EFTA00186672

EFTA00186672 United States District Court SOUTHERN DISTRICT OF FLORIDA TO: JEGE INC 103 Foulk Road, Suite 202 SUBPOENA TO TESTIFY Wilmington, DE 19803 BEFORE GRAND JURY FGJ 05-02(WPB)-Fri./No. OLY-06 SUBPOENA FOR: n PERSON 0 DOCUMENTS OR OBJECTESI YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: ROOM: Palm Beach County Courthouse Room 4-A Juvenile Courts Building .205 N. Dixie Highway West Palm Beach, Florida 33401 DATE AND TIME: (Temporary location for the United States District Courthouse, West Palm Beach) August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): For the period of January 1, 2004 to the present, all flight data records, all records of incoming and outgoing flights to Palm Beach International Airport, and all passenger manifests for Boeing Aircraft N908JE, Model 727-31. All records relating to the ownership of Boeing Aircraft N908JE, Model 727-31. All records relating to the creation, incorporation, and management of JEGE Inc., including but not limited to shareholder names, names of board members, and employee names. Please coordinate your compliance of this subpoena and confirm the date and time of o a ranee with Special AgenIMMMFederal Bureau of Investigation, Telephone: Please see additional information on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. This subpoena is issued upon application Name, Address and Phone Number of Assistant U.S. Attorney Assistant U.S. Attorney 500 So. Australian Avenue, Suite 400 West Palm Beach, FL 33401-6235 Tel: Fax EFTA00186673 LAW OFFICES LYONS AND SANDERS CHARTERED DALE R. SANDERS • 600 NORTHEAST 3RD AVENUE BRUCE M. LYONS •• FORT LAUDERDALE. FLORIDA 33304 HOWARD L. GREITZER EDWARD D. BERGER 0059-I007) *ALSO ADMITTED IN Y/TOMINO MAILING ADDRESS "ALSO ADMITTED IN COLORADO P. O. BOX 1778 FORT LAUDERDALE, FL 33302-1776 September 6, 2006 VIA US MAIL Ms. 505 South Flagler Drive Ste. 500 West Palm Beach, Florida 33401 Re: JEGE, Inc. and HIPERION AIR, Inc. Dear Ms. Enclosed please find copies of various documents, originally sent by my office on September 1, 2006, pertaining to the above referenced subject. These documents are in addition to the documents previously sent by my office on August 31, 2006, regarding your request for records relating to the above referenced entities. If you have any questions regarding the above, please feel free to contact me. Very truly yours BRUCE M. LYONS,' ESQ. So! BML/md Enclosures EFTA00186674 LAW OFFICES LYONS AND SANDERS CHARTERED DALE R. SANDERS • GOO NORTHEAST 3 1• 13 AVENUE BRUCE M. LYONS •• FORT LAUDERDALE. FLORIDA 33304 HOWARD L. GREITZER TELEOMON EDWARD D. BERGER TELEFAX IIDS9-1987) 'ALSO ADMITTED IN WYOMING MAILING ADDRESS •• ALSO ADMITTED IN COLORADO P. 0. BOX 1778 FDRT LAUDERDALE. FL 3330E-1778 September 1, 2006 VIA US MAIL Ms. 505 South Flagler Drive Ste. 500 West Palm Beach, Florida 33401 Re: LIEGE, Inc. and HIPERION AIR, Inc. Dear Ms. Enclosed please find copies of various documents pertaining to the above referenced subject. These documents are in addition to the documents previously sent by my office regarding your request for records relating to the above referenced entities. If you have any questions regarding the above, please feel free to contact me. Very ruly yours, B CE M. LYON , ESQ. BML/md Enclosures EFTA00186675 FORM APPROVED 01.18 No. 2120-0)42 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPO RTATION !MOW OVUM./ AtNitNISTNAlleiletlea NONPIONIEV AZIIONAIM CAL CUM. AIRCRAFT REGISTRATION APPLICATION CERT. I qTE UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER a MODEL N 90908 Gulfstream G-11598 MRCRAFT SERA. No. 151 USE LV TYPE OF PEOISTI1M1ON (Ctetk one bra) O T. IllOVIOual 0 2. Partnership Iff3. .Corporsion 0 4. Co-ownet 0 6. NAME Of APPLICANT (Personfe) therm on evidence al owneralip. II Ind.Adual. 40e . name, tini 'mist) Hyperion Air, Inc4t, 1181% 4:4 7 TELEPHONE NUMBER: ( ADDRESS (Permanent uippit or rs app vent 'sled) O /444/ c). 103 Foulk Road, Suite NWnbal and street' 202 jimi s4% — Rubel Rout edlC CRY illgt 1 ZIP CODE Wilmington 19803 O CHECK HERE IF YOU AR it * FX:ITING A CHANGE OF ADDRESS /MENTION' Read the folio state fore signing this application. This portion U be feted. A false or Shone* answer to eat questa • ca: ce gammas for purist-mad by Me arel/ cc imprisonm (U.S. Code. The IIL Sec. 1001). ent ATION VWE CERTIFY: (I) That Ina soon alratifth wow, th cent. who Is a citizen and„dreg corporttons) ol the United States. (Fo weep .Net. give name of CHECK ONE AS APPROPRI I or. a. ID A rosidom ellen. ogees 1.151 or Fosse 1.551) No. b. O A nanutzen organzedVe olig business Welty the lows al (sate) and said Nitta end namely used in the United Stain. Records or inspect:on Si light noun wo swellable Sr (2) Thal the ten elek erect Ilan of arty 10l0/3n country, and (3) Thal legal ownership or has been Med with the Federal Aviator. AcHlrlstraeon. NOTE: tiloclA tes all applicants must sign. Use reverse side II necessary. TYPE OR dapihAliAilicrW SIGNATURE TITLE 1 DATE EACH PART OF THIS President ME MUST DATE trEr ifficiti INK °NATURE DATE NOTE Pending receipt of the Carbine* of AMNIA Registration. The aircraft may be operas., axiom.", mina:ass of dm% dating which lime The PINK Copy of INS applicatio BO n must be carried n IM &roan. AC Fenn 80501 (12/1:0) (00S2-00-629-9007) Supersedes Previous Edition EFTA00186676 FORM APPROVED 0148 No. 2120-W42 UNITED STATES OF AMF -RICA DEPARTAENT OF TRANSPORTATION ISDERAI. AytATION ADMINSTRATON.VIRE 1.101.110MET ArlideleU llCAL am» AIRCRAFT REGISTRATOR AML/GATOR CERT. I ATE UNITED STATES REGISTRATION NUMSER N gnRIP AIRCRAFT MANUFACTURER A MODEL Boeing 727-31 INI4 AIRCRAFT SERIAL Na • 1% .* 20115 F AA USEt LY TYPE OF REGISTRATION (Check one boa) [] I. Individuel ci 2. Partnershlp 01 3. Corporation O 4. Corowner El 6. 8.N ~Men 4c7. . aren NAME OF APPUCANT (PerscoN) ~on on crolearce ol ceenerenks. II InavIduek gbre . hm name, and Mdela inned.) JEGS, Inc. k 4.41.4 irt, TELEPHONE NUMSER: ADORESS (Permanent maxins addreas fix kal appOtar4 aktad) k» 103 Panik Road, Suite 202 .41 Noner and svett " 1/ 11 4 blab Rund Route: 4 4/ 1 42 NON, CITY ZIP GODE Wilmington a ele% pi ib 19803 El CHECK HERE IF YOU AR R TING A CHARGE OF ADDRESS ATTENTIONI Read the Pollo statem fore Gigning this application. This portion U be sted. A lake or chatiOneet arme« $3 any queeenn be gmuMs for 'dynen( by line sal ta $TOcconm IU.S. Code, Ten le. Set. 1001). ent ry GER TION NYE CERTIFY. (1) lbat Ine ~ve alevrart b owned the unde 5t,______ cent. orne ta a ataen (mcludmo corponaone) d ale Uniod Stelas. (For vang bud. Arve Name Of CHECK ONE AS APPROPR ) OR a. (:) A =klent allen, vel raglsir 1.151 or Form 1551) No b. Cl A nonamen organ/me bentese under be lan and eso alraatt bed and pimatly ol (Made) h the United Sades. Retolde or %N hours Inspeceon al are ~Ilade la (2) Tal Te aircrannIk red kel of any foreign murby. and C» Tris~ evt1e I has been Ned with ho Federal Aviation AdMinelra bOn NOTE: nritedko-ownership all applican b must sta Use revors° akta Il notessaw TYPE OR ... AM SIGNATtar DATE EACH PART OF MIS 1% 7.1( President TUR TELE MUST DATE renig Nti INK. RTIONATURE TITLE DATE NOTE Pencing ntOalpt Ot the COrellcale ol Morell RegeMati on. the ~ann may be operand fora per od eon dunnp ~h tene the PINK copy of Mit appicellon must be nol In mente Cl 90 orned in the aktien AC Fon 80501 (12/30) 10052-00-628-9007) Supersedes Previsus Eddan EFTA00186677 DILL OF SALE FOR AIRCRAFT "CVO WALL MEN BY THESE PRESENTS that REAL ESTATE EXCHANGE, INC., an Oregon corporation ("Seller"), having its address c/o Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR 97204, Attention: President ("Seller"), in consideration of Ten Dollars and other good and valuable consideration, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to JEGE, INC. (Buyer), a Delaware corporation, its successors and assigns, the following used Aircraft and installed used engines: MANUFACTURER MODEL OF U.S.REGISTRATION NUMBER MANUFACTURER'S SERIAL AIRCRAFT NUMBER Boeing 727-31 N505LS 20115 Engine Particulars: Pratt & Whitney Position Model Serial Number 1 JT8D-219 P726121 2 JT8D-7B P654373 3 JT8D-219 P726122 Together with all equipment, components, spare parts and accessories installed thereon and used in connection therewith. TO HAVE AND TO HOLD said Aircraft unto the Buyer, its successors and assigns, for its and their own use forever. The Seller hereby warrants that it is the lawful owner of said Aircraft and Stalled engines; that its title to said Aircraft and installed engines is free and dear of all liens, leases, mortgage, security interests, claims, charges and encumbrances whatsoever; that the Seller shall defend title to said Aircraft against the claims of any person, firm or corporation whomsoever other than claims relating to or arising out of the acts or omissions of Buyer, and this Bill of Sale is made and delivered pursuant to the provisions of that certain Aircraft Purchase Agreement between the Seller and Buyer dated January 5; 2001, and that the warranties and representations of Seller set forth therein are nue and correct as though made on and as of the date hereof. IN WITNESS WHEREOF, Real Estate Exchange, Inc. has caused this instrument to be 9c.ecuted and its seal affixed thereto for the purpose hereinabove shown by its duly authorized officer this NLA day of January, 2001. REAL ESTATE EXCHANGE, INC., By: 2:TWaeu Tide g.C't . q_u@jitis QtRces lo CA EFTA00186678 19 - o 1 12 : 43 PM P . 03 18.3.GA):I006 001.93E UNITED STATES OF AMERICA FORM aorROVED oue InIbtOst US DEPARTMENT OF TRANSPORTATION nom MANION AMANISMA1 AIRCRAFT BILL OF SALE FdR AND IN GoNSIDERATION OF UNDERSIGNED OWNER(81 OF THE $ THE AHD SCNEFICIAL TITLE OF THE FULL LEGAL CI ey AS FOLLOWS: AIRCR AFT Des. UNITED STATES REGISTRATION NOmbER SOSLS AIRCRAFT MANUFACTURER & MODEL ' N SOGInq 777 31 AIRCRAFT SERIAL No. D ES THIS DAY OF HEREBY SELL, GRANT, TRANSFER AND 2VOST DELIVER ALL RIGHTS, TITLE. AND INTERE STS IN AND TO SUCH AIRCRAFT UNTO: Do Noi VAS h This Block FOR FAA USE ONLY pP WIRVOLIA.FA. ONE mar NYS. IASI MAC. MO • meNAF mum JEGE, Inc. 457 Madison Ave, 4th Floo PURCHASER r New York NY" 10022 Alen CERTIFICATE NUMBER AND TO axicuToRs.AomiNGTRATOWL AND ASSIGNS TO NAVE nom MOW swouunly Tut SAID AIRCRAFT FOREVER. MO WA/MAR TS 1HE TITLE THEREOF. IN TESTING/IV VAMECOF NAVE SET HMO AND REM ORE • DAY OF IS • NAME (8) OF SELLER SIGNATURE (8) Avq.Do,I PPIN1601 • INFlo it IRTRILD TITLE . • Fan 000mANNIA ALL min ATM° OA IMANIPC. SIN) eal Estate Ex- Vice President ACNNOWNEDGNENT Hwy PICOVIRSO Oil PREPOPIE OF PAW OICONOINO MOVil vin. WAY nl MY LOCAL LAW POP VALIOrry or THE I AVOUIIP.D ORIO*044: TO FAA AO FORA min UM ALEN L012.0042110DMI Eummodes Promus (dem EFTA00186679 BK-t1135pci ' 7 44198 PAGE 1 tat t of naahldtre Office of Secretory of ,S,tate I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF HYPERION AIR, INC. FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JULY, A.D. 1991, AT 2:30 O'CLOCK P.M. I. i! 0 * R # * * ■ * RECEIVED FOR RECORD 2g-A.D 19 9/ RECORDER S4.00 STATE DOCUMENT FEE PAID Michael I-1 rkins, Secretary of State AU HENTICATION: 03115955 751199007 DATE: 07/19/1991 EFTA00186680 STATE OF DELAWARE SECRETARY OF STATE BR:1J 135P61 18 DIVISION OF CORPORATIONS FILED 02:30' PM 07/18/1991 761199007 - 2268768 CERTIFICATE DE INCORPORATION OF BYPERIONADI, INc. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Cede and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "corporation") is HYPERION AIR, INC. SP.COND The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Luockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the corporation is to engage in any lawful act ur activity for which corporations may be organized under the General Corporation Law of the State of Delaware. MOM The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred. The par value of each of such shares is one tenth of a mill, Ali such shares are of one class and are shares of Common Stock. FIFTH: The name and the mailing address of the incorporator arc as follows: FAME MAILING ADDRESS Athena Togias 15 Columbus Circle New York, N.Y. 10023.7773 SIXTli: The, corporation is to have perpetual existence. -1- L0'd 0t91 Eke LIL.I01 BIRDIAN3S 1VID3dS/Band bt:61 18-6I -LO EFTA00186681 ex- u 35PG 1 1 9 SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed fur this corporation under the provisions of § 279 of Title R of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner us the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such'compromise or arrangement, the said compromise or arrangement and the said reorganization shall, If sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. .ElOTITII: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shalt be deemed to have the same meaning, to wit, the total number of directors which. the corporation would have if there were no vacancies. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case they be, in accordance with the provisions of § 109 of the General Corporation law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may he exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an -2- ea • cl eV9L C4C ttLsOl 830IAU3B 1Vt33d8/BDHd 9;:bt te-Bt-40 If• EFTA00186682 BK:- u I J5PG 120 initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. 3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders, Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, us the same may be amended and supplemented. TENTH: The corporation shall, to the fullest extent permitted by the provisions of f 145 of the General Corporation Law of the State of Delaware, as the same may he amended and supplemented, indemnify any and all persons whom it shall have power to Indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ELEVENTH: From time to dine any'of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. -3- 000/. CLC L[L-QI 083TAHEIS gV1013dB/BOHd BIIVI 10-Bt -40 60•d EFTA00186683 EFTA00186684 ID•212 373 7220 r.Wb 07-18-91 14:10 PECS/SPECIAL SERVICES lacbt3 .0 t661 `81 AM uo Poug!S IZIodS€107me Pg°,14'ME - HALL COPY STATE OF DELAWARE KENT COUNTY RECORDED $n fae Office for the Recording of Deeds, Etc at Do,ar, In ..tc: tot ii.e sai41 Couftly of Kant, In Corp. Record 11 vol. /3 Page i/') WITNESS. Han and life Se& of said office. Ce.c.4.-4-• 4 Ramie, EFTA00186685 HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of July 19, 1991 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that all actions taken by the incorporator of the Corporation during the period from July 18, 1991 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved. RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice Presidents, a Secretary and a Treasurer. RESOLVED, that Jeffrey E. Epstein be, and he hereby is, appointed and elected as the President of the Corporation, to serve as such in accordance with the provisions of the By-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified. EFTA00186686 RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowere d and directed to produce all books of account, stoc k books and other materials and supplies necessary or appropriate in connection with maintaining the reco rds and conducting the business of the Corporation, and to pay all costs and expenses and to make full reimbursement for all expenditures made in connection with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and the same hereby is, approved and adop ted, and the President, the Secretary and/or any other officers authorized by the By-laws of the Corporat ion be, and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non -assessable Common Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation. RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein for 100 shares of the Common Stock, upon the terms and conditions contained in the subscription agreement, dated as of July 26, 1991 of Jeffrey E. Epstein, a copy of which shall be filed with the official records of the Corporation. RESOLVED, that the President of the Corporation be, and he hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein a certificate for 100 shares of the Common Stock. RESOLVED, that all of the 100 shares of the Common Stock as authorized for issuance by the imme diately preceding resolution shall be in all resp ects, when issued as aforesaid, validly issued, fully paid and non-assessable. RESOLVED, that the seal, an impression of which appears in the margin of this Consent, be, and the same hereby is, adopted as the seal of the Corporation. 2 EFTA00186687 RESOLVED, that the corporate record book and the stock transfer ledger thereof, be and each of the same hereby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation. RESOLVED, that, with respect to the open ing, maintaining and closing of bank acco unts of the Corporation, the President, any Vice President, the Treasurer and the Secretary of the Corporation, be, and each of them hereby is, authorized as follows: (1) to designate one or more banks, trus t companies or other similar institutions as deposito ries of the funds, including, without limitation, cash and cash equivalents, of the Corporation; (2) to open, keep and close general and special bank accounts, including general deposit acco unts, payroll accounts and working fund accounts , with any such depository; (3) to cause to be deposited. in such acco unts with any such depository, from time to time such funds, including, without limitation, cash and cash equivalents, of the Corporation, as such officers deem necessary or advisable, and to desi gnate or change the designation of the officer or officers and agents of the Corporation who will be authorized to make such deposits and to endorse such checks, drafts or other inst ruments for such deposits; (4) from time to time to designate or chan ge the designation of the officer or officers and agent or agents of the Corporation who will be authorized to sign or countersign checks, drafts or other orders for the payments of money issued in the name of the Corporation against any funds deposited in such accounts, and to revo ke any such designation; 3 EFTA00186688 .(5) to authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or . other orders for the payment of money, and to enter into Ouch agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; (6) to make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and (7) to complete, execute and/or certify any customary printed blank signature card forms in order to conveniently exercise the authority granted by 1 this resolution and any resolutions thereon shall be deemed adopted as part hereof. RESOLVED, that the President or the Secretary of the Corporation be, and such officer hereby is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted verbatim by this Consent, any such additional resolutions as any such depository may require, in connection with the opening of an account with such depository as authorized pursuant' to the immediately preceding resolution, and that any such depository to which a copy of the immediately preceding resolution and such additional resolutions, if any, have been certified shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of such resolutions by the Board of Directors. RESOLVED, that the fiscal year of this Corporation shall begin;the first day of January in each year. RESOLVED, that, subject to the approval of the . stockholders of the Corporation, the Corporation elect, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes. RESOLVED, that the proposal that the Corporation elect to be treated as a small business Corporation authorized EFTA00186689 pursuant to the immediately preceding resolution be submitted to the stockholders of the Corporation for their written consent thereto, and that, upon obtaining such written consent to such proposal, the proper officers of the corporation be, and each of them hereby is, authorized and directed to prepare, execute and file on behalf of the Corporation a Form 2553, Election by a Small Business Corporation, with the Internal Revenue Service. RESOLVED, that, for the purpose of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the officers of the Corporation be, and each of them hereby is, authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary offices of the Corporation, whether statutory or otherwise, and, under the seal of the Corporation, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by .the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein. RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instruments,. instruments of transfer, receipts, or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions. RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. EFTA00186690 This Consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. EFTA00186691 HYPERION AIR, INC. SUBSCRIPTION FOR COMMON STOCK The undersigned hereby subscribes for One Hundred (100) shares of the Common Stock, $.0001 par value, of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Department of State of the State of Delaware on the 18th day of July, 1991, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, Ten (510) Dollars per share in cash or by check made payable to the corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of July 26, 1991 J frey Subscribe Shares of Common Stock, No Par Value Subscription Accepted As Of July 26, 1991 HYPERION AIR I C. By: EFTA00186692 HYPERION AIR, INC. Consent of Sole Stockholder in Lieu of First Meeting As of July 26, 1991 The undersigned, being the sole stockholder of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 228 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that all actions heretofore taken by the incorporator and the Board of Directors of the Corporation, including, but not limited to, the adoption of the By-Laws of the Corporation, from July 18, 1991 through the date of this consent be, and each such action hereby is, in all respects ratified, adopted and approved. RESOLVED, that the election of Jeffrey E. Epstein as the sole director of the Corporation, to serve as such until the next Annual Meeting of Stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified be, and such election hereby is, ratified, adopted and approved. RESOLVED, that the election by the Corporation, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes be, and the same hereby is, adopted and approved. This Consent shall be filed with the .utes of the proceedings of the stockholders of the Co EFTA00186693 HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of October 15, 1998 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolution and the taking of all action required or permitted thereby: RESOLVED, that Darren K. Indyke be, and he hereby is, appointed and elected as the Secretary of the Corporation, to serve as such in accordance with the provisions of the By-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified. EFTA00186694 State ofDelaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "JEGE, INC.", FILED IN THIS OFFICE ON THE SEVENTH DAY OF SEPTEMBER, A.D. 2000, AT 2:15 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Edward J. Free!, Secretary of State 3284812 8100 AUTHENTICATION: 0662136 001452017 DATE: 09-07-00 EFTA00186695 18p-or-too 01:50pm From-1 Epstein & Company, Inc. 2123718042 7-150 P.004/005 F-135 CERTIFICATE OF INCORPORATION OF JEGE, INC. 1. The name of the corporation to be formed upon the filing of this Certificate ofIncorporation is JEGE, Inc. (the "Corporation"). 2. The address of the Corporation's registered office in the State ofDelaware is Corporation Trust, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company. 3. The nature of the business to be conducted by the Corporation is, or the purposes to be promoted by the Corporation are, to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State ofDelaware. 4. The total number of shares of stock which the Corporation shall have authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock, all of which shares shall be without par value. 5. The name and mailing address of the sole incorporator of the Corporation are Dan-en Indyke, 457 Madison Avenue, Fourth Floor, New York, New York 10022. 6. The Corporation is to have perpetual existence. 7. In furtherance, and not in limitation, of the powers conferred by the General Corporation Law of the State of Delaware upon the board of directors of the Corporation, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation. 8. Elections of the directors of the Corporation need not be by written ballot, unless the by-laws of the Corporation shall so provide. Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. 9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter EFTA00186696 day VI 'W.IVU CpbtOill Y wmpany. Inc. LICS(IMAL I-I5u P.005/005 F-I35 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockh olders of the Corporation are granted subject to such reservation. 10. A director of the Corporation shall not be perso nally liable to the Corporation or its stockholders for monetary damages for breach of fi duciary duty as a director, except for liability (a) for any breach of the direct or's duty of loyalty to the Corporation or its stockholders, (b) for acrs or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived any improper personal benef it. I, ME UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, hereby certify and declare that this is my act and deed and that the facts stated herein are true, and have hereunto set my hand this 7th day of September, 2000. c3)3i.,\ALLAK Darren K. Indyke Sole Incorporator EFTA00186697 Form 2553 Election by a Small Business Corporation (Rev. July 1999) (Under section 1362 of the Internal Revenue Code) OMB No. 154S-0146 oepannere of the Treasury ► See Parts II and III on back and the separate Instructions. internal Revenue Senior In The ran ',oration may maser send or fax this form to the IRS. See page 1 of the Instructions. Note= 1. This election to be an S corporation can be accepted only if all the tests are met under Who may elect on page l of the instructions; al signatures in Parts I and Iff we originals (no photocopies); and the exact name and address of the corporation and other required form information are provided. 2. Do not file Form 11205, U.S. Income Tax Rotten Mr an S Corporation. for any tax year before the year the election takes effect. 3. If the corporation was In existence before the &bah, date of this election, see Taxes an S cotporadon may owe on page 1 of the instructions. Part I Election Information Nemo of corporation (see Instructions) A E to r Idendficatlon number JRGE. Please Number, street, and room or suite no. (If a P.O. box. see Instmcdons.) Date Incorporated type or Print 103 Foulk Road, Suite 202 September 7 zonn City or town, state, and ZIP cods C Spate of InoxporatIon Wilmington, nr Delaware D Election is to be effective for tax year beginning (month, day, year) /01' /01 E Name and title of officer or legal representative who the IRS may call for more hforrnation F Telephone number of officer or legal representative Darren K. Indyke, Vice President G if the corporation changed Its name or address after applying for the MN shown in A above, check this box H If this election takes effect for the first tax year the corporation exists. enter month, day,- and year of the earliest of the following: (1) date the corporatIon.first had shareholders. (2) date the corporation first had assets, or (3) date the corporation began doing business • • •• ► Selected tax year. Annual return will be filed Mr tax year ending (month and day) ►-...Etegguitzgr....3.1 If the tax year ends on any date other than December 31. except for an automatic 52-59-week tax year endingiwith reference to the•month of December. you must complete Pan II on the back. If the date you enter Is the ending date of an automatic--52-53-week Uut year, write -52.53•week year' to the right of the date. See Temporary Regulations section 1.441 2T(e)(3). It Shareholders" Consent Statement. . .1 Name and address of each shareholder. Under penalties of perjury. we declare that we consent "" '': L. shareholders spouse having a community lir to the election of the above-named corporation to be en - ' Stack owned property Interest In the corporation's Share- S corporadon Under section 1352(a) and that wo have • " stock: end each tenant In common, Joint M Social security holders examined this consent statement. including tenant and tenant by the entirety. (A accompanying schedules and statements. end to the number or employer tax husband and wife (and their estates) are year best of ow knowledge and belief, It Is true, correct. and Sendficstion number counted as one shareholder In ends complete. We understand our consent is and Number Dates (see Instructionsi (month detenniwng the number of shareholders may not be withdrawn atter the corporation has modes of-shares acquired without regard to tlw manner In which the vatel election (Shareholders sign and data below) and stock Is owned,) day) Skeels= Date Jeffrey E. Epstein . 6100 Red Hook Querte 100 1/1/01 090-44-3348 12/31 Suite B-3 St. 'themes, UbVJ. M, 2. • n Under pentanes of perjury. I declare that I have examined do Section luding accompanying schedules and statements. and to the best of my knowledge and belief. It Is true• correct, a Signature of officer I. omelet°. A Fnr Paperwork Reduction Act Notice. see own 2 of the HrIhuctions. me s. Vice President Cat tin. lanseR Date b' 1 1741(11 From 2553. IRev. 7991 EFTA00186698 EFTA00186699 Jetfrey E. Epstein ibis is fo Certify i~at is the owner or One Hundred (1 00) / 0 / 4,ecW a.nd addedda d/fo,ted, aXve, _2. 4P ka/n4feeaa ort# 40,6 # ,aed,Z,teOAp",,,edoip, ZedAede,/,404, W ilnenA,, ,Learl .- ,9 a0oe.ele,marird deiz,frzezhaed dec#aer/Zuledlece&G. Oata: As of July 26, 1991