EFTA Document EFTA01332942

U.S. Department of Justice United States Attorney Southern District of Florida 500 South Australian Ave.. Suite 400 West Palm Beach, FL 33401 Facsimile: May 15, 2007 VIA FACSIMILE Jack A. Goldberger, Esq. Atterbury, Goldberger & Weiss, P.A. One Clearlake Centre, Suite 1400 250 Australian Ave S. West Palm Beach, FL 33401-5015 Re: Subpoenas to JEGE, Inc. and Hyperion Air. Inc. Dear Mr. Goldberger: It was a pleasure speaking with you today. As we discussed, the deadlines for complying with the subpoenas to JEGE, Inc. and Hyperion Air, Inc. have been extended to May 29, 2007. If there are any categories for which no documents exist, please ask the Custodian of Records to provide a certificate of nonexistence of records. Also, following our conversation I received a voicemail from Lilly Ann Sanchez addressing the subpoenas. Since you have provided a written statement that you represent JEGE and Hyperion, I will assume that you alone serve as their counsel unless you tell me otherwise. With that in mind, pursuant to Rule 6(e), I do not intend to discuss matters related to these subpoenas with other attorneys. Thank you again for your assistance. B : cc: .B1 Sincerely, R. Alexander Acosta Assistant United States Attorney SDNY_GM_02762778 EFTA_00249621 EFTA01332942 ATTERBURY GOLDBERGER WEISS, JOSEPH R.ATTERBURY '1 JACK A. GOLDBERGER JASON S.WEISS •Board Certified Console] Trial Attorney }Member of New jersey & Florida Bus May 10, 2007 Assistant umtea orney Office of the United States Attorney Southern District of Florida 500 South Australian Avenue, Suite 400 West Palm Beach, Florida 33401 VIA HAND-DELIVERY JEGE, Inc. ("JEGE") and Hyperion Air, Inc. ("Hyperion') Dear Ms. Villafaita: 1 write as counsel to the above noted entities to respond to the subpoenas dated April 24, 2007, served, respectively, on those entities. I understand from Gerald B. Lefcourt and Lilly Ann Sanchez, both counsel to Jeffrey Epstein, that as a result of a telephone conversation had amongst you, Mr. Lefcourt and Ms. Sanchez, you are now seeking documents reflecting: I. Ownership of JEGE and Hyperion; 2. Assets of JEGE and Hyperion; and 3. Employees of JEGE and Hyperion. As I believe Mr. Lefcourt and Ms. Sanchez told you, JEGE and Hyperion are each wholly owned by Mr. Epstein. Enclosed is an IRS Form 2553 ("Election by a Small Business Corporation") filed by JEGE, showing that Mr. Epstein is the sole shareholder of that entity. A similar document was filed on behalf of Hyperion, but we have not been able to locate it. As soon as we do, we will forward it to you. I have instead enclosed a share certificate reflecting Mr. Epstein's ownership of 100 shares of Hyperion. I can also represent that I have examined the books and records of that company and state that no other shares have been issued. Thus, Mr. Epstein is the sole owner of Hyperion, as well. One Clearlake Centre. Suite 1400 250 Australian Avenue South West Palm Beach, FL 33401 p 561.659.8300 1561.835.8691 www.agwpa.com SDNY_GM_02762779 EFTA_00249622 EFTA01332943 As to the assets of these entities, both entities exist solely for the purpose of owning their respective aircraft. JEGE owns Mr. Epstein's Boeing 727 and Hyperion owns Mr. Epstein's Gulfstream G-IIB. To demonstrate this, enclosed are (i) the Certificate of Aircraft Registration and Standard Airworthiness Certificate for the Boeing 727, showing ownership by JEGE; and (ii) the Certificate of Aircraft Registration and Standard Airworthiness Certificate for the Gulfstream, showing ownership by Hyperion. As to employees, each of JEGE and Hyperion pays crew costs for the crew members (whom we understand you have interviewed), as well as the costs of contract crew members whom JEGE or Hyperion may sporadically engage. Neither JEGE nor Hyperion employs any other crew members or other personnel. Thank you for your cooperation in this matter. If you have any questions, please do not hesitate to call. rid /JACK A. GOLDBERGER cc: I Federal Bureau of Investigation Gerald B. Lefcourt, Esq. Lilly Ann Sanchez, Esq. 2 SDNY_GM_02762780 EFIA_00249623 EFTA01332944 IIIIRSTRATION NOT BSI WITCO STAM 0/ ~MCA DINATIAPII 01 111ANZPOINATIOle • NOMu. AVIAT)011 AMINISTRA 0 011 ~CATE CP AIRCRAF7 No torolado a« lo is 119 a- tit Min en«. T TION NA 1 IONA/ I Iv MID ANCAAN IMAM dO. ANISNATIOm tune Nip« 20515 1.ANUFACT.REP A/C MAALPACTUEAS CECOYA/lOtt OP ANERAFT 'OEM 777-31 If."9 AECENLAsalla CØ Sileee l l I JIM tIC g 103 POOLE Win 202 I .VXtzl/•Ef«l DE 10.05.3742 I.4 II 0 1 0 ON Midis lo ad. 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YMCA IN sass sollontiord ~am • Morlooser 11111~Pdala ø NM el as *a a« %deb a= ~bow befil ~en my• • Iliely» MSS 0~ nip In elaffien In\ ~04 Ride bai I•10"ia se 0 000~ 0 . 0 ~St 0,0000.0 ~US radoidAdel • MedeadmMflordW/eraoml nod lad beat NONE e Vas «we «we« amoral nett • A ~as dele. 0 .~0•• simidsall090~~. wwnen ~iv • de, a I» Minna pairaliMiS •••••••••••peeit • lafr et SOIT agene~ sit roe a1••• rpor ~ben is ammonia adarramo ~did t3•273 ~moms R May 17 2001 WIN A. rp•t_ e anion •• ~am Fracairi iI nesl arsauc•au=p SDNY_GM_02762781 EFTA 00249624 EFTA01332945 ivCCPPORATE0 LAIDEP THE ,A%S OF THE STATE Cf DELAWARE TOTAL AUTHORIZED ISSUE 1.500 SHARES PAR VALUE S,0001 EACH COMMON STOCK to Certify that Jeffrey E. Epstein in tie owner o~ One Hundred (100) piteatcfruki and nosh- addeata 144. ave. 72.ortata&n, iteni/ea on i4 l ortotalaw-#441aletecAte-frtaove,n 4,44.4gt ed.safrotnr eanad. vans, 44a999147,ernia.aadr ay„.,,,,,4,44,..isied,gaid,. : As of July 26, 1991 ,.11 " t OIA WAAAW •/{(614 <41••••••• I •/••••-4 • • SDNY_G M_02762782 EFTA_00249625 EFTA01332946 F. 2553 IllealS 19911 Omens al et la s SW Rens Naas Election by a Small Business Corporation (Under section 1362 of the Internal Revenue Code) o See Parts D and IR on back aid the separate instructions. le The corporation may an send ot fax this foot to the PS. See page 1 of the Structions. OHS No. 15454146 Hots 1. Rix eleakre to be an S cOrporadon can be acesed only • aff the tests Sr me under Who may elect on pege fdde Instructions, at signatures in Pais 1 aid rif we cern* het pfaocopitemi and the exact name and actress of the 4.vpurldefi red other natured roan Infamadon are provided 2 Do are fee tom 11205, U. S Went Tax Reruns for an S Corporation for any tax yaw beta the year eve election toes effect t fete cookonstion ores in eX(500nCit biker the drain date of Osten. SOP rand a, S Corporsdon nay one on page I or the hstrucitans. / III Election Inforrnadon Pleads TirIxo or Arint Name of comoradOn less knawdond JECF T A Empieyer identification rents Si 0405649 Water. Of P.O. let Iranictkes) B ecorporatel September 7 2200D C Stem IncerPorelle . Wet and roan ce e4 no. • see 103 Pgulk Road, Suite 202 Oty a tea sae. =danced* W _lets = MI, ar 1 Oftril of Delaware 0 Election b to be fOr tax year beakkin9 (month, day. year) Im ;11 I 0V , / 01 E Pierre aid Darren demos bed IRS for F Telephone number of officer a legal representative tide air represented/a oho the may call more E. Indyke, Vice President sae omporsaan thongs es (erne a adders Neer applying kw the Eel sheen in A above. chedt this bar . • . 1. If this election takes ailed for the ant tax year the corparaeon crests. enter matt dire.,and JOS al kW NANO . • • of the lollovAng: (1) date the corporation first had shareholders. 21 date the rakefratbn tint lad assWer tea date de corporation bate doing business „ , , , , . . . Selected in wen Renal MOM. wu be Ned for tae yea Owing (mend' and thed sc..Ltiacenbe;.:t3.1 " .• • ...... - if the tax yw awls on any dee other dun debreber 31. swept kr an sent S2-43-vetet eels andlopeeth reference. lot hererente ••• • of Bacantsk yw meet complete Fen II on the back. V the date you ens b the sag date di anentoessatie12413oreek tee yes. mile - 52-.53-week year to the right of the date. Sea Temporary Releatkes seance 1.441-2310/01-' ' • . • 1 Nam rid ackleass of as siereirelden shneIsid•rs wade Ns*/ • nammerf pm nets et ds sMoradores dock ad ace Urea Ni cases. jOnI tens. and t ey de androty.fA mr.band ins idolard the sae se owned a ant thareholdS In drama] de mute of NV/St. without regard to the manna' a the Is K Sherearterre Drum Sten under panalla of Say. we Brien MSS Men toes der ogee looregemedocetoreato to ts •• S cetpShIlen s MS one teens hoe • • . '.:I. • SIdtk *NS • • • - • - .. SI 59dal nos* Near aresadie ' N Slam token Cm Inr site (month as day) mosinel ills meet sewn ladedbill tiester. dies Yea SSW scapesie In a im camellia coy not In van asks. serest inn stenents. Set I b as ast$ le de and. end he aide a ha Si. tee) Idesellailon reereer (see emeneaderme arid We slintand sr cornea is volitelnpan Aar VS caporals (2thartheides slot and stock mend) SWIdurn Date Jeffrey E. Epstein 6100 Red Hook Quarter Suite B -3 - " 100 1/1/01 y- 12/3 St. tiet3Inas, uhel title I- • A Under penalbrs ol pr(o.nt. I Oodles dietitian entreked this accenoenprg Wynne% ere steeenents and bee test or my krewlsion and Mad. k is but Carat Signals of Star • Ant • VW o. Vice President an•P 1/24 in, SDNY_GM_02762783 EFTA_00249626 EFTA01332947 • • 2: •Mtr 2004 e0: 3Z, Fr oir i. • 4 1 WIATICN 'e:CW.21273795)5 P. le 1 we Tenor% re ~wo eigpmnetivre4 nAmsrocomogart~Knowscirsarmnoot RTANOARDAIRWOMMESS C.12~ I ~te ~oe I 10100•AC•liket•••• tinOr• a MICW4/11% ItE~C~I. N909JC GULPSTRWA 011598 I St • I CATIMIORY TRANSPORT • mi n•Oktelt~511~14:51~01 fibt••••~•~1~•tottitt - CIIII/warli a ••••••~15•••••••. reibleant. al araWnlanna ms ••1~•~41•0•1133 iird~n• otáS ••••••••••••~5.~~Veatilm•••••• 'nor •P•r~ sta••••••• ob ar 0~4~.41e ft•t~ i ~re 04.....~:~ 0~ Idasplaw ••••• -.. b • ~aap Vtricia$ inal ~dr ~at ••~1~~1. •••••~I~ NOI9R ... In."....~ 1~ da' •41 cal 2~ ~end • 't. manets•C het Z1 4.1. *mi 1 ti ••••••••~ • wea•••~5 IN .."'......, .. . lan* tiirEr ria Q . R Jo 174 OP I JORPPA. DM ASO-M1)047 1361.3•44~~ r••• ••••:W47I9M OCJItl et .t.a.•=1 . arra•UrAa2 ~PAL •.•.~.. • awittiOnaLAISM MA ftotti~ •MIDIOSISI•stai..~44~4•..tmem 4~ ••••• MilitIMUCOON 1107 vil Te; • VSTal e. •tbtaliiA ~WIST CI MMO Pilar .041 • ClaXAAL ~to, ~2~ nog sant:luw OF Aar ned Mal NAT CiA• IVY ILIC • , «tarnt« tom au« easj 111~1~~11 Ata MA.41.nerUia OCACNA TH" OP mittettAr COI AEAMPAC I , C II 5•113 tm) An" Aes.), cat . 53110550 SO.St IN> 1151 thtt 90114tel ▪ itt II rh • •••• HYPIERZOI Mi Est $03 MAR re 1M i02 WIE linti OE INICO•1042 O o CWPQInteI Cliet•il Sol SI ...kt uw.« ss bom ~se ei tb luwt • Ittp krom ~in Limiiimiala •1 ~tm •toetla sv* tm Causttim Isteatma toe Int Ome I. tag*. mi Me en knot eins. st. int A •••••••••• •••••• ~mto 0/11% Ot VYIE ce. IIPIM da re..-~aimmt7 af la milo-mume ••••••••• omsta oe- Ilds • arliflut ht • el Pat. —t ad tit e toni. Kot a te). Ai ~e Me- en Adelsobbs• IBM tot NS re a Pa or •••••••• •• MMM I.** Met SDNY_GM_02762784 EFTA_00249627 EFTA01332948 W U.S. Department of Justice United States Attorney Southern District of Florida 500 South Australian Avenue Suite 400 a 33401-6215 May 14, 2007 VIA HAND DELIVERY Jack A. Goldberger, Esq. Atterbury, Goldberger & Weiss, P.A. One Clearlake Centre, Suite 1400 250 Australian Avenue South West Palm Beach, FL 33401-5015 Dear Mr. Goldberger: Thank you for your letter of May 10, 2007, and the documents attached thereto. I have enclosed another copy of the grand jury subpoenas that were provided to Bruce Lyons, former counsel for Hyperion and JEGE, on April 25, 2007. The time for responding has passed, so please provide the requested documents as soon as possible. Please also have the Custodians of Records of the Corporations complete the Business Records Certifications and InventoryForms and return everything to Special Agent Kuyrkendall at the Federal Bureau of Investigation, 505 South Flagler Drive, Suite 500, West Palm Beach, FL 33401- 5933. Thank you for your assistance with this matter. Enclosures cc: Special Agen AI By: Sincerely, R. ALEXANDER ACOSTA UNITED STATES ATTORNEY Assistant United States Attorney SDNY_GM_02762785 EFTA_00249628 EFTA01332949 Division of Corporations - Online Services Page 1 of I State of Delaware The Official Website for the First State Visit the Governor I General Assembly I Couns I Other Elected Officials I Federal. State & local Sites State Directory : Help Search Delaware Citizen Services I Business Services ! Visitor Info Department of Stater INVIS1011 HOME About Agency Secretary's Letter Newsroom Frequent Questions Related Links Contact Us Office Location of Corporation Frequently Asked Questions View Search Results Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING SERVICES Pay Taxes Fie UCC's Delaware Laws Online File Number. 3284812 alrarflrAla 09/07/2000 Formation Date: (rwn/dd/yyyy) Name Reservation General Information Entity Name. JEGE, INC. Status Validate Certificate Entity Kind: CORPORATION Entity_T_ype: GENERAL INFORMATION Corporate Forms Residency DOMESTIC State: DE Corporate Fees UCC Forms and Fees UCC Searches REGISTERED AGENT INFORMATION Taxes Expedited Servoes Name: THE CORPORATION TRUST COMPANY Service of Process Registered Agents Get Corporate Status Address: CORPORATION TRUST CENTER 1209 ORANGE STREET Submitting a Request City: WILMINGTON County: NEW CASTLE State: DE Postal Code: 19801 Phone: (302)658.7581 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a lee of $20.00. Would you like r Status r Status.Tax & History Information SUM* Back to Entity Search I To contact a Delaware Online Agent click here. sae map I about this site I contact us I taunts I delaware.gov https://sOs-res.state.de.usitinkontroller 4/25/2007 SDNY_GM_02762786 EFTA_00249629 EFTA01332950 Division of Corporations - Online Services . . State of Delaware Me Offitiai Wri.site for the --tri kite Page 1 of 2 visit the Governor I General Assembly I Courts I Other Elected Officials l Federal. State & Local Site State Directory Help ; Search Inn sae zj Department of State: Division of Corporations vas Search.- Citizen Services I Business Services Visitor Ink HOME About Agency Secretary's Leber Newsroom Frequent Questions Related Links Contact Us Office Location SERVICES INFORMATION Corporate Forms Corporate Fees UCC Forms and Fees Taxes Expedited Services Service of Process Registered Agents Get Corporate Status Submitting a Request REMOTE AGENTS "C" CAPITOL SERVICES, INC. 615 South DuPont Highway Dover, DE 19901 Kent County Ph: 800/345-4647 Fax: 800/432-3622 Website: http://www.capitolservices.com THE COMPANY CORPORATION 2711 Centerville Road Suite 400 Wilmington, DE 19808 New Castle County Ph: 800/877-4224 or 302/636-5440 Fax: 302/636-5454 Website: tHlp://www.corporate.com CORPORATION SERVICE COMPANY 2711 Centerville Road Suite 400 Wilmington, DE 19808 New Castle County Ph: 800/927-9800 or 302/636-5400 Fax: 302/636.5454 e-mail: infoaincspot.com Website: http://anvw.incspoicom CORPORATIONS & COMPANIES, INC. (CorpCo) 910 Foulk Road Suite 201 http://www.corp.dclaware.gov/ragt-c.shtml CORPAMERICA, INC. 2711 Centerville Road Suite 400 Wilmington, DE 19808 New Castle County Ph: 888/736-4300 or 302/736-4300 Fax: 302/736.5620 e-mail: infoftcorpamerica.com Website: httplAnww.ConDAmerica.com THE CORPORATION TRUST COMPANY Corporation Trust Center 1209 Orange Street Wilmington. DE 19801 New Castle County Ph: 302/658.7581 Fax: 302/655-5049 Website: http://www.ctadvantage.com CORPORATIONS USA. LLC 341 Raven Circle Wyoming, DE 19934 Kent County Ph: 302/697-0289 or 866/356-CUSA (2872) Fax: 302/697-0289 Website: http://www.corporationsusa.com 4/25/2007 SDNY_GM_02762787 EFTA 00249630 EFTA01332951 Division of Corporations - Online Services Page 2 of 2 Wilmington, DE 19803 New Castle County Ph: 800/318-7407 or 302/652-4800 Fax: 302/652.6760 Pay Taxes File UCC's Delaware Laws Online Name Reservations General Information Status Validate Certificate Last Updated: Wednesday. 21.Mar.2007 16:52:58 EDT site map I about this sae I contact us I translate I delaware.gov http://www.corp.delaware.gov/ragt-c.shtml 4/25/2007 SDNY_GM_02762788 EFTA 00249631 EFTA01332952 CT Corporation - Contact Information Page I of I About CT Contact Information Overview/History j Contact Information Employment We're There for You Please select the jurisdiction in which you are located to contact the CT service office serving your area. (Please note: The addresses listed below are for contact purposes arty and should not be used on official documentation. Your service team can provide Registered Agent addresses.) We are always just a phone call or email away. Call 1.800.624-0909 or email us at 'Noire:Jar:vamp). com ;select a state For Delaware: CT Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 Phone: 302-8517581 Toll Free: 800-677-3394 Fax: 302455-5049 21 We age always jusl a phone al of email away. Call 1-801824-0909 or email us at [email protected]. 'Irsigfa CTAdvantage.corn". is brought lo you by CT Corporation 02007, a Walters KIWIS! company. Legal Disclaimer. Privacy Policy. Terms of Use httpfictadmin.ctadvantage.com/CTWebAdminApps/CTWebAdmin/pubcontent/Contactinfonnatio... 4/25/2007 SDNY_GM_02762789 EFTA_00249632 EFTA01332953 Division of Corporations - Online Services State of Delaware The Official Website for the First State Federal. Stale & Local Site: Visit the Governor I General Assembly I Courts I Other Elected Officials I Page 1 of 1 State Directory I Heidi Search Delaware Department of State: Division of Corporations HOME About Agency Secretary's Letter Newsroom Frequent Questions Related Links Contact Us Office Location SERVICES Pay Taxes File UCC's Delaware Laws Online Name Reservation General Information Status Validate Certificate INFORMATION Corporate Forms Corporate Fees UCC Forms and Fees UCC Searcres Taxes Expedited Services Service of Process Registered Agents Get Corporate Status Submitting a Request Frequently Asked Questions View Search Results Citizen Services Business Services ' Visitor info Entity Details File Number: THIS IS NOT A STATEMENT OF GOOD STANDING 2268758 Incorporation Date / 07/18/1991 Formation Date: (mm/dd/yyyy) Entity N. HYPERION AIR, INC. Entity Kind: CORPORATION Entity Type: GENERAL Residency: DOMESTIC State: DE REGISTERED AGENT INFORMATION Name: Address: City: State: Phone: CORPORATION SERVICE COMPANY 2711 CENTERVILLE ROAD SUITE 400 WILMINGTON DE (302)636-5401 County: NEW CASTLE Postal Code: 19808 Additional Information is available for a fee. You can retrieve Status for a fee of 510.00 or more detailed information including current franchise tax assessment, current filing history and more fora fee of 620.00. Would you like r Status r Status.Tax & History Information Submit Back to Entity Search I To contact a Delaware Online Agent dick here. site map I about this site I contact us I translate I delaware.gov hops://sos-res.state.cle.us/tin/controlicr 4/25/2007 SDNY_GM_02762790 EFTA_00249633 EFTA01332954 Page I of 2 \Abstlaw 1307306 Page 1 1307306 CORPORATE RECORDS a BUSINESS REGISTRATIONS This Record Last Updated: 04/04/2001 Database Last Updated: 04-25-2007 Update Frequency: WEEKLY Current Date: 04/25/2007 Source: AS REPORTED BY THE SECRETARY OP STATE OR OTHER OFFICIAL SOURCE THE FOLLOWING DATA IS NOT AN OFFICIAL RECORD OF THE DEPARTMENT OF STATE OR THE STATE OF NEW YORK AND WEST, A THOMSON BUSINESS IS NOT AN EMPLOYEE OR AGENT THEREOF. ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION PROVIDED HEREIN, ARE DISCLAIMED BY THE DEPARTMENT OF STATE. COMPANY INFORMATION Company Name: Process Name: Process Address: County: J. EPSTEIN S COMPANY, INC. GOLD 6, WACHTEL, ESQS 10 EAST 53RD STREET NEW YORK, NY 10022 NEW YORK FILING INFORMATION Identification Number: 1307306 Filing Date: 11/16/1SEB State of Incorporation: NEW YORK Duration: PERPETUAL Statue: INACTIVE Status Attained Date: 04/04/2001 Corporation Type: PROFIT Business Type: DOMESTIC BUSINESS CORPORATION Where Filed: DEPARTMENT OF STATE/DIVISION OF CORPORATIONS 41 STATE STREET ALBANY, NY 12231 m 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. hups://web2.westlaw.com/print/printstrcam.aspx?prft=HTMLE&dcstination=atp&sy-Full&vr=2.... 4/25/2007 SDNY_GM_02762791 EFTA 00249634 EFTA01332955 Page 2 of 2 1307306 Page 2 NAME INFORMATION Former Name: JEFFREY E. EPSTEIN, INC. Amendments: Stock: Authorized Shares: NWENIEUMM INFORMATION 04/04/2001 DISSOLUTION REFER TO MICROFILM NUMBER 010404000011 10/03/1997 NAME CHANGE REFER TO MICROFILM NUMBER 971003000402 02/22/1993 ERRONEOUS ENTRY REFER TO MICROFILM NUMBER 930222000039 09/23/1992 DISSOLUTION BY PROCLAMATION REFER TO MICROFILM NUMBER DP-747315 200 STOCK INFORMATION Call Westlaw CourtExpress at 1-877-DOC-RETR (1-877-362-7387) to order copies of documents related to this or other matters. Additional charges apply. THE PRECEDING PUBLIC RECORD DATA IS FOR INFORMATION PURPOSES ONLY AND IS NOT THE OFFICIAL RECORD. CERTIFIED COPIES CAN ONLY BE OBTAINED FROM THE OFFICIAL SOURCE. END OF DOCUMENT ° 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. htlps://web2.westlaw.corn/print/printstream.aspx?prft—HTMLE&destination=atp&sy=Full&er=2.... 4/25/2007 SDNY_GM_02762792 EFTA 00249635 EFTA01332956 _ 141A ---1 I - 0 0' Q 0 0 0 .0 0 7 9 4 Y CO USOeportmars ollionsporicalon Federal Aviation Adrr dnIstraflon ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special N 94.: Registration aE Number Aircraft Make and Model DOE I NG 727f 31 Present Registration Number N 505LS Serial Number 20115 1384010 • ICAO AIRCRAFT, ADDRESS CODE FOR N908JE . -7 53106661 ' JEGE INC • 103.FOULK RD STE 202' • WILMINGTON DE 19803-3742 - .., kny% 1.°-Saa 1VMBER ClikANG5 8 V,SA DATE JULY Issue Date: MARCH .249 2001 This Is your authority to change the United States registra- tion number on the above desabed aircraft to the special registration number shown. Carry duplicate of this lam in the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtains revisedcertificate of airworthiness from your near- est flight Standards District Once. The latest FAA Form 8130.6, Application For Airworthiness on file is dated: ' 239 1990 The airworthiness classification and category: STD TR ANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-75O, within 5 days after the special registration number is .• affixed on the aircraft A revised certificate will then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: MARCH 24* 2002 CERTIFICATION: I certify that the special registration number was placed on the aircraft described above. t' -, Signature of Owner. RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 • Tlfliz of Owner: Date P'-laced f on Aircraft: - CD - 0 I AC Form 8060-64 (6/96) Supersedes Previous Edition SDNY_Ghil_02762793 EFTA 00249636 EFTA01332957 • npF;11:ED FAA '01•APR 9 AM 11 06 • OKLAHOMA CITY OKLAHOMA OVIE • . i . . . . . • • - • • • !4If '. - • •••• Sr • ( • t " • • • • *.::Rat . - • ..;b:;.• • ‘. • • , • tb: • • • • 1 1 . , 1 • ••• . • 1.• ••• 5. t: • . •• • • : . •. SDNY_GM_02762794 EF1'A_00249637 EFTA01332958 - 0 O. 0 0 op.AR: 97/ I A 431, Insured Aircraft Title Service, Inc. S P.O. Box 19527 • Oklahoma City, Oldahoma 73144 • (405)6814683 (BOO) 654-41432 FAX M405-6814499 FEDERAL AVIATION ALMINISTRATION CENIRAL RECORDS DIVISION OKLAB3ta CITY, OK DATE: 1-24-01 WHEN AVAILABLE RESERVE N opc) Gentlemen: Please reserve N ONLY for: —27 MAR i nen 6,11 141 ********************************************ArMOHrkka******************************* Please reserve N 908JE for assignment to the following aircraft: N505LS* Boeing 727-31 20115 Current NN Make Model Serial # Which is (1) being purchased by: XX or (2) is registered to: JEGE. Inc. c/o IATS, PO Box 19527 Okla. City, OK 73144 010241131183 510.00 01/24/2001 Payment of the required $10 fee per number to reserve it for one year is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. thS tit itarbet, Please send the letter of confirnaticn for to Insured Aircraft Title Service in the P.D. Roan. ADDITIONAL INFORMATION: *See Part III for the completion of the N number change. 0. 1.• 1 ; 7.3 REQUESTED BY: (JOG/nine aClatti Serving the Aviation Financial Community for over 30 years SDNY_GNA_02762795 EFTA 00249638 EFTA01332959 FILED WITH FAA AIRCRAFT REGISTRATION BR '01 JON 24 fill 11 19 OKLAHOMA CITY OKLAHOMA "gfes'cr. e.. !I • t'; • 1-41i SDNY_GM_02762796 EFTA_00249639 EFTA01332960 0 0 0 0 0 0 0 0 FORM APPROVED ONG Ha. 21200342 • UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION riaMpas AVIATION ADWASTRATION•leaCE IIKPAOHEY AERONAUTICAL CURER AIRCRAFT REGISTRATION APPLICATION .... 4 0:1- — 1 CERT. ISSUE DATE UNITED STATES ti 505/,s REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL Boeing 727-31 1C JAN 2 5 2001 AIRCRAFT SERIAL Ma 201 1 5 FOR FAA USE ONLY TYPE OF REGISTRATION (Check are box) O 1. IndMdUal O 2. ParManslip ei 3. Caporation O 4. Go-owner O 5. Govt O 8. Pt./a": NAME OF APPLICANT (Ponon(s) shown on SWAG Cl Ownerclap.eindhidued. sem Leal name. erst Meek and middle Indef.) • JEGE, Inc. TELEPHONE NUMBER: ADDRESS (Remanent mailing edema lei Cat apploarA listed.) Numbei end sines:103 Foulk Road, Suite 202 Reza Rene: RO. Bas: CITY Wilmington STATE DE ZIP CODE 19803 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to arty dameon ei sus apPlialion may be grounds ter Perianmerd by Fne and leg imPtisolvneril (U.S. Code. The L3. Sec. 1001). • CERTIFICATION LANE CERTIFY: (1) Rua the above natal is owned by the undersigned apparent, who Is a alum (including caperabons) 01 the Mad Sumas. (For Teary Test give name of ewes. ). CC CHECK ONE AS APPROPRIATE: ra. O A else:lent aren. with Yen regIstraton (Form 1-15I of Faint-SSD No. b. O A FouTdbaeo corTomaion Organized and dOing balerss alder the lawS el (Pao) and sad alreatt Is based end stirrarily used In the *Red Slates. fleconfs or fight hours are available for Inspection at (2) That the simnel Is not rebtaSered under the laws of any foreign =may; and (3) Thai legal evidence of ownership Is anachial a has been Fled eith no Federal Avialon Adrnfrialrati0n. NOTE: If executed for co-ownership a applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE LiT.I- )2 n 3 SIGNATURE X - ) Ord:seri dent • 7 7 19/ 0 / x Oz 1 4 TUBE :1% • ' 1TTLE ISSUED TEMP CERT DATE OF la g SIGNAllME • tmzEte TO EXPII1E T. 0/06 —P7 Dm' 2-29_o/ • NOTE Pandas was of tha Certificate of Nrcsalt Rogettration, the aircraft may be opontad lc/open:id not In mons of 90 days, durIn; Mich Imo ma PPM copy a the olLencialicw mat be carded a the Scat AC Form 8050.1 (12/90) (0052-0D-628-9007) Supersedes Previous Edition SDNY_GM_02762797 EF1'A_00249640 EFTA01332961 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 JRN 19 fifl 11 54 OKLAHOMA CITY • OKLAHOMA SDNY_GM_02762798 EFTA 00249641 EFTA01332962 OITED STATES OF AMERICA U.S. DEPARTMENT OF I TRANOOMaION ODER;(3 AviATO9 ADUISTROON AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF St, g Olt THE • UNDERSIGNED OWNER(S) OF THE FULL I LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES lig REGISTRATION NUMBER 505LS AIRCRAFT MANUFACTURER & MODEL AIRCRAFT SERIAL No. PURCHASER 20115 nip DOES THIS DAY OF 4 646 HEREBY SELL, GRANT, TRANS R AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 20031 NAME AND ADDRESS pF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) JEGE, Inc. 457 Madison Aye, 4th Floor New York NY" 10022 FORM APPROVED OMB NO. 2120-0042 9 4£ 0 1 5 1 6 9 HI -( CONVEYANCE RECORDED 2001 JAN 25 API 9 04 FEDERAL AVIATION MFIVOSI6N DEALER CERTIFICATE NUMBER AND TO caa- et SS O-YS s, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE 17TLE THEREOF. IN TESTIMONY WHEREOF C -1.: HAVE SET HAND AND SEAL THIS 79g DAY OF & 15)00( SELLER NAME (S) OF SELLER (TYPED OR PRINTED) V" SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-ONNERSHI R ALL MUST SIGN.) TITLEr (TYPED OR PRINTED) Real Estate Ex- change, Tnr .. cjr, e a • ttl&— Vice President . • ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA REOltnjili/E_VER, MAY BE REQUIRED DY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 23 55,00 01 /19/ 2001 ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02762799 EFTA_00249642 EFTA01332963 t 4' FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 JIIN 19 firl 11 54 OKLAHOMA CITY OKLAHOMA • jh SDNY_GM_02762800 EFTA 00249643 EFTA01332964 0 0 0 0 0 0 '0 0 9 4 9 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CONVEYANCE RECORDED 2001 JRN 25 919 9 02 FEDERAL AVIATION ADMINISTRATION SEE RECORDED CONVEYANCE NUMBER -maK-' FICHE CA A3 PAGES 3 ?-2—/ THIS FORM SERVES TWO PURPOSES: PART 1 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. PART I — CONVEYANCE RECORDATION NOTICE NAME (last name first) OF DEBTOR Real Estate Exchange, Inc. NAME and ADDRESS OF SECURED PARTY/ASSIGNEE United Service Corporation c/o Timothy P. Stehle The United, Mc. 4387 International Gateway Columbus, Ohio 43219 NAME OF SECURED PARTY'S ASSIGNOR (if assigned) NIA FAA REGISTRATION NUMBER N505LS AIRCRAFT SERIAL NUMBER 20115 AIRCRAFT MFR. (BUILDER) and MODEL Boeing 727.31 ENGINE MFR And MODEL Pratt & Whitney, JT8D-219 (position 1 & 3) and JT8D- 78 (position 2) ENGINE SERIAL NUMBER (S) 726121(pos)llon 1), 654373 (position 2) & 726122 (position 3) PROPELLER MFR And MODEL None PROPELLER SERIAL NUMBER (S) None THE SECURITY CONVEYANCE THE FAA AIRCRAFT REGISTRY DATED ilirro ON rz tg COVERING lied 11/16/00 THE ABOVE COLLATERAL WAS RECORDED BY CONVEYANCE NUMBER . Kmi" o . , AS 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 THE NOTE OR OTHER EVIDENCE ABOVE-DESCRIBED COLLATERAL THE CONVEYANCE. ANY TRANSFERRED, AND ASSIGNED PARTY IF THE CONVEYANCE NOR IMPLIED BY REASON A PERSON SIGNING FOR AND MUST SHOW HIS TITLE. AVIATION REGULATIONS CERTIFIES AND ACKNOWLEDGES OF INDEBTEDNESS AND THAT TITLE RETAINED IN TO THE PARTY SHALL HAVE BEEN OF EXECUTION OR DATE OF SIGNATURE TITLE THAT HE IS THE TRUE AND LAWFUL HOLDER OF SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE THE SAME COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED, WHO EXECUTED THE CONVEYANCE, OR TO THE ASSIGNEE OF SAID ASSIGNED: PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN DELIVERY OF THIS RELEASE. RELEASE: /9 / at LIMIT (in ink) SE CE CORPORATION lEi; ECURITY HOLDER) 14. Kenneth B. Gilman . President A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL (14 CFR) too-( 00015168 AC Form 8050-41 (7-83)(003240-5434001 SDNY_GM_02762801 EFTA_00249641 EFTA01332965 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 JRN 19 AP1 11 59 OKLAHOMA CITY OKLAHOMA Y' SDNY_GM_02762802 EFTA_00249645 EFTA01332966 34- 09I U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DA113: .--..---.-- _ _ ..---- This fop 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. MB OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED November 16, 2000 FROM REAL ESTATE EXCHANGE, INC. DOCUMENT NO. K028213 TO OR ASSIGNED TO LIMITED SERVICE CORP. DATE RECORDED December 18, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUM BRUM:// Ism n 1 N505LS ENGINES I TOTA NUMBER INvotvgD 1 MAKES) PRATT & WHITNEY YT8D-210 PRATT & WHITNEY JT8D-7B SERIAL NO. 726121, 726122 654373 PROPELLERS TOTAL NUMBER INVOLVED MAKES) 1 SERIAL i NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: NSOSLS, BOEING 727-31, SN: 20115 SDNY_GM_02762803 EFTA_00249646 EFTA01332967 MS • SDNY_GM_02762804 EFTA 00249647 EFTA01332968 0 0 0 0 0 0 5 8 3 6 AIRCRAFT SECURITY AGREEMENT . Debtor: Real Estate Exchange, Inc. 900 SW 51° Avenue Men. Level Portland, Oregon 97204 Secured Party: Date: Limited Service Corporation do Timothy P. Stehle The Limited, Inc. 4387 International Gateway Columbus, Ohio 43219 k o 2000 Complete description of collateral being mortgaged: SO- 19 K 2 8 2 1 3 CONVEYANCE RECORDED amo DEC 18 PM 1 35 FEDERAL AVIATION ADMINISTRATION 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 JT8D-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 "Oblgallikaijoiethe order named: 45.00 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 I I 003211450328 05.00 11/16/2000 ti 003211454135 $5.00 11/16/2000 SDNY_GM_02762805 EFTA_00249648 EFTA01332969 N V O agM, 7110 bfo -3 Se n ar no,, oa rzu Per oo, v Hicie 047,4 SDNY_GM_02762806 EFTA_00249649 EFTA01332970 10000005837 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 07 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 rcbina.ts 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. 2 SDNY_G M _02762807 EFTA_00249650 EFTA01332971 307- I 1,0 • . • SDNY_GM_02762808 EFTA_0024965 I EFTA01332972 1 0 0 0 0 0 0 5 8 3 8 3g. 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 itapar 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 3 SDNY_GM_02762809 EFTA_00249652 EFTA01332973 31- 4: • • a it SDNY_GM_02762810 EFTA_00249653 EFTA01332974 ) 0 0 0 0 0 0 5 8 3 9 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, however, that 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 2.1Q. (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 4 SDNY_GM_02762811 EFTA 00249654 EFTA01332975 .841- 1O1-: ' : • SDNY_GM_02762812 EFTA_00249655 EFTA01332976 1 0 0 0 0 0 0'5 8 1 0 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, bowever, 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 this 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 (ii) 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 9.17. Debtor will pay when due any and all taxes, charges and assessments which are levied upon or with 1,..spc‘t to the Aircraft and the operation thereof. Section 2 13. Debtor will famish to Secured Party or make available to Secured Party %r review as and when requested by Secured Party any information or documentation or records reasonably requested by Secured Party. 3. DEFAULT. REM-PIMPS 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 5 SDNY_GM_02762813 EFTA 00249656 EFTA01332977 10 See SDNY_GM_02762814 EFTA_00249657 EFTA01332978 '3 0 0 0 0 0 0 5 8 4 I 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. 6 SDNY_GM_02762815 EFTA 00249658 EFTA01332979 g S. • re. C." SDNY_GM_02762816 EFTA_00249659 EFTA01332980 3 0 0 0 0 0 0, 8 4 2 (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 103 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. MISCELLANEOT IS Section 4.01. Any notices hereunder shall be given to the parties at their rwywtive 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. 7 SDNY_GM_02762817 EFTA_00249660 EFTA01332981 31- /r, SDNY_GM_02762818 EFTA_0024966 I EFTA01332982 3000000 843 IN WITNESS WHEREOF, the parties hereto have executed and sealed this Agreement on the day and year first above written. • ACKNOWLEDGMENT: DEBTOR ACKNOWLEDGMENT: 8 REAL ESTATE EXCHANGE, INC. By: Print Name: Its: SECURED PARTY: LIMITED SERVICE CORPORATION By: Print Name: Title: P, T. SDNY_GM_02762819 EFTA_00249662 EFTA01332983 SDNY_GM_02762820 EFTA_00249663 EFTA01332984 0 0 0 0 0 0 0 8 4 4 31-3 IN WITNESS WHEREOF, the parties hereto have executed and sealed this Agreement on the day and year first above written. ACKNOWLEDGMENT: DEBTOR: 7attitste,--- REAL ESTATE EXCHANGE, INC. By: PrintDame: TawLe._ tC )..,a.ca_ Its: Sur c.c...1cLc•f ACKNOWLEDGMENT: SECURED PARTY: 8 LIMITED SERVICE CORPORATION By: Print Name: Title: SDNY_GM_02762821 EFTA 00249664 EFTA01332985 SDNY_GM_02762822 EFTA_00249665 EFTA01332986