20th Annual
AIRCRAFT TRANSACTIONS FORUM

March 4, 2013

8:00

Registration and Continental Breakfast

8:30

Welcoming Remarks from Insight Information

8:40

KEYNOTE

The Transformation of an Industry: Aviation Economics

Peter J. Bunce 
President and CEO
General Aviation Manufacturers Association

HOT TOPICS AT THE FAA

9:15

Recent Developments at the FAA and What Can Be Expected in the Future

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

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

• Recent developments at the FAA – what to look out for
• Connections between FAA and the International Registry
• Update on challenges to smooth transaction closings
• Enforcement activities of the FAA
• International issues:
  • When foreign courts declare US registration ended while aircraft remain on FAA Registry
  • Owner trustees registering on behalf of trustors which are organizational components of foreign governments

10:15

Networking Coffee Break

10:40

KEYNOTE

The Honorable Sam Graves

Member of Congress 
Member of the House Transportation & Infrastructure Committee
Co-Chair, General Aviation Caucus
Member, Aviation Sub-committee

11:20

Non-Citizen Trusts Update: Why They are Important; The Various Areas NCTs Impact

Moderator/Commentator:
Preston (Gil) Gaddis II 
Director
Crowe & Dunlevy

Andrea J. Brantner 
Senior Vice President and Counsel
GE Capital Aviation Services

Jon Croasmun 
Vice President
Wells Fargo Bank Northwest, N.A.

Kenneth Quinn 
Partner
Pillsbury Winthrop Shaw Pittman LLP

• The changes proposed by the FAA (either in the Proposed Policy Clarification or otherwise)
• Policy clarification vs. rulemaking – what's the difference?
• What can industry do if it feels the FAA goes too far?
• Should we consider an operator registry?

12:20

Networking Luncheon

CHALLENGING ASPECTS OF LEASING

1:20

Understanding Return Conditions: Should They Be Different Between Operating Leases and Finance Leases? The Challenges with Redelivery of Aircraft on Old Leveraged Leases

Moderator/Commentator:
Marc D. Latman 
Partner
Fulbright & Jaworski L.L.P.

Jeanne Selzer 
Senior Attorney
American Airlines

Pat Stoklas
Attorney
Southwest Airlines Co.

James A. Zembrzuski 
Assistant Vice President and Corporate Counsel
International Lease Finance Corporation (Amsterdam)

• Negotiated points during documentation and then during return
• Differences between operating lease and leveraged lease return conditions and return process
• The return of older aircraft off leveraged leases
• The issue of PMA parts

2:20

Lessons Learned from Recent Litigation Affecting Aircraft Finance and the Aviation Industry

John I. Karesh 
Shareholder
Vedder Price P.C.

• What is an "airworthy" aircraft?
• Is a Certificate of Airworthiness all you need?
• Effect of Certificate of Acceptance on determination of airworthiness
• Effect of Lessor/Seller Warranty of Airworthiness
• Patent vs. latent defects
• Olympic Airlines test
• US case law tests

3:10

Networking Refreshment Break

CONCURRENT BREAKOUT SESSIONS

3:30

GENERAL

Federal Transportation Excise Tax on Part 91 Management Company Arrangements and Update on Recent Tax Developments

John B. Hoover 
Senior Counsel
Dow Lohnes PLLC

• IRS asserts that excise tax is due on management services in Chief Counsel Advice 201210026 and in audits
• Structuring management agreements to minimize excise tax risk
• Responding to excise tax audits of owners and management companies
• How new legislation to avert the fiscal cliff will affect bonus depreciation deductions

COMMERCIAL

Structuring a Capital Markets Deal: EETC Transactions for Foreign & Domestic Carriers

Moderator/Commentator:
Sean F. Corrigan 
Partner
Fulbright & Jaworski L.L.P.

Steven I. Chung 
Partner
Hughes Hubbard & Reed LLP

Heidi Ho 
Executive Director
Morgan Stanley

Mark Lapidus 
Managing Director and Founding Partner
Doric

Radha Tilton 
Vice President
Goldman Sachs

• What goes into rating an EETC?
• Jurisdictional issues (Section 1110 versus Cape Town Alternative A
• Other structuring considerations (tranching, size of liquidity facility, amortization, over-collateralization)
• Recent developments (Doric/Emirates transaction)

4:30

GENERAL

Fractional Ownership – Which is the Better Option?

Matthew Doyle 
Executive Vice President Sales and Marketing
Flight Options

Nathan Speiser
Assistant General Counsel
NetJets Services, Inc.

• When is fractional ownership a better option than purchase?
• Getting in: What to be aware of before signing on the dotted line
• Getting out: Key considerations and process
• The future of fractional ownership and jet cards

COMMERCIAL

Growth and Consolidation in the Aviation Industry

Alison L. Smith
Partner
McDermott Will & Emery LLP (Houston)

Betsy R. Snyder
Primary Credit Analyst
Standard & Poor's Ratings Services

Consolidation in the aircraft leasing space is happening rapidly. Joint ventures have taken place in the engine leasing space. In the past, European airlines have taken a stab at US airline ownership – is it possible that these attempts will be revived? Is this an idea whose time has come given the global nature of the industry? Are the emerging joint ventures just the tip of the iceberg?

5:30

Conference Adjourns for the Day

5:30 – 7:00

Networking Reception Co-hosted by:

March 5, 2013

8:00

Continental Breakfast

AIRCRAFT FINANCING IN AN EVOLVING INDUSTRY

8:30

Export Credit Financing

Lynda Bernst 
Strategic Account Executive, Transportation
Export Development Canada

Bob Morin 
Vice President, Transportation Division
Export-Import Bank of the United States

Scott Scherer
Senior Vice President, Strategic Regulatory Policy
Boeing Capital Corporation

Kathleen Steven 
Director, Structured Finance
Bombardier Aerospace

• Emerging markets and aircraft investment – filling a capital need
• Will China and Russia join the ASU?
• Pre-funded bond structures
• Comparison between capital markets solutions and ECA financing – what's developing?
• How is the leasing market developing? Are new lessors participating?
• Home Market Rule

CAPE TOWN CONVENTION / INTERNATIONAL REGISTRY

9:30

Answers to the Difficult Questions: A Walk-Through of Opinion Issues Related to Cape Town

Catherine Duffy
Partner
A&L Goodbody (Dublin)

• Key assumptions of fact
• Validly constituted interests
• Registration and priority

10:00

Networking Coffee Break

10:15

Generation II Unveiled: A Walk Through the Second Generation of the International Registry Website

Rob Cowan
Managing Director
International Registry of Mobile Assets (Aviareto Limited) (Dublin)

11:00

Procedures and Practices – The International Registry "Closing Room" and a New Way to Make Registrations

William B. Piels 
Partner Holland & Knight LLP

Frank L. Polk 
Shareholder
McAfee & Taft

• Multiple object registration: process, practice and limitations
• Closing Room basics: regulations, concepts and process
• Closing Room issues: practice and theory

12:00

Networking Luncheon

KEYNOTE

Above and Beyond Cape Town: The Role of the AWG in Addressing Challenges to the Industry

Jeffrey Wool 
Secretary General
Aviation Working Group

CONCURRENT BREAKOUT SESSIONS

1:15

GENERAL

Entertainment Deduction Disallowance Regulations: Finding New Strategies to Maximize Aircraft Deductions

Jed R. Wolcott, CPA 
President
Wolcott & Associates, PA

• The IRS issued final Entertainment Cost Disallowance regulations on August 1, 2012
  • Primary purpose reporting is no longer permitted
  • Seat-mile, seat hour, and flight-by-flight reporting rules are required
  • Each passenger on each flight leg must be tracked and reported
• IRS documentation standards; information you must have in your files if you are audited
• Planning strategies to minimize the tax consequence of the new rules

COMMERCIAL

Practical Guide to English Aviation Law for US Lawyers

Robert Ricketts 
Partner
Clark Ricketts LLP (London)

• Security filings to protect a financier
• Statutory rights of detention and sale which override the rights of the financier
• The Blue Sky case and its effect on English law mortgages

2:15

Practical Advice on Export and Embargo Laws in Cross-Border Aircraft Transactions

Jonathan Epstein 
Partner
Holland & Knight LLP

• What are the U.S. export and embargo laws restriction on the sale, leasing, and operation of civil aircraft?
• When are aircraft subject to stricter export restriction under the International Traffic in Arms Regulations?
• What restrictions apply to Specially Designated Nationals?
• Risk of unlawful diversion: due diligence and red flags in aircraft transactions
• Tips on negotiating export, embargo, Patriot Act clauses
• Special export issues in Ex-Im financing
• Clearing aircraft through Customs for export/import purposes

3:15

Networking Refreshment Break

MANAGING INTERNATIONAL TRANSACTIONS

3:30

Structuring Aircraft Ownership for International Operations and Current Issues

Richard J. Chiariello 
Senior Manager, Contract Management - Worldwide Commercial Sales
Gulfstream Aerospace Corporation

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

Robert Ricketts 
Partner
Clark Ricketts LLP (London)

Carlos Sierra
Partner
Abogados Sierra y Vazquez, SC. (Mexico City)

• International contracts from a manufacturer's perspective
• Getting deals done in Latin America
  • Expanding aircraft requirements in the region for the near future and the financing and leasing thereof to meet the demand
  • The ratification and adequate enforceability of the Cape Town Convention as a tool to better financing conditions under the 2011 ASU
  • Requirements for adequate implementation and enforceability of the Cape Town treaty
  • Applicability and enforceability in the contracting states that have ratified in Latin America
• Getting deals done in China
  • China or foreign registration?
  • Certification, regulatory and tax considerations
• Getting deals done in Europe
  • EU-VAT
  • EU-ETS

5:00

Conference Ends

Conference Newspaper Distribution Sponsor

CLE Accreditation

This program has been approved by the Law Societies of Upper Canada and British Columbia for substantive hours.

Accreditation will be applied for in those jurisdictions requested by registrants who have continuing education requirements. To request credit, please check the appropriate box on the Registration Form.

Insight Information is a State Bar of California approved MCLE provider. This conference qualifies for MCLE credit by the State Bar of California in the amount of 10.5 hours.

ALM has been certified by the New York State Continuing Legal Education Board as an Accredited Provider of live continuing legal education programs. This program has been approved for experienced attorneys in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 12.5 CLE credits. CLE credit is NOT available to transitional attorneys (those admitted to the practice two years or less) in New York.

ALM is registered with the National Association of the State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. Website www.nasba.org. This program qualifies for 18 CPE credits.

In-House and External Counsel and Staff for:

• Airlines
• Charter and Charter Management Companies
• Aircraft and Engine Manufacturers
• Lessors
• Commercial Banks, Financial Institutions and Other Lenders
• Regulatory Agencies
• Flight Departments

Executives from:

• Contract Administration
• Airline Finance Departments
• Risk Managers
• Corporate Development

Lending, Credit Officers and Closing Specialists from:

Also:

With Camelback Mountain in the background, Insight Information's 20th annual AIRCRAFT TRANSACTIONS FORUM offers a first class platform for interactive discussion and is uniquely designed to bring together professionals from both general and commercial aviation to increase and diversify your networking opportunities.

In addition to presentations from esteemed keynote speakers, you will benefit from the global expertise shared by renowned aviation experts representing airlines, manufacturers, lessors, trustees, banks, insurance, and legal stakeholders. With insightful recommendations from a diverse team of aviation experts, we have developed an exciting and informative program that covers critical registration obligations and procedures; updates on recent developments in taxes, lease negotiations, and deal financing; international transaction and registration considerations; and significant changes in the way the International Registry will operate under Generation II.

Again this year, we have asked our faculty to drill down into the respective topic areas so that your information needs will be met and the audience is engaged at a higher level. After reviewing the program (and the location!), we are confident that you will want to join your peers from around the world to share your concerns and have your questions answered.

We look forward to meeting you in Scottsdale.

P.S. Last year our room block at The Phoenician sold out! To facilitate an extended stay for conference attendees, Insight Information's group rate allows you to stay a few days before or after the conference. Space is limited; so please book ahead to avoid disappointment.

SPONSORS

MARKETING PARTNER

Please note: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information.