EFTA00188126

U.S. Department of Justice United States Attorney Southern District of Florida 500 South Australian Ave., Suite 400 West each, FL 3340! 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 MB. Inc. and Hyperion ir, 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. Sincerely, R. Alexander Acosta By: Assistant United States Attorney cc: FBI EFTA00188126 JOSEPH FLATTERBURY 1 JACK A.GOLDBERGER JASON S.WEISS ' Board Certified Criminal Trial Attorney y Member of New Jersey & Florida Bars May 10, 2007 A. Marie Villafafia, Esq. Assistant United States Attorney Office of the United States Attorney Southern District of Florida 500 South Australian Avenue, Suite 400 West Palm Beach, Florida 33401 VL4 HAND-DELIVERY JEGE, Inc. ("JEGE") and Hyperion Ait; Inc. ("Hyperion') Dear Ms. Villafafia: I 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: 1. 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 www.agvvpa.com EFTA00188127 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. ly trul it JACK A. GOLDBERGER cc: Federal Bureau of Investigation Gerald B. Lefcourt, Esq. Lilly Ann Sanchez, Esq. 2 EFTA00188128 REGISTRATION MOiTRAILIFEIUIRLI UNITED $TAT1S 04' AMERICA rib unties 9 J DOAN T Men Q• TilLANSPCII•TAT) Ok • F401/11A: AVIATION ADMINISTRATION A ~0 ba .5 11, .1.- CZRT1FI C ATE OF AIRCRAFT REGISTRATION OS ~II mans*. NATIONALITY A10 AIRCJarr St•IAL NO. AlICISTRATION wat! N E MANSA CURER ANC SA/NL$ACTIJFIERS CES•GNA 7IC« OF soric,RAFT 1 80EI M 727-31 :CAO Arcs! t ASSa ss Code SS Me661 ni t ••••bInk it .••••• I. Notts- JEGE INC C 103 FOULS RD STE 202 "i• WY - Y.iy ski • • se • und- $ WI Ls TINTO« X . 0803, 3742 1I•I• J VIS. U TM /Sin, Aye*. TH. ~fa ',mark. O ii... ..• se •••••• T ow. ••• ~sear 0 St brawn WIs* --a t i vijV .4 due NI /Ass Ma 410 skink Ion Ili 0 ear.4 so ik• tyro. •I Si la, pi,i Cill• Iasi am*la VáSS SYS al Sens. • iv rasa .01. Illi. rIelMbág CI ~Iry .; friI Araks NM Moues •. '144 N. •••• a. Inn , a••••••,•• «.• Id In& •44 Enid Wow asti e••••••••• U9 0•••• 'mom of T•••~•,1O,1 OAR or ISSUE F4f*IST AvlirtIon January 25 • 200• Adenawls hatIon AL ow. SOSC -Xli 375 S.T.SO4. teO1, s •A 2 st 11010 PATE II Of a ›,~ %EN' OF MAJISPORTATION-FEDVIAL AVIATION ACMINISIIIATION • STANDARD A3RWORTNINIESS CERTIFICATE lanDNAJTY MO I2 .001.04~ MD WOOL 3 ~I 1004 • CATLOOire RAT0.1~.7 • 1 1 BOEING 727-31 TRANSPORT AU"NORITY >NO MMI 0C/I 0~ •Slarai ~la • Mat Name to lie fi~ ~a. Mt sr 1030 ord~Wm •• e/ rods el ~ma to sow le SIM ~SI Nisteli~ml ~tun oars • ~Ws at.* ~Nit lo• ~Ss ter ads SmaR as Nu be dame • Soot Is MISIIII•••••I n ~NM» CliSp.•951. ~Id SWISIMI sr. POSSI Or Mr= la fate paina.~NRFs SOO Mrslied ~SO F.~« NON'S e rrnia moo 0::10MONI 0N~ •••, •••••••••••• ~OM. ~AA. a a l..~ A. • ~Se ryes* Cy SS .~1~~ ors.•••••1 aa.. ~It maiimma ~MSS weak ad Sibs al pleine• ~Sine •III1 ISM 21 Rare Vs TsijoeSA.~ 01 eaton One IS Tessa I. r~d Ykis Lblil MOM DAM C.« MaliViit I muhmT•Set ~km a May 17 200 I .1OI-DJ A_ SO I 7 As worsts ye a. mike ism ~Y. Ts ~Ss sels am • ...a Ott ~MA rt mutt on". N nee Mart •I ~Oa Ans "Cat WS, EFTA00188129 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE TOTAL AUTHORIZED ISSUE 1,503 SHARES PAR VALUE S.0001 EACH COMMON STOCK Jeffrey E. Epstein is the owner or One Hundred ( 1 00) e Aaal adda .kezt&fr 144 , alov -ito0otahm Azieletaa nei., on- 44 , dase , # a,ZeideoZetele por÷o÷aaogteled—tmtve, — deatzelet- . .e,e4tecal e0e4, e,te4su4d. GainA44„ aa€46,,a,.5for tfrent.da‘defreatae.tiab de4.aeatzlzedAtm, &IAA,: As of July 26, 1991 .ACCUSAL C04.00Aft •• • EFTA00188130 Form 2553 Election by a Small Business Corporation (Rev. hey 1999) (Under section 1362 of the Internal Revenue Code) OMB No. 16460146 h See Parts It and III on back and the separate instructions. Deparent or the Tnasury Inland Rennet Smite Iv The corporation may ether send or fu this loon to the IRS. See page 1 of the instructions. Notes: 1. Ibis election to be an S corporation can be accepted orey ffall the tests am met under Who may elect onpage/of the instructions as signora'', in Parts I and III are originals (no photocopies); and the exact name and address of the corporation and other regaled form Information we provklect 2. go not Are Fenn 11365, U.S. Income Tax Return for an S Comore:ion, for any tax year before the year the election takes effect. 3. rem corporation was in existence before the effective date °I d(s election, sae Than an s oninnivit may owe on gaggle( the instructions. Part Election Information Name or corporatIon bee Instructions) A Employer identification tumble 'MCP Tnr Please Number. seem end roan/suite no. if • P.O. box me insbuctlons) B Date Incorporated 1‘/Pe or Print 103 Faulk Road. Suite 202 September 7 7000 Cky or teen, saw. and Zr cod* C Stem of Incorpormlon Wi ngton.. DE 19803 Delaware D Election is to be effective for tax yew beginning (menet. day, year) o- / Irk / 01 E Nam and title of officer or legal representative Who the IRS may call for more F Telephone number of officer a legal reprthentative Darren K. Indyke, Vice President LAMS_ G tithe corporation changed its name a adeass alter applying for the ON shown Ii A above. check this box . ' . . . : - ...% . o H If this election takes effect for the Kth tax year the corporation exists. enter month. day.' end year of the eeriest of the follovdng: (1) date the corporation. first had shareholdes, (2) date the corporation first had assets, or (3) ..' • • date the corporation began doing business , • •• — is / I Selected tax year. Annual mean will be filed. to tax year ending (month and day) r....Ctetcembe;.3.1. If the tax year ends on any Core other than Decanter 31. except for an automatic 52-$3-week tax•year enetingo.nth reference to the month of December, you must complete Part II on the back. If the date you enter Is the ending date of en autornatic52-S3-week tax yew. write - 52-53-week year" to the right of the date. See Temporary Regulations section 1.441 THeiri. K Shareholders' Cement Statement. I Name and address of in shareholder; User pervades al pain, we memo dpi cadent ' shad Spouse having a commune& to toe ale akin of the aboyeramed corporation to bt an Stack Created - Slime- property interest in the corporation's S corporation meter seceen 1362N) and that me have holders stock; and each tenantin common, joint examined this conseM statement tattering hi Sadie tenuity tax tartan. and tenant by the eeatety. (A accompanying sceedures and gamma and to the 'number a empkryste husband are ere land their estates) are best of our knowledge end bold. a h true. cone:t and Identification number Year counted as one shareholder in ends complete. We teuterstend our tamed is tending and Number (Len Nee instructionsk @tenth determining the ember of shareholders may not tea after the corporation has media • ot WINOS timakied and eaten, AVM to the manner in white the wad Sabel. (Stwebolden sign end date bawl day) stock is arced) Sigma., Data Jeffre E. st in 100 1/1/01 1 2/ 3 1 Su e B- • sl. lliumas, UbV 1 005922 , 4 Linda penalties of ingot/. I declare that I have examined this electron ng accompanying schedules and statement, and to are best of my knovaedge and belief. It is Hue. correct plate. Signature of Sitter la f,A A ► Vice President pat" ► 1/24/nt EFTA00188131 To:0131212i3795..M P. 1'1 litedDITATCert 0040=t Of PARME*/ Cli TRANDPOR13010.0030ÉR41-4MAT0100110101111.4.11044 StANDARD AtRwojemNESS CEICIFICATE 141170tAtfrVANO 1 1.1.411.04CrUlteltm43 •100.0 I 4.1.0041004.1. 4 CA•1404t 03011114014410A0 MA41310 GIN-FSTILSIAA 011599 let TRANSPORT • Milmegte/MtleatfattraMet ritaireMflemeele•MarlettientatemettorattinstIMerna atiaille oteMelatt • • - %SMIC wtrereauneetrartAlul na"' der al •MMAn Mt/tombe. tapa •W•iiiteti • •• • • •« prteemlw me mets entremit, tel. eit IniMmirterm tt CaminSmatiii/iiMMI 44111imemeamea Men biapsent tretut ▪ ilibatiapH'soOtags ktietesdnimirit erraitelifffinelleni . emeataceett.m. Se' e'ore+, *•1•10'"ga *I Mattoriefek ettreenr Ikkiln. ienyboneet lateltareeMItt0,'Mettlitt .1"toMer..bugeiltlarbite (e. Jitteurgueia 11 loty,6 9919 90919‘,A..i/tAZ • ' Ascesocki7 41..tmour oca2;wee.rregs m‘ar.; reir Isiegarrei;InVe ergol; , IPMfoarldeSIMI1 Atecarieta - iehmereb...;es 1513111111> NOI TIRAII1M11/11.1 1.441TED Ittati 04 toMHUOA INIMIMINNT AleOit I' MOI - CCOCIUS. 1144 teillher Mitait°, watntentmIC04 tw tre Io !II, et- Da018C-Ale 00 ArtierAfT turt AfGerreN 14400h4tITY 410 ,wri04447 Sein. MD ItteSTRAtION 11.41M 151 kinnAncristni Att utAraulFACURGIF(C OtSGMAllard OF ArACA.Arr ELLEISMPM MROOPha GI tee! CAQ µpet AØ177 et:4,6+,1105SO MYttlitOK MR Ilte tD3 Fan; re rit 202 101-11P147011 DC 11803.»142 CORP9M 14011 M t toldla tM M É. tnehl aval tel vitam{ ut lit tablai J Se Inn.© Miette Mend.MOOIL OIMI lien st Itmettm 0 lem «comma ittuuMmi Cuis Milo toe tratem• P. net. Ot Mol le.me se• Cano t. teints bionfitt et. I MI. t« IMMItHou hum limette Dmemmnt 041‘ Ot 141340 M Trtotearemer Match M. 1004 Peigna Aviation egtaajetr e 440190t0P4 Actznindartration it Pers tait 11/0/) étmombo PIS Hal» EFTA00188132 U.S. Department ofJustice United States Attorney Southern District of Florida 500 South Australian Avenue, Suite 400 Wert Palm Beach, Florida 33401-6235 Tel: Par: 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 com lete the Business Records Certifications and Inventory Forms and return everything to Special Agent 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. Sincerely, R. ALEXANDER ACOSTA UNITED STATES ATTORNEY By Assistant United States Attorney Enclosures cc: Special Agent Ma FBI EFTA00188133 Diyision of Corporations - Online Services Page I of I State of Delaware The Official Website for the first State Visit the Governor I General Assembly I Courts I Other Elected Officials I Federal, Stale & Local Site: Stale Directory Help Search Delaware Citizen Services I Business Services I Visitor Info Department of State: Division of Corporations HOME Frequently Asked Questions View Search Results About Agency Secretary's Letter Newsroom Entity Details Frequent Questions Related Links Contact Us Office Location THIS IS NOT A STATEMENT OF GOOD STANDING SERVICES Pay Taxes Incorporation Date / 09/07/2000 File UCC's File Number 3284812 Formation Date: (mmicld/yyyy) Delaware Laws Online Name Reservation General Information Entity_ Name: JEGE, INC. Status Validate Certificate Entity Kind: CORPORATION Entity Type: GENERAL INFORMATION Corporate Forms Residency: DOMESTIC State: DE Corporate Fees UCC Forms and Fees UCC Searches REGISTERED AGENT INFORMATION Taxes Expedited Services 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: 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 fee of $20.00. Would you like r Status r Status,Tax & History Information Submit Back to Entity Search I To contact a Delaware Online Agent clidauge. site map I about this site I contact us I translate I delaware.gov https://sos-res.state.de.us/tin/controller 4/25/2007 EFTA00188134 Division of Corporations - Online Services Page I of 2 Its good State of Delaware being first: !I; ;:e• 1.1r:1 Stale Visit the Governor I General Assembly I Courts I Other Elected Officials I Federal, Stale & Local Site Stale Directory', Help Search I This Site J 'Your Search... Citizen Services I Business Services I Visitor Ink Department of State: Division of Corporations HOME REMOTE AGENTS "C" About Agency Secretary's Letter Newsroom Frequent Questions Related Links CAPITOL SERVICES, INC. CORPAMERICA, INC. Contact Us 2711 Centerville Road Office Location 615 South DuPont Highway Dover, DE 19901 Suite 400 SERVICES Kent County Wilmington, DE 19808 New Castle County INFORMATION Corporate Forms Ph: Corporate Fees Fax: Ph: UCC Forms and Fees or Taxes Website: http://www.capRolservices.com Fax: Expedited Services e-mat : in o corpam_grica.com Service of Process Registered Agents Get Corporate Status Website: http://www.CorpAmerica.com Submitting a Request THE COMPANY CORPORATION THE CORPORATION TRUST COMPANY 2711 Centerville Road Corporation Trust Center Suite 400 1209 Orange Street Wilmington, DE 19808 Wilmington, DE 19801 New Castle County New Castle County Ph: Ph: or Fax: Fax: Website: http://www.ctadvantage.com Website: http://www.corporate.com CORPORATION SERVICE COMPANY CORPORATIONS USA, LLC 2711 Centerville Road 341 Raven Circle Suite 400 Wyoming, DE 19934 Wilmington, DE 19808 Kent County New Castle County Ph: = Ph: or - A (2872) or Fax: Fax: e-mail: info incspoLcom Website: http://www.corporationsusa.com Website: http://www.incspot.com CORPORATIONS & COMPANIES, INC. (CorpCo) 910 Foulk Road Suite 201 http://www.corp.delaware.gov/ragt-c.shtml 4/25/2007 EFTA00188135 Division of Corporations - Online Services Page 2 of 2 Wilmington, DE 19803 New Castle County Ph: or Fax: Pay Taxes File_tgC's Delaware Laws Online Kamajteservations General Informet[on Status Validate Certificate Last Updated: Wednesday, 21-Mar-2007 16:52:58 EDT she map I about this site I contact us I translate I delaware.goy http://www.corp.delaware.gov/ragt-c.shtml 4/25/2007 EFTA00188136 CT Corppration - Contact Information Page 1 of 1 frerriflE=2= bilLiztak About CT We are always just a phone call or email away. Call 1 or Contact Information email us al Overview/History I 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 only and should not be used on official documentation. Your service team can provide R istered A ent addresses.) We are always just a phone call or email away. Call 1- or email us at infoectadvantage.COM 'Select a state For Delaware: CT Corporation Trust Center 1209 Orange Street Wilming n DE 19801 Phone: Toll Free: Fax: CTAdvantage.comn" is brought to you by CT Corporation O 2007, a Wolters Kluwer company. Legal Disclaimer. Privacy Policy, Terms of Use http://ctadmin.cladvantage.com/CTWebAdminApps/CTWebAdmin/pubcontent/ContactInformatio... 4/25/2007 EFTA00188137 Division of Corporations - Online Services Page I of I wvoirat;•,.\ It's good State of Delaware being first: The Official Website for the First State ••.,„,„ ••- Visit the Governor I General Assembly I Courts i Other Elected Officials I Federal, State & Local Site: Stale Directory I Help I Search Delaware Citizen Services I Business Services I Visitor Info Department of State: Division of Corporations HOME Frequently Asked Questions View Search Results About Agency Secretary's Letter Newsroom Entity Details Frequent Questions Related Links Contact Us Office Location THIS IS NOT A STATEMENT OF GOOD STANDING SERVICES Pay Taxes Incorporation Date / 07/18/1991 File UCC's File Number: 2268758 Formation Date: (mm/dd/yyyy) Delaware Laws Online Name Reservation General Information Entity Name; HYPERION AIR, INC. Status Validate Certificate Entity Kind: CORPORATION Entity Type: GENERAL INFORMATION Corporate Forms Residency: DOMESTIC State: DE Corporate Fees UCC Forms and Fees UCC Searches REGISTERED AGENT INFORMATION Taxes Expedited Services Name: CORPORATION SERVICE COMPANY Service of Process Registered Agents Get Corporate Status Address: 2711 CENTERVILLE ROAD SUITE 400 Submitting a Request City: WILMINGTON County: NEW CASTLE State: DE Postal Code: 19808 Phone: Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise lax assessment, current filing history and more for a fee of $20.00. Would you like r Status r Status,Tax & History Information Submit Back to Entity Search To contact a Delaware Online Agent click here. site map I about this site I contact us I translate I delaware.gov https://sos-res.state.de.us/tin/controller 4/25/2007 EFTA00188138 Page 1 of2 Westlaw Page 1 CORPORATE RECORDS & 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 OF 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: J. EPSTEIN & COMPANY, INC. Process Name: GOLD & WACHTEL, ESQS Process Address: 10 EAST 53RD STREET NEW YORK, NY 10022 County: NEW YORK FILING INFORMATION Identification Number: Filing Date: 11/18/1988 State of Incorporation: NEW YORK Duration: PERPETUAL Status: 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 ° 2007 Thomson/West. No Claim to Orig. U.S. Govt. Works. hilps://web2.westlaw.com/print/printstream.aspx?pri1=HTMLE&destination=atp&sv=Full&vr=2.... 4/25/2007 EFTA00188139 Page 2 of 2 Page 2 NAME INFORMATION Former Name: JEFFREY E. EPSTEIN, INC. AMENDMENT INFORMATION Amendments: 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 STOCK INFORMATION Stock: Authorized 200 Shares: Call Westlaw CourtExpress at 1.0677-DOC-RETR (1- 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. littps://web2.westlaw.com/print/pri ntstream.aspx?pd1=HTMLE&destination-atp&sv=Full&vr=2.... 4/25/2007 EFTA00188140 • n0 0' 0 0 0 0 ,0 0 7 9 4 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 0 USDepartment Aircraft Make and Model N otlarapcnotion BOE DIG 727e• 31 Present Registration Number Federalkdallon Serial Number Administration N ilfr ICAO AIRCRAFT. ADDRESS CODE FOR N908JE.= 53106661 . Issue Date: MARCH.24, 2001 This is your authority to change the United States registra• I Von number on the above described aircraft to the special JEGE INC • • registration number shown. 103.FOULK RD STE 202 . • Carry duplicate of this form in the aircraft together with the WILMINGTON DE 19803-3742 old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- ,• est Flight Standards District Office. • , , TOs COSED Q, 1 The latest FAA Form 81304, Application 110118,E la? 1 For Airworthiness on file Is dated: JULY • 23. 1990 wirE The airworthiness classification and category: STD -TR ANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is ill 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 expirOs: MARCH 24, 2002 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above. •• LI - Civil Aviation Registry, AFS-750 P.O. Box 25504 Signature of Owner • Oklahoma City, Oklahoma 73125-004 T of Owner . R&S,T 06_ N r r Date Placed on Aircraft AC Form 806044 (6/96) Supersedes Previous Edition ' i I . i EFTA00188141 FrED WITH FAA tlr; '01:F1PR 9 API 11 06 GKLAI:OMA CITY OKLAHOMA - • I. • • e • . • t •• I Y. • •a1 • • I. . • .. • ••• - I r ••• 31) ' • •' I a • • lr. , • 7 • r ..a • 1 • • t, I • • , i• , • 1• a, I dr la EFTA00188142 .0 0 0 O. 0 0 ?ley I A Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • S 1-24-01 FEDERAL AVIATION AEMMISTRATION DATE: =PAL REccars DIVISION OICLAHONA CITY, OK WHEN AVAILABL RESERVE N Gentlemen: Please reserve N NAM ONLY for: • -4q 4**********************************************************************************. pipnca reserve for assignment to the folic:wing aircraft: Boeing 727-31 Current NH Make Modal. Serial # Which is (1) being purchased by: XX or (2) is registered to: JEGE, Inc. 010241131183 $20.00 01/24/2001 • c/o IATS, PO Box 19527 Okla. City, OK 73144 Feyrent of the required $10 fee per number to reserve it for one year is attadhed. If the preferred N number is not available, please contact the trtdersigned for a selection of a near number. Plow send the letter of confirrration for .thelta 9es-eStunber to Insured Aircraft Title Service in the P.D.. Roan. ADDITIONAL INFORt4ATION:•„ *See Part III for the completion of the N number change. REQUESTED BY:. 0139111(flt (. %taCkr..-) Serving the Aviation Financial Community for over 30 years EFTA00188143 EFTA00188144 FILED WITH FAA AIRCRAFT REGISTRATION BR '01 JAN 24 API 11 19 OKLAHOMA CITY OKLAHOMA BAY (4. •• •••• • ni • 74ri FORM APPROVED 0 0 0 0 0 0 0 OMB No. 2120-0042 0 9 4 • UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FL941tAL AVIATION AOLINISTRATIONlina liONRONEV AlMormuricAL CDITTA 14 1;1' — I AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N AIRCRAFT MANUFACTURER & MODEL Boeing 727-31 AIRCRAFT SERIAL NO. 1( JAN 2 5 2001 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership g 3. Corporation O 4. Co-owner O 5. Gov't. O 8.Non-Crartben Corpo tion NAME OF APPLICANT (Porson(s) shown on evidence of ownership. II Individual, give last name, fest name, and middle Initial.) JEGE, Inc. TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) Number and greet103 Foulk Road, Suite 202 Rural Route: P.O. Box: CITY STATE ZIP CODE Wilmington DE 19803 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATIINTI0NI Read the following statement before signing this application. This portion MUST be completed. A false or dishoneH envier to any question In this application may be grounds for punIshmeM by fine and/or impdsortment (US Coda. Mkt 1% SOC. TTO4 CERTIFICATION • IWE CERTIFY: (I) That the above aircraft Is owned by the undersigned applicant. who is a damn (Including corporations) of the IMAcd Stales. (For voting trust, give name of trustee: ) or CHECK ONE AS APPROPRIATE: e. O A resident alien, with alien registration (Form 1.151 or Form 1.551) No. b. [(Anon-citizen corporation organized and doing Ordinals under the laws of (state) end sold aircraft is based and primarily used hi the Wiled States. Records or Right hours are available for Inspection at (2) Thal the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership Is attached or has been Ned with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE DAT i /1 I ' 0_ i-. s/ 6`gz )( Prpgident IL 2 z SIG TURE TRLE DATE • t ISSUED TEMP CERT OF ==,7) SIGNATURE TITLE nca TOs/7 EXPIRE DATE 2 _2v_ev hIs .. - I o/o NOTE Pending receipt of the Certificate or Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be carded in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00188145 EFTA00188146 FILED W AIRCRAFT RE ITH FAA GISTRATION BR 2001 JfiN 19 AP I 11 59 OKLAHOMA CITY OKLAHOMA =eh FORM OMBNO.APPROVED 2120-0042 ITED STATES OF AMERICA U.S. DEPARTMENT ADIGISTROON ODER/OAVIATIOIN OF i TRANOORTaION 9 4 ;CC015169 AIRCRAFT BILL OF SALE PP • FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) THE THE LEGAL OF St. E I DI/' AND BENEFICIAL CRIBED TITLE OF THE AIRCRAFT DES- AS FOLLOWS: OF FULL I -I UNITEDSTATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL CONVEYANCE RECORDED AIRCRAFT N07 4 2001 JAN 25 fill 9 DOES THIS 1-1-- DAY OF A- 2110+11 09 HEREBY SELL, GRANT, TRANS R AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FEDERAL AVIATION IN AND TO SUCH AIRCRAFT UNTO: DO a N (IFNAME GIVELASTNAME.FIRSTNAME,ANDMIDDLE INDIVIDUAL(S), AND ADDRESS INITIAL) JEGE, Inc. 457 Madison Ave, 4th Floor PURCHASER New York NY" 10022 DEALERCERTIFICATE NUMBER AND THE2UL SINGULARLY TO $S 0--YS SAIDCEAIRCRAFT FOREVER,ANDWARRANTS S. ANDASSIGNSTOHAVEANDTOHOLD THETIRETHEREOF. IN TESTIMONY WHEREOF HAVESET Cr HANDANDSEALTHIS DAYOF Q00( NAME (S) OF SELLER v SIGNATURE(S) TIT6£ (TYPED OR PRINTED) M FORCO-OWNERSHIP, MUST (TYPED Wig (IF EXECUTED ORPRINTED) 0 SIGN.) ALL Real Estate Ex- jwit rattla u., Vice President SELLER change, Tnc. V . ACKNOWLEDGMENT BY (NOTOFREQUIRED LOCALAWFORVALIDITY FORPURPOSESOF FAAREOltitit unV,LE_VER, THEINSTRUMENT.) MAYBE REQUIRED 1215523 SS " °C) °1 / 1 9/001 ORIGINAL: TO FAA ACForm8050-2(9/92)(NSN0052-00.629.0003) Supersedes Previous Edition EFTA00188147 EFTA00188148 • 4 .7 O.. 5 )4 FILED WITH F AIRC AA R A F T R EG ISTRATION BR 2001 A N 1 9 fl fr i 1 1 54 OKLAHOMA C ITY OKLAHOMA 0 0 .0 0 0 0 '0 0 9 4 9 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION . • 0001516 t THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a security conveyance covering the collateral shown. PART II is a suggested form of release which may be used to release the colMteral from the terms of the conveyance. PART I— CONVEYANCE RECORDATION NOTICE CONVEYANCE RECORDED NAME (last name first) OF DEBTOR Real Estate Exchange, Inc. 2001 JAN 25 API 9 02 NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Limited Service Corporation do Timothy P. Stehle FEDERAL AVIATION The Limited, Inc. ADMINISTRATION 4387 International Gateway Columbus, Ohio 43219 SEE RECORDED CONVEYANCE NAME OF SECURED PARTY'S ASSIGNOR (If assigned) WA ..L_2L. 2/3 0 ., NUMBER ficHEekil?-1___PAGES 39 al FAA REGISTRATION AIRCRAFT SERIAL AIRCRAFT MFR. (BUILDER) and MODEL NUMBER III Boeing 727-31 ENGINE MFR. And MODEL ENGINE SERIAL NUMBER (S) Pratt & Whitney, JTBD-219 (position 1 & 3) and JT80- 726121(posIllon 1), 654373 (position 2) & 726122 (position 3) 78 (position 2) PROPELLER MM. And MODEL PROPELLER SERIAL NUMBER (S) None None filed 11(16100 THE SECURITY CONVEYANCE DATED /1126/00 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON a a. op AS CONVEYANCE NUMBER O.V82/3. _. FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by the secured party and returned to the FAA Aircraft Registry when the terms of the conveyance have been satisfied. See below for additional Information) THE UNDERSIGNED HEREBY CERTIFIES AND ACKNOWLEDGES THAT HE IS THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE ABOVE-DESCRIBED COLLATERAL AND THAT THE SAME COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE CONVEYANCE. ANY TITLE RETAINED IN THE COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED, TRANSFERRED, AND ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TO THE ASSIGNEE OF SAW PARTY IF THE CONVEYANCE SHALL RAVE BEEN ASSIGNED: PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN NOR IMPLIED BY REASON OF EXECUTION OR DELIVERY OF THIS RELEASE. DATE OF RELEASE: • 7fi A' . LIMIT SE CE CORPORATION 1; SECURITY HOLDER) / SIGNATURE (in Ink) Kenneth B. Gilman TITLE President A PERSON SIGNING FOR A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW HIS TITLE. A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL AVIATION REGULATIONS (14 CFR) AC Form 8050-41 (7-83) (0052-00-543-9001 EFTA00188149 EFTA00188150 FILED WITH FAA BR AIRCRAFT REGISTRATION nu JAN 19 RFI 11 59 OKLAHOMA CITY OKLAHOMA 3e)- 02 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT November 16, 2000 FROM DOCUMENT NO. REAL ESTATE EXCHANGE, INC. K028213 TO OR ASSIGNED TO DATE RECORDED LIMITED SERVICE CORP. December 18, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: (List by registration number) all I TOTAL NUMBER INVOLVED I ENGINES I T_CITA.W•IUMBER INVOLVED 3 mmeNg) SERIA PRATT & WHITNEY JT8D-219 NO. PRATT & WHITNEYIL3D-IB PROPELLERS TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: BOEING 727-31, SN: AC FORM 805023 0-90 (0052-004826000) EFTA00188151 e EFTA00188152 Sci- 19 1 0 0 0 0 0 0 5 8 3 6 K 0 2 8 2 13 AIRCRAFT SECURITY AGREEMENT CONVEYANCE RECORDED . Debtor: Real Estate Exchange, Inc. 900 SW 5ih Avenue Mezz. Level 2000 DEC 18 P11 1 35 Portland, Oregon 97204 FEDERAL AVIATION Secured ADMINISTRATION Party: Limited Service Corporation do Timothy P. Stehle The Limited, Inc. 4387 International Gateway Columbus, Ohio 43219 Date: \\— \kg , 2000 Complete description of collateral being mortgaged: Aircraft: FAA Registration Number - Make and Model - Boeing 727-31 Serial Number - 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 "Oblaffig6dhe order named: 05.00 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 ($42,000,000), with interest thereon at the rate of the prime rate of interest per annum announced from time to time by Bank One, N.A. (the "Prime Rate"), compounded from such ' 003211450328 05.00 11/16/2000 I 003211454135 05.00 11/16/2000 EFTA00188153 EFTA00188154 FILED 2W F.sIisTTHr: FAA '00 N O U 1 6 PM OKLA 352 O H MA OKLA HOMCAI TY 10000 005837 SECOND: (1) The prompt and faithful discharge and performance of (a) each agreement of Debtor herein contained made with or for the benefit of Secured Party in connection with the Obligations secured hereby and (b) each of the other documents executed by Debtor in connection herewith or with the Note, and (2) the repayment of any sums expended or advanced by or on behalf of Secured Party or Debtor for the maintenance or preservation of the • property mortgaged hereby or in enforcing Secured Party's rights hereunder or thereunder. 2. DEBTOR'S REPRESENTATIONS. WARRANTIES AND COVENANT$ Section 2.01. Debtor hereby represents and hereby warrants to Secured Party that it is the absolute owner of all of the legal and equitable title to the Aircraft and in possession thereof and that the same is free and clear of all liens, encumbrances, and adverse claims whatsoever. Section 2.02. Debtor hereby agrees to (a) maintain, at its expense and with reputable, licensed insurers, insurance naming it and Secured Party as named insureds in the following types and amounts: (i) hull insurance in amount not less than $21,000,000; (ii) liability insurance in amount not less that $300,000,000 per occurrence as respects ground risks; and, (iii) liability insurance in amount not less that $300,000,000 with respect to the Aircraft for all times during which the Aircraft is engaged in flight operations; (b) convey or suffer to exist no interest in the Aircraft without the express written consent of Secured Party; and (c) indemnify and save and hold harmless Secured Party for and against any and all claims, losses or expenses arising out of Debtor's (i) possession, operation or use of the Aircraft or (ii) breach or failure to comply with any provision of the Note or this Security Agreement to be kept and performed by Debtor. Section 2.01. 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 EFTA00188155 31- Ito " . • ••• EFTA00188156 0 0 0 0 0 0 5 8 3 8 Section 2.05. (a) Debtor will, at its own cost and expense, inspect, service, repair and maintain the Aircraft, or cause the Aircraft to be inspected, serviced, repaired and maintained, in good operating condition, and will cause the airworthiness certification of the Aircraft to be maintained in good standing at all times under the Federal Aviation Act. (b) Debtor shall, at its own cost and expense, replace or cause to be replaced all equipment and replacements which may from time to time be a part of the Aircraft and which from time to time may become worn out, lost, destroyed, confiscated or rendered unfit for use. Such equipment and replacements (i) shall be in as good operating condition and shall have a value and utility equal to that which the equipment or replacement being replaced would have had if it were in usual condition and good repair, and (ii) shall be owned by Debtor free and clear of all liens and encumbrances. All such equipment and replacements shall be and become a part of the Aircraft and shall be subject to all the terms of this Security Agreement. Replacements involving an engine and replacements involving major items of equipment shall be reported by Debtor to Secured Party promptly after such replacements are made, and such reports shall describe in reasonable detail the items so used as replacements and the items replaced thereby. (c) Any part or item of property may be removed from the Aircraft in order that the same may be replaced, inspected, repaired, reconditioned or otherwise serviced without affecting or impairing the lien and security interest of Secured Party with respect to such part or item of property. However, no replacement or equipment subject to the lien imposed by this Security Agreement or other item of property useful in connection with the operation of the Aircraft shall be removed therefrom or replaced except in accordance with this Section 2.05 and for the purposes of such replacement, inspection, repair, reconditioning or other service operation. Section 2.06. (a) Immediately after any engine which becomes a part of the Aircraft is replaced in accordance with the provisions of Section 2.05, Debtor will execute and deliver a supplement to this Security Agreement in form and substance satisfactory to Secured Party (the "Supplement"), which Supplement, among other things, shall cause the property described therein to be subject to the lien and security interest created under this Security Agreement. Section 2.07. Debtor covenants and agrees that it will comply with all applicable federal, state, municipal, territorial and foreign laws, ordinances, regulations and rules applicable to any of the Aircraft, and that it will not cause or permit the Aircraft to be used or operated in any manner contrary to any such law, ordinance, regulation or rule. Debtor also agrees not to fly the Aircraft, or suffer the Aircraft to be flown or located, in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft or required by the terms hereof. Debtor also agrees, without limiting the generality of the foregoing, (a) not to fly or suffer the Aircraft to be flown or located in any of the former so-called "Iron-Curtain" countries or areas, including without limitation Russia, Ukraine, Georgia, Hungary, the Czech Republic, the Slovak Republic, Croatia, Bosnia-Herzegovina, Bulgaria, Albania, Poland, Rumania, Latvia, Estonia, Lithuania, Viet Nam, China, Cuba and North Korea, or in any satellite country of, or any territory occupied by, or under control of, Russia or China, or in Iraq, Iran or Afghanistan; and (b) not to use, fly or locate any of the Aircraft, or suffer any of the Aircraft to be used, flown or located, in or near any recognized or threatened area of hostilities unless fully covered to Secured Party's satisfaction by 3 EFTA00188157 EFTA00188158 1 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 2.0R. 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 2.10. (a) Debtor shall maintain such log books and other records pertaining to the Aircraft required by the rules and regulations of the Federal Aviation Administration. Debtor shall keep accurate and complete books and records regarding the Aircraft in accordance with generally accepted accounting principles. For the purpose of establishing the location and value of the Aircraft, Debtor shall furnish to Secured Party information adequate to identify the Aircraft at such times and in such form and substance as may be requested by Secured Party. Debtor shall permit and arrange for Secured Party to review such log books, books and records upon written request and shall furnish Secured Party with such additional information relating to the Aircraft as Secured Party shall reasonably request. (b) Debtor represents and warrants that the site at which the Aircraft will be permanently hangared or located (its "Permanent Site") is accurately and completely set forth on Exhibit A attached to this Security Agreement and that an exhibit to each Supplement will accurately and completely set forth the Permanent Site of any additional engines which become part of the Aircraft. Debtor shall not change, or permit to be changed, the Permanent Site of Aircraft, except to such new location as it may establish in accordance with paragraph (d) of this Section 2.10. In the event that the Aircraft is to be removed from its Permanent Site to a location within the United States of America for more than 180 days (or more than 60 days with respect to any such engine of less than 750 horsepower which is removed to the State of Louisiana), Debtor shall give Secured Party written notice of this fact, including information concerning proposed temporary locations, the length of time it is expected to be removed from its Permanent 4 EFTA00188159 • -et EFTA00188160 1 0 0 0 0 0 0 5 8 4 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, hOwever, that this prohibition shall not apply to routine flights from or to the United States of America in the ordinary course of business. (c) Debtor represents and warrants that Debtor has its principal business office at, and all of the original books of account and records of Debtor relating to the Aircraft are kept at, the address set forth for Debtor at the beginning of 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 2 19. Debtor will pay when due any and all taxes, charges and assessments which are levied upon or with respect to the Aircraft and the operation thereof. Section 2.13 Debtor will furnish to Secured Party or make available to Secured Party for review as and when requested by Secured Party any information or documentation or records reasonably requested by Secured Party. 3. DEFAULT: REMEDIES Section 3.01. Time is of the essence of this Security Agreement. It is hereby agreed that, if default be made in the payment of any part of the principal or interest of the Note secured hereby at the time and in the manner therein specified, or if any breach be made of any of the other Obligations, or if any or all of the property covered hereby be hereafter sold, leased, transferred, mortgaged, or otherwise encumbered without the written consent of Secured Party first had and obtained, or in the event of attachment or seizure of the Aircraft under execution or other legal process, or if for any other reason Secured Party may deem itself insecure (each an "Event of Default"), then the whole principal sum unpaid upon the Note, with the interest accrued thereon, or advanced under the terms of this Security Agreement, or secured thereby, and 5 EFTA00188161 EFTA00188162 0 0 0 0 0 0 5 8 4 1 301- the interest thereon, shall immediately become due and payable at the sole option of Secured 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 EFTA00188163 e EFTA00188164 10000009812 26-7 (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; (I) the recovery of judgment for the outstanding balance of the Obligations and the collection of the same out of any properties of Debtor; or (vi) the enforcement of any other appropriate remedy, and Secured Party shall be entitled, as a matter of right, to the appointment of a receiver of all or any part of the Aircraft. Section 3.01. Debtor hereby irrevocably appoints Secured Party, its agents and attorneys, successors and assigns, and each of them, the true and lawful attorneys of Debtor, in its name and stead, to make all necessary transfers of any part or all of the Aircraft in connection with any sale or other disposal thereof made pursuant to Section 3.02, and for that purpose they may execute all necessary instruments of assignment and transfer, Debtor hereby ratifying and confirming all that its said attorneys shall lawfully do by virtue hereof. Nevertheless, Debtor shall, if so requested by Secured Party, ratify and confirm any such sale or other Aircraft disposal by executing and delivering to the transferee of any part or all of the Aircraft such proper bill of sale, conveyance, instrument of transfer, release or other document as may be designated in such request. 4 MISCELLANEOUS Section 4.01. Any notices hereunder shall be given to the parties at their respective addresses set forth herein. Section 4.02. This Security Agreement is to be interpreted under the local laws of the State of Ohio, except only to the extent of United States federal laws of mandatory application. 7 EFTA00188165 3% . EFTA00188166 3000000r1 843 IN WITNESS WHEREOF, the parties hereto have executed and sealed this Agreement on the day and year first above written. ACKNOWLEDGMENT: DEBTOR: REAL ESTATE EXCHANGE, INC. By: Print Name: Its: ACKNOWLEDGMENT. SECURED PARTY: 44, LIMITED SERVICE CORPORATION By: Print Name: Title: 11. R 8 EFTA00188167 ,;- q EFTA00188168 0 S 8 4 4 31-3 3 0 0 0 00 IN WITNESS WHEREOF, the parties hereto have executed and sealed this Agreement on the day and year first above written. • ACKNOWLEDGMENT: DEBTOR: beRaioek- REAL ESTATE EXCHANGE, INC. By: Print ame: VeyNar._ 1..a.r4, Its: Sec c,e_. ACKNOWLEDGMENT: SECURED PARTY: LIMITED SERVICE CORPORATION By: Print Name: Title: 8 EFTA00188169 ..• a - EFTA00188170