in-fact is further granted full authority to do all acts as said attorney-in-fact may consider necessary and appropriate to the exercise of .the foregoing -powers, including full power of substitution and revocation, and F.B. Transport ratifies every act that he may lawfully perform-in exercising those powers. This Power of Attorney is granted for a period of one month and ~ ‘shall becume effective on March 25, 1987, .and shall terminate on April 25, 1987. Dated: 2( Match SIGS F.B. TRANSPORT, INC. 7/7. PETER HUNT, President STATE OF CALIFORNIA ) ss. COUNTY OF SAN FRANCISCO } On this 3/S¢ day of Ah, 2¢#_, 1987, before -me, APRIL E. SWARTZ, a notary public, personally appeared PETER HUNT, personally known to me to be the person who executed. the - within - instrument as president of the corporation--therein named and acknowledged to me that the corporation executed ‘it. * APRIL E. SWARTZ. °¢ Notary Public for the State of California My commission expires: -February 16, 1988 - OFFICIAL SEAL APRIL E. SWARTZ a3) NOTARY PUBLIC CALIFORNIA a) CITY & COUNTY OF SA’ FRANCISCO My Commission expues Feb. 16, 1988 Grveereppeseceestasm I=} “EF TA00278099

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4 DATE: G “YIMO‘ALIO “HORKTNO apa og ake ; -: AUASISTU LAVEORD VEZ HA Sad BONVAZANOD ee - i Sh tear tee ~EFTA00278100

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PAA AIRCRAFT REGIS TRY went sl Deiat a 2 rem bie. , DEPARTMENT OF TRANSCORSA iS nad ae BIL ORSD y FOR AND IN CONSIDERATION RS Seer UNDERSIGNED OWNER(S) O THEAPUCI AND BENEFICIAL TITLE OF THE AIRCHA CRIBED AS FOLLOWS: PS} t UNITED STATES ee aarEes REGISTRATION NUMBER Nsosc Pending = AIRCRAFT MANUFACTURER & MODEL BOEING 727-31 , =! AIRGRAFT SERIAL No. 20115 ————S———————eeananaY OF | ae poss THIS 6TH DAY OF APRIL, 19 87 HEREBY SELL, GRANT, TRANSFER i] 4 DELIVER ALL RIGHTS, TITLE, AND INTERESTS | 68 WN AND TOSUCHAIRCRAFTUNTO: |S BOW AA NLY AMEANDADDRESS Pi Serre SM (er mworviguan(s), OVE LAST AME, TIRST KAMER AND moore pay} ) iu 50 AH 287° : ARBUTHNOT LEASING INTERNATIONAL PERE RAS 131) FINSBURY PAVEMENT “FEDERAL AVIATION ~ LONDON EC2A 1AY ADMINISTRATION” ANCLAND be “ wate, . 2 < “a PURCHASER —— DEALER CERTIFICATE NUMBER UCCESSORS ’ ANoTO 3. SUESGTORS, ROMINIGTRAFORS, AND ASSIGNS TO HAVE AND TO HOLD CINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TesTImoNY WHEREOF WEHAVE seTOURVANG anv Seat SHIs 6TH OAY orAPREB 87. NAME (5) OF SELLER FIGNATUAE (3) ; TITLE (rv¥Pa0 of rainveo) ‘fw ine) (ef execuveD {rveao oF painreo) ror coowneoe) ali MusT - aren, ACKNOWLEDGMENT. (not mzQuInED FOR PURPORRE OF FAS RECORDING: VOWEVER, MAY Sa MEGUINED wy LOCAL LAW FOR vatiorry OF THE ernumeny.) ORIGINAL: TO FAA , Ae ane , Rc FORMA 8080-2 (8-85) (0082.00-629-0002) ae ad Sen - 4 -~ . ' ~ EFTA00278101

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FAA AIRCRAFT REGISTRY CAMERA NO, | DATE: 6 ~ LF + 87 aC ee. ’ Fae ~ twigs 7 : ae iT Te gta oa xX 4 ‘al yea ty AR tom reonawe.28O V's? Lg AREY N85 N50 poco tein dae So Re ero ae Pea ote vache eae Wy Daa" 2eue | sc . . m ry ® J Ae red . 2h & ‘ ‘ ‘ , ‘ : : ito. oeide- can teiinngh WTHO "A AO VK OHY ‘10 LRH 80.) 24 By ' AULSIOZY “Lavuayiy va HLA gaia BOWVASANOO:.. ae me morta ore Se ALON a eS > Re eee CREE EFTA00278102

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2 eat ATECRAPY REGISTRY MERA NO. //Y DATE: 2 - 70 ETERS CASSIE = ad Ae “CERT. ISSUE DA é an ISTRATION MUMS | S.020487 } Kd FOR FAA USE ONLY 11 Individual 0 2. Pritneiship 13. Coporaton 0 4. Co-owner 05. Govt O 8. Foreign-owned . ‘ ° . . Carporation D ania) shown on evidence o| ownersiup. | ind: F. B. ‘Transport, Inc. ’ 956-4600_ iling address Tor first applicant listed.) © c/o Peter Hunt . Number and street: 115 Sansome Street, Suite 600 . — P.O. Box: STATE California (oO CHECK HERE IF YOU ARE ONLY ‘REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. A talse or dishonest answer to any in this application may be grounds for ‘punsshment by fine and / oF imprisonment (US. Code, Title 18, Sec, 1001). : ‘3. col ; - CERTIFICATION 1AVE CERTIFY: (1) That the above aircraft ts owned by the undersigned applicant, who Is a’citlen {including corporations) of (he United States. B Marvin J. Colangelo __ Marvin J. Cohange<°—__—_———" (For voting trust, give name of trustee: 2. CA residont allen, with allan registration jem 1-181 oF Foe 1-881) NO. ————— b. Da foreign-owned corporation organized and doing business under the taws of (state of jon) ——— and sald aircraft is based and primarily used in the United States. ords of Might hours are gvaitable for inspection ae {2) That tho alreraft Is not ropisiered under the jaws ot any foreign country, and (3) That tegal evidence of ownership fs attached of hes been filed with the Fodera! Aviation Administration, NOTE: If executed for co~ownership all epplicants must sign. Use reverse side it necosssry. NOTE: Pending receipt of the Cortiticate of Aircraft Ropistraion. the aircraft may be operated for a period not in excess of GO days, during which wmo the copy of this application caust be carried in the sir- ~ EFTA002

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mie x, _ FAA AIRCRAFT REGISTRY _CAMERA NC. a: ¥ DATE® 3 ting : ba _ minis Se ae VHOHYT! #0 ANON ND cee | MP : Mal a9 LAMY Te a JONVASANGY « “~ & ~~ $ x. EFTA00278104

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FAA AIRCRAFT REGISTRY | CAM : Ee er ne - . OMe NO, S4-mocrs UNITED STATES OF AMERICA <=: . ° .., DEPARTMENT OF TRANSPORTATION rrceas, avaron asuamstnanes ; 4 \ 4 is ERA NO. //Y DATE:| 7 - roma arrroveo: AIRCRAFT BIL FOR AND IN CONSIDERATION OFS 10)$0.V.C. THe . . [4 - UNDERSIGNED OWNER(S) OF THE FULL LEGAL “ . AND BENEFICIAL TITLE OF THE AIRCRAFT DES. CRIBED AS FOLLOWS: . S 6 9 5 5 4 . -' UNITED STATES REGISTRATION RUMBER N 505T Uv AIRCRAFT SERIAL No. CONVES ANCE Cr ) DOESTHIS 18th DAY OF Vanuary,!9 87, " HEREBY SELL, GRANT, TRANSFER AND a ae DELIVER ALL RIGHTS, TITLE, AND INTERESTS F . Rai. ' ° FeBonrat trys lo HN AND TO SUCH AIRCRAFT UNTO: ; EoNrA AU feb | NAME AND ADDRESS ° . Lo . {ir inpiveovat(s), ove Last Wane, Finer NAME, AND serDDLe mf D Linas rial 10 N ADMINISTRATION a | PURCHASER . Sontag CeRTInICnTE NUMBER $s ANOTO . ‘ AND ASSIGNS TO HAVE AND TO HOLD SINSULARLY THE SAID AIACRAFT FOREVER, AND WARRANTS THE TITLE THEREOF, ——— IN TESTIMONY WHEREOFW@ HAVE SETOUIMAND AND SEAL THIsIBthbayY oF Jame 87. , NAME (S) OF SELLER SIGNATURE (5): TITLE (tvraD of Frinzen) (inin«) (ie axmcures (v¥rK0 On rninreD) [> Tenneco Inc. ‘ reHir, ALL mUeT ACKNOWLEDGMENT (nov meouimeD rom PuRPoeR= OF PAA A#RCORDING: HOWEVER, MA @& REOUINEO BY LOCAL Law FOR VALICNTY OF THE INeTRUMEN.) ‘ 379 2° L/lyf67 ORIGINAL: TO FAA AC rome euso-a (4-76) (vone-san-sooa) , te " . ee eee 1 ‘ 5

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FAA AIRCRAFT REGISTRY _ CAMERS NO. LY DATE: le Hd th | gy Nt Vg idia cad TORYASANOD EFTA00278106-

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aN; aE 4-93-25 ff DEPARTMENT OF TRANSPORTATION — Federal Av_stioft-Adntinistration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS » " ct ‘x ey Serial Number : . fa; $253 teccatass Ee} . issue Date . . : This is your authority to change the United States registration number on the above TENNECO INC . - described aircraft to the spacial reristration number shown. . {: 17795 J F K : wert Ly baie. wt, sh ‘Cary duplicate of this form. in the aircraft together witt’ the old Yegistration ce. tificate ies HOUSTON TX 77205'..: ft ee a as interim authority to operate the aircraft pending receipt of revised cerlvicate of > . retro . . registration. Obtain a certificate of airworthiness from your nearest Flight The tatest FAA Form 81306 on file is dated 063069 The airworthiness classification ond category STANOARD 4 SIGN AND RETURN THE ORIGINAL of this form to the FAA Aircraft Registry, within 5 ¢ after placing the special registration number on the aircraft. A «< J revised certificate will then be issued. Unless this authority is used and this office so notified, the authority foruse of the special number will expire oWARCH 10 1981 : . , . ° ale glecial regi i yhber was placed on the aircraft describe - & — _ (/ . x Aircraft Registry ea - f- Box 25504 : _ 2 -¥ | Date Placed on Aircratt - — an 7 Ohishoma City, Okishome 73125 | Bre hea ooo 4 Pe Tae Jaemiomerer || || titi Titty. Pee TTT ees TTT TTT TTT TTT bree DE Kets Teal "AC Form 8050-64 (4-80) i 2 | ie i 4 We, hain testa ih Diem

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eee eee a - ot BIO Lt oC yonatsiong Gt 30° asi At “ 2 eAasin in HO « ee FADE 30 THIKK' 4 oer re=Sst aes + “reas. CRORE r:. 020 ell 1 gp ast : “Ww gogaaat, A AL eeTTL | XT! MOTZU0A “@30£80 ‘QnROMAT?. * a: ye! vir yosiaw” ieee ve og _ Al Gnd tint: ~EFTA00278108

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oe Ce ay er aM | “ronm. APPROVED one no. 04-0076 .~ -) UNITED STATES OF AMERICA ocpakrment OF TRANSPORTATION ~FEORRAL AVIATION AOMINISTRATION AIRCEAFT REGISTRATIO APPLICATION CEAT, ISSUE DATE UNITED STATES 0 REGISTRATION NUMBER N ¥899) : ; TYPE OF REGISTRATION -{Check one box) CII. Individuat . [[)2, Partnership’: [99] 3. Corporation - Ce. Co-Owner .. [[]5, Gov NAME OF APPLICANT (Person(s) chown on evidence ico of ownership. If ind vidual. give last name, name, and middle faleial.)'- ; Tenneco Inc. |_| CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS. ATTENTION! Read the following stotement before signing this application. A false of dishonest answer to any question in this application may be grounds for punishment by ~ fina and/or imprisonment (U.S. Code, Tle 18, Sec. 100%). --. TU See . CERTIFICATION WE CERTIFY thet tha above described aircraft (1) is owned by the unders ticant(s), fs > is/are citizen(s) of the United States as defined in Sec. 101 (16) of the VA viation Act £958: (2) Is not registered under the laws of any foreign country;. and. (3) legal. evidence of ownership Is attached or has been filed with the Coderat Avistion Administration. : IC ATION MUST IGNEDO IN INK. NOTE: Pending receipt of the Certificate of Aircraft Registration,’ the sirerat: may be: Operated - for a period not in excess of 90 days, wing which time the PINK Cony ‘of this <corention * must be carried in the aircraft. , . Mm yun 20 r994 PO” & MODEL ; Boe =) 48 042081 ~ EFTA00278109

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t AQsc8F 'V1X0 "A119 VHOHYT > 103 ‘an 4 were a AULS HAIMA XN. ooP ores dete en Raabe 4 EFTA00278110

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UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION srretmn avintrom commer ention AIRCRAFT BILL OF SA FOR ANO IN CONSIDERATION O UNDERSIGNED ‘OWNER(S) OF THE FULL LEGAL AND SBEWEFICIAL TITLE OF THE AIAGRAFT DES- CRIBEO AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 7893 AIRCRAFT MANUFACTURER & MODEL “Boeing 727=31 AIRCRAFT SERIAL No, ‘HEREBY SELL, GRANT, TRANSFER AND “DOFL, .VER ALL RIGHTS, TITLE, AND tNTER IN AND TO SUCH AIRCRAFT UNTO: AME AND ADDRESS fer pnorviouac(s}, Give LABT KAME, FinST NAME, ANO MIDI > o =z = » = = TENNECO INC. Tenneco Building P. O. Box 2511 Houston, Texas 77001 PURCHASER fonm arrnoven: | Ome nO, ce-mocrs Ht ¢ 2 x: KAUR K AND ASSIGNS TO HAVE AND ba] HOLD : SINGULARLY THE SAID AIRCTA’ SF LFonrvan zane WARRANTS THE TITLE THEREO ' TESTIMONY WHEREOF a 1t8 up AND SEAL THIS 72 tay aeP a07 . * NAME (S) OF SELLER (rvreo on PRinteo) SELLER Tite (vvea0 on rainrao) ACKNOWLEDGME A WEGuinko ron fumPoeES OF FAA necompinar HOWEVER, MAY BE REQUIRED @Y LOCAL LAW FOR VALIDITY OF THE InaTRUMenrT.) ORIGINAL: TO FAA AC FOmm sosee (e-7e) (ooms-e2e-e002) im FTA00278111

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i te Bo Ah wt \f ag 4 191030 ad iia aia a > —_ > @© o x o = x =

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| CO ra er 8 Pe IN rn ree ee SSS es aoe ns = eae os = 8 Boe ORE Eth Eo a UPS lett ° /O-| Tenneco inc Cs rrressemr.xareoy ove (713) 443-3550 Q 27 OCT * oe on Septenber. 19," 1980. * Federal Aviation Administration Aircraft Registry Branch’: * Box 25082 ahoma City, Oklahoma ~ 73125 . _ - Dear Sir: ve! oe .. This. is to request that the following changes be made iin the registration - of our Boeing 727-31 aircraft, manufacturer's serial number 20115, FAA License a4 . Number N7893. _. , og (1) Remove N7893 - - . 7 Ne _ (2) Assign our reserved i special registration number N5SOST. Rar to ft | % i Ee) ie , ec: NJ. 1: * . a R.M. Liddell H G.A. Saling ; : R.J. Finn d J.H:i Bacon i é | iF es LYEN 117A 0/7e bee thaw iste va edt ha Ps fn Se COREE IOTY Ore am CNY AE Ceara mee Ss Lads . - : a ce . . > . rc _* . . °F ; a oe wow etree oat i 2 - Sensnomne ! EFTA00278113

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detee) Petes Tate neged ond em i a = fin pF AE wre TIO LLP OE e at a N93119 N890TW N891TW N892TW N893TW N894TW N895TW N94314 N64315 N54333 N54 334 N54335 N54 336 N54 337 N54338 N64 339 N54340 N831TW N833TW N839TW N840TW N841TW N84 2TW ‘NOG4TW NB45TW N846TW DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION . CROSS-REFERENCE—RECORDATION © . LOCATION S a ee TYPE O?7 CONVEYANCE THIRD SUPPLEMENTAL IND: _ J rnom | TRANS WORLD AIRLINES, INC. TO OR ASSIGNED TO THE BANK OF NEW YORK (SUCCESSOR TRUSTEE) N847TW N848TW N849TW N850TW N851TW N852TW N853TW N854TW N855TW N856TW N857TW N858TW * N859TW N889TW N7890 N97891 N7892 N7893 N6720 N6721 N6722 N6723 N67 24 N6726 -N6727 N6728 = N6729- N796TW N86740 N7971W N86741, > N798TW _ N746TW. N799TW ‘N747TW . -N789TW N748TW N786TW N749TW N788TW N750TW - N791TW N751TW N792TW N752TW = N1793T N7541W N794TW. N755TW sN764TW. N756TW ss N76STW N758TW | sN766TW N759TW ss N768TW N6763T N770TW : N6764T N7711W N6771T N772TW N781TW = N18702 N782TW =—-N18703 N7B3TW N18704 N784TW N8705T N785TW —-—-N18706 N6789T ~ N18707 N6790T 818708 N79STW)- -N18709___ : RECORDED CONVEYANCE FILED IN; | AC FORM 6050-23 (10-78) (0032-00-581-ee00) ENTURE This form fs to be used in cases where a con covers several aircraft and engines, propellers, or locations. File original os of this form with the recorded conveyance and a copy in each aiseraft folder Sor oledk. a ; ae 7a ‘DATE EXECUTED __ APRIL 15, 1980 N93129 BOEING 747-231 SERIAL NUMBER 20083 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE, CRAFT (List by registration number) N18710 N18711 N18712 N18713 N28714 N8725T N8729 N8730 N8731 °— * N8732- N760TW N773TW N774TW N775TW N778TW . N779TW ‘N780TW - ’ 'N793TW: N31001 .N11002 N11003 N11004 N11005 N11006 N31008 _.N31013 MAKE(S) . SEE ATTACHED mo, PROPELLERS : SPARE PARTS — LOCATIONS . TOTAL N31014 N31015 N41016 N15017 N31018 N41020 N31024 N81025 N81026 N81027 N81028 N31029 N31030 N31031 N1059T N1060T | - ' N1062T , N1064T N1065T , N1069T : SERIAL NO. DOCUMENT NO. 226122 TOTAL NUMBER INVOLVED 669 SERIAL \, TOTAL NUMBER INVOLVED TOTAL NUMBER INVOLVED : | MBER INVOLVED 150 | i FAA AC 74-3985 | - . \ ~ EFTA00278115

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wt Lo eT paeaie at * POMPADAO VER ea] “———: a. « 1S SMM RO. oe ne RTE EE =

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so ero? Paths detmtetet Sie Aon tar hemintng 2 naa etal Ene aa ena onan ot aa tee at soorw|N si2TW . jChattel Mortgage, Docs.. oon ee NTI nw nT NR eT ane fmm mt Se entation ee nnn ene enya ert ee ents etree Meme pe me ae DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION |: >." “CROSS. REF. ERENCE—RECORDATION - ; * This form is to be used in cases where a conveyance covors several aircraft and eagines; propellers, or locations, File original * of this form with the recorded conveyance and a cépy in ench aircraft folder involved, TYPE OF CONVEYANCE Supplement #2 to . SEB TONVEYANCE NO....... FILING DATEtun. DATE EXECUTED 1-1-7 9° DOCUMENT NO, X069019 DATE RECORDED 1-10-79 “pvis072 and ibe” oH FROM . Trans World Airlines,. Inc. “TO OR ASSIGNED TO Marine Midland Bank. THE FOLLOW!NG COLLATERAL IS COVE AIRCRAFT {List by ragistration number) \ TOTAL NUMBER INVOLVED : 63119 |N Si0T WIN 7893 [IN 756TW\N 1793T IN 18713 :!N 31015 5 iN 1059 | - |N SaiTW||N T58TWIN 794T WIN 28714 N 41016'N 1060T! IN 6720 IN 759T WIN 762TW!N 87257 | N 15017 'N 10617! x THE CONVEY CE; S . = 4 Sl ‘SolTWIN STW IN 6721 _IN‘6763T |N 763TW|N 8729 -|N 31018 N 10627 | N s92T WN SisTw IN.6722 IN 676xT [IN 764T WIN 8730 | N 41020:N 1064T| N sosTW\N Si6TW N 6723 -|N 6771 65STWIN & N 31024,N 1065T N sgiTw'N Si7TW N 6724 = |N 7a1T WN T66TWIN 6732 | N.81025/N 1066T; N s9sTW N sisw iN 6726 [IN 762TW|N 767TWN 760TW | N 81026/N 10677 | “ N suo WIN 6727 ye resTW|N zesTWN T73TW | N 81027 7'N 1068). N 94314 .N SsOTW]N 6723 |N zeaTW|N 770TWN 774TW|N 81028|N 10697; - _|N 64315 .N S51TW)N 6729 [IN 785TW|N 771TWN 775TW! N 31029 N 10707 N 54835 _N S527W]N 86740 |N 67s9r |N 772TWN_. 77ST W | N 31030 (N 54324 4s Sa3TW:N S6741 IN 6790 N 779T Wj N 31031 (54333 IN S54TW N T46TWN 795TW N 18702. N 780TW)}N 1056T |N 54336 (N S5dTW ON 747TW\N 7T96TWI|N 18703 N 793TW! N 1057T IN 54337 IN 856TWiN 748TW)|N 7977 VN 1870 WN 31001! N.10587']: N 54338 (N SS7TW|N 749TWIN vost WN 8705T WN 11002. . sx 64339-IN 85SLWiN 750TWIN 799TWIN 18706 NW 11003} iN 54340 N S59TW|N: 75UTWIN 789TW/N: 18707: N 11001.” i a sSOTW) N 7527 IWIN 14791 |N 18708 N 11005: (N S31TWN 7590 |N 75sTWIN T86TW|N 18709 N 11006 x S33TW N 97891 |N 755TWIN 78STW)N 18710 ‘N-31003' N 839TW N 7892 “N WULWIN 18711 Nt 31013 | -N weTW!N 18712 LN sii]. a a ee 66848 SERIAL 658483 et 7 662249 et al NO. ; 48772 et al 10047. et al MAKE(S) Pratt & Whitney JT3D.° Pratt & Whitney: JTS f t ITS ! Pratt & Whitney JT9D° * Rolls Royce RB211 1, Aan RAO PACES TOTAL NUMBER INVOLVED MAKE(S) geniat SPARE PARTS — LOCATIONS TOTAL MBER {NVOLVED RECORDED CONVEYANCE FILED IN; N93119, Boeing 747-231, s/n 20083 ¢ ‘AC FORM 505023 (10-78) (0052-00-582-6000) PAA AC 76-2008 &., rare nn Pra erere ees ane wean! k. SLO e era ann et nl ann 7 =~ ~ “& EF TAO02781 17

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Kemet - Td My 29° GBT}: e nN i ® @ L a) : hk Ms Rar. - UE . . . smo : . aa : . WD oe . wi ™ z ‘ e* ~ . ae: ;° = ‘ . : > 5 . - Bi tin ~ ‘ - . 2 a t t y { vy ; es . “~, - ._* ° - e , oy OS Berev Ses ’ <b cd “eRe * RS. : aid tet Teo a ee oe _ Re vs ee ik _ ee as Ste a aad ig irene EFTA00278118

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FN m= — ye op 7g ee pce tember ee. Bakes He iebe ned FORM APPROVED, OMB No, 04-R0076 i ' UNITED STATES.OF AMERICA — | IOEPARTMENT OF TRANSPORTATION —FaDERAL A'TIAT q 0 1 8 9 6 t AIRCRAFT REGISTRATION AP ul AT ON TYPE OF REGISTRATION (check one box) ((] 1. Individual ( 2. Partnership KX] 3. Corporation (7) 4. Co-Owner (J 5. Gov't. NATIONALITY AND REGISTRATION MARKS 15 7898 AIRCRAFT WAKE AND MODEL Oeino 797-31 01097 9 AIRCRAFT SERIAL No. 20115 . 4 FOR FAA USE ONLY TAME OF APPLICANT (Person(s) shown on evidonce of ownership; If individuol, give lost name, first nome, ond middle initial.) “Trans World Airlines, Inc, CERT. ISSUE DATE gl Route: Cl ’ CHECK HERE IF ADDRESS CHANGE (No fee required for revised Certificate of Registration) ATTENTION! Read the following statement before signing. this application. : A false or dishonest answer to any. question in this appication may be grounds '§ er fine and/or imprisonment (U.S. Code, Title 16, Sec. 1084). CERTIFICATION 1/WE CERTIFY that the above described aircraft (T} is Gwned by the undersigned applicant(s), who is/are citizen(s) of the United States as defined in Sec. 101(13) of the: Federal Aviation, Act ef 1958; (2) is not registered under the laws of any foreign country; and (3) legal evidence ef [y ownership is attached er has been filed with the Federal Aviation Administration. BE SIGNED IN INK. #3 =o <5 ez 35 NOTE: Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for @ period not in excess of 90 days, during which cine the PINK copy ofthis application 4 EFTA00278119

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saya [Alls YOu Teo ‘gL Wdos 2° 820 very dy LtVwouly nLiA Gis SoNVASNND fr ve 7 ~EFTA00278120

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rome Arrnovec! | * OM@ NO, coments _ UNITED STATES OF AMERICA: ‘ .°* ze : b DEPARTMENT OF TRANSPORTATION PROT Re Aviation a: ore. e. : __- alncrarteittor sale O 0/0 0 1895s FOR AND IN CONSIDERATION OF 4 (S) OF THE FULL LEGAL UNDERSIGNED OWNER AND BENEFICIAL TITLE OF THE AIRCRAFT DES. CRIBED AS FOLLOWS: AtcisTnATion vasecn 7893 AIRCRAFT MANUFACTURER & Monel, ng (727-31. " AIRCRAFT SERIAL Wo, uo — 20115 = : DOES THIS -DAVOF ‘San. -19°71a ~ HERESY BWA XHANE, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERE! <5 + és. IN AND TO SUCH AIRCRAFT UNTO: AME AND ADDRESS - D (ie inprviouvar(s), orve Laey Naa, PINT NAME, AND mibbLe twitian.)} nergar > i=] s wer) 3AN09 ny ite In This FAA USE ONL gld2t 2 6 aye 2 03045.) ONVA3 bl F Trans World Airlines, Inc.* , PURCHASER DEAL A BT. E.NUMBER P : CFORT RSM hate PORT, AND ASSIGNS TO HAVE AND TO HOLD ANDTO its XFOR : SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. e SET Lan AND SEAL THis | pay onan 99. i TITLE (vveaD of eninrac} IN TESTIMONY WHEREOF SIGNATURE (S}-, *) (ie axecurap NAME (S) OF SELLER (treme ob rminvan) Trans World Airlines, Inc Wee hed: incorporated vj eee P é ACKNOWLEDGMENT (nor aaaumen ron PURPOSES OF FAA MECORDING! HOWEVER, MAY BE REQUIRED @Y Local Law Ron VALIOITY OF THe insreusany.) ™~ @ *itcorporated in 1978 under the laws of Delaware: ORIGINAL: TO FAA me ys : : AC Tome sene-n (s-70) (ooes-e2s-e00r) Bn ~EFTA00278121

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x Yo" Rio, WO AVIND. yi gk. Wd 9 E 230 (Sidsd pavutoly Va “WLR gad JONVABANGO oe: a pe 10 yi : wy Rare! weed ~ EFTA00278122

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... DEPARTMENT OF TRANSPORTATION a FEDERAL AVIATION ADMINISTRATION * CRUSS-REFERENCE—RECORDATION This.form s to be used in cases where a conveyance covers several aircraft and engines, —_' or locations. File original of this form with the reconied conveyance and a copy in each aircraft folder involved. = OF CONVEYANCE . - * Supplement #/ to Chettel Mortgage, Doc SEE CONVEYANCE N' THE FOLLOWING COLLATERAL COVERED BY Ti CONVEYANCE: ° : _ AIRCHA?T (List by registration camber) . TOTAL NUMBER INVOLVED 170 N 93119 : N s0TW N 7893 N 156TW N S773T N 18707. ..N 11004 WN 1056T oe N.S41TW, oe AN 58T WN -5774T “N 18708 :: iy 11005 . N 1057T N ssdTw \ eS” IN Wott .N 786TW |N 18709 -'N 11006 © N 105ST N s9iTw N N 6721 °°! N 67630 ° .N 788TW jN 18710 iN 31008 N 1059T JN g92oTW N 845TW ON 6722 N.6764T N 791TW |N 18711. (N 31013 - yy iogot N so3Tw N s#TW oN 6723 Ne7iT N 792TW |N 18712 — \N s1o14 N 1061T N gaTW N s47TW N 6724 - NW 7e1TW. N1793T :N 18713 {N 31015 - yy ogot N sosTw N s48TW N 6726 nN 7e2TW NN 7$TW N 28714 .:N 41016 wr aga ; ; N s4s9Tw N 6727 - ‘N 783TWw . N 762TW iN 8725T ‘N 15017 NW 10857 _N ss0Tw N 6728 Netw ON 763TW . 'N 8729 N 31018 ow 10667 ‘NW ssiTw -N 6729 N7esTw N 764TW .N 8730 - N 41020) w jo67T N N N heute bate ae roe . * . "* . ’ (\ a ——. + = ee ‘ eas ae ) ' « + orne ae , . . e Oe ee ee ee ee ee eh ee oe RE . . ° . ‘ _N s52TW j|N 86740 N 67sot = N 765TW ‘N 8731 . N 31024 106ST N 833TW IN 86741 y.6700T oN 76eTW N 8732. N $1025 . w isegp N asatw IN 6TW N7osTWw N 767TW N 760TW N 81026 wy jo707 ‘Nn sssTW N T47TW N 796TW ON TesTW NM T7STW UN 81027 N gseTW IN T48TW N 7o7TWw N T70TW ;N 774TW 81028 ‘MN ss7TW iN 749TW N 798TW. N 771TW | N775TW |N 31029 N asatw 'N T0TW N79rw N.772TW .NTi8TW ‘XN 31030 .N ssoTW weurw | nae /N T79TW N 31031 N ssorw N 759Tw N 7e9tw N 18702 .N-700TW ys N7s90 NT5#TW N14791.. N 18703 NW3TW =’) | N 97ao1° N7ssTW N1s7i3 N 1870 ‘'N31001 8 (Ni0s3sT » Nosrmv-. N 8705T ~N11002 - N 10547 ‘Ns7maT —-N 18706 - |N 11003 -N 1055T Se Se TOPAy Neen, OUTED TOTAL 19 SE St INVOLVED Do AC Form 8050-23 (11-73) oe EFTA00278123

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ea ES Seta tere eneet ee ervetincse separtnecsv Pt seveseerteere nanen erent 7 : : RL oO . abet ak slate how. ve. F cual & J . - | | | : . é. . ! . . $ 7 : ’ . im i ’ . , . ; i* % ‘ o i ° . °° . ® - . ) . ‘ fa et @° \ x Lic. | Ne . ? yar e Fee ¥ a 9S ‘Ge 5 ae a. . . . | ' . A . $ . rs 2 e 4 5 . Se | «:! . % : wet . 4 . . oF “ : 4 4 © .? tee é . “ ‘ ; ‘ oo . 4 we . x ‘ . = . ‘ ‘ ; ‘ ‘ % . ° £ 4 i as 4 , ' eisie . 4 3 ‘ * Rios. » - 8 . a ® ’ & H By : . g a ‘ . . Fi . . 4 . b& . . ' net ; . Pat sy s f 6 , . ; whe. . , . ; : ane . é } * 4 ' ‘ ’ ? ‘ _* Re we . ‘ " a e ‘ ' . * . ” . r 9 ., a ‘ 1 . . le op * \ foo gery . . % ' . . —< : - } ' . att ee « . ‘ is ¢ Miia na % ‘ Soi mosey bo ee oe ~ EFTA00278124

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é DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—-RECORDATION . This form fs 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 Chattel Mortgage FROM . _ Trans World Airlines Inc TO OR ASSIGNED TO Murine Midland Bank THE FOLLOWING COLLATERAL AIRCRAFT (List by registration number) § COVERED BY THE CO TOTAL NUMBER INVOLVED 1 ‘N 98119 | N s90TW N s91TW N.s92TW N 893TW. N 894TW N 895TW N 840TW N s4iTW N s42TW N 844TW N 845TW N 846TW N &47TW N 848TW N 849TW N s50Tw N 851TW N 852TW N 853TW N 94314 . N 64315 N 54333 N 54334 N 54335 N 54336 .N 54337 i\N 54338 N 64389, N 54340 . N sssTW N 8s6TW N 857TW N 85sTW N ss9Tw N ssoTw ‘N 831TW w 7890 N 833TW w 97891 N 854TW | N 756TW iN 758TW N 7893 N 6720 N 6721 N 6722 N 6723 N 6724 N 6726 N 6727 N 6728 N 6729 N 86740 iN 86741 N 146TW N 747TW iN 748TW N 149TW 'N T50TW ‘N 751TW N 759TW N 754TW | N 6763T IN 67647 ‘N 6771T .N 781TW iN 782TW (N 783TW iN 784TW ‘N 785TW iN 6789T 'N 6790T N 795TW iN 796TW N 797TW N 798TW 799TW IN 78E9TW 'N 14791 N 16713 N 67717 -N 5772T N 57737 N 5774T N 786TW -N 788TW: N 791TW N 792TW N 17931" N 794TW XN 762TW N 763TW N 764TW N 765TW N 766TW N 767TW N 768TW N T70TW. N 771TW N 772TW | N 18702 ‘N 18703 . N 18704 N 8705T ‘N 18706 N 18707 N 18708 -N 18709 N 18710 N 18711 N 18712 N 18713 N 28714 .N 8725T |N 8729 iN 8730, 'N 8731 N 8732 N 760TW N- 773TW ..N T14TW | N TISTW LN T78TW _N 779TW -N 780TW | N 793TW ‘ N 31001 -N 11002 N 11004 | N 11005 N 11006 N 31003 ‘N 31013 iN 31014 |W 31015 - N 41016 N 15017 N 31018 N 41020 N 31024 N 81025 N 81026 N 81027 IN 81028 IN’ 31029 N 31030 N 31031 N 1051T N 10527 N 1053T N 1054T N 10557 N 1056T N 10577 N 1058T N 1059T N 1060T N 1061T N 1062T N 1064T N 1065T N 1066T N 1067T _N 1068T N 1069T N 1070T VENGINES, SSS SSCSCCSCCCC“*SYSCVOTAN, NUMBER VOLVED p x {2 ° I Bi e 4Q et Tet al FAA AC 74-3985 _— ~ EFTA00278125

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peatyere a a ATO WeEisy A VI TSTe 4 vary ae eilyar Tris. ~ EFTA00278126

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fA 11 AUG 1969 © FORM APPROVED, SUDOET BUREAU ND. 04-2076.) "” FEDERAL AVIATION AGENCY. 86 ‘1 AUG ] APPLICATION FOR AIRCRAFT REGISTRATION TTVPE OF REGISTRATION (Check one box) 1 1. Individual § 2, Partnership':.' [EYS. corporation A 4. Co-Owner-~ -E] 5: metered NATIONALITY AND. .- a. MAKE AND wOOEL ; AIRCRAFT SERIAL We “ REGISTRATION MARKS. ne tent NAME(S) OF APPLICANT(S) «Aust be some as Purchaser on Bill of Sele) if Indivldwelte), give pfomelsh, fist eamete, end middie nila). es "Trans World Airlines, inc. 0. fox, or Roret Route.) Kanges City International Airport -- ATTENTION! Read the following statement before signing this application. _ A false or dishonest answer to any question in this application one te erennds ‘tte punishment by ~ fine and/or imprisonment (U.S. Code, Titly wi, Sent h. Sot cenriFicaTion’ bate “WE CERTIFY. that the above described sireraft, (1) bs ‘jhnbe He the/ \endersignad applicants), ,-20. s/are.cittzen(s) of the United States as defined: in Sec. 1011}3) of the ent Aviation Act s “ot 1958; (2) is not regist foraign country; ang ft “onnershlp is attached e ecb Gals Fadia! avin ome > wah cadence -{-NoTE: If executed. for co-ownerghip all Dppiicants: wpti pig. ey fre pid ot nara of 30 doy ding with tne PINE copy o hie erento wet be carried in the alrcroft.

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pe rv aen dhs BST Ye Le Fed a ote be Te ee Sauesyvat e Mes Oy ah Ostnees > vieg tue aetevenss mergrater snows * ecg ow a Fe eames 4 ae b ne 4, : ri aegy oe JUL: we aera unr we - a eae °° SRLANQMA OITYVONEA : ty 2a ae Wel a ae Laat Yo ose “sees eas edema yearn becuase us al rear cen SSE) Pe gare rowdy abbjiga.dcgw . wee eed ee ae renee = sine meme as oleate ee Keveoa Crch Eon oe 4 | OPTED \suese “crea rurenurerousr r vrtbone ae! Vi aa he Teepe noxyg wWitiooe® oer > { ee ee EN a vs “postu Koqey Asi- ; ae i BTR es ae {ey LB CHLHVRIGH rn oes Pe Les ore eOrer. & W TT ve 1apa._ ~EFTA00278128

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a “ " 4.0 MB RP lls oo @ —eerss inp qupi’el, . DO NOT WRITE IN THIS @ocK FORM APPROVED-BUDGET BUREAU NO. 04 RO7e.a FOR PAA ONLY, 4 . _ UNITED SYATE® OF AMERICA o DEPARTMENT oF TRANSPORTATIQN — FEDERAL AVIATION ADMINISTRATION ._ * . AIRCRA : e) f T. . *ariel~ PARR 3! e}-p&et-) OTis LE Oo & 2 FOR AND IN CONSIDERATION OF 6 1.UOU* THE UNDERSIONED i 0 : . & oe = a r OWNDA(6) OF THE FULL LEGAL AND SENEFICIAL TITLE OF AIRCRAFT DESCRIBED AS FOLLOWS: ao AIRCRAFT MAKE AND MODEL ‘ Boeing Model 727-31 °° Bene CL ; MANUFACTURER'S SERIAL HUMBER MATIOMALITY & REGISTRATION WARES .- . ao Boy ree NVEYANCE TH 7am DAYOF 3 Uc 19 : . HEREBY GELL, GRANT. TRANSFER AND DELIVER ALL RIGMTA, we ‘ 0. Fe, 5 11-2 23 PH a8 “ TITLE, AND INTERESTS IN ANDO TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS : . (ip INDIVIDUAL(®), GIVE LAST NAME, FIRST WAME, AND: MIDDLE: ~ line FEDERAL AVIATION 605 third dewuee ADMINISTRATION EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND CERTIFIED THAT BAME 18 NOT SUBJECT - : TO ANY MORTGAGE OR OTHER ENCUMBRANCE EXCEPT: v4 . ' * ‘ * - SIGNATURE (8) . TITLE ' NAME(S) oF SELLER (IM INK.) (1 EXECUTED For (IF SIGNED FOR A CORPORATION, > (TYPED OR PRINTED) . O-OWMERSHIP, ALL MUST SIGN, PARTNERSHIP, OWNER, OF . ’ ™ knuwi to be the person acknowledged that he (0082-.828.0001) . toate a I EFTA0027812

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rift ALVA at ie MART Sa fee ARH ao tenito a * rhe T vane” er @r wWiG. + @O% Alt Ba 48 Aran ie ! Tv +8 maw Pwo et % aa Ger TPT FS AR Ae we 7 AM Gna fae Fraime, . . LE-FSy Lebo aK Ay? 2VH0 09 {. abralne® PR savin" Sg ee na { Li08 a 030A AOIIR j 7 eae aR em? BHO? .. 4 ; . ef S Te tN heed, - ae 8 A OMe Surat HOIF Ay bay 7 < ‘ ‘acevena:| : WCITART2iHIMGA son .aentfthA biroW ensx? . bs chesenlagegecueansé Cainheveleatnne J sunsvA Strid? eOd pote OLOOL #xo¥ weil etoY woul . : 6 ¥ wae. OT ARTE AA SEN ee Tian aways Ts NSA Ad Ba¥ Y$0 8 3UB 0, z : WAP: 99.52 vy" as - ie yPow rise i “Bonaner Janse se ee lens foetal comosa ) wo . ! i | “ out wi = * ays A KANO? DN BS Na OL CUE. ME PONS AN Dawes oe a FE 2). “ew bac ste kd save tl tnaaens sin Bet Garb Arey 389 oh cand +, ster to Bid Diss W Dns bo baa toa est Cif eg occps oft? Deluzete of teri? iwarsos : thse ne nas ein win ner ee et emenany wr eaten a ee ee = ng gee : : RE PETAR ANSE TN OPENER wk J Be Sedat satiate! ~EFTA00278130°

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Pre Sit aes Reference: ‘Trans World Airlines, Inc. - Please note that the Model 747-31C numbers TRANS WORLD AIRLINES ; Inc: ~ ~ MID-CONTINENT wiranniarionat auazoar wah ; ; KANSAS CITY, MISSOURI, U.S.A. 64159 June 10, 1968 . Federal Aviation Agency Aircraft Registry Department of Transportation _ P. 0. Box 25082 . Oklahoma City, Oklahoma’ 73125 Attention: ~ Mr. R. EB. Carroll New Aircraft Registration (a) (b) Subject: Telephone conversation, J. W. Bew and R. E. Carroll, May 28, 1968 : Letter, N..R. Parmet to L, G., Robinson, dated May 25, 1967 ar Gentlemen: : : has contracted for the Boeing aircraft as listed on the attachment. In the reference (a) telephone conversation . concerning these aircraft it was determined that’ the typed-in registra- tion numbers were available, an moor, . assigned last year by letter (reference b) have been dropped as have the “31C aircraft. New block numbers and registration numbers are as now listed:on the attached for the three replacement Model 747-31 passenger aircraft. Enclosed is our check No. G 064492 dated June 7, "1968 in the amount of $320.00 covering the registration fees. a : Please ‘notify The Boeing Tegistration numbers, Company: of ‘the assignment of the listed 1, ),,, Sta€€-Viee President, ~ 4! 1 Bquipment Development — Enclosure = er ee : “leary asia * ~ EFTA00278131

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Al. DATES 4-33-JS | i ae La hee wl ee ai a a Pina tdaane ad eta Lisle ' Wr wee

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TWANo, = — Register No, “S Serial No. : BOEING 707-13} 6740 | N86740 2 "200565 6741: - N86741 eG 80087 72-3318) Je \ "8729 N8729 ~ | AREY 20058° 8730 : 8730 "=. 20059 8731 oo NB731 --" 20060 8732 N8732. 20061 8733 N8733 20062 8734. NBT 20063 8735- NB735 20064 - 8736 N8736 20065 8737 | -NB737.- 20066" _ 8738 N8738 20067 1c 5712 -N15712. _» 20068 5713 - Ni5713.— : 20069 =31 N7890 . 20112 N97891 20113 N7892- vu, LOLS : ” N7893 oo 2OLIS |, 747-31 N53110 2 19676 N53111. -. . | (19677 N531IZ2.0 19678 BOEING 727-231 N94316°- Ss 20047 N64315, 200048 N44316 20049 N74317 “.~ 20050 N74318° > 20051 N64319 20052 N64320 - 20053 N64321_ “20054: N64322 20055 + NO4323 18k. (20098: ~°N64324° "f° 20099 eee ae eR pam Oe RA SE NN a see of e Sascha ttitiowa eve ee a Oo — EFTA00278133

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