Ms. Chu Lam YiuSole Director and PrincipalAmple United Limited

ATTACHMENT TO REQUEST FOR PAYMENT AND PROOF OF POST-PETITION

CHAPTER 11 CLAIM:

Ample United Limited ("Claimant" or "Ample"), by and through its authorized agent,

hereby files this Proof of Claim ("Proof of Claim").

NOTICES:

Any and all notices and communications with respect to this Proof of Claim should be

addressed as follows:

Ample United Limited Attention: Ms. Nydia SHI Hong Kong Plaza Suite 2304, 23/F 283 Huaihai Zhong Road Shanghai, China 200021 Tel.: +86-13564890055 Email: shijinglin@hbglobal.com

with a copies to:

William W. Huckins, Esq. Michael S. Greger, Esq. Allen Matkins Leck Gamble Mallory & Natsis LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111 All payments to Claimant on account of this Proof of Claim should be sent to:

Ample United Limited Attention: Ms. Nydia SHI Hong Kong Plaza Suite 2304, 23/F 283 Huaihai Zhong Road Shanghai, China 200021 Tel.: +86-13564890055 Email: shijinglin@hbglobal.com

BASIS FOR CLAIM

The basis for Claimant's claim is monies owed under agreements with the Debtor and

damages suffered in connection therewith, as discussed below.

-2-

AIRCRAFT LEASE

Ample is the beneficial owner of an aircraft that was leased to Debtor Zetta Jet PTE, Ltd.

under that certain Aircraft Lease Agreement ("Lease") dated October 13, 2015 by and between

Wells Fargo Bank Northwest, National Association, as trustee for Ample and lessor, and Zetta

Jet PTE, Ltd., as lessee. A true and correct copy of the Lease filed with the Federal Aviation

Administration ("FAA") and Exhibit D – Financial Terms, is attached as Exhibit 1 hereto. The

aircraft that is the subject of the Lease is a Bombardier Inc. BD-700-1A10 (Global Express)

bearing United States Registration N888ZJ (the "Aircraft").

According to court filings by the Chapter 11 Trustee:

Debtor Zetta Jet PTE, Ltd. is the parent and sole shareholder of Debtor Zetta Jet

USA, Inc.;

Debtor Zetta Jet USA, Inc. has had its main office and hanger base in Burbank,

California and Debtor Zetta Jet PTE, Ltd. has had its main office in Singapore

with some of its management residing in Burbank, California; and

Debtor Zetta Jet USA, Inc. holds a Part 135 Air Carrier and Operator Certificate

with the United States Federal Aviation Administration.

Debtor Zetta Jet PTE, Ltd. and Debtor Zetta Jet USA, Inc. are referred to collectively

herein as "Debtors."

Ample is informed and believes that Debtor Zetta Jet USA, Inc. used the Aircraft leased

to Debtor Zetta Jet PTE, Ltd. on an exclusive basis in conducting its business, either as Debtor

Zetta Jet PTE, Ltd.'s subsidiary, sublessee, agent or other arrangement.

The Lease term was sixty (60) months from delivery of the Aircraft, which occurred on

October 5, 2016, with monthly Lease rent of $200,000 per month for the first thirty-six (36)

-3-

months of the Lease term and monthly Lease rent of $180,000 per month for the last twenty-four

(24) months of the Lease term.

Under the Lease, the duties and obligations of the lessee (i.e., the Debtors) included,

among other things:

to pay rent on the monthly basis in the amounts set forth in the Lease;

to pay all operating costs and expenses of the Aircraft,

to maintain and continue all required records regarding the Aircraft;

to maintain the Aircraft, as specified in the Lease, including enrollment of the

Aircraft's engines in an engine maintenance service program with Jet Support

Services, Inc. ("JSSI");

to insure the Aircraft, as specified in the Lease;

to pay all taxes, as specified in the Lease;

to keep the Aircraft free of any lien, charge, security interest or encumbrance;

and

to return the Aircraft, at lessee's expense, to either Shanghai, People's Republic of

China or Hong Kong, Special Administrative Region of the People's Republic of

China, in at least as good a condition as when delivered to the lessee.

Debtor Zetta Jet PTE, Ltd. and Debtor Zetta Jet USA, Inc. filed voluntary petitions for

relief under Chapter 11 on September 15, 2017 ("Petition Date"), commencing bankruptcy cases

2:17-bk-21387-SK and 2:17-bk-21386-SK, respectively.

The Debtors continued to use the Aircraft in commercial service to generate revenue after

the Petition Date in the case.

The Debtors ceased doing business on November 30, 2017.

-4-

Pursuant to orders entered by the Bankruptcy Court on December 4, 2017, the Debtors'

bankruptcy cases were converted from Chapter 11 to Chapter 7.

Pursuant to an order of the Bankruptcy Court entered on December 18, 2017 following a

hearing on December 7, 2017, the Lease was rejected retroactively to be effective as of

November 13, 2017.

At the time of rejection, the Debtors had not paid rent under the Lease since July 2017;

the Aircraft had been damaged during the term of the Lease after the Petition Date and was

thereby rendered not airworthy; and the Aircraft was subject to liens and encumbrances

occurring during the term of the Lease.

Upon rejection, the Debtors failed to surrender and return the Aircraft, as required under

the Lease. Instead, on November 16, 2017, the Debtors advised Ample that the Aircraft was

located at the Le Bourget airport in Paris, France, on an outside ramp at JetEx FBO incurring

parking charges, and that the Aircraft was not in airworthy condition after it was damaged during

a November 11, 2017 post-petition charter to Paris. The Debtors further advised Ample that the

estimated cost to repair and return the Aircraft to airworthy condition was approximately

$70,000, which the Debtors intended to make in order to return the Aircraft to service. On

November 29, 2017, the Debtors advised Ample they did not have the funds to return the

Aircraft to airworthy condition or to deliver the Aircraft to Ample, each as required under the

Lease, and that Ample should arrange to take possession of the Aircraft in Paris. Ample

subsequently arranged to have the Aircraft towed to a secure hanger, after the Debtors failed to

return the keys for the Aircraft, the Aircraft was left open, and the Debtors could not identify

where the keys were located within the Aircraft. Ample then made the necessary arrangements

to have the Aircraft repaired.

-5-

At the time of filing this Proof of Claim, Ample does not know the full extent and amount

of the damages it has suffered because of the Debtors' use and operation of the Aircraft after the

Petition Date and breaches of the Lease.

POST-PETITION STIPULATION AND ORDER

On September 28, 2017, the Debtors and Ample entered into a Stipulation Between

Debtors and Ample United Limited Resolving Disputes Between the Parties Regarding

Performance Due Under Aircraft Lese Agreement and Block Hour Program Agreement

("Stipulation"). A true and correct copy of the Stipulation is attached hereto as Exhibit 2.

Under the Stipulation, Ample advanced the sum of $500,000 to provide interim cash flow to the

Debtors and facilitate the Debtors' continued operation. In exchange, the Debtors agreed to

honor Ample's requests for post-petition flight services from October 9, 2017 through December

31, 2017, to the extent the Debtors continued to operate in the ordinary course of business,

without further payment by Ample. The Stipulation also provided, among other things, that until

the Lease was rejected, the Debtors were required to perform all of the obligations under the

Lease other than payment of Lease rent. The Stipulation and its terms were binding upon all

affected parties, including any Chapter 11 or Chapter 7 trustee subsequently appointed. On

October 2, 2017, the Court entered its Order Approving Stipulation Between Debtors and Ample

United Limited Resolving Disputes Between the Parties Regarding Performance Due Under

Aircraft Lease Agreement and Block Hour Program Agreement ("Order"), approving the

Stipulation in its entirety. A true and correct copy of the Order is attached hereto as Exhibit 3.

Upon the appointment of the Chapter 11 trustee in the case, and despite Ample's payment

of the $500,000, the Debtors breached the Stipulation and Order, and refused to honor their

Case 2:17-bk-21386-SK ·Doc422- Filedll/22/17-Entered-11/22/1-710:52:17- ······Dese-Main Document Page 6 of 34

I hereby certify this is a t~u~V---j() l~i fl ll ct W \'--Wl \ \J\..JJi1 . ..--and exact copy of the orlg1n1.-- ¥A. . ·

ln~f~- ircraft Tit!~ Service, lno\J\ _, \jjk)\Vlj \j_

'U AlRCRAFT LEASE AGREE:MENT

This. AlRCRAFT LEASE AGREEIY.IENT (this "Agreement") is entered foto this _i!E_day of Q~, 2015 by and between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, not in its individual cap?city but solely as owner trustee, as lessor ("Lessor"), and ZETTA JET PTE LTD, a Singapore private limited company, as lessee ("Lessee"). ·

Lessor and Lessee are each a "Party" to this Agreement and are sometimes collectively referred to hereinafter as the "Parties".

NOW THEREFORE, the Parties agtee as follows.

1. Leased Aircraft (the "Aircraft"}.

Make &Model Registration Number Serial Number Engine Make & Model

Engine Serial Numbers Aux;i/iary Power Unit Model APU Serial Number

Bombardier Inc., BD-700- lA l 0 (Global Express) VP-CLY (to be changed to N888ZJ) 9071 Rolls-Royce Deutschland Ltd & Co KG, BR700-7 l OA2-20 12254 and 12257 Honeywelllntemational Inc., RE220 P~l 79

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, on an exclusive basis and upon the tenns and conditions contl'\ined herein, the Aircraft, together with and including all the appliances, components, parts, avionics, instruments, appurtenances, accessories, furnishings, and other equipment of whatever nature incorporated or installed in or attached to the airframe or any engine, and all manuals, records and logbooks.

2. Term.

The term of leasing of the Aircraft will commence on the Delivery Date (defu}ed in Section 4 below) and continue for a period of sixty (60) months (the "Term").

3. Wi~Fi, 12C, Deposit, Rent, Operating Costs & Maintenance Programs.

a. Pre-Delivery Date Work Scope, Lessor's obligation to least;t, and Lessee's ____ o.b_ligatiQn to take on lease, the Aircraft shall be subject to the completion of,

and payment for, the items tnore particularly described in Exhibit A (Pre­Delivery Date Work Scope) (the "Pre~Delivery Date Work Scope"), which is an integral part of this Agreement and incorporated herein by this reference,.

b. Deposit. To secure Lessee's performance under this Agreement, Lessee shall deposit with Lessor prior to the Delivery Date a security deposit (the "Security Deposit") in the amount described in paragraph A of Schedule D. Lessor shall hold the Security Deposit in a separate account designated for that purpose and shall not co-m.i.:r{g]e the funds with any other monies of Lessor. Following the return of the Aircraft to Lessor in conformity with the

- - ~--~-·--·--ease2:i7 cbk=Z-1-386'=S--K-Boc--4zz~ited--11:f2z~-Enter-ed-·1-1fW1:-74&&2-±=t-~es-e -·~~~ Main Document Page 7 of 34

Lessee within ten (10) days following the redelivery of the Aircraft after deduction solely of any amounts applied by Lessor to Lessee's unpaid obligations hereunder.

c. Rent. Lessee agrees to pay Lessor rent ("Rent") monthly, the first payment of which shall be due on the Delivery Date, and thereafter on the corresponding day in each subsequent calendar month during the Tenn in the applicable amount described in paragraph B of Schedule D.

d. Operating Costs, Lessee shall be responsible for all costs and expenses in connection with its operation of the Aircraft under this Agreement including, without limitation, the payment, supply and training of pilots, hangar fees, maintenance, database and chart subscriptions, fuel, and insurance as described in Section 7.

e. Maintenance Programs. The Aircraft is currently enrolled on Bombardier's Smart Parts program. Lessor shall maintain the coverage under that program, at Lessor's cost, until the Delivery Date, at which time that coverage will be tenninated. With effect from the Delivery Pate, Lessee shall pay directly to each relevant service provider, the cost of enrolment of the Aircraft's engines and auxiliary power unit (APU) on the following maintenance service programs during the Term:

Engines:

APU:

Jet Sup~ort Services Inc. (JSSI) Account

No APU Program Required

f. Lessor Account Information. All payments to Lessor hereunder shall be paid to the account described in paragraph F of Schedule D, by means of electronic transfer of immediately available United States dollar funds, or to such other account as Lessor shall notify Lessee from time to time for that purpose.

4. Aircraft Delivery. The Aircraft will be delivered to Lessee at Portland International Airport (PDX), Portland, Oregon, or at such other location as may be. mutually acceptable to the Parties for the purpose of ensuring that the transaction contemplated by this Agreement will qualify for exemption from sales and use tax as provided under applicable law (the "Delivery Location"), and Lessee shall accept the Aircraft AS IS, WHERE IS, WITH ALL FAULTS on a date (the "Delivery Date") which is mutually agreed between the Parties for that purpose, as soon as practicable following the completion of the Pre-Delivery Date Wqrk Scope and the Aircraft's return to

·--------~s,,.erv:iee-in-an-fti:rwtn't:hy-eencli:tffin-as-evi-cleneecl-by-fhe-appl:iea·hle-leg6ee*-eatey-by-H1e.-----­relevant maintenance facility without exception, deviations, deferments or limitations. The Aircraft will conclusively be deemed delivered to Lessee upon execution of an aircraft acceptance receipt in the form attached to this Agreement as Exhibit B (Aircraft Acceptance Receipt).

5, Condition Precedent. Lessee's execution of the Aircraft Acceptance Receipt is subject to the completion of a satisfactory FAR Part 135 conformity inspection ("Conformity Inspection") and admittance of the Aircraft onto the operations specification (AOC D085) of Advanced Air Management, Inc. ("AAM") for the

2

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conduct of operations under Part 135 of the Aeronautics Regulations of Title 14 of the United States Code ofFederal Regulation ("FAR Part 135").

6. Location & Operation of Aircraft. ·

a. The Aircraft shall be based atSingapore (the "Home Base"). The Home Base may be permanently changed from time to time, with the prior written consent of Lessor, which consent shall not be unreasonably withheld.

b. Lessee will not maintain, use, service, repair, overhaul or operate the Aircraft in violation of any law or any rule, regulation, treaty, order or certificate -0f any government or governmental authority (domestic or foreign) controlling or in any way affecting the operation, use or possession of the Aircraft or the use of any airport premises by the Aircraft including, without limitation, any requirements or practices required for the Aircraft to remain under United States registration, or in violation of any airworthiness certificate, license or registration relating to the Aircraft issued by any such authority, or contrary to any manufacturer's operating manual or mandatory service bulletin relating to the Aircraft. In the event that such law, rule, regulation, treaty, order, certificate, manual or bulletin requires alteration of the Aircraft, the Lessee will confonn thereto or obtain conformance therewith and will maintain the same in proper operating condition under such law, rule, regulation, treaty, order, certificate, manual 'or bulletin, provided that any alterations, modifications, additions, or improvements to the Aircraft require consent from the Lessor as provided in Section 9(e) below. Lessor will share a proportion of the cost of any such conformance, as described in paragraph E of Schedule D.

c. Lessee will use and operate the Aircraft only in compliance with the conditions and limitations set forth in the applications for and policies of insurance required by this Agreement. The Aircraft shall not be used and operated for any purpose or in any manner or geographic area which is excluded or prohibited by said insurance policies or this Agreement. Lessee shall not fly or suffer the All-craft to be flown at any time any insurance policy required by this Agreement shall not be in full force and effect.

7. Insurance. During the Tenn and uritil the Aircraft is redelivered to Lessor in the condition required hereunder, the Aifcraft shall be insured by Lessee under policies and contracts of insurance from time to time maintained by Lessee provided that: .. .

-----·----a-. ---"+T1"'1·e-:Aircraft-shall;-at-fill.-timeg:,be-eover-ecl--werldwide-ey-l:nlil--aU-flslt:-aa4-htl-!J,----­war and allied perils coverage; while on the ground and in flight, on an agreed value basis for an agreed value of not less than the Agreed Value described in paragraph C a. of Schedule D, which policy shall include a waiver of subrogation rights against Lessor, its employees, agents, invitees, and licensees;

b. Lessee shall maintain worldwide third-party legal liability coverage of a minimum of the amount destribed in paragraph C b. of Schedule D, per occurrence combined single limit covering public liability, property damage and bodily injury (including passengers carried on board);

3

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c. Lessor and Ample United Limited shall be listed as an additional insured ("Additional Insured") on all such policies and as sole loss payee for the Agreed Value on the hull all risk and hull war and allied perils risk policies;

d. Such policies may not be terminated or cancelled as to the interests of any Additional Insured unless such Additional Insured shall have received at least thirty (30) days' prior written notice of termination or cancellation from the insurer(s) (or such lesser period as may constitute aviation insurance industry practice in respect of cancellation or termination as a result of war);

e. AP such policies shall be maintained by Lessee at Lessee's expense;

f. All such policies shall be wifu insurers of recognized reputation and responsibility reasonably acceptable to Lessor;

g. All such policies shall provide that, in respect of the respective interests of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Lessee or any other person (other than an Additional Insured, as the case may be, and then only as against such person) and shall insure the respective interests of the Additional Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee or any other person (other than an Additional Insured, as the case may be, and then only as against such person);

h. All such policies shall be pririlary without any right of contribution from other insurance which is car:r.ied by any Additional Insured;

i. All such policies shall waive any right of the insurers to setoff or counterclaim or make any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured; and

J. Lessee shall deliver to Lessor on or before the Delivery Date and on each renewal or replacement thereof, a certificate of insurance and broker's letter of undertaking evidencing compliance by Lessee with the provisions of this Section 7.

8. Operational Control.

a. Operational Control. In accordance with the provisions of 14 CFR Part 1.1, with respect to a flight, operational.control shall mean the exercise of authority

~ting, conducting or terminating such flight ("Operational Control"). The equivalent. regulation or rule in any other applicable jurisdiction will also be understood to constitute Operational Control.

b. Dry Lease. This Agreement is a "dry lease" of the Aircraft, as that term is understood under the Federal Aviation Regulations and applicable federal law. During the Tenn, Lessee shall have and maintain exclusive Operational Control of the Aircraft.

9. Maintenance and Improvements.

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a. Lessee shall inspect, maintain, repair, service, and test the Aircraft as required by and in accordance with FAR Part 135, the approved manufacturer inspection and maintenance program, and all airworthiness directives and mandatory service bulletins for wbich the terminating action is required to be accomplished prior to the end of the Tenn, or arrange for and supervise the same, and shall cause the Aircraft and all components to be airworthy and serviceable at all times. This includes the care and operation of the Aircraft as well as documentation and recordkeeping. Lessor shall have computer access to maintenance record.keeping enabling Lessor to monitor such maintenance record.keeping. All maintenance shall be performed by Bombardier authorized facilities and mechanics. The Aircraft will be visually maintained to include regular cleaning, d()tailing, and washing of the exterior.

b. All costs of maintenance snall be paid by Lessee.

c. Lessee shall not make any alterations, modifications, additions, or improvements to the Aircraft without the prior written consent of Lessor, which consent shall not be unreasonably withheld.

d. Unless otherwise agreed in writing prior to installation, (i) title to all parts and equipment installed in the Aircraft for any reason shall immediately vest in Lessor; (ii) such parts and equipment shall be the property of Lessor, be included in the definition of the Aircraft, and be subject to all of the terms and conditions of this Agreement; and (iii) Lessee shall ensure that any such parts are free and clear of all liens created by the action or inaction of Lessee.

10. Records and Administration.

l l.

a. Lessee shall maintain, on behalf of Lessor, current Aircraft logs, records and other materials required by the Federal Aviation Administration ("FAA"), insurance companies, or the manufacturer ("Records"), in accordance with industry standards and FAA requirements. Lessee's principal office, where Records will be maintained, is located at 10676 Sherman Way, Burbank, California 91505.

b. The carriage of baggage, cargo and passengers shall comply with the applicable requirements of the FAA; the number of passengers shall never exceed the number of passenger seats approved by the FAA; and the total payload, including fuel and other consumables, shall not exceed the maximum allowable payload for the. Aircraft or any limits establisl3.ed by the pilot in corn.man.

c. Lessee shall notify Lessor immediately upon becoming aware of any material damage, accident, incident, or other insurable event related to the Aircraft. · ·

Taxes, Costs and Expenses.

a. Taxes. Neither the Rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any taxing jurisdictions as a result of the leasing of the Aircraft to Lessee, or the use of the Aircraft by Lessee, or the provision of a taxable

.5

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transportation service by Lessee using the Aircraft. Lessee shall be responsible for and shall pay when due, and shall gross-up rental payments as required, and otherwise inderi:lnify and hold Lessor harmless from any and all Taxes, except to the extent such Taxes are imposed as a result of the gross negligence or wilful misconduct of Lessor. For the purposes of this Agreement, Taxes shall mean all taxes of every kind or nature (excluding (i) any tax measured by or assessed against a taxpayer's net income, including, without limitation, any income tax, or capital gains tax, (ii) any tax on capital or net worth, and (iii) any franchise or conduct of business tax) assessed or levied by any federal, state, county, local, airport, district, foreign, or other governmental authority, including, without limitation, sales taxes, use taxes, import duties, retailer taxes, .property taxes, federal air transportation excise taxes, federal aviation fuel excise taxes, and other similar duties, fees, and excise taxes. The provisions pf this Section 11 (a) shall survive the termination of this Agreement. Notwith,standing the forgoing, in the event any Taxes become due on the Rent, Lessee shall be responsible for payment of such. Taxes.

b. Costs and expenses. Each Party shall bear its own costs and expenses (including attorney fees) in connection with the negotiation and execution of this Agreement.

12. Inspection. At reasonable times upon at least five (5) business days' prior notice to Lessee, Lessor or its authorized representatives may inspect the Aircraft and/or Records and may inspect and make copies of any Records (at Lessor's expense). Any such inspection of the Aircraft shall be a visual, walk-around inspection and may include inspection of areas exposed by any open panels, bays or the like, but shall not include opening any panels, bays ot the like without the consent of Lessee, which consent may not be unreasonably withheld; provided that no exercise of such inspection right shall interfere with the normal operation of the Aircraft by, or the business of, Lessee. The Lessor shaH not have any duty to make any such inspection nor shall it incur any liability or obligation by reason of not making any such inspection. Upon receipt by Lessee of a written request from Lessor specifying that it desires to have an authorized representative observe any inspection or maintenance work on the Aircraft, Lessee shall cooperate with the Lessor to enable the representative to observe such inspection or maintenance work, including reasonable advance notification to the Lessor· o1 the time and place of such work; provided that such authorized representative shall merely observe and· shall not interfere with or extend in any manner the normal conduct of such work and shall not be entitled to direct any of sue

l3. Return of the Aircraft. At the termination of this Agreement, however caused, Lessee shall deliver possession of the Aircraft, including engines, parts, equipment, manuals, and Records, at Lessee's expense to Lessor at either Shanghai, People's Republic of China or Hong Kong, Special Administrative Region of the People's Republic of China, (the "Redelivery Location"), in at least as good a condition as when delivered to Lessee, normal wear and tear excepted, with all systems in serviceable condition and operating normally and in accordance with manufacturers' guidelines. The date of such delivc;iry of the Aircraft to Lessor shall be referred to herein as the "Redelivery Date."

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a. Certificate of AiYYVorthiness. • At the time of such return, the Aircraft shall have a valid Certificate ofAirworthiness issued by the FAA.

b. Additional Return Conditions~ At the time of such return, the Aircraft shall, in addition, satisfy each of the following requirements:

1. The Aircraft shall be returned with the same engines as at the Delivery Date, except that in the event any such engine has been replaced with a replacement unit for any reason, then Lessee shall provide at its· sole expense proof that no liens exist with respect to such engine along with a fully executed warranty bill of sale for such engine in the name of the Lessor upon return of the Aircraft.

2. On the Redelivery Date, the Aircraft shall be free and.clear of all liens other than liens created by Lessor.

14. Lessee's Representations and Warranties. Lessee hereby represents and warrants to Lessor that on the date hereof:

a. Lessee has adequate power and capacity to enter into, and perform under, this Agreement and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction where the Aircraft is to be based;

b. This Agreement has been duly authorized, executed and delivered by Lessee and constitutes a valid, legal and binding agreement, enforceable in accordance with its tenns, :except to the extent that the enforcement of remedies herein provided may be limited under applicable banlauptcy and insolvency laws;

c. No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or perfonnance by Lessee of this Agreement, except such as have already been obtained; ·

d. The entry into and performance by Lessee of this Agreement will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's articles of incorporation or bylaws or similar document, or (ii) result in any breach :of, constitute a default under, or result in the creation of, any lien, charge,. security interest or other encumbrance upon the

-------t.AIH:fl'fO'-Fr11-aft-·prn;l¥lR~dentu~ed of1rnst, bank loan or credit agreement or other instnunent to which Lessee is a party;

e. There are no suits or proceedings, pending or, to its knowledge, threatened, in court or before any commission, board or other administrative agency against or affecting Lessee, which could reasonably be expected to have a material adverse effect on the ability of Lessee to fulfil its obligations under this Agreement;

f. It is not necessary, in order to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement, that this Agreement be filed,

7

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notarized or recorded with any court or that any stamp or similar tax be paid on or in respect thereof; and ·

15, Representations, Warranties and Covenants of Lessor. Lessor hereby represents and warrants to Lessee that on the date hereof:

a. Lessor has adequate power and capacity to enter into, and perfonn under, this Agreement and is duly qualified to do business wherever necessary to carry on its present business and operations;

b. This Agreement has been duly authorized, executed and delivered by Lessor and constitutes a valid, legal and binding agreement, enforceable in accordance with its terms, :except to the extent that the enforcement of remedies herein provided may be limited under applicable bankruptcy and insolvency laws;

c. No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessor of this Agreement, except such as have already been obtained;

d. The entry into and performance by Lessor of this Agreement will not: (i) violate any judgment, order, law or regulation applicable to Lessor or any provision of Lessor's articles of incorporation or bylaws or similar document, or (ii) result in any breach. of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon the Aircraft pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessor is a party;

e. There are no suits or proceedings, pending or to its lmowledge, threatened, in court or before any commission, board or other administrative agency against or affecting Lessor, which would have a material adverse effect on the ability of Lessor to fulfil its obligations under this Agreement; and

f. Unless a Lessee Default shall have occurred and is continuing under this Agreement, and except as provided in this Agreement, neither Lessor nor any party claiming through Lessor shall disturb Lessee's quiet enjoyment of the Aircraft during the Term in accordance with this Agreement.

16. Default by Lessee. In f!.1.e event that Lessee shall:

a.

b.

fail to pay when due, any amount required to be paid by Lessee under this Agreement and such failure continues for ten (10) business days (except for any amount which Lessee is contesting in good faith with Lessor);

fail to procure and maintairi the insurances described in Section 7 of this Agreement, or suffer such insi.lrance to lapse;

c. have (I) an involuntary case or other proceeding commenced in respect of Lessee under the United States bankruptcy laws or any other applicable United States or state bankruptcy, insolvency, or other similar law in the United States or seeking the appointment: of a receiver, liquidator, assignee, custodian,

8

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trustee, sequestrator (or similar official) of Lessee or for all or substantially all of Lessee's property, or seeking the winding up or liquidation of Lessee's affairs, or (II) an order, judgment or decree entered in any proceeding by any court of competent jurisdiction appointing, without the consent of Lessee, a receiver, trustee, or liquidator of Lessee, or for all or substantially all of Lessee's property~

d. (I) commence a voluntary case under the United States banlauptcy laws or any other applicable United States or state banlauptcy, insolvency, or other similar law in the United States, or consent to the appointment of or talcing possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Lessee or all or substantially all of Lessee's property, (II) make any assignment for the benefit of creditors, or (III) take any corporate action to authorize any of the forego in~ ·

e. fail to observe or perform any of its other obligations hereunder which, if capable of being cured withiil 30 days, is not cured within thirty (30) days after Lessee became aware of such failure;

f. have made any representatidn or warranty herein or in any document or certificate furnished by Lessee in connection herewith, which proves to have been incorrect in any material respect at the time made; or

g. take any action or inaction that would cause the Aircraft to cease to be duly registered in the name of Lessbr under the F edera1 A via ti on Act;

then any such failure shall constitute a Lessee default (each a "Lessee Default"), and at all times after the occurrence there6f and while the same is continuing, Lessor may, at its option, declare this Agreement in default and may require Lessee to return promptly, and Lessee shall return promptly, the Aircraft to Lessor or its order in the manner and condition required by, and othen.Vise in accordance with all the provisions ?f, Section 13 as if the Aircraft were being returned at the end of the Term,

17. Default by Lessor.

a. Should Lessor fail to perform any of its obligations hereunder and should such failure continue for a period in excess of thirty (30) days or more from the date of receipt by Lessor of written notice of such failure from Lessee, any such failure shall constitute a, Lessor default (a "Lessor Default"), and at any time thereafter so long as the same shall be pontinuing and Lessee shall noti>e in

------------.tde..-if'l.aTTuli-lt--, -f-L.,.,cS""S"'e,..e•nmrany-r-,-,a>+t-iits-option;-deel-are-i:n-writin:g-t0-the-besseF-1:haWluCH.S;------­Agreement is in default; and dt any ti.me thereafter, so long as Lessor shall not have remedied such Lessor Default and provided such Lessor Default is not attributable to any Lessee Default or the gross negligence or wilfol misconduct of Lessee, Lessee may cancel; terminate, or rescind this Agreement by written notice to Lessor whereupon Lessee shall immediately return the Aircraft to Lessor in the condition required hereunder together with payment for all amounts due and payable.

b. Upon the occurrence of any failure by Lessor to pay when due any amount required to be paid by it ucider this Agreement and such amount remains

•9

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unpaid for a period in excess of ten (10) days following receipt of notice by Lessor that such amount is due and payable, and continuing until such amount has been paid, if Lessee is not in default, Lessee shall have the right, but not the obligation, to pay any amount required to be paid by Lessor pursuant to the Agreement and to offset such payment against Rent due and payable by Lessee to Lessor.

18. Sublease and Assignment. Lessee may not sublease or assign the Aircraft or its use without the prior written consent of Lessor.

19. Event of Loss. In the event of a total loss, or an agreed or compromised total loss, Lessee's obligation to pay Rent her~under shall cease and Lessee shall pay, or cause the insurers to pay, to Lessor the Agreed Value within one hundred twenty (120) days of the date of occurrence of such actual, agreed, or compromised total loss. lJpon receipt in full by Lessor of such insurance proceeds, this Agreement shall be terminated except as to any provisions hereof which are expressly stated to survive termination of this Agreement.

20. Indemnities and Limitations.

a. Indemnity. Each Party hereby indemnifies and holds harmless the other party and its respective officers, directors, members, partners, employees, members, shareholders, and affiliates for any liability, claim, damage, loss, or reasonable expense, including reasonable attomeys1 fees (an 11Indemnified Loss 11

),

resulting from bodily injury or property damage caused by an occurrence and arising out of the ownership; maintenance, or use of the Aircraft that results from the negligence or misconduct of such Party, provided that neither Party will be liable for any Indemnified Loss:

l. to the extent that such loss is covered by the insurance policies described in Section 7; or

2. to the extent of the gross negligence or wilful m,isconduct of the indemnified Party cir its officers, directors, partners, employees, members, shareholde~s and affiliates.

b. Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT:

1. THE PROCEEJ?S OF INSURANCE TO WHICH IT rs ENTITLED, ..

-----------2 ITS RTGHTS..TilJNDEMNIFICATION FROM THE OTHER PARTY UNDER SECTION 20(a), AND

3. ITS RIGHT TO DIREGT DAMAGES ARISING IN' CONTRACT FROM A MATERIAL BREACH OF THE OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT,

ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONT;E1v1PLATED HEREBY. EXCEPT AS SET FORTH ·IN THIS SECTION 20(b), EACH PARTY WAIVES ANY OTHER RIGHT TO RECOVER ANY DAMAGE, LOSS, OR EXPENSE ARISIN'G

10

i·

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Main Document Page 16 of 34

OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTE:M:PLATED HEREBY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR OR HA VE ANY DUTY FOR INDEivINIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR •PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR DEPRECIATION OF VALUE OF THE AIRCRAFT, OR INSURANCE DEDUCTIBLE; EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HA VE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

c. The provisions of this Section 20 shall surviveiermination or cancellation of this Agreement.

21. Other.

a. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. The Parties agree that the Superior Court for the State of California in and for the County of Los Angeles and the United States District Court for the central District of Califoiuia sitting in Los Angeles, California shall have exclusive jurisdiction and venue over any and all disputes between the Parties arising under this Agreement shall be in, and for such purpose each Party hereby submits to the jurisdiction of said courts and waives any objection .thereto based on the doctrine of forum non conveniens.

b. Counterparts. The Parties may sign this Agreement in several counterparts, each of which will be deenied an original, but all of which together will constitute one instrument. : Delivery of an executed counterpart of this Agreement or of any other 4ocuments in connection with this Agreement by fax or electronic means will be deemed as effective as delivery of an originally executed counterpart.

c. Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior communications, understandings and agreements relating to tl).e subject matter hereof, whether oral or written.

. .. ~I11gs. Tne~~nvenience-on:ly-ancl-d1')-n0t--­

define, limit or describe the scope of this Agreement or the intent of the provisions herein.

e. Modification. This Agreemeµt may be supplemented, a.mended or modified only by the mutual agreement of the Parties. No supplement, amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of the Parties.

f. Notice. Any notice required or permitted to be given hereunder shall be given in writing and shall be delivered (i) in person; (ii) by certified mail postage

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prepaid, return receipt requested; (iii) by electronic mail; or (iv) by commercial overnight courier that guarantees next day delivery and provides a receipt, addressed as follows:•

If to Lessor: Suite 3008, Central Plaza, 18 Harbour Rqad, W anchai Hong Kong Attention: Diatta Kuan I Jennie Chan I Manna Choy I Doris Lau E-mail: dkuan@parinama.hk I jchan@parinama.hk I manna.choy@huabao.com.bk I dorisJau@huabao.com.bk

If to Lessee: 700 We'cit Camp Road, #04-10 JTC Aviation One,• Singapore, 797649 Attention: James Seagrim I Matthew Walter I Geoffery Cassidy E-mail: james@zettajet.com I matt@zettajet.com I gcassidy@zettaj et. com ·

Notice is effective (i) when delivered personally, upon delivery; (ii) on the date shown on the receipt therefor in the case of certified mail as aforesaid; (ill) when transmitted by el~ctronic mail, provided that a transmission error message is not received by sender; and (iv) on the date shown on the receipt for any overnight courier as aforesaid. Either Party may, from time to time, change its address by written notice to the other Party.

g. Remedies and Rights. Each Party's remedies or rights with respect to any term and condition of this Agreement shall be cumulative and not exclusive, and shall be in addition to all other remedies and rights in favor of that Party under any applicable law. ·

h. Severability. If any provision of this Agreement is unenforceable to any extent, the remainder of this Agreement, or application of that provision to any persons or circumstances other than those as to which it is held unenforceable, will not be affected by that :uuenforceability and will be enforceable to the fullest extent permitted by law.

i. Further Assurance,s. Each Party will promptly and duly execute and deliver to the other Party such further:documents and taice such further action as that other Party may from time to tune reasonably request m order more effectivelv.-----­to carry out the intent and purpose of this Agreement.

j. Limitation of Lessor liability. Lessor is entering into this Agreement solely as owner trustee and not in itll individual capacity, and Lessor shall not be personally liable for, or fo{ any loss in respect of, any of the statements, representations, warranties, agreements or obligations hereunder, except for any loss caused by or resultin,g from the wilful misconduct or gross negligence

. of Lessor.

22. TRUTH-IN-LEASING.

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a.

b.

c.

Main Document Page 18 of 34

THE AIRCRAFT COM:PLIES WITH APPLICABLE FAA MAINTENANCE AND JNSPECTION REQUIREMENTS FOR OPERATIONS TO BE CONDUCTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS PURSUANT TO THIS AGREEMENT.

LESSEE CERTIFIES THAT LESSEE, AND NOT LESSOR, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT WHEN LESSEE UTILIZES THE AIRCRAFT UNDER THIS AGREEMENT. LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS HIS RESPONSIBILITY FOR COlvIPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

LESSEE CERTIFIES THAT THE AJRCRAFT WILL BE MAINTAINED -AND INSPECTED UNDER PART 135 OF THE FEDERAL AVIATION

REGULATIONS FOR OPERATIONS TO BE CONDUCTED PURSUANT TO THIS AGREEMENT. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

- Signature Page Follows -

• 13

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IN WITNESS WHEREOF, the Parties have executed this Aircraft Lease Agreement effective as of the day and year first set forth above.

' ..

Lessor

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as owner

""''" ~ By: A._ . ;L__ Name: '~Molen Title: Assistant Vice President

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Exhibit A

PRE-DELIVERY DATE WORK SCOPE

Lessor and Lessee agree that Lessor's obligation to lease, and Lessee's obligation to take on lease, the Aircraft under this Agreement shall be subject to the following conditions precedent:

As soon as practicable after the date of this Agreement, Lessor shall procure that the existing owner of the Aircraft repositions the Aircraft to the inspection facility which is mutually acceptable to Lessor and Lessee for the purpose of the work scope described in paragraph 2, whereupon:

(a) the existing owner shall import the Aircraft into the U.S.A. with required · customs declarations forms completed and submitted to the United States Customs and Border Protection;

(b) the existing owner shall instruct the Civil Aviation Authority of the Cayman Islands (CAACI) to issue a confinnation of de-registration of the Aircraft to the FAA;

(c) the existing owner shall instruct Insured Aircraft Title Service, Inc. in Oklahoma City, Oklahoma (the "Escrow Agent") to date and file the FAA Bill of Sale pre-positioned for that purpose, transferring legal title to the Aircraft to Lessor, in the FAA Civil Aviation Authority; and

(d) Lessor.shall instruct the Escrow Agent to date and file the FAA Aeronautical Center Form 8050-1 Aircraft;Registration Application, pre-positioned for that purpose.

Lessee shall bear the cost of the items described in this paragraph I which, in tenns of the aircraft movement costs referred to herein, means the out-of-pocket direct operating costs incurred in connection therewith.

2 As soon as practicable following the repositioning of the Aircraft to the mutually acceptable inspection facility, that inSpection facility will perform the following work scope:

(a) the installation, at Lessor's ;cost, of Ku-band WiFi capability (the "WiFi System") on the Aircraft which, when installed, shall be the property of

essor; and

(b) the scheduled 15/30/601180 month inspection for the Aircraft (the "1 C/2C/4C/12C"),

The payment terms for the performance of such work scope are described in. paragraph D of Schedule D.

3 Prior to, or concurrently with, such return to service, Lessee shall procure the issuance . of an FAA standard airworthiness certificate for the Aircraft .

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Exhibit B

AlRCRAFf ACCEPTANCE RECEIPT

This receipt acknowledges acceptance by ZETTA JET PTE LTD ("Lessee") of the following aircraft, pursuant to that certain Aircraft Lease Agreement between Lessee and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION dated ------' 2015: .

Make &Model Registration Number Serial Number Engine Make & Model

Engine Serial Numbers Auxiliary Power Unit Model APU Serial Number

Bombardier Inc., BD-700-lAl 0 (Global Express) VP-CLY (to be changed to N888ZJ) 9071 Rolls-Royce Deutschland Ltd & Co KG, BR700-710A2-20 12254 and 12257 Honeywell International Inc., RE220 P-179

at ________ Airport in the state of" on-----' 2015.

The Aircraft will be returned with at least as much fuel on board as at delivery.

Fuel on board at time of delivery:------------·

Lessee acknowledges and agrees that the Aircraft is being accepted, for all purposes, "AS IS, WHERE IS, WITH ALL FAULTS" with no warranties, except as expressly set forth in the Lease.

Lessee

ZETTA JET PTE LTD

By: ___________ _ Name:. ___________ _ Title: ____________ _

Acknowledged and Agreed:

Lessor

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its Individual capacity but solely as owner trustee

By: ___________ _ Name: ___________ _ Title: ____________ _

'16

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Exhibit C

GUARANTOR ENDORSEMENT

AMPLE UNITED LIMITED a Cayman Islands company, hereby affimis the representations, warranties, covenants and indemnities of Lessor under the foregoing Aircraft Lease Agreement and guarantees to· Lessee the perfonnance by Lessor of Lessor's obligations under the Agreement in accordance with its tenns. This guaranty shall in all respects be a continuing, absolute and irrevocable guaranty of Lessor's performance under the Agreement and shall remain in full force and effect until all of Lessor's obligations under the Agreement have been performed in accordance with the provisions thereof.

By:~~z::;;.<''+-~~::::_-"7''>-\-1-

Name: \Jl.'0'"1 'i u.·1 Chu. Title: lA'fldlY

17

., I i !

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ExhibitD

FINANCIAL TERMS

>l<REDACTED FOR FILING

::igree-s th:lt the Airc:rnft ts

OffiCt!\L $YAM? KATH!...e~N l.ARSEN

NOTARY rumrc' OmEG~ COMWSSION 00. ~

MY COMMISSION ~RtS MAY 19', 2018

v;i(h no

r

ExhibitD

FINANCIAL TERMS

A. Security Deposit: seven hundred fifty thousand United States dollars (U.S. $750,000.00).

B. Rent:

1. for each of the first thirty-six (36) calendar months: two hundred thousand United States dollars (U.S. $200,000.00) (first month's rent due in advance) and

2. for each of the subsequent twenty-four (24) calendar months, one hundred eighty thousand United States dollars (U.S. $180,000.00).

C. Insurance:

a. Agreed Value: twenty million United States dollars (U.S. $20,000,000.00)

b. Worldwide third-party legal liability minimum amount: three hundre.d million United States dollars (U.S. $300,000,000.00).

D. Planned Work Scope:

a. Lessor shall pay for the cost of the 1C/2C/4C/12C inspection in the amount evidenced by the quotation for such work scope from the mutually acceptable inspection facility referred to in paragraph 1 of Exhibit A (and such quotation shall be initialled by Lessor and Lessee to evidence their agreement thereto and shall thereafter be incorporated herein by this reference).

b. Payment Terms: Lessor shall pay fifty per cent (50%) of the cost described in paragraph D a. above to the applicable inspection facility upon induction of the Aircraft into that inspection facility, together with the cost for the installation of the WiFi Systemi the' balance shall be paid by Lessor not later than the Aircraft's return to service in an airworthy condition as evidenced by the applicable logbook entry.

E. Lessor will share a nroportion of the cost of any such collformance, as follows:

A= Bx (l-{C/60)

where:

A= the amount of Lessor's contribution;

B = the cost of conformance; and

C =the number of months between the date of .Lessee's conformance.and tl)e scheduled expiry of the Term.

F. Account Name:

Account Number:

Bank:

Amber United Limited

007946906

China Construction Bank (Asia).Corporation-Limited

19

NCT- Single Aircraft Form Document 09-2013

ORIGINAL DOCUMENT FILED AT THE F.A.A. BY

1.A.T.S. . 'i\ 0 "" TRUST AGREEMENT DATE: \ti\\~\1rr1ME:~.7. ~I

(Ample United Limited Trust) CO I

. THIS TRUST AGREEMENT (Ample United Limited Trust), dated as of l3b of (X.tvixf 2015, (the "Agreement'' by and between Ample United Limited, a limited liability corporation organized and existing under the laws of Cayman Island ("Trustor''), and Wells Fargo Bank Northwest, National Association. a national banking association organized and existing under the laws of the United States of America ("Owner Trustee");

WITNESS ETH:

WHEREAS, Truster desires to cause title to the Aircraft (as hereinafter defined) to be conveyed to Owner Trustee;

WHEREAS, Trustor desires to create a trust (the "Trust") and contribute the Aircraft thereto in order to ensure the eligibaity of the Aircraft for United States registration with the Federal Aviation Administration (the "FAA");

WHEREAS, this Agreement is designed to create a Trust in order that the Owner Trustee may hold title to the Aircraft until such time as Truster directs the Owner Trustee to distribute the Aircraft in accordance with Trustor's written instructions; and

WHEREAS, Owner Trustee is waling to accept the trusts as herein provided:

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Truster and Owner Trustee agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement shall have the respective meanings assigned thereto below, unless such terms are otheiwise defined herein or the context hereof shall otherwise require. The terms "hereof'. "herein", "hereunder" and comparable terms refer to this Agreement, as amended, modified or supplemented from time to time, and not to any partiaJcr p::rti01 teec:t. R:faa o:s in Uis Pg ea 1 a t 1o sa:f.ias. p:::t c:gcp s a"d da..ses ae to sedicrs, µ::rcgcp s aid da.ses intfisPgearat uriess otherwise indicated.

"Affidavit" means the Affidavit of Owner Trustee pursuant to Section 47.7(c)(2)(ii~ of Part 47 of the Federal AviaticnR:lg.Jations.

JXtC· "Aircraft" means the Bombardier"BD-700-1A10 (Global Express) Aircraft,

serial number 9071, FAA Registration Number N888ZJ together with the 2 Rolls-Royce Deutschland Ltd & Co KG, BR-700-710A2-20 engines attached thereon, bearing

manufacturer's serial numbers 12254 and 12257, Vvt1ich are transferred to the Owner Trustee in trust under this Trust Agreement

"Aircraft Registration Application" means AC Form 8050-1 Aircraft Registration Application by Owner Trustee covering the Aircraft.

"Citizen of the United States" means "citizen of the United States" as that term is defined in Section 40102(a)(15) of Title 49 of the United States Code.

"FAA" means the Federal Aviation Administration of the United States or any Government Entity succeeding to the functions of such Federal Aviation Administration.

"FAA Bill of Sale" means an AC Form 8050-2 Bill of SalEE for the Aircraft from Truster to Owner Trustee.

"Lessee" means any lessee under any Lease.

"Lease" means any agreement (including an Operating Agreement) from time to time entered into by Owner Trustee and Lessee that transfers the right to possess, use and operate the Aircraft to such Lessee.

"Person" means any individual, corporation, partnership, joint venture, association, company, trust. non-incorporated organization, business other entity or institution, but not including government or any agency or political subdivision thereof.

"Operating Agreement" means any agreement (including a Lease) that transfers the right to possess. use and operate the Aircraft from the Owner Trustee to the Trustor.

'Trust Estate" means all estate, right, title and interest of Owner Trustee in and to the Aircraft. the Lease, the Warranty Bill of Sale and the FAA Bill of Sale. including, without limitation. all amounts of the rentals under any Lease. insurance proceeds (other than insurance proceeds payable to or for the benefit of Owner Trustee, for its own account or in its individual capacity, or Truster), and requisition, indemnity or other payments of any kind for or with respect to the Aircraft, (other than amounts owing to Owner Trustee, for its own account or in its individual capacity, Trustor or any Lessee of the Aircraft).

'Warranty Bill of Sale" means a full warranty bill of sale for the Aircraft, executed by Trustor in favor of Owner Trustee and specifically referring to each engine installed on the Aircraft.

2

ARTICLE 2

CREATION OF TRUST

Section 2. 01 Transfer of Control. Trustor shall cause title to the Aircraft to be conveyed to Owner Trustee.

Section 2.02 Acceptance and Declaration of Trust Owner Trustee accepts the Trust created hereby, and declares that it will hold the Trust Estate upon the trusts hereinafter set forth for the use and benefit of Trustor, in accordance with and subject to all of the terms and conditions contained in this Agreement. and agrees to perform the same, including without limitation the actions specified in Section 4.01 hereof, and agrees to receive and disburse all moneys constituting part of the Trust Estate. all in accordance with the terms hereof.

Section 2.03. Name of Trust. The Trust governed by this Agreement shall be known as. and is named, the "Ample United Limited Trust", which name shall be used for describing this Trust under the relevant Uniform Commercial Code.

ARTICLE 3

THE OWNER TRUSTEE

Section 3.01 Status. Owner Trustee hereby represents and warrants that it is a Citizen of the United States.

Section 3.02 Removal. Owner Trustee may be removed at any time, but for cause only, by a written instrument or instruments signed by an authorized person or persons. subject to the regulatory limitation that non-U.S. citizens not hold more than 25 percent of the aggregate power to remove a tru~tee. For purposes of this Section, "for cause", may include willful misconduct or gross negligence, but "for cause" will not include the refusal of Owner Trustee to act or refrain from acting in a manner that (1) would violate the laws, regulations, court orders. or lawful directions of a government agency; (2) is outside the scope of Owner Trustee's authority; (3) is contrary to its obligations under the Trust Agreement; or (4) is the subject of a mere disagreement between Owner Trustee and Truster. Such removal shall take effect immediately upon the appointment of a successor Owner Trustee pursuant to Section 3.04, whereupon all powers, rights and obligations of the removed Owner Trustee under this Agreement (except the rights set forth in Section 3.08) shall cease and terminate. Without any affirmative action by Truster, any Owner Trustee shall cease immediately to be an Owner Trustee at such time as it ceases to be a Citizen of the United States or at such time as it for any reason is not free from control by Trustor as described in Article 9, and shall give immediate notice thereof to Truster. Any Owner Trustee shall also give Trustor notice of a possible change of citizenship at the later of (i) 90 days prior to a change in citizenship and (ii) actual knowledge by Owner Trustee that such a change in citizenship is probable

3

Section 3.03 Resignation. Owner Trustee may resign at any time upon giving 30 days prior written notice of such resignation to Truster. Such resignation shall take effect only upon the appointment of a successor Owner Trustee pursuant to Section 3.04, whereupon all powers, rights and obligations of the resigning Owner Trustee under this Agreement (except the rights set forth in Section 3.08) shall cease and terminate.

Section 3.04 Successor Owner Trustee. Promptly upon receipt of a notice of resignation from the Owner Trustee in accordance with Section 3.03, a successor trustee shall be appointed by a written instrument signed by a duly authorized officer of Truster and the successor trustee shall execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment. Such successor trustee shall be a Citizen of the United States and shall assume all powers, rights and obligations of such Owner Trustee hereunder immediately upon the resignation of such Owner Trustee becoming effective. Such successor, concurrently with such appointment, shall file an Affidavit with the FAA and all other documents then required by law to be filed in connection therewith. If the Trustor shall not have so appointed a successor Owner Trustee within 30 days after such resignation or removal. the Owner Trustee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor or successors shall have been appointed by the Truster as above provided. Any successor Owner Trustee so appointed shall immediately and without further act be superseded by any successor Owner Trustee appointed by the Trustor as above provided.

Section 3.05 Merger. Any corporation into which owner Trustee may be merged or converted or with which it may be consolidated. or any corporation resulting from any merger, conversion or consolidation to which Owner Trustee st1all be a party, or any corporation to which substantially all the corporate trust business of Owner Trustee may be transferred, shall, subject to the terms of Section 3.04, be Owner Trustee without further act.

Section 3.06 Tax Returns. The Owner Trustee shall keep all appropriate books and records relating to the receipt and disbursement by it of all monies under this Agreement or any agreement contemplated hereby. The Truster will prepare afl tax returns required to be filed with respect to the trust hereby and the Owner Trustee, upon request, will furnish the Truster with all such information as may be reasonably required from the Owner Trustee in connection with the preparation of such tax returns. The Owner Trustee will execute and file the tax returns as prepared by the Truster.

Section 3.07 Vacancies. If any vacancy shall occur in the position of Owner Trustee for any reason, including, without limitation, removal, resignation, loss of United States citizenship or the inability or refusal of such Owner Trustee to act as Owner Trustee, the vacancy shall be filled in accordance with Section 3.04.

Section 3.08 Fees: Compensation. The Owner Trustee shall receive from the Trustor as compensation for the Owner Trustee's services hereunder such fees as may heretofore and from time to time hereafter be agreed upon by the Owner Trustee and the Truster and shall be reimbursed by the Truster for all reasonable costs and

4

expenses incurred or made by it in accordance with any of the prov1s1ons of this Agreement. If an event of default under any Lease shall occur, the Owner Trustee shall be entitled to receive reasonable compensation for its additional responsibilities, and payment or reimbursement for its expenses. Owner Trustee shall have a lien on the Trust Estate, prior to any interest therein of the Trustor, to secure payment of such fees and expenses.

Section 3.09 No Duties. Owner Trustee shall not have any duty (i) to see to any insurance on the Aircraft or maintain any such insurance, (ii) to see to the payment or discharge of any tax. assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, the Aircraft (provided. however. that Owner Trustee shall not create, permit or suffer to exist any lien or encumbrance on any part of the Aircraft which results from claims against Owner Trustee unrelated to its capacity as Owner Trustee hereunder), (iii) to confirm or verify any notices or reports, (iv) to inspect the Aircraft at any time or ascertain the performance or obseNance by either of any Lessee or Trustor of its covenants under any Lease, or (v) except as set forth herein, to see to any recording or see to the maintenance of any such recording or filing with the FAA or other government agency.

Section 3.10 Status of Moneys Received. All moneys received by Owner Trustee under or pursuant to any provisions of this Agreement shall constitute trust funds for the purpose for which they are paid or held, and shall be segregated from any other moneys and deposited by Owner Trustee under such conditions as may be prescribed or permitted by law for trust funds.

Section 3.11 Owner Trustee Mav Rel~. Owner Trustee shall not incur any Hability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent. order, certificate, report opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. As to any fact or matter, the manner or ascertainment of which is not specifically described herein, Owner Trustee may for all purposes hereof rely on a certificate, signed by or on behalf of the party executing such certificate, as to such fact or matter, and such certificate shall constitute full protection of Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, Owner Trustee may, at the reasonable cost and expense of Truster, seek advice of counsel, accountants and other skilled persons to be selected and employed by them, and Owner Trustee shall not be liable for anything done; suffered or omitted in good faith by it in accordance with the actions, advice or opinion of any such counsel, accountants or other skilled persons.

Section 3.12 Owner Trustee Acts as Trustee. In accepting the Trust, Owner Trustee acts solely as trustee hereunder and not in any individual capacity (except as otherwise expressly provided in this Agreement or any Lease), and all persons other than Truster having any claim against the Owner Trustee by reason of the transactions contemplated hereby shall not have any recourse to Owner Trustee in its individual capacity.

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Section 3.13 No Expenses for Owner Trustee. Owner Trustee shall not have any obligation by virtue of this Agreement to expend or risk any of its own funds, or to take any action which could, in the reasonable opinion of Owner Trustee, result in any cost or expense being incurred by Owner Trustee. Owner Trustee shall not be required to take any action or refrain from taking any action under this Agreement unless it shall have been indemnified by Trustor in a manner and form satisfactory to Owner Trustee against any liabiity. cost or expense (including reasonable attorneys' fees) Vvhid1 rn::iy be incurTed in connection there\Mth. No provisions of this Agreement shall be deemed to impose any duty on Owner Trustee to take any action if Owner Trustee shall have been advised by counsel that such action would expose it to personal liability, is contrary to the terms hereof or is contrary to law.

Section 3.14 Notice of Event of Default. In the event that a responsible officer in the Corporate Trust Department of the Owner Trustee shall have actuaj knowledge of a default or an event of default under any Lease, the Owner Trustee shall give or cause to be given prompt notice of such default or event of default to the Trustor. The Owner Trustee shall take such action with respect to such default or event of default as shall be specified ln written instructions from the Truster. For all purposes of this Agreement and any Lease, in the absence of actual knowledge of a responsible officer in the Corporate Trust Department of the Owner Trustee, the Owner Trustee shall not be deemed to have knowledge of a default or event of default unless notified in writing by the Trustor.

Section 3.15 Certain Duties and Responsibilities of Owner Trustee.

(a) Owner Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in any Lease or Operating Agreement and no implied duties, covenants or obligations shall be read into this Agreement or any Lease or Operating Agreement against Owner Trustee. Owner Trustee agrees that it will deal with the Aircraft or any other part of the Trust Estate in accordance with the terms of this Agreement and any Lease or Operating Agreement.

(b) Whether or not herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Owner Trustee shall be subject to the provisions of this Section 3.15.

Section 3.16 No Representations or Warranties as to the Aircraft or Documents. OWNER TRUSTEE MAKES (I) NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT OR AS TO THE TITLE THERETO, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE AIRCRAFT WHATSOEVER, except that Wells Fargo Bank Northwest, National Association, in its individual capacity warrants that on the date on which the Aircraft is transferred to the Trust contemplated by this TRUST AGREEMENT, Owner Trustee shall have received whatever title was conveyed to it. and (ii) no other representations or warranties are made by the Owner Trustee other than to the extent expressly made herein by Owner Trustee, except that Owner Trustee represents and warrants that it has full right, power and authority to enter into. execute.

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deliver and perform this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Owner Trustee.

ARTICLE 4

THE TRUST EST A TE

Section 4.01 Authorization and Direction to Owner Trustee. Trustor hereby authorizes and directs Owner Trustee, not individually but solely as Owner Trustee hereunder, and Owner Trustee covenants and agrees:

(a) to execute and deliver each agreement, instrumenJ or document to ·which Owner Trustee is a party in the respective forms thereof in which delivered from time to time by Truster for execution and delivery and, subject to the terms hereof, to exercise its rights and perform its duties under any Lease in accordance with the terms thereof. including without limitation. accepting title to, and delivery of, the Aircraft and leasing the Aircraft to any Lessee or, subject to the provisions of Section 7 hereof, distributing the Aircraft to Truster pursuant to the specific written instructions of Truster;

(b) to effect the registration of the Aircraft with the FAA by duly executing and filing or causing to be filed with the FAA (i) the Aircraft Registration Application, (ii) the Affidavit, (iiO the FAA Bill of Sale, (iv) an executed counterpart of this Agreemen~ and (v) any other document or instrument required therefor;

(c) to execute and deliver each other document referred to in any Lease or which Owner Trustee is required to deliver pursuant to any Lease or this Agreement; and

(d) subject to the terms of this Agreement, to perform the obligations and duties and exercise the rights of Owner Trustee under any Lease.

(e) upon request by FAA, and with the cooperation of Truster. to provide the FAA with the following information in an expeditious manner (generally within 2 business days of the request or immediately in an emergency identified by the FAA): (i) the identity and contact information (address, phone number, email) of person or entity normally operating. or maintaining the operations of the aircraft; (iO where that person or entity resides or is incorporated and has its principal place of business: (iii) the location of the aircraft maintenance and other records; and; (iv) where the aircraft is normally based and operated.

(!) upon request by FAA, and with the cooperation of Trustor, to provide the FAA with the following information rn an expeditious manner (generally within 5 business days of the request or immediately in an emergency identified by the FAA): (0 information about the operator, crew (names and pilot certificate numbers) and aircraft operations on specific dates; (Ii) information about where the aircraft will be on a specific date In the future and (iil) maintenance and other aircraft records.

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(g) to immediately forward all applicable FAA airworthiness directives to the Trustor. Lessee. and Operator, as applicable, by the most expeditious means available.

(h) to notify the FAA Aircraft Registry by the most expeditious means available of the trustee's resignation under Section 3.03, Resignation, or removal under Section 3.02, Removal, or of the termination of the trust under Section 7.01, Termination Date.

(i) to permit the inspection of the aircraft and/or records by the FAA or any other duly authorized representatives of the U.S. or of the government of the country where it Is based or operated, when an appropriate request is made by the FAA or other governmental entity entitled to inspect the aircraft and/gr records.

U) Wells Fargo Bank Northwest. National Association shall have no liability in its individual capacity under this Section 4.01 except to the extent and solely to the extent, that any failure to comply with any provision of this Section 4.01 is solely attributable to the gross negligence or willful misconduct of Wells Fargo Bank Northwest. National Association in its capacity as Owner Trustee. Under no circumstance shall Wells Fargo Bank Northwest, National Association in its individual capacity be liable to the Truster under this Section 4.01, or any other provision of this Agreement, if any failure to comply with the requirements of this Section 4.01 or any other provision of this Agreement is caused by or Is otherwise attributable to any action or inaction (whether or not performed in a timely manner) of any other Person (including the Truster). Under no circumstances shall Wells Fargo Bank Northwest, National Association, in its individual capacity, be liable to any Person (other than the Truster as expressly provided in this Section 4.01) for any breach of, or failure to comply with, the terms of this Section 4.01.

Section 4.02 Supplier Warranties. Truster hereby assigns to Owner Trustee any and all warranties and indemnities of, and other claims against. any supplier relating to the Aircraft.

Section 4.03 Advances by Trustor. Trustor shall make advances to Owner Trustee in such amounts and at such times as may be necessary to permit Owner Trustee to satisfy its obligations under any Lease and this Trust Agreement.

Section 4.04 Truster's Dutjes. Truster hereby covenants and agrees:

(a) upon a request by the FAA for information related to the Aircraft and the operation of t~e Aircraft that the FAA is legally entitled to receive from an owner or operator of an aircraft. which is issued to Owner Trustee (and forwarded by Owner Trustee to Truster}, as the case may be, to provide as expeditiously as reasonably practicable to Owner Trustee or the FAA, as the case may be. with all such requested information to the extent that Trustor has such information or actually receives such information from the operator or from any other source, including. if applicable, (i) information in relation to the operation, maintenance, location or base of operation of

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the Aircraft, and (ii) contact information of (x) the operator of the Aircraft and (Y) any other person to whom the FAA may look to gather information related to crew members for the Aircraft, the Aircraft's operations on specific dates, the location of the Aircraft, and maintenance and other aircraft records for the Aircraft;

(b) without limiting the provisions of the Supplement attached to this agreement, in connection with any transfer of Trustor's beneficial interest in the Trust (other than a collateral assignment thereof). to provide Owner Trustee the identity and contact information with respect to the new Trustor and to update the operator information provided pursuant to Section 4.04(c) and 4.04(d) to the extent Trustor has such information or actually receives such information from the operator or from any other source;

(c) to provide as expeditiously as possiqle to Owner Trustee, in response to a request by the Owner Trustee, the identity and contact information for the operator of the Aircraft under any Lease or Operating Agreement or bailment agreement entered into from time to time by Trustor, or any lease. bailment, or other arrangement entered into from time to time by a third party, whether or not at Trustor's direction.

(d) without limiting the provisions of the Supplement attached to this agreement. to require that any Lease, Operating Agreement, bailment. or similar arrangement transferring possession and operational control of the Aircraft provide the following or similar provisions to the same effect:

(i) that all further transfers of the rights to possession and operationalcontrol of the Aircraft to a transferee must be in writing; provide the identity and contact Information about the transferee; and the transferee's assurance that if and when the transferee is notified that the Owner Trustee has made a request, to promptly provide information related to crewmembers of the Aircraft and the Aircraft's operations on specific dates, the location of the Aircraft, and the maintenance and other aircraft records for the Aircraft;

(ii) that each such further transferee or operator (x) shall provide its reasonable cooperation to Owner Trustee, Truster and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive, and (y} shall authorize the FAA or any other duly authorized air authority representatives of the U.S. or the government where it is habitually based or operated, upon any request which the FAA or such other governmental entity is legally entitled to make under law applicable to such transferee or operator of the Aircraft, to inspect the Aircraft; and

(iii) that each such further transferee or operator agrees that the above- referenced information and inspection requirements would be made and agreed in all subsequent or downstream leases, operating agreements and bailment agreements thereby requiring each such subsequent transferee or operator to provide such contact information in the event that there has been a transfer of possession and operation to another party, to update such information

9

when any changes occur, and to promptly confirm such information at any time upon request by Owner Trustee or Trustor, to provide its reasonable cooperation to Owner Trustee, Trustor and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive made pursuant to existing regulations and policies, and (z) to authorize the FM or such other governmental entity to inspect the Aircraft to the extent that it is legally entitled to make such request under law applicable to Owner Trustee, Trustor, the relevant counterparty to any such subsequent or downstream agreement or the Aircraft.

ARTICLE 5

DISTRIBUTIONS

Section 5.01 Receipts. Except as otherwise provided in this Agreement. any payment received by Owner Trustee for which provision as to the application thereof is made in any Lease shall be applied promptly to the purpose for which such payment shall have been made in accordance with the terms of such Lease; and any payment received by Owner Trustee for which no provision as to the application thereof is made in any Lease or in this Article 5 shall. unless Truster shall have otherwise instructed Owner Trustee in writing, be distributed promptly to Truster.

Section 5.02 Manner of Making Distributions. Owner Trustee shall make all distributions to Trustor under this Agreement and any Lease promptly upon the receipt of proceeds available for distribution, but shall not be obligated to make any distributions until the funds therefor have been received by Owner Trustee. All distributions to Trustor hereunder shall be made to such account and in such manner as Trustor shall from time to time direct in writing.

ARTICLE 6

INDEMNIFICATION OF OWNER TRUSTEE BY TRUSTOR

Section 6.01 Indemnification Trustor hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated. to assume liability for, and does hereby indemnify, protect, save and keep harmless Wells Fargo Bank Northwest. National Association, in its individual capacity and its successors, assigns. legal representatives, agents and servants. from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by Wells Fargo Bank Northwest, National Association in its indiviclal ~ m cr rreast.n:d by f!nf cot pes sa:iai rea:3i'\ie:l by V\Slls Fag:> Bai< f\btl"M.est, N:ticra Assc:x::ictim in its irdviclal c::::.c:p:dtyfcr its services h=ra..rder), claims, actions, suits, costs. expenses or disbursements (including, without !Imitation. reasonable ongoing fees of Owner Trustee and reasonable attorneys' fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Wells Fargo Bank Northwest, National Association In its individual capacity (whether or not also indemnified against

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by a Lessee under any Lease or also indemnified against by any other person) in any way relating to or arising out of this Agreement or any Lease or the enforcement of any of the terms hereof or thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of Owner Trustee or Wells Fargo Bank Northwest, National Association in its individual capacity hereunder, except (a) in the case of willful misconduct or gross negligence on the part of Owner Trustee or Wells Fargo Bank Northwest, National Association in its individual capacity in the performance or nonperformance of its duties hereunder, or (b) those resulting from the inaccuracy of any express representation or warranty of Wells Fargo Bank Northwest, National Association in its Individual capacity (or from the failure of Wells Fargo Bank Northwest, National Association in its Individual capacity .to perform any of its covenants) contained in this Agreement or any Lease, or (c) in the case of the failure to use ordinary care on the part of Owner Trustee or Wells Fargo Bank Northwest, National Association in its individual capacity in the disbursement of funds. The indemnities contained in this Article 6 extend to Wells Fargo Bank Northwest, National Association only in its individual capacity and shall not be construed as indemnities of the Trust Estate. The Indemnities contained in this Article 6 shall survive the termination of this Agreement. In addition, and to secure the foregoing indemnities, Owner Trustee shall have a lien on the Trust Estate, which shall be prior to any interest therein of Truster.

ARTICLE 7

TERMINATION

Section 7.01 Termination Date. The Trust shall terminate without any notice or other action of Owner Trustee upon the earlier of (a) such date as may be provided by agreement between Trustor and Owner Trustee and the sale or other final disposition by the Owner Trustee of all property constituting the Trust Estate or (b) twenty one years less one day after the earliest execution of this Trust Agreement by any party hereto.

Section 7.02 Distribution of Trust Estate Upon Termination. Upon any termination of the Trust pursuant to the provisions of Section 7.01 hereof, Owner Trustee shall convey the Trust Estate to Truster or its nominee.

ARTICLE 8

MISCELLANEOUS

Section 8.01 Nature of Title of Truster. Truster shall not have legal title to any part of the Trust Estate. No transfer, by operation of law or otherwise, of the righ~ title and interest of Trustor in and to the Trust Estate or the trusts hereunder, in accordance with the terms hereof. shall operate to terminate this Agreement or the

11

trusts hereunder or entitle any successor or transferee of Trustor to an accounting or to the transfer of it of legal title to any part of the Trust Estate.

Section 8.02 Power of Owner Trustee to Conve'y'.. Any assignment. sale, transfer or other conveyance by Owner Trustee of the interest of Owner Trustee in the Aircraft or any part thereof made pursuant to the terms of this Agreement or -any Lease shall bind Truster and shall be effective to transfer or convey all right, title and interest of Owner Trustee and Truster in and to the Aircraft or such part thereof. No permitted purchaser or other permitted grantee shall be required to inquire as to the authorization, necessity. expediency or regularity of such assignment, sale, transfer or conveyance or as to the application of any sale or other proceeds with respect thereto by Owner Trustee.

Section 8.03 Trust Agreement for Benefit of Certain Parties Only. Nothing herein, whether expressed -or implied, shall be construed to give any person other than Owner Trustee and Truster any legal or equitable right, remedy or claim under or in respect of this Agreement; but this Agreement shall be held to be for the sole and exclusive benefit of Owner Trustee and Truster.

Section 8.04 Notices. Unless otherwise expressly provided herein, all notices, instructions, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, or sent by facsimile transmission, with a confirming copy sent by air mail, postage prepaid. and the date of personal delivery or facsimile transmission or 7 business days after the date of mailing (other than in the case of the mailing of a confirming copy of a facsimile transmission), as the case may be, shall be the date of such notrce, In each case addressed:

(i) if to the OMle!" Trustee, to

Wells Fargo Bank Northwest, National Association 299 South Main Street, 5~ Floor MAC: U 1228~05 i Salt Lake City, Utah, 84111 Attention: Corporate Trust SeNices Fax: +1 801 246-7142 Email: ctsleasegroup@wellsfargo.com

if to the Trustor. to

Ample United Limited Suite 3008, Central Plaza, Harbour Road, Wanchai Hong Kong Fax:+ 852 2511 8229 Email: Manna.choy@huabao.com.hk

jchan@parinama.hk

Section 8.05 Co-Trustee and Se12arate Trustees. If at any time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Truster or Owner Trustee, or Owner Trustee shall have been directed to do so by Truster, Owner Trustee and Trustor shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any and all of which shall be a Citizen of the United States) approved by Owner Trustee and Truster, either to act as co-trustee jointly with Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as "additional trustee"). In the event Truster shall not have joined in the execution of such agreements supplemental hereto within 1 O days after the receipt of a written request from Owner Trustee so to do, or in case an event of default, as defined in any Lease. shall have occurred and be continuing. Owner Trustee may act under the foregoing provisions of this Section 8.05 • without the concurrence of Trustor: and Trustor hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.05 in either of such contingencies.

Every additional trustee hereunder shall, to the extent permitted by law. be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions:

(a) all powers. duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of moneys, the Aircraft or documents authorized to be delivered hereunder or under any Lease shall be exercised solely by Owner Trustee;

(b) all other rights. powers, duties and oblgations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee (U.S. citizen) jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, In which event such rights. powers, duties and obligations shall be exercised and performed by such additional trustee;

(c) no power given to, or which it is provided hereby, may be exercised by any such additional trustee hereunder. except jointly with, or with the consent in writing of, Owner Trustee;

(d) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;

(e) Trustor, at any time. by an instrument in writing may remove any such additional trustee. In the event that Trustor shall not have executed any such instrument within 1 O days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without

13

the concurrence of Trustor; and Trustor hereby appoints Owner Trustee its agent and attorney-in-fact for it in such connection in such contingency; and

(f) no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, this Agreement or any Lease.

Section 8.06 Situs of Trust; Applicable law. The Trust has been accepted by Owner Trustee <1nd will be administered in the State of Utah. The validity, construction and enforcement of this Agreement shall be governed by the laws of the State of Utah without giving effect to principles of conflict of law. If any provision of this Agreement shall be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective, provided that such remaining provisions do not increase the o~ligations or liabilities of OVVner Trustee.

Section 8.07 Amendment. This Agreement may not be amended, modified, supplemented, or otherwise altered except by an instrument in writing signed by the parties thereto.

Section 8.08 Successors and Assigns. In accordance with the terms hereof, this Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and permitted assigns. including any successive holder of all or any part of Truster's interest in the Trust Estate.

Section 8.09 Headings. The headings of the Articles and Sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 8. 10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument.

ARTICLE 9

CERTAIN LIMITATIONS

Section 9.01 limitations on Control. Exceptions.

(a) Limitation on Control. Notwithstanding any other prov1s1on of this Agreement, but subject to paragraph (b) of this Section 9.01, the Truster will have no rights or powers to direct, influence or control the Owner Trustee in the performance of the Owner Trustee's duties under this Agreement, including matters involving the ownership and operation of the Aircraft. The Owner Trustee shall exercise its duties under this Agreement in connection with matters involving the ownership and operation of the Aircraft. as the Owner Trustee, in its discretion, shall deem necessary to protect the interests of the United States. notwithstanding any countervailing interest of any

14

foreign power which, or whose citizens, may have a direct or indirect interest in the Trustor and any such action by the Owner Trustee shall not be considered malfeasance or in breach of any obligation which the Owner Trustee might otherwise have to the Trustor; provided. however. that subject to the foregoing limitations, the Owner Trustee shall exercise this discretion in all matters arising under the Agreement, including the ownership and operation of the Aircraft with due regard for the interests of the Truster. In exercising any of its rights and duties under this Agreement in connection with matters which may arise not relating to the ownership and operation of the Aircraft, the Owner Trustee shall be permitted to seek the advice of the Truster before taking, or refraining from taking, any action with respect thereto. To the extent that the Owner Trustee takes any action or inaction in accordance with any written instruction and/or advice of the Truster given or in exercising its discretion under this Article 9. such action or inaction shall not be deemed to be gross negligence or willful misconduct. The Owner Trustee shall notify the Truster of its exercise of rights and dutie~ under this Agreement in connection with matters involving the ownership and operation of the Aircraft.

(b) Certain Exceptions. Subject to the requirements of the preceding paragraph (a), the Owner Trustee agrees that it will not, without the prior written consent of the Truster, sell, mortgage, pledge or otherwise dispose of the Airaat cr d:ta a:;sa:s held in tha Trust Esta:e relct:irg ti eeto cr a red aiy Lea3e cr d:her c:b:uTert (d:her th:n a c:lc:a...rrErt OJel' Wich tha OJ\.n:r Tn.stee has 1he a::sdlie an o::rrpete ds:raicn est.a:iish:d u-d::!r s:.dicn 9.01(~ Urrttaicn en O:rtrd d ttis Pgea 1 a t) a gve aiym a::s mt:hera.rda-e<x:EP' as dt'eWseeq:ressty p-o.Jidsdfcr herein

(c) Purpose. The purpose of this Section 9.01 is to assure that (i) the Aircraft shall be controlled with respect to such matters as are described in Section 9.01(a) of this Agreement by a Citizen of the United States and (ii) the Truster shall have no power to Influence or control the exercise of the Owner Trustee's authority with respect to such matters and (iii) Owner Trustee shall be able to give the affidavit required by Section 47. 7 (c) (2) (iii) of the Federal Aviation Regulations. Section 9.01 shall be construed In furtherance of the foregoing purpose.

Section 9.02 General. Notwithstanding anything to the contrary in this Agreement .. the Owner Trustee and the Trustor hereby agree as follows:

If persons who are neither U.S. citizens or resident aliens have the power to direct or remove the Owner Trustee, either directly or indirectly through the control of another person, those persons together shall not have more than twenty five (25%) percent of the aggregate power to direct or remove the Owner Trustee.

Section 9.03 Prlority. In creating and accepting the Trust. Truster and Owner Trustee each acknowledges that in case of conflict, the limitations in Article 9 of this Agreement are paramount and superior to any other terms and conditions in this Agreement; or in any other document or documents including without limitation, under a Lease or an Operating Agreement to which Truster and Owner Trustee are a party in respect of the Trust. It is understood and agreed by the parties hereto that nothing in this Agreement shall relieve any of the Truster. the Owner Trustee or any other Person

15

of any obligation to comply with any law rule or regulation of any governmental authority with respect to the ownership and operaticncftteAircraft.

(The remainder of this page left blank intentionally)

16

IN WITNESS WHEREOF, Owner Trustee and Truster have caused this Agreement to be duly executed all as of the date first above written.

TRUSTOR: Ample United Limited ~ •l /

l ::c "-.. ,, ... -

By: CHU Lam ;Yiu

Title: Director

-OWNER TRUSTEE: Wells Fargo Bank Northwest. National Association

By:

Title: Assistant Vice Presiden1

lane Molen

1#Corpcrate Aircraft 2013 Trust Agreemenl form

17

Supplemental Agreement Regarding Anti-Money Laundering, Export and OFAC Controls

This Supplemental Agreement Regarding Anti-Money Laundering, Export and OFAC Controls ("Supplement") is entered into as of this J3. day of 0: tOev- by and between Ample United Limited (Trustor") and Wells Fargo Bank Northwest, National Association, a national banking association ("Owner Trustee'l This Supplement amends that certain Trust Agreement ("Agreemenf') dated CO-o'oU" \~ 1 2'01'? by and between Trustor and Owner Trustee. In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustor and Owner Trustee hereby agree as follows:

1. Covenant to Comply with Export Restrictions and AML laws. The Trustor hereby acknowledges that the Aircraft (as defined in the Agreement) and certain components of the Aircraft are subject to restrictions involving the export and re-export of the same pursuant to the laws and regulations of the United States, including the Export Administration Regulations, 15 C.F.R. Parts 730-774, and the Office of Foreign Assets Control (OFAC) Economic Sanctions Regulations, 31 C.F.R. Parts 500 et seq. (collectively, the "Export Restrictions"), and that such Export Restrictions apply to the Aircraft even after the Aircraft has been physically removed or transferred from the United States. The Trustor also acknowledges that the Owner Trustee, as a U.S. regulated financial institution, is subject to provisions of the Bank Secrecy Act (BSA) and USA PATRIOT Act (collectively and together with regulations promulgated thereunder, the "BSA Statutes"). The BSA Statutes require that the Owner Trustee develop, implement, maintain and administer adequate programs to effectuate compliance therewith. The Export Restrictions and BSA Statutes impose certain sanctions for violations thereof including, among other things, violations involving the unauthorized export or re-export Qf controlled technology (including aircraft and certain aircraft components) and violations of laws and regulations prohibiting money laundering and the financing of terrorist activities (collectively, the "AML Laws''). The Truster agrees that it shall strictly comply with Export Restrictions and AML Laws applicable to the acquisition, possession. operation, use, maintenance, leasing, subleasing, or other transfer or disposition of the Aircraft and its components. Without limiting the generality of the foregoing obligations, Truster shall not export, reexport, transfer or divert the Aircraft and its components to or make the Aircraft available for use within or by: (i) any country that is subject to a United States Government export embargo; (ii) any country that has been designated by the United States Government as a ''terrorist supporting" country; (fii) any person or entity that is located within, is organized under the laws of, or maintains its principal place of business within. any such embargoed or "terrorist supporting" country; (iv) any person or entity included on any United States Government list of prohibited or restricted parties; or (v) any country or person otherwise in violation of the Export Restrictions and AML Laws. Information on the United States export controls, including the United States Government's lists of prohibited and restricted parties, may be found at the following web addresses:

18

lrnp:1 ;11 w1v .bh.doc.gov, c1i mpl ia11cca11denforcemc11tfliststocheck .hun and http:t1\\ ww .tn.:a:;.govofTice;;f,!n forcerncnt/ofoc/sdn. as the same may be updated. supplemented or replaced from time to time or (v) otherwise in violation of the Export Restrictions and/or Relevant Statutes.

2. Direct or Indirect Transfers of Aircraft

2.1 Notice and Identifying Information. In order to enable the Owner Trustee to comply with the BSA Statutes, Export Restrictions and AML Laws, the Owner Trustee is hereby authorized to screen any proposed transferee of the Aircraft or any restricted component of the Aircraft, including its beneficial owners. Trustor also agrees that it shall not permit any Transfer (as defined below) without Owner Trustee's prior written approval, which approval shall not be unreasonably withheld or delayed. Trustor shall give Owner Trustee at least ten (10) days prior written notice· of any proposed transfer of the Aircraft or any restricted component of the Aircraft or of any property interest therein (whether tangible, intangible, present, future or contingent), including, by way of example. and not limitation, an assignment of the Agreement, any transfer of the beneficial interest of the Truster in and to the Trust created by the Agreement or the Trust Estate (as defined therein), any subsequent lease or sublease of the Aircraft, a transfer of any ownership interests in the Truster, or of any ownership interests in any beneficial owners of the Trustor Uointly and severally, a "Transfer"), along with sufficient identifying information on the proposed transferee and on any beneficial owners of the transferee (including, without limitation. legal name, current physical address, country of citizenship, date of birth or date of formation, and a unique government·issued identifying number, such as an unexpired passport or Visa number for an individual, or a taxpayer identification number for a legal entity.) Upon request of the Owner Trustee. the Truster shall provide reasonable assistance to the Owner Trustee in furtherance of compliance with the Export Restrictions, BSA Statutes, AML Laws and Owner Trustee's policies and procedures regarding the same.

2.2 Supplement from Transferee. Any proposed transferee shall execute and deliver to Owner Trustee an agreement in substantially the form and substance of this Supplement satisfactory to the Owner Trustee,

2.3 Owner Trustee's Actions. For purposes of this Supplement. Owner Trustee's approval of the proposed Transfer shall not .be deemed to have been unreasonably withheld or delayed if within ten (10) days after Owner Trustee has received the written notice and complete identifying information required by Section 2. 1 above Owner Trustee has determined, in Its sole discretion, that the Transfer will or may reasonably be expected to either: (i) put Owner Trustee at risk of violating any laws or regulations applicable to Owner Trustee including, without limitation. the Export Restrictions, BSA Statutes or AML Laws; or (ii) increase Owner Trustee's monitoring and due diligence obligations with respect to the proposed transferee. If Owner Trustee determines in its sole discretion that a proposed Transfer pursuant to this Section 2 will not result in either of the circumstances described in (i) or (ii) above, Owner Trustee shall execute and deliver the documents required to complete the Transfer. and shall

I 9

register the Transfer with the FAA, to the extent required by FAA regulations and as directed by the Trustor.

2.4 Owner Trustee's Determination. If Owner Trustee has determined in its sole discretion that a proposed Transfer pursuant to this Section 2 may result in either of the circumstances described in 2.30) or (ii) above, or in the event any proposed transferee has failed to execute and deliver to Owner Trustee the agreement described in Section 2.2 above, then any such Transfer or purported Transfer shall be null and void and of no legal force or effect and the Owner Trustee shall not be required to approve, effect, acknowledge, or facilitate the Transfer under the Agreement.

3. Default Remedies

3.1 Cumulative Remedies. If Trustor should default in the performance of or compliance with any obligation, agreement or other provision contained in this Supplement, Owner Trustee may. in its sole discretion, exercise any one or more of the following remedies: (i) immediately resign as Owner Trustee and Owner Trustee will issue a bill of sale to the Aircraft back to the Truster if not prohibited by law; or (ii) pursue any other remedy available to Owner Trustee under the Agreement, in law or at equity, including, without limitation, the remedies of injunction, declaratory judgment and specific performance. The remedies in this Section 3.1 are in addition to, and not in place of, the remedy in Section 2.4 above.

3.2 No Waiver. No failure or delay on the part of Owner Trustee to exercise any right hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof, or the exercise of any other right.

4. Indemnification of Owner Trustee. Trustor and its successors and assigns shall indemnify, defend and hold harmless Owner Trustee, in its individual capacity and In its capacity as Owner Trustee, its affiliates and their respective officers, directors, employees, and agents, from and against all demands, claims, damages, fines, penalties, liability, loss, cost or expense (including, without limitation, attorneys' fees and costs) directly or indirectly arising from, or in any manner related to, Trustor's breach of any obligation, agreement or other provision contained in this Supplement. The indemnification of the Owner Trustee provided for in this Section 4 shall survive the termination of the Agreement or this Supplement or the resignation or removal of the Owner Trustee.

5. General Provisions.

5.1 Successors and Assigns. This Supplement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Truster may not assign or

20

transfer its interests or rights hereunder without Owner Trustee's prior written consent pursuant to Section 2 above.

5.2 l,..J3-gal Construction. The section headings are inserted only as a matter of convenience and for reference. and are not and shall not be deemed to be a part hereof. Time is of the essence of each and every provision of this Supplement. This Supplement may be executed in any number of counterparts. each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement.

5.3 Am~JJdmel'JJ2. This Supplement may be amended or modified only in writing signed by all parties.

6. Controlling_pr9visions. In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Supplement and the terms and conditions of the Agreement (including any future amendments to the Agreement), the terms and conditions of this Supplement shall control.

In witness whereof. this Supplement shall be deemed to have been duly executed as of the date first set forth above.

TRUSTOR: Ample United Limited

\ f\ I

\ \ i.( {I \"·1'' ' By: /' · I \ '/ ~I Name: Ctl:i.U, Lam Yi~ ' \ Title: Director ·

OWNER TRUSTEE: Wells Fargo Bank Northwest. National Association

By: Name: Title: Assistant Vice President

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AFFIDAVIT OF CITIZENSHIP

STATE OF UTAH

COUNTY OF SALT LAKE

) ) ss: )

ORIGINAL DOCUMENT FILED AT THE F.A.A. BY ~ef"

1.A.T .S. ..i.: ;(~ ·

DATE: \Oll~l\\flME: '1 c.,Q

The undersigned, Lane Molen, having first been duly swom, deposes and says:

1. I am a duly elected and qualified officer of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association (the "Bank");

. 2. The Bank is the Owner Trustee ("Owner Trustee") under the Trust Agreement dated as of ~-n;bL....- \?2 , 2015 (the "Trust Agreement"), between the Bank and Ample United Limite~ a limited liability corporation organized and existing under the laws of Cayman Island, as truster (the ·"Trustor");

3. Owner Trustee is an applicant for registration under Title 49 of the United States Code (the "Code"), of one (1) Bombardiefmodel BD-700-1A10 (Global Express) aircraft with manufacturer's serial number 9071 and United States registration number N888ZJ{the "Aircraft"); ~:le\l•

4. There are no persons whose security interest in the Aircraft is incorporated in the trust within the meaning of Section 47.7 of Part 47 of Title 14 of the Code of Federal Regulations;

5. The Owner Trustee is a "Citizen of the United States," as defined in Section 40102(a){15) of the Code;

6. No operating agreements, side agreements or other executed written instruments exist between the Owner Trustee and the Trustor, which are not being filed with the FAA.

7. The Trustor is not currently a "Citizen of the United States" as defined in Section 40102{a)(15) of the Code; and

8. The sole beneficiary of the trust created pursuant to the Trust Agreement is the Truster and the Owner Trustee is not aware of any reason, situation or relationship involving the Truster or other persons who are not "Citizens of the United States" as defined in Section 40102(a){15) of the Code or resident aliens as a result of which these persons would have more than twenty-five percent (25%) of the aggregate power to influence or limit the exercise of Owner Trustee's authority under the Trust Agreement.

Subscribed and Sworn to before

0~ Stow:· .. 20~ ~~Public

By: ( ~ /l)-Name:~ole~ v Title: Assistant Vice President

® PAIVA CHETTIER HOTARY PUBUC·ITA1E OF UTAH Mv comm. Exp. 07/31/2017 Comm~# 669111

OS 53113

U.S. Department of Transportation

Federal Aviation Administration

Mike Monroney Aeronoutical Center Aeronautical Center Counsel (AMC· 7) P.O. Box 25082, HQ Rm 251 Oklahoma City, OK 73125

Mike Monronoy Aeronautical Center Aeronautical Center Counsel (AMC-7) r 6500 S. MacArthur Blvd., HQ Rm 251 c. Oklahoma City, OK 73169 4,.;

oo "=-n

kprice@insuredaircraji.com

October 8, 2015

Kellie Price Escrow Assistant Insured Aircraft Title Services, Inc. P.O. Box 19527 Oklahoma City, OK 73144

Dear Ms. Price;

(405) 954·3296/(405) 954-4676(fax) l\J ,.....,

,_>- rn\J zm !l.rJ <( LJ.j ~ . ~ :J~ -{)l!L .t Owct.'!~ a J:.1- rfl _Jl-<('Q <{1-....;-2<{ .. aa ~ -w '<(' n::-1 o Ou:

N888ZJ (Import sin 9071) (the "Aircraft")

As requested in your correspondence dated October 7, 2015, this office has reviewed drafts of the following documents submitted to support Aircraft registration in the name of tl1e Owner Trustee pursuant to 14 C.F.R. §.47.7(c):

a. Trust Agreement between Ample United Limited, as Trustor (organized under the laws of Cayman Island), and Wells Fargo Bank Northwest, National Association, as Owner Trustee;

b. Owner Trustee Affidavit of Citizenship submitted pursuant to § 47. 7(c)(2)(ili) of the Federal Aviation Regulations (the FARs); and

c. Lease Agreement between Wells Fargo Bank Northwest, Lessor, and Zetta Jet Pte Ltd., as Lessee.

Based upon our review of the above described instruments, you request our opinion on the following matters:

1. " The eligibility of the Aircraft for registration under 49 U.S.C. 44102 in the name of the Owner Trustee upon the filing with the FAA of the above described instruments together with appropriate title documentation and an AC Form 8050-1 Aircraft Registration Application by !he Owner Trustee, covering the Aircraft;

2. The form of the Owner Trustee Affidavit satisfies the requirements of§ 47.7(c)(2)(iii) of the FARs; and

3. The Lease Agreement is a "true lease," thereby requiring registration in the name of the Lessor.

In your letter, you request our opinion that the Aircraft is eligible for "US Registration in name of Wells Fargo Bank Northwest, National Association, as OWNER TRUSTEE."

2

It appears that legal title to the Aircraft is, or will be held by the Lessor, the applicant for registrntion, subject to the terms and conditions of the Lease Agreement. The Owner Trustee represents that, while it is a citizen of the United States, the Trustor is not.

As reflected in the Trust Agreement, Ample United Limited, as TRUSTOR, empowers, Wells Fargo Bank Northwest, National Association, as OWNER TRUSTEE, to hold title to the civil aircraft in trust for the benefit of the Trustor and to make application for registration. (Reference §§ 2.0 I, 2.02, and 4.0 I (b)). In addition, the Trust Agreement provides that the OWNER TRUSTEE shall be free of control by the TRUSTOR and that the OWNER TRUSTEE may be removed, but only for specific cause. (Reference § 3.02) We note there is a provision for a Successor Owner Trustee at § 3.04.

lt is also noted that §§ 4.0 t(e) and (f) reflect the information expectations of Section B. of the FAA Policy Clarification effective September 16, 2013. The parties have agreed to have the laws of the State of Utah control with respect to the validity, construction, and enforcement of the Trust Agreement. (Reference § 8.06)

The draft Lease Agreement, with Wells Fargo Bank Northwest, National Association, as Lessor, and Zetta Jet Pte Ltd., as Lessee, is for a rental term of 60 months. (Reference ~ 2 of the Lease Agreement) There are no purchase options within the Lease. The Lessee is responsible for: payment of a Security Deposit ('\l 3(b)); monthly rental payments (~ 3(c)); operating and maintenance costs ('\l 3(d) and (e)); and insuring the Aircraft(~ 7(a)). The lease is considered a "Dry Lease", which means the Lessee has exclusive operational control <if 8(b) and (a), respectively). However, the Lessee may not sublea'le the Aircraft ('\l 18), and at closing, transfer of legal title will be to the Lessor and registration of the Aircraft will be in the name of the Lessor. (Reference Exhibit A, 'll 1 (b) and (c) of the Lease Agreement)

The Lease Agreement, in which the Owner Trustee, as Lessor, grants an exclusive license to possess, use and operate the Aircraft, to the Lessee, as Trustor, has been reviewed and determined not to adversely affect a relationship under the Trust Agreement. (See, generally, the Lease Agreement)

Your numbered paragraphs 1., 2., and 3 are answered in the affirmative. Your submission of the completed documents will support registration in the name of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Owner Trustee, consistent with the 2013 Notice of Policy Clarification involving non-U.S. citizens as Trustor, provided there is suitable evidence of ownership.

Sincerely,

A. Lester Haizlip Aeronautical Center Counsel

By: LADONNA F DOUGLAS

LaDonna F. Douglas Senior Attorney

Olgltally signed l>y LADONNA F DOUGLAS Dat-0: 2015.10.0614:43:50 ·05'00'

Cas 2:17-bk-21386-SK Doc 116 Filed 09/29/17 Entered 09/29/17 15:45:35 Desc

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RON BENDER (SBN 143364) JULIET Y. OH (SBN 211414) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. I 0250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: RB@LNBYB.COM; JYO@LNBYB.COM; JPF@LNBYB.COM

Proposed Attorneys for Chapter 11 Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA - LOS ANGELES DIVISION

In re:

ZETTA JET USA, INC., a California corporation,

Lead Case No.: 2:17-bk-21386-SK

Jointly Administered With: 2:17-bk-21387-SK (Zetta Jet PTE, Ltd., a Singaporean corporation)

16 Debtor and Debtor in Possession.

17 Inre:

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ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor and Debtor in Possession.

18:1 Affects Both Debtors

23 D Affects Zetta Jet USA, Inc., a California corporation only

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D Affects Zetta Jet PTE, Ltd., a Singaporean corporation only

Chapter 11 Cases

STIPULATION BETWEEN DEBTORS AND AMPLE UNITED LIMITED RESOLVING DISPUTES BETWEEN THE PARTIES REGARDING PERFORMANCE DUE UNDER AIRCRAFT LEASE AGREEMENT AND BLOCK HOUR PROGRAM AGREEMENT

[No Hearing Required]

Cas 2:17-bk-21386-SK Doc 116 Filed 09/29/17 Entered 09/29/17 15:45:35 Desc Main Document Page 2 of 7

1 TO THE HONORABLE SANDRA R. KLEIN, UNITED STATES BANKRUPTCY

2 JUDGE:

3 This stipulation (the "Stipulation") is hereby entered into by and between Zetta Jet USA,

4 Inc., a California corporation ("Zetta Jet USA"), and Zetta Jet PTE, Ltd., a Singaporean corporation

5 ("Zetta Jet PTE," and together with Zetta Jet USA, the "Debtors"), the debtors and debtors in

6 possession in the above-captioned jointly administered Chapter 11 bankruptcy cases, on the one

7 hand, and the Ample United Limited (the "Ample United"), on the other hand, by and through their

8 respective counsel of record, as follows:

9 RECITALS

10 A. On September 15, 2017 (the "Petition Date"), each of the Debtors filed a Voluntary

11 Petition for relief under Chapter 11 of 11 U.S.C § 101 et seq. (the "Bankruptcy Code"). Since the

12 Petition Date, the Debtors have operated their businesses, managed their financial affairs and

13 administered their bankruptcy estates as debtors in possession pursuant to Sections 1107 and 1108

14 of the Bankruptcy Code.

15 B. On September 22, 2017, the Court entered orders jointly administering the Debtors'

16 bankruptcy cases.

17 c. The Debtors are a global leader in private flight operations for international business

18 and luxury travel. The Debtors service routes domestically across the United States and globally to

19 Europe, Asia, Australia, Africa, the Middle East, and North and South America, with ultra-long

20 range intercontinental capabilities across the Pacific Rim.

21 D. Ample United has requested that the Debtors provide Ample United with post-

22 petition service for flights departing from Shanghai on September 30, 2017 (06:40 Shanghai time)

23 and returning to Shanghai on or about October 8, 2017, with intervening stops in New York,

24 Rochester, Minnesota, Manchester, England, and London, England (the "Post-Petition Flight

25 Services").

26 E. Ample United and the Debtors are parties to an aircraft lease agreement ("Lease

27 Agreement") and a block hour program agreement ("Block Hour Agreement"), each of which

28 agreements requires certain performance by each of the parties.

2

Cas 2:17-bk-21386-SK Doc 116 Filed 09/29/17 Entered 09/29/17 15:45:35 Desc Main Document Page 3 of 7

1 F. The Debtors contend that Ample United owes certain amounts to the Debtors under

2 the Block Hour Agreement, which contention Ample United disputes; Zetta Jet PTE and Ample

3 United agree that Zetta Jet PTE owes certain amounts to Ample United under the Lease Agreement.

4 The Debtors have requested that Ample United make an interim payment to the Debtors to provide

5 cash flow to the Debtors which, in turn, will facilitate the continued operation of the Debtors'

6 business.

7 G. Due to the filing of the Debtors' bankruptcy cases and the Debtors' current financial

8 circumstances, Ample United is faced with significant uncertainty about the ability of the Debtors

9 to perform their obligations under the Lease Agreement and the Block Hour Agreement in the

10 future on an ongoing basis.

11 H. The Debtors and Ample United have engaged in discussions in an effort to resolve

12 their disputes, which discussions have been fruitful and have resulted in an interim resolution in

13 accordance with the terms and conditions set forth in this Stipulation.

14 STIPULATION

15 NOW THEREFORE, subject to the approval of the Court, the Debtors and Ample United

16 hereby agree and stipulate as follows:

17 1. Except as set forth below, the Debtors and Ample United agree to temporarily

18 suspend further payments under the Lease Agreement and Block Hour Agreement until such

19 agreements are assumed or rejected in the Debtors' bankruptcy cases.

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2.

3.

The Debtors agree to provide the Post-Petition Flight Services to Ample United.

On or before Friday, September 29, 2017 (Pacific time), Ample United shall wire

22 transfer the sum of $500,000 USD to the Debtors' debtor-in-possession bank account maintained at

23 East West Bank.

24 4. Subject to the approval of the Court, and to the extent the Debtors are continuing to

25 operate the Debtors' business in the ordinary course, the Debtors agree to honor Ample United's

26 requests for post-petition flight services during the period from October 9, 2017 through December

27 31, 2017 without requiring further payment by Ample United.

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3

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1 5. In the event that the Debtors assume the Block Hour Agreement, the Debtors agree

2 that no further payments will be owed by Ample United under the terms of the Block Hour

3 Agreement for the period from October I, 2017 through and including December 31, 2017 (i.e., the

4 Fifth (5th) Quarter of the Block Hour Agreement).

5 6. In the event that the Debtors assume the Lease Agreement, Ample United agrees that

6 no aircraft rent payments will be owed by the Debtors under the terms of the Lease Agreement

7 through and including November 30, 2017 (including any amounts alleged to be owed by the

8 Debtor for the period prior to the Petition Date). Until such time as the Lease Agreement is rejected

9 by the Debtors (if at all), the Debtors shall continue to perform its obligations under the Lease

10 Agreement, other than the payment of aircraft rent payments through November 30, 2017 as

11 provided in this Section 6.

12 7. The Debtors shall cooperate with Ample United to enable Ample United to cause an

13 inspection of the Debtors' aircraft and the Debtors' records.

14 8. The Debtors and Ample United shall cooperate to seek Court approval of this

15 Stipulation and the terms and conditions thereof.

16 9. This Stipulation shall be deemed effective as of the date of execution of this

17 Stipulation (i.e., September 28, 2017) upon the entry of an order of the Court approving the

18 Stipulation, and the terms hereunder shall be binding upon all affected parties, including, but not

19 limited to, any subsequent Chapter 11 or Chapter 7 trustee. If the Court does not approve this

20 Stipulation, then all parties to this Stipulation shall retain all rights, claims and/or defenses that they

21 may have against each other.

22 10. This Court shall retain exclusive jurisdiction over the subject matter of this

23 Stipulation in order to resolve any dispute in connection with the rights and duties specified

24 hereunder.

25 Ill

26 Ill

27 Ill

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1 11. This Stipulation may be executed in any number of counterparts, any and all of

2 which shall be deemed to be original.

3 Dated: September 28, 2017

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12 Dated: September 28, 2017

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ZETTA JET USA, INC. and ZETTA JET PTE, LTD.

By:

5

RON BENDER JULIETY. OH JOHN-PATRICK M. FRITZ LEVENE, NEALE, BENDER, YOO

& BRILL L.L.P. Proposed Attorneys for Debtors and Debtors in Possession

WILLIAM W. HUCKINS MICHAEL S. GREGER ALLEN MATKINS LECK GAMBLE

MALLORY & NATSIS LLP Attorneys for Ample United Limited

Case 2:17-bk-21386-SK Doc 116 Filed 09/29/17 Entered 09/29/17 15:45:35 Desc Main Document Page 6 of 7

1 PROOF OF SERVICE OF DOCUMENT

2 I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067

3 A true and correct copy of the foregoing document entitled: STIPULATION BETWEEN DEBTORS AND

4 AMPLE UNITED LIMITED RESOLVING DISPUTES BETWEEN THE PARTIES REGARDING PERFORMANCE DUE UNDER AIRCRAFT LEASE AGREEMENT AND BLOCK HOUR PROGRAM

5 AGREEMENT will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

6 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to

7 controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On September 29, 2017, I checked the CM/ECF docket for this bankruptcy

8 case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

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• Ron Bender rb@lnbyb.com • Stephen F Biegenzahn efile@sfblaw.com • Michael D Breslauer mbreslauer@swsslaw.com, wyones@swsslaw.com • Dawn M Coulson dcoulson@eppscoulson.com, cmadero@eppscoulson.com • Lisa Hill Fenning Lisa.Fenning@apks.com, Jean.Kellett@apks.com • John-Patrick M Fritz jpf@lnbyb.com, JPF.LNBYB@ecf.inforuptcy.com • Eric D Goldberg eric.goldberg@dlapiper.com, toyia.ellis@dlapiper.com;eric-goldberg-

1103@ecf.pacerpro.com • Michael S Greger mgreger@allenmatkins.com • William W Huckins whuckins@allenmatkins.com, clynch@allenmatkins.com • Jeanne M Jorgensen jjorgensen@pj-law.com, cpage@pj-law.com • Dare Law dare.law@usdoj.gov • Michael B Lubic michael.lubic@klgates.com, jonathan.randolph@klgates.com • Thor D McLaughlin tmclaughlin@allenmatkins.com, igold@allenmatkins.com • John A Moe john.moe@dentons.com,

glenda.spratt@dentons.com,laurie.soledad@dentons.com,jennifer.wall@dentons.com,an dy.jinnah@dentons.com

• Alan· I Nahmias anahmias@mbnlawyers.com, jdale@mbnlawyers.com • Juliet Y Oh jyo@lnbrb.com, jyo@lnbrb.com • R Gibson Pagter gibson@ppilawyers.com,

ecf@ppilawyers.com;r51779@notify.bestcase.com • Mary H Rose mrose@buchalter.com, salarcon@buchalter.com • United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov • Matthew S Walker matthew.walker@pillsburylaw.com, candy.kleiner@pillsburylaw.com

2. SERVED BY UNITED STATES MAIL: On September 29, 2017, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a 23 true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid,

24 and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

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D Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF .SERVICE

Case 2:17-bk-21386-SK Doc 116 Filed 09/29/17 Entered 09/29/17 15:45:35 Desc Main Document Page 7 of 7

1 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL. FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR,

2 on September 29, 2017, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission

3 and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

4 Served via Attorney Service

5 The Honorable Sandra R. Klein United States Bankruptcy Court

6 Edward R. Roybal Federal Building and Courthouse 255 E. Temple Street, Suite 1582 I Courtroom 1575

7 Los Angeles, CA 90012

8 I declare under penalty of perjury under the laws of the United States of America that the foregoing is

9 true and correct. ·

10 September 29, 2017 Date

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Stephanie Reichert Type Name

Isl Stephanie Reichert Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE

,_=.....,,,·-~,

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RON BENDER (SBN 143364) JULIET Y. OH (SBN 211414) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: RB@LNBYB.COM; JYO@LNBYB.COM; JPF@LNBYB.co

Proposed Attorneys for Chapter 11 Debtors and Debtors in Possession

FILED & ENTERED

OCT 02 2017

CLERK U.S. BANKRUPTCY COURT Central District of California BY may DEPUTY CLERK

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA - LOS ANGELES DIVISION

In re:

ZETTA JET USA, INC., a California corporation,

Lead Case No.: 2: l 7-bk-21386-SK

Jointly Administered With: 2:17-bk-21387-SK (Zetta Jet PTE, Ltd., a Singaporean corporation)

16 Debtor and Debtor in Possession.

17 In re:

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ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor and Debtor in Possession.

~ Affects Both Debtors

23 D Affects Zetta Jet USA, Inc., a California corporation only

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D Affects Zetta Jet PTE, Ltd., a Singaporean corporation only

Chapter 11 Cases

ORDER APPROVING STIPULATION BETWEEN DEBTORS AND AMPLE UNITED LIMITED RESOLVING DISPUTES BETWEEN THE PARTIES REGARDING PERFORMANCE DUE UNDER AIRCRAFT LEASE AGREEMENT AND BLOCK HOUR PROGRAM AGREEMENT

[No Hearing Required]

Cas 2:17-bk-21386-SK Doc 130 Filed 10/02/17 Entered 10/02/17 10:34:06 Desc Main Document Page 2 of 2

1 The Court, having considered that certain "Stipulation Between Debtors And Ample United

2 Limited Resolving Disputes Between The Parties Regarding Performance Due Under Aircraft

3 Lease Agreement And Block Hour Program Agreement" [Doc. No. 116] (the "Stipulation") entered

4 into by and between by and between Zetta Jet USA, Inc., a California corporation, and Zetta Jet

5 PTE, Ltd., a Singaporean corporation, the debtors and debtors in possession in the above-captioned

6 jointly administered Chapter 11 bankruptcy cases, on the one hand, and the Ample United Limited,

7 on the other hand, and good cause appearing therefor,

8 IT IS HEREBY ORDERED that the Stipulation is approved in its entirety.

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23 Date: October 2, 2017

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~g~ anctraR:Klein

United States Bankruptcy Judge

2

Priority Claim:

Lease

o Unpaid post-petition Lease rent:

$400,000 (from September 15, 2017 – November 13, 2017 at $200,000 per month)

o Post-petition repair expenses for damage to the Aircraft resulting from the November 11, 2017 incident (see Ex. 11):

TAG Le Bourget - $89,118 (EUR 74,265 converted at 1:1.20)

Claimant has filed a claim with the insurer of the Aircraft for reimbursement of such amount, but has not received any insurance proceeds at the time of submitting this proof of claim

o Debtor's post-petition failure to enroll, fund and maintain the Aircraft's engines in a maintenance service program with Jet Support Services, Inc. ("JSSI"), as required under the Lease (see Ex. 14):

163.1 hours @$551.09 per hour per engine = $179,766

o Debtor's post-petition failure to redeliver the Aircraft to the return location, as required under the Lease, estimated at $60,000 (see Ex. 10)

o Loss of use of the Aircraft as a result of Debtors' post-petition damage to the Aircraft leaving it non-airworthy, Debtor's failure to repair the Aircraft to restore it to airworthy condition, and Debtor's failure to return the Aircraft in airworthy condition upon Lease rejection:

Estimated to be 45 days @ $200,000 per month = $300,000

o Total Lease = $1,028,884

Stipulation and Order

o Repayment/return of the $500,000 advanced to the Debtors under the Stipulation and Order as a result of the Debtors' breach.

Recap

o Lease = $1,028,884

o Stipulation and Order = $500,000

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o Total Priority Claim = $1,528,884

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Three Embarcadero Center, 12th Floor, San Francisco, CA 94111

A true and correct copy of the foregoing document entitled (specify): Request for Payment and Proof of Post- Petition Chapter 11 Claim will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) March 13, 2018 , I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Ron Bender rb@lnbyb.com Dawn M Coulson dcoulson@eppscoulson.com, cmadero@eppscoulson.com John-Patrick M Fritz jpf@lnbyb.com, JPF.LNBYB@ecf.inforuptcy.com Jeanne M Jorgensen jjorgensen@pj-law.com, cpage@pj-law.com Dare Law dare.law@usdoj.gov Juliet Y Oh jyo@lnbrb.com, jyo@lnbrb.com United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov Matthew S. Walker matthew.walker@pillsburylaw.com Alan I. Nahmias anahmias@mbnlawyers.com Mary H. Rose mrose@buchalter.com Michael D. Breslauer mbreslauer@swsslaw.com Stephen F. Biegenzahn sbiegenzahn@mbnlawyers.com David W. Meadows david@davidwmeadowslaw.com Andrew Troop andrew.troop@pillsburylaw.com Dare Law U.S. Trustee dare.law@usdoj.gov Michael L. Bernstein michael.bernstein@apks.com Charles A. Malloy charles.malloy@apks.com Lisa Hill Fenning lisa.fenning@apks.com Tiffany M. Ikeda tiffany.ikeda@apks.com Michael B. Lubic michael.lubic@klgates.com Victor A. Vilaplana vavilaplana@foley.com Jeffrey N. Pomerantz jpomerantz@pszjlaw.com Debra I. Grassgreen dgrassgreen@pszjlaw.com John W. Lucas jlucas@pszjlaw.com Paul Laurin paul.laurin@btlaw.com Michael K. McCrory mmccrory@btlaw.com Jonathan Sundheimer jsundheimer@btlaw.com Michael A. Sweet msweet@foxrothschild.com Rebecca J. Winthrop rebecca.winthrop@nortonrosefulbright.com Scott M. Ewing sewing@omnimgt.com; ecf@omnimgt.com Nolan Thomas nolan.thomas@klgates.com

Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE

2. SERVED BY UNITED STATES MAIL: On (date) , I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Service information continued on attached page

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) March 13, 2018 , I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. VIA OVERNIGHT MAIL Jonathan D. King, Chapter 7 Trustee c/o Katie Allison, Esq. DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, IL 60606-0089

Service information continued on attached page

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

March 13, 2018 Cynthia Lynch /s/ Cynthia Lynch Date Printed Name Signature