EFTA00277967.pdf

000000794 Diu -00' Special Registration Number ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS N 9OBJE et Aircraft Make and Model US.Department of Transpociation BOE LNG 7.27.:-:- 31 Present Registration Number Federal Aviation Serial Number Administration N 20115 1384O1O 50515 Issue Date: 411 ICAO AIRCRAFT . ADDRESS CODE , MARCH.249 2001 . FOR 149O8JE.-7 53106661 This is your authority to change the United States registra- tion number on the above described aircraft to the special , registration number shown. JEGE INC . 1 Carry duplicate of this form in the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- est Flight Standards District Office. ,, TO CIAO*1) 2©01 The latest FAA Form 8130-6, Application 1\0 B‘1 For Airworthiness on file is dated: kli° JULY 23. 1990 DM The airworthiness classification and category: STD TR ANS? 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 affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date. 0 The authority to use the special number expires: MARCH 249 2002 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above. ' , • 'l Aviation Registry, AFS-750 , . Box 25504 , Signature of Owner. ahoma City, Oklahoma 73125-0504 T of Owner: RL-ST ID6. f\-rr Date Placed on Aircraft: AC Form 8050-64 (6/95) Supersedes Previous Edition EFTA00277967  • I 7 .1 ..• at ....et I Or •••••••••*$ 0IIP ti ••• Fl ED WITH FA iii 01 0) f,ir; - r 7 :1 • • '01:APR 9 API 11 06 • • • • • OcUkii0liA CITY &; OKLAHOMA • • • • 4' • • I # , AA • ar. • • ID • • • (dl j• • • • a J I • • • • • • - r • ' f • * 1 • f ft :1/4)i) ., • ref • • .1 r4 • r Jr. •• 1. • • ; 4)-) I r I • .1 • it I • • • 1 • .4, O • a 1 t4 • ' ••-• 6 4 • • 'w▪ a ( ti 4 • ; • • a...••••• • • " • • I • • if • el• • • •-•-• • rota • 0 1 Pe hti I EFTA00277968  .o o o o o Kr Insured Aircraft Title Service, Inc, M. Box 19527 • Oklahoma City, Oklahoma 73144 • FAX #405-681-9299 1-24-01 FEDERAL AVIATION ADMINISMA'11ON DATE: CENTRAL RECORDS DIVISION WHEN AVAILABLE OKLAHOMA CITY, OK RESERVE N C._ntlerren: Please reserve N 21 MAR k nit ONLY for: 3-057. ********************************************************************************* Please reserve N 908JE for assignment to the following aircraft: N505LS* Boeing 727-31 20115 Current N# Make Model Serial # Which is (1) being purchased by: X X or (2) is Legistered to: • JEGE, Inc. orne411anea 510-00 01/24/2001 c/o IATS, PO Box 19527 Okla. City, OK 73144 Payment of the required $10 fbe per number to reserve it for one year is attached. If the prefeLLed. N number is not available, please contact the undersigned for a selection of a new number. Service in the M. Please send thqlatter of confirmation for th Room. to Insured Aircraft Title ADDITIONAL INFORMATION: *See Part III for the completion of the N number change. ,1 ; , t rs ,J REQUESTED BY: 0QU\ c a.C3Cr-} Serving the Aviation Financial Community for over 30 years EFTA00277969 EFTA00277970 FILED WITH FAA AIRCRAFT REGISTRATION BR '01 JON 29 1119 11 19 OKLAHOMA CITY OKLAHOMA • 1 • 44, • • gb ) *rs  FORM APPROVED 0 0 D 0 0 OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDVAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION ,,j [4,...../ CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 11 M 505LS AIRCRAFT MANUFACTURER & MODEL .- Boeing 727-31 AIRCRAFT SERIAL No. i;, . JAN 2 5 2001 20115 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 8. Non-Citizen • 1. Individual 0 2. Partnership [ 3. Corporation • 4. Co-owner • 5. Gov't. Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) JEGE, Inc. TELEPHONE NUMBER: ( 30 656-1950 ADDRESS (Permanent mailing address for first applicant listed.) Number and street: Rural Route: • Box: CITY STATE ZIP CODE Wilmington DE 19803 Ill CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION • UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ), or: CHECK ONE AS APPROPRIATE: a. D A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE DAT 7 ti1li71 i ll Of - PrPSide-It Illz SIG TUBE TITLE DATE st,2_,, <<z , ISSUED TEMP CE 1 OF O- c...) 0 i0— Fl (I) SIGNATURE TITLE 17EGN ---1 0 EXHIHE DATE 2 _2v 6/ ul . T 0 /0_577 n't- .3 - NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00277971 EFTA00277972 FI L E D W IT H AIRCRAFT FAA REG I ST RA T IO N BR 2001 JP.N 19 f l I l l 1 1 54 OKLA H O M A C I T Y OKLAHOMA  FORM APPROVED UUTED STATES OF AMERICA OMB NO. 2120-0042 U.S. DEPARTMENT OF IRANOORlaION ODERt0AVIATUI ADUISTROON 9 ≤1 AIRCRAFT BILL OF SALE - I ;CC015169 FOR AND IN CONSIDERATION OF $t. THE • UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: L., - UNITED STATES REGISTRATION NUMBER 114 505LS AIRCRAFT MANUFACTURER & MODEL CONVEYANCE RECORDED Boeing 727-31 AIRCRAFT SERIAL No. 20115 2001 JRN 25 fill 9 DOES THIS / 0, DAY OF 2ifOGI 09 HEREBY SELL, GRANT, TRANS R AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FEDERAL AVIATION 111 IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) '34j.• httN JEGE, Inc. PURCHASER 457 Madison Ave, 4th Floor New York NY £' 10022 DEALER CERTIFICATE NUMBER AND TO 4...Z-LS 97Ar- CA SS 0--YS S, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF HAVE SET HAND AND SEAL THIS 79 ) AC DAY OF Ei)75)( • NAME (S) OF SELLER SIGNATURE (S) TIT (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST SIGN.) Real change, Estate TRFL. Ex- ditibezxao,„_. Vice President ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA REetilolt§,- ,aligEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) J. 9523 St5. 00 01 119, 2001 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition EFTA00277973 EFTA00277974 4, r-,;- • - O.,11 FILE D W I T H F AIR A A C RA F T RE G IS T R AT I ON B R 2001 AN 19 f i f i 1 1 59 OKLAH O M A CI T Y OKLAHOMA • •  0 .0 0 0 0 '0 0 9 4 9 LIO -( DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - • 00015168 THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a security conveyance covering the collateral shown. PART II is a suggested form of release which may be used to release the collateral from the terms of the conveyance. PART I- CONVEYANCE RECORDATION NOTICE CONVEYANCE RECORDED NAME (last name first) OF DEBTOR Real Estate Exchange, Inc. 2001 JAN 25 1111 9 02 NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Limited Service Corporation c/o 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) N/A NUMBER <0 2 -g 7-/-3 FICHE# 3 PAGER 31-21 FAA REGISTRATION AIRCRAFT SERIAL AIRCRAFT MFR. (BUILDER) and MODEL NUMBER NUMBER Boeing 727-31 N505LS 20115 ENGINE MFR. And MODEL ENGINE SERIAL NUMBER (S) Pratt & Whitney, JT8D-219 (position 1 & 3) and JT8D- 726121(position 1), 654373 (position 2) & 726122 (position 3) 7B (position 2) PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER (S) None None filed 11/16/00 THE SECURITY CONVEYANCE DATED i11/16/00 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON a atop AS CONVEYANCE NUMBER _ 01)213 __. FAA CONVEYANCE EXAMINER PART II - RELEASE - (This suggested release form may be executed by the secured party and returned to the FAA Aircraft Registry when the terms of the conveyance have been satisfied. See below for additional information) THE UNDERSIGNED HEREBY CERTIFIES AND ACKNOWLEDGES THAT HE IS THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE ABOVE-DESCRIBED COLLATERAL AND THAT THE SAME COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE CONVEYANCE. ANY TITLE RETAINED IN THE COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED, TRANSFERRED, AND ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TO THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE SHALL HAVE BEEN ASSIGNED: PROVIDED, THAT NO EXPRESS WARRANTY IS GIVEN NOR IMPLIED BY REASON OF EXECUTION OR DELIVERY OF THIS RELEASE. GJ DATE OF RELEASE: • 7f / * , LIMIT SE CE CORPORATION ME SECURITY HOLDER) r SIGNATURE (in ink) Kerineth B. Gilman TITLE President A PERSON SIGNING FOR A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW HIS TITLE. A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL AVIATION REGULATIONS (14 CFR) AC Form 8050-41 (7-83) (0052-00-543-9001 EFTA00277975 EFTA00277976 FILED WITH FAA ION BR AIRCRAFT REGISTRAT 2001 AN 19 AM 11 59 OKLAHOMA CITY OKLAHOMA 9h  3 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 LEvII1ED SERVICE CORP. December 18, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) TOTAL NUMBER INVOLVED 1 N505LS ENGINES TOTAL NUMBER INVOLVED 3 MAKE(S) SERIAL PRATT & WHITNEY JT8D-219 NO. 726121, 726122 PRATT & WHITNEY JT8D-7B 654373 PROPELLERS TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N505LS, BOEING 727-31, SN: 20115 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00277977 EFTA00277978  )9 0 0 0 0 0 0 8 3 6 K 0 28 213 AIRCRAFT SECURITY AGREEMENT CONVEYANCE RECORDED . Debtor: Real Estate Exchange, Inc. 900 SW 5th Avenue Mezz. Level OEC 18 Pig 1 3S 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: , 2000 Complete description of collateral being mortgaged: Aircraft: FAA Registration Number - N505LS Make and Model - Boeing 727-31 Serial Number - 20115 Engines: Two Pratt & Whitney engines, model number JT8D-219, serial numbers 726121 and 726122; and Pratt & Whitney engine, model number 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 "obig Ria5 • 6 ghe order named: 55.00 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 It 003211450328 95.00 11/16/2000 '1 003211454135 $5.00 11/16/2000 EFTA00277979  ;i_ I A 213 VtiOlitr70 SE 0 1/U014ft/7)1;0 WO tild 91110N . tor tied :USE:3 00, 0it`r17.1-4 4714 • • EFTA00277980  10000 005837 31-17 SECOND: (1) The prompt and faithful discharge and performance of (a) each agreement of Debtor herein contained made with or for the benefit of Secured Party in connection with the Obligations secured hereby and (b) each of the other documents executed by Debtor in connection herewith or with the Note, and (2) the repayment of any sums expended or advanced by or on behalf of Secured Party or Debtor for the maintenance or preservation of the property mortgaged hereby or in enforcing Secured Party's rights hereunder or thereunder. 2. DEBTOR'S REPRESENTATIONS. WARRANTIES AND COVENANTS Section 2.01. Debtor hereby represents and hereby warrants to Secured Party that it is the absolute owner of all of the legal and equitable title to the Aircraft and in possession thereof and that the same is free and clear of all liens, encumbrances, and adverse claims whatsoever. Section 2_02. Debtor hereby agrees to (a) maintain, at its expense and with reputable, licensed insurers, insurance naming it and Secured Party as named insureds in the following types and amounts: (i) hull insurance in amount not less than $21,000,000; (ii) liability insurance in amount not less that $300,000,000 per occurrence as respects ground risks; and, (iii) liability insurance in amount not less that $300,000,000 with respect to the Aircraft for all times during which the Aircraft is engaged in flight operations; (b) convey or suffer to exist no interest in the Aircraft without the express written consent of Secured Party; and (c) indemnify and save and hold harmless Secured Party for and against any and all claims, losses or expenses arising out of Debtor's (i) possession, operation or use of the Aircraft or (ii) breach or failure to comply with any provision of the Note or this Security Agreement to be kept and performed by Debtor. Section 2.03. Debtor will, at its own cost and expense, (a) record, re-record, register, re- register, file and refile this Security Agreement, financing and continuation statements with respect thereto, and such other instruments as may from time to time be requested by Secured Party in all such jurisdictions and offices as Secured Party may from time to time request in order that (i) the lien and security interest provided by this Security Agreement is at all times a valid first and prior lien on and perfected security interest in the Aircraft, and (ii) the security for the Obligations and the rights and remedies of Secured Party may be established, confirmed, maintained and protected; and (b) furnish to Secured Party evidence satisfactory to Secured Party of every such recording, registering, filing and other action. Section 2.04. Debtor covenants, agrees and warran