AIRCRAFT REGISTRY
FORUM

PROGRAM CO-CHAIRS

Michael T. Amalfitano Sr.
Banc of America Leasing – Global Corporate Aircraft Finance

Frank L. Polk
McAfee & Taft PC

KEYNOTE SPEAKERS

Edward M. Bolen
President and CEO, National Business Aviation Association (NBAA)

Joseph R. Standell
Aeronautical Center Counsel
Federal Aviation Administration
U.S. Department of Transportation

GOLD SPONSOR

SPONSORS

MARKETING PARTNERS

• In-House and External Counsel and Staff for:
  
• Charter and Management Companies
• Aircraft and Engine Manufacturers
• Banks, Financial Institutions and other Lenders
• Lessors
• Regulatory Agencies
• Flight Departments

• Lending, Credit Officers, and Closing Specialists from:
  
• Banks
• Leasing Companies
• Also:
  
• Loan Workout Specialists and their Staff
• Bankruptcy, Corporate and Aviation Attorneys and their Staff
• Accounting Firms

Dear Colleague:

The aviation industry continues to cycle through new challenges, opportunities and unanticipated events every year. To stay ahead of the curve in this ever changing and evolving market, please join us on February 22 & 23 at the beautiful Ritz Carlton in Fort Lauderdale, Florida for the 17th Annual AIRCRAFT REGISTRY FORUM, now organized by Insight Information.

After a tremendous response to our revised conference program in 2009, we created an agenda that covers the new and unusual challenges facing all of us and takes traditional topics to a new tier. We have asked our faculty of experts to drill down into the respective topic areas so that we can meet your information needs and engage the audience at a higher level. As always, we have attracted an excellent faculty that includes many of the industry’s most widely recognized and experienced legal professionals, lenders, operators, consultants and advisors. A few of the significant topics include:

• The impact of valuations on existing loans and leases
• Proposed FAA regulations requiring re-registration of aircraft
• Key planning points for negotiating an aircraft purchase agreement
• Negotiating the lease agreement and related leasing issues
• Issues to consider when incorporating the charter management agreement
• Legal opinions
• Introductory and advanced discussions of the Cape Town Convention
• ITAR, export and customs issues
• Mitigating risk when closing transactions

We are especially pleased with our excellent line-up of keynote luncheon speakers: Ed Bolen, President and CEO of the National Business Aviation Association and Joseph Standell, Aeronautical Center Counsel for the Federal Aviation Administration, U.S. Department of Transportation.

Over 125 senior aviation executives and advisors attended last year’s event! We are confident that you will find the 2010 conference program, the CLE credits and networking opportunities to be an excellent investment of your time and we look forward to seeing you in Fort Lauderdale in February.

Sincerely,

Frank L. Polk 
Shareholder
McAfee & Taft PC

Michael T. Amalfitano Sr.
Managing Director, Executive Head
Banc of America Leasing
– Global Corporate Aircraft Finance

MONDAY | FEBRUARY 22, 2010

8:00 | 8:30

Registration and Continental Breakfast

8:30 | 8:35

Welcoming Remarks from Insight Information

8:35 | 8:45

Co-Chairs’ Opening Remarks

Frank L. Polk
Shareholder
McAfee & Taft PC

Michael T. Amalfitano Sr.
Managing Director, Executive Head
Banc of America Leasing – Global Corporate Aircraft Finance

HOT TOPICS CREATED BY ECONOMIC ADVERSITY

8:45 | 9:45

The Impact of Depreciated Aircraft Valuations on Existing and Prior Deals

Michael T. Amalfitano Sr.
Managing Director, Executive Head
Banc of America Leasing – Global Corporate Aircraft Finance

Edward K. Gross
Shareholder
Vedder Price P.C.

Ford von Weise
Senior Vice President – Global Aircraft Finance
Citi Private Bank, Citibank, N.A.

• What has changed in the new reality
• Flight to leasing in a down market
• Benefits of leasing from a tax perspective
• Prices in free fall: lease or acquire, and sale of aircraft
• Loan to Value (LTV) Ratio
• Borrowing and lease financial covenants
• Force Majeure
• Defaults and remedies

9:45 | 10:25

Defaults and Repossessions

H. Lee Rohde III
President
Aviation Management Systems, Inc.

David D. Warner
Shareholder
Lane Powell PC

• Alternatives to peaceful surrender
• Portfolio management in soft resale markets
• Structured deficiency arrangements
• Dealing with competing liens – mechanics, tax, etc.

10:25 | 10:50

Networking Coffee Break

10:50 | 11:30

When Like-Kind Exchanges as Planned Don’t Work – What Options are Available?

John B. Hoover
Senior Counsel
Dow Lohnes PLLC

William P. Lopriore Jr.
General Counsel & Vice President
Nationwide Exchange Services Corp.

• Typical deferred exchanges, including forward and reverse
• Problems created by the down market and possible solutions
• Available alternatives to remedy specific problems

FINANCE OPTIONS

11:30 | 12:30

Negotiating the Letter of Intent and Purchase Agreement

Nicholas R. Cerretani
President
Cerretani Aviation, LLC

Clifford G. Maine
Partner
Barnes & Thornburg LLP

• Pros and cons of using a Letter of Intent – is it necessary?
• Importance of “non-binding” statement and other do’s and don’ts
• Key planning points for aircraft purchase agreements:
  • Warranties and disclaimers
  • Closing procedure
  • Patriot Act compliance
  • Compliance with Customs requirements
• Pre-purchase inspection provisions
• Resolution of inspection discrepancies
• Acceptance/rejection timing and options
• Real world implementation of the purchase agreement

12:30 | 2:00

Networking Luncheon

Hosted by:

Freestream Aircraft Ltd.

Keynote Address: Current FAA Issues of Interest

Joseph R. Standell
Aeronautical Center Counsel
Federal Aviation Administration
U.S. Department of Transportation

2:00 | 3:00

The Shift to Leases: Negotiating the Lease Agreement

Eileen M. Gleimer
Partner
Crowell & Moring LLP

Robert C. Lebano 
Vice President, Senior Sales Manager
Corporate Aircraft Division
Wells Fargo Equipment Finance, Inc.

David G. Mayer
Partner
Patton Boggs LLP

• Fundamental leasing issues from the perspective of lessors and lessees
• The differences in negotiating and documenting loans, leases and purchase/sales agreements
• Additional issues that arise when single purpose entities are part of the transaction
• Documentation for closing: what transaction teams may forget

3:00 | 3:20

Networking Refreshment Break

3:20 | 4:30

The Pre-Purchase Inspection Process: Pre- and Post-Closing Technical and
Legal Issues to Consider

David T. Norton
Partner
Shackelford, Melton & McKinley, LLP

William J. Quinn Jr.
Managing Partner
Charleston Aviation Partners LLC

• The preliminary pre-purchase inspection process
• Addressing pre-purchase inspection issues in the letter of intent and purchase agreement
• The induction process
• Working with the various hourly cost airframe and engine programs
• Identifying, qualifying and negotiating the discrepancies
• The technical acceptance process
• Return to service, closing and delivery
• Various legal issues to consider throughout the process

Executive Briefing: An Introduction to the Cape Town Convention

J. Robert Kalsu
Shareholder/Director
Crowe & Dunlevy

Michael C. Mulitz
Partner
Kaye Scholer LLP

• Overview of the Cape Town Convention and current status
• Basic terminology and principles under the Cape Town Convention
• International Registry overview and procedures for using the Registry and registering interests
• Documentation / deal structure changes as a result of the Cape Town Convention
• Remedies under the Cape Town Convention
• Transaction structure flow chart

4:30 | 5:30

Negotiating the Charter and Management Agreement: Avoiding the Mines in the Minefields

Stewart H. Lapayowker
Managing Shareholder
Stewart H. Lapayowker, P.A.

Rob C. Zeitinger
Partner
Irell & Manella LLP

• Should you be concerned about the operating fund?
• Your insurance or theirs?
• Your pilots or theirs?
• Part 91 or 135?
• Is the agreement consistent with your planning (Federal tax? State tax? FAA? A008?)
• Surprises!

5:30

Conference Adjourns for the Day

TUESDAY | FEBRUARY 23, 2010

8:00 | 8:30

Continental Breakfast

8:30 | 9:30

FAA Re-Registration and Renewal Requirements: Managing and Streamlining the Process

Moderator: Frank L. Polk
Shareholder
McAfee & Taft PC

Jack P. Gilchrist
Founding Director and Shareholder
DeBee Gilchrist, PC

Amy Rhodes (invited)
Associate General Counsel
GE Capital
Corporate Aircraft Finance

• The specifics of the NPRM
• The specifics of aircraft re-registration
• The specifics of renewing aircraft registration
• Failure to re-register or renew registration
  • Loss of aircraft registration
  • Loss of use of aircraft
  • Cancellation of US Registration Number
• Correcting the mistake
• Avoiding the mistake – establishing and monitoring a system

9:30 | 10:30

Masters’ Briefing: Cape Town Convention – The Difficult Issues

Rory Kelleher
Partner
Sidley Austin LLP

Scott D. McCreary
Shareholder
McAfee & Taft PC

• Do registered interests really trump ALL unregistered interests?
• When do the US designated entry point requirements apply? What if another Contracting State’s designated entry point requirements also apply?
• Assignment/Novations/Amendments – when do they create registrable interests?
• When should you register subordinations?
• Power to Dispose, what have we really created?
• Leases – should they always be registered? What constitutes a lease?
• Why register non-convention interests?
• Can you rely on the Priority Search Certificates, or should you review supporting documents?
• Where is the debtor really situated and why does it matter?
• How does the Treaty address Assignments – what are Associated Rights?
• Helicopter engines – are they or are they not aircraft objects? What should you register, and what should be added to documents?
• Remedies – how do you repossess under the Treaty?

Aviation Insurance in a Recession: Pricing and Weighing Coverage Risks

James E. Cooling
Partner
Cooling & Herbers, P.C.

Stephen Johns
President
LL Johns & Associates Inc.

• The effect of the recession on aviation insurance
  • The cyclical nature of insurance pricing
  • Aircraft prices in a free fall: effects on insured values
  • The risks of self-insuring
• The aircraft insurance purchase transaction
  • Selecting the right coverage
  • Breach of Warranty coverage – loan to value ratios
  • Named Insured vs. Additional Insured – which do you want?
• Coverage issues you want to avoid

10:30 | 11:00

Networking Coffee Break

11:00 l 12:00

Legal Opinions: Who? What? Where?

Robert M. Peregrin
Shareholder
Daugherty, Fowler, Peregrin, Haught & Jenson PC

John F. Pritchard
Partner
Holland & Knight LLP

• Proposed Triennial FAA Aircraft Registration and the potential effect on legal opinions
• How FAA opinions deal with foreign aircraft registry history
• Engines when the only IR connecting factor is aircraft registration
• Balance between transaction counsel and IR counsel opinions
• What IR opinions can be given?
• Differences between commercial airline and business aircraft legal opinions – title company practice

12:00 | 1:30

Networking Luncheon

State of the Industry: From Stormy Weather to Clear Skies?

Edward M. Bolen
President and CEO
National Business Aviation Association (NBAA)

1:30 | 2:30

Mitigating Risk When Planning the Closing – FAA and Cape Town Considerations

Moderator/Commentator: Rhonda Maggiacomo 
Senior Vice President, Group Operations Manager
Banc of America Leasing – Global Corporate Aircraft Finance

Tracey L. Cheek
Vice President
Aircraft Title Insurance Agency, Inc.

Robert J. Perkins
Vice President
Wilmington Trust Company

Robert D. “Bo” Strauss
Partner
Troutman Sanders LLP

• Pre-closing preparations – working towards a successful closing
• Escrow closings – issues you need to know
• Title insurance – the role it plays in mitigating risk
• Lender/Lessor issues – what your financing party must have in order to close
• International closings – how are they different from domestic closings?

2:30 | 2:45

Networking Refreshment Break

2:45 | 3:45

Cape Town Convention in Cross-Border Transactions: Solutions to
Recent Challenges

William B. Piels
Partner
Holland & Knight LLP

Chris Quinn
Partner
Matheson Ormsby Prentice (Dublin)

Helfried J. Schwarz
Partner
Milbank, Tweed, Hadley & McCloy LLP

James D. Tussing 
Partner
Fulbright & Jaworski, LLP

• Has Cape Town made a difference?
• Overlapping local law and IR registrations
• Novations and Assignments
• IDERA’S: benefits/limitations
• Designated entry points
• Potential surprises
• Example transaction: Registrations

3:45 l 4:45

ITAR & Customs Issues

Malcolm L. Benge
Partner
Zuckert, Scoutt & Rasenberger, L.L.P.

• Sending an aircraft out of the U.S. – what are the export compliance issues?
• What documents need to be filed for aircraft exports and with what agencies?
• What transactions pose special challenges under the export control laws?
• How to avoid trouble with the Office of Foreign Assets Control
• What is an ITAR registration and when is it necessary?

4:45

Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge.