EFTA00186672.pdf

90-A'10 EFTA00186672 United States District Court SOUTHERN DISTRICT OF FLORIDA TO: JEGE INC 103 Foulk Road, Suite 202 Wilmington, DE 19803 SUBPOENA TO TESTIFY BEFORE GRAND JURY FGJ 05-02(WPB)-Fri./No. OLY-06 SUBPOENA FOR: n PERSON 0 DOCUMENTS OR OBJECTESI YOU ARE HEREBY COMMANDED to appear and testify before the Grand Jury of the United States District Court at the place, date and time specified below. PLACE: Palm Beach County Courthouse Juvenile Courts Building .205 N. Dixie Highway West Palm Beach, Florida 33401 (Temporary location for the United States District Courthouse, West Palm Beach) ROOM: Room 4-A DATE AND TIME: August 18, 2006 9:00am YOU ARE ALSO COMMANDED to bring with you the following document(s) or object(s): For the period of January 1, 2004 to the present, all flight data records, all records of incoming and outgoing flights to Palm Beach International Airport, and all passenger manifests for Boeing Aircraft N908JE, Model 727-31. All records relating to the ownership of Boeing Aircraft N908JE, Model 727-31. All records relating to the creation, incorporation, and management of JEGE Inc., including but not limited to shareholder names, names of board members, and employee names. Please coordinate your compliance of this subpoena and confirm the date and time of o a ranee with Special AgenIMMMFederal Bureau of Investigation, Telephone: Please see additional information on reverse This subpoena shall remain in effect until you are granted leave to depart by the court or by an officer acting on behalf of the court. This subpoena is issued upon application Name, Address and Phone Number of Assistant U.S. Attorney Assistant U.S. Attorney 500 So. Australian Avenue, Suite 400 West Palm Beach, FL 33401-6235 Tel: Fax EFTA00186673 LAW OFFICES LYONS AND SANDERS CHARTERED DALE R. SANDERS • BRUCE M. LYONS •• HOWARD L. GREITZER EDWARD D. BERGER 0059-I007) *ALSO ADMITTED IN Y/TOMINO "ALSO ADMITTED IN COLORADO September 6, 2006 VIA US MAIL Ms. 505 South Flagler Drive Ste. 500 West Palm Beach, Florida 33401 600 NORTHEAST 3RD AVENUE FORT LAUDERDALE. FLORIDA 33304 MAILING ADDRESS P. O. BOX 1778 FORT LAUDERDALE, FL 33302-1776 Re: JEGE, Inc. and HIPERION AIR, Inc. Dear Ms. Enclosed please find copies of various documents, originally sent by my office on September 1, 2006, pertaining to the above referenced subject. These documents are in addition to the documents previously sent by my office on August 31, 2006, regarding your request for records relating to the above referenced entities. If you have any questions regarding the above, please feel free to contact me. Very truly yours BRUCE M. LYONS,' ESQ. BML/md Enclosures So! EFTA00186674 LAW OFFICES LYONS AND SANDERS CHARTERED DALE R. SANDERS • BRUCE M. LYONS •• HOWARD L. GREITZER EDWARD D. BERGER IIDS9-1987) 'ALSO ADMITTED IN WYOMING •• ALSO ADMITTED IN COLORADO September 1, 2006 VIA US MAIL Ms. 505 South Flagler Drive Ste. 500 West Palm Beach, Florida 33401 GOO NORTHEAST 3 1• 13 AVENUE FORT LAUDERDALE. FLORIDA 33304 TELEOMON TELEFAX MAILING ADDRESS P. 0. BOX 1778 FDRT LAUDERDALE. FL 3330E-1778 Re: LIEGE, Inc. and HIPERION AIR, Inc. Dear Ms. Enclosed please find copies of various documents pertaining to the above referenced subject. These documents are in addition to the documents previously sent by my office regarding your request for records relating to the above referenced entities. If you have any questions regarding the above, please feel free to contact me. Very ruly yours, B CE M. LYON , ESQ. BML/md Enclosures EFTA00186675 FORM APPROVED 01.18 No. 2120-0)42 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION !MOW OVUM./ AtNitNISTNAlleiletlea NONPIONIEV AZIIONAIMCAL CUM. AIRCRAFT REGISTRATION APPLICATION CERT. I qTE USE LV UNITED STATES REGISTRATION NUMBER N 90908 AIRCRAFT MANUFACTURER a MODEL Gulfstream G-11598 MRCRAFT SERA. No. 151 TYPE OF PEOISTI1M1ON (Ctetk one bra) O T. IllOVIOual 0 2. Partnership Iff3..Corporsion 0 4. Co-ownet 0 6. NAME Of APPLICANT (Personfe) therm on evidence al owneralip. II Ind.Adual. 40e Hyperion Air, Inc4t, 1181% TELEPHONE NUMBER: ( uippit . name, tini 'mist) 4:4 7 c) ADDRESS 103 NWnbal Rubel Rout edlC (Permanent or rs app vent 'sled) O /444/ . Foulk Road, Suite 202 and street' jimi s4% — CRY illgt 1 Wilmington it * ZIP CODE 19803 O A false (U.S. VWE CERTIFY: (I) That ol (Fo CHECK CHECK HERE /MENTION' Read This or Shone* answer to Code. The IIL Sec. 1001). Ina IF YOU AR FX:ITING A the folio state fore signing portion U be feted. eat questa ca: ce gammas for purist ATION CHANGE OF ADDRESS this application. • -mad by Me arel/ cc imprisonment dreg corporttons) I or. th cent. who Is a citizen and„ soon alratifth the United States. weep .Net. give name ONE AS APPROPRI wow, of ogees 1.151 organzedVe olig end namely used in or Fosse 1.551) No. a. ID A rosidom ellen. b. O A nanutzen and said Nitta inspect:on Si (2) Thal the ten elek (3) Thal legal ownership NOTE: tiloclA tes TYPE OR dapihAliAilicrW business Welty the lows al (sate) the United Stain. Records or light noun wo AcHlrlstraeon. side II swellable Sr necessary. erect Ilan of arty 10l0/3n country, and or has been Med with the Federal Aviator. all applicants must sign. Use reverse SIGNATURE EACH PART OF THIS MUST trErifficiti INK 1 TITLE President DATE ME DATE °NATURE DATE NOTE Pending receipt of the Carbine* dm% dating which lime of AMNIA Registration. The aircraft may be operas., axiom.", mina:ass of BO The PINK Copy of INS application must be carried n IM &roan. AC Fenn 80501 (12/1:0) (00S2-00-629-9007) Supersedes Previous Edition EFTA00186676 FORM APPROVED 0148 No. 2120-W42 UNITED STATES OF AMF-RICA DEPARTAENT OF TRANSPORTATION ISDERAI. AytATION ADMINSTRATON.VIRE 1.101.110MET ArlideleUllCAL am» AIRCRAFT REGISTRATOR AML/GATOR CERT. I ATE INI4 • 1% .* t UNITED STATES REGISTRATION NUMSER N gnRIP AIRCRAFT MANUFACTURER A MODEL Boeing 727-31 AIRCRAFT SERIAL Na 20115 F AA USE L Y TYPE OF REGISTRATION (Check one boa) [] I. Individuel ci 2. Partnershlp 01 3. Corporation O 4. Corowner El 6. . 8.N aren ~Men NAME OF APPUCANT (PerscoN) ~on on crolearce ol ceenerenks. II InavIduek gbre 4c7. JEGS, Inc. k 4.41.4 TELEPHONE NUMSER: k nd . hm name, a Mdela inned.) irt, » ADORESS 103 Noner Rund Route: (Permanent maxins addreas fix kal appOtar4 aktad) .41 Panik Road, Suite 202 " 1/11 and svett 4 blab 4 4/ 1 42 NON, CITY Wilmington a pi ii b ele% ZIP GODE 19803 El A lake IU.S. NYE (1) lbat d (For CHECK CHECK HERE IF YOU AR R TING A ATTENTIONI Read the Pollo statem fore Gigning This portion U be sted. or chatiOneet arme« $3 any queeenn be gmuMs for 'dynen( Code, Ten le. Set. 1001). ry GER TION CHARGE OF ADDRESS this application. by line sal ta $TOcconment corponaone) ) OR CERTIFY. Ine ~ve alevrart b owned the unde cent. orne ta a ataen (mcludmo ale Uniod Stelas. vang bud. Arve Name Of ONE AS APPROPR 5t,______ or Form 1551) No a. b. (2) Tal C» Tris~ TYPE (:) A =klent allen, vel raglsir 1.151 Cl A nonamen organ/me and eso alraatt bed and pimatly Inspeceon al bentese under be lan ol (Made) h the United Sades. Retolde or %N hours are ~Ilade la AdMinelrabOn akta Il notessaw Te aircran Ink red kel of any foreign murby. and evt1e I has been Ned with ho Federal Aviation NOTE: nritedko-ownership all applicanb must sta Use revors° ... OR AM SIGNATtar EACH PART OF MIS MUST renig Nti INK. 1% 7.1( President DATE TUR TELE DATE RTIONATURE TITLE DATE NOTE Pencing ntOalpt Ot the COrellcale ol Morell RegeMation. the ~ann may be operand fora per od nol In mente Cl 90 eon dunnp ~h tene the PINK copy of Mit appicellon must be orned in the aktien AC Fon 80501 (12/30) 10052-00-628-9007) Supersedes Previsus Eddan EFTA00186677 DILL OF SALE FOR AIRCRAFT "CVO W ALL MEN BY THESE PRESENTS that REAL ESTATE EXCHANGE, INC., an Oregon corporation ("Seller"), having its address c/o Investment Property Exchange Services, Inc., 900 SW Fifth Avenue Mezzanine Level, Portland OR 97204, Attention: President ("Seller"), in consideration of Ten Dollars and other good and valuable consideration, receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to JEGE, INC. (Buyer), a Delaware corporation, its successors and assigns, the following used Aircraft and installed used engines: MANUFACTURER MODEL OF U.S.REGISTRATION NUMBER MANUFACTURER'S SERIAL AIRCRAFT NUMBER Boeing 727-31 N505LS 20115 Engine Particulars: Pratt & Whitney Position Model Serial Number 1 JT8D-219 P726121 2 JT8D-7B P654373 3 JT8D-219 P726122 Together with all equipment, components, spare parts and accessories installed thereon and used in connection therewith. TO HAVE AND TO HOLD said Aircraft unto the Buyer, its successors and assigns, for its and their own use forever. The Seller hereby warrants that it is the lawful owner of said Aircraft and Stalled engines; that its title to said Aircraft and installed engines is free and dear of all liens, leases, mortgage, security interests, claims, charges and encumbrances whatsoever; that the Seller shall defend title to said Aircraft against the claims of any person, firm or corporation whomsoever other than claims relating to or arising out of the acts or omissions of Buyer, and this Bill of Sale is made and delivered pursuant to the provisions of that certain Aircraft Purchase Agreement between the Seller and Buyer dated January 5; 2001, and that the warranties and representations of Seller set forth therein are nue and correct as though made on and as of the date hereof. IN WITNESS WHEREOF, Real Estate Exchange, Inc. has caused this instrument to be 9c.ecuted and its seal affixed thereto for the purpose hereinabove shown by its duly authorized officer this NLA day of January, 2001. REAL ESTATE EXCHANGE, INC., 2:TWaeu By: Tide g.C't . q_u@jitis QtRces lo CA EFTA00186678 1 9 - o 1 1 2 : 4 3 PM P . 03 18.3.GA):I006 001.93E UNITED STATES OF AMERICA US DEPARTMENT OF TRANSPORTATION nom MANION AMANISMA1 AIRCRAFT BILL OF SALE FdR AND IN GoNSIDERATION OF $ THE UNDERSIGNED OWNER(81 OF THE FULL LEGAL AHD SCNEFICIAL TITLE OF THE AIRCRAFT Des. CI ey AS FOLLOWS: REGISTRATION NOmbER UNITED STATES N SOSLS AIRCRAFT MANUFACTURER & MODEL ' SOGInq 777 31 AIRCRAFT SERIAL No. PURCHASER D ES THIS DAY OF 2VOST HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: pP WIRVOLIA.FA. ONE mar NYS. IASI MAC. MO meNAF mum JEGE, Inc. 457 Madison Ave, 4th Floor New York NY" 10022 Alen CERTIFICATE NUMBER FORM aorROVED oue InIbtOst Do Noi VAS h This Block FOR FAA USE ONLY • AND TO axicuToRs.AomiNGTRATOWL AND ASSIGNS TO NAVE nom MOW swouunly Tut SAID AIRCRAFT FOREVER. MO WA/MARTS 1HE TITLE THEREOF. IN TESTING/IV VAMECOF NAVE SET HMO AND REM ORE • • NAME (8) OF SELLER Avq.Do,I PPIN1601 SIGNATURE (8) • IN Flo it IRTRILD . Fan 000mANNIA ALL min • SIN) eal Estate Ex- DAY OF IS TITLE ATM° OA IMANIPC. Vice President ACNNOWNEDGNENT Hwy PICOVIRSO Oil PREPOPIE OF PAW OICONOINO MOVil vin. WAY nl AVOUIIP.D MY LOCAL LAW POP VALIOrry or THE I ORIO*044: TO FAA AO FORA min UM ALEN L012.0042110DMI Eummodes Promus (dem EFTA00186679 44198 751199007 BK-t1135pci ' 7 tatt of naahldtre Office of Secretory of ,S,tate PAGE 1 I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF HYPERION AIR, INC. FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JULY, A.D. 1991, AT 2:30 O'CLOCK P.M. I. i! 0 * R # * * ■ * RECEIVED FOR RECORD 2g-A.D 19 9/ RECORDER S4.00 STATE DOCUMENT FEE PAID Michael I-1 rkins, Secretary of State AU HENTICATION: 03115955 DATE: 07/19/1991 EFTA00186680 BR:1J 135P61 18 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:30' PM 07/18/1991 761199007 - 2268768 CERTIFICATE DE INCORPORATION OF BYPERIONADI, INc. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Cede and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "corporation") is HYPERION AIR, INC. SP.COND The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Luockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the corporation is to engage in any lawful act ur activity for which corporations may be organized under the General Corporation Law of the State of Delaware. MOM The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred. The par value of each of such shares is one tenth of a mill, Ali such shares are of one class and are shares of Common Stock. FIFTH: The name and the mailing address of the incorporator arc as follows: FAME MAILING ADDRESS Athena Togias 15 Columbus Circle New York, N.Y. 10023.7773 SIXTli: The, corporation is to have perpetual existence. -1- L0'd 0t91 Eke LIL.I01 BIRDIAN3S 1VID3dS/Band bt:61 18-6I-LO EFTA00186681 ex- u 35PG 1 1 9 SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed fur this corporation under the provisions of § 279 of Title R of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner us the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such'compromise or arrangement, the said compromise or arrangement and the said reorganization shall, If sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. .ElOTITII: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shalt be deemed to have the same meaning, to wit, the total number of directors which. the corporation would have if there were no vacancies. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case they be, in accordance with the provisions of § 109 of the General Corporation law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may he exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an -2- ea • cl eV9L C4C ttLsOl 830IAU3B 1Vt33d8/BDHd 9;:bt te-Bt-40 If• EFTA00186682 BK:- u I J5PG 120 initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. 3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders, Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, us the same may be amended and supplemented. TENTH: The corporation shall, to the fullest extent permitted by the provisions of f 145 of the General Corporation Law of the State of Delaware, as the same may he amended and supplemented, indemnify any and all persons whom it shall have power to Indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ELEVENTH: From time to dine any'of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. -3- 60•d 000/. CLC L[L-QI 083TAHEIS gV1013dB/BOHd BIIVI 10-Bt-40 EFTA00186683 07-18-91 14:10 PECS/SPECIAL SERVICES ID•212 373 7220 r.Wb t661 `81 AM uo Poug!S lacbt3 .0 IZIodS€107me EFTA00186684 Pg°,14'ME - HALL COPY STATE OF DELAWARE KENT COUNTY RECORDED $n fae Office for the Recording of Deeds, Etc at Do,ar, In ..tc: tot ii.e sai41 Couftly of Kant, In Corp. Record 11 vol. /3 Page i/') WITNESS. Han and life Se & of said office. Ce.c.4.-4-• 4 Ramie, EFTA00186685 HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of July 19, 1991 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that all actions taken by the incorporator of the Corporation during the period from July 18, 1991 through the date of this Consent, including, but not limited to, filing the Certificate of Incorporation of the Corporation and adopting the initial By-Laws of the Corporation, be, and each of the same hereby is, in all respects, ratified, adopted and approved. RESOLVED, that the officers of the Corporation shall include a President, and may include one or more Vice Presidents, a Secretary and a Treasurer. RESOLVED, that Jeffrey E. Epstein be, and he hereby is, appointed and elected as the President of the Corporation, to serve as such in accordance with the provisions of the By-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified. EFTA00186686 RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to produce all books of account, stock books and other materials and supplies necessary or appropriate in connection with maintaining the records and conducting the business of the Corporation, and to pay all costs and expenses and to make full reimbursement for all expenditures made in connection with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and the same hereby is, approved and adopted, and the President, the Secretary and/or any other officers authorized by the By-laws of the Corporation be, and each of them hereby is, authorized to issue certificates in such form for shares of fully paid and non-assessable Common Stock when the issuance thereof is duly authorized by the Board of Directors of the Corporation. RESOLVED, that the Corporation accept the subscription of Jeffrey E. Epstein for 100 shares of the Common Stock, upon the terms and conditions contained in the subscription agreement, dated as of July 26, 1991 of Jeffrey E. Epstein, a copy of which shall be filed with the official records of the Corporation. RESOLVED, that the President of the Corporation be, and he hereby is, authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein a certificate for 100 shares of the Common Stock. RESOLVED, that all of the 100 shares of the Common Stock as authorized for issuance by the immediately preceding resolution shall be in all respects, when issued as aforesaid, validly issued, fully paid and non-assessable. RESOLVED, that the seal, an impression of which appears in the margin of this Consent, be, and the same hereby is, adopted as the seal of the Corporation. 2 EFTA00186687 RESOLVED, that the corporate record book and the stock transfer ledger thereof, be and each of the same hereby is, adopted as the record book and stock transfer ledger, respectively, of the Corporation. RESOLVED, that, with respect to the opening, maintaining and closing of bank accounts of the Corporation, the President, any Vice President, the Treasurer and the Secretary of the Corporation, be, and each of them hereby is, authorized as follows: (1) to designate one or more banks, trust companies or other similar institutions as depositories of the funds, including, without limitation, cash and cash equivalents, of the Corporation; (2) to open, keep and close general and special bank accounts, including general deposit accounts, payroll accounts and working fund accounts, with any such depository; (3) to cause to be deposited. in such accounts with any such depository, from time to time such funds, including, without limitation, cash and cash equivalents, of the Corporation, as such officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agents of the Corporation who will be authorized to make such deposits and to endorse such checks, drafts or other instruments for such deposits; (4) from time to time to designate or change the designation of the officer or officers and agent or agents of the Corporation who will be authorized to sign or countersign checks, drafts or other orders for the payments of money issued in the name of the Corporation against any funds deposited in such accounts, and to revoke any such designation; 3 EFTA00186688 .(5) to authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or . other orders for the payment of money, and to enter into Ouch agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; (6) to make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and (7) to complete, execute and/or certify any customary printed blank signature card forms in order to conveniently exercise the authority granted by this resolution and any resolutions thereon shall be deemed adopted as part hereof. RESOLVED, that the President or the Secretary of the Corporation be, and such officer hereby is, authorized to prepare and certify as the resolutions of the Board of Directors, as if adopted verbatim by this Consent, any such additional resolutions as any such depository may require, in connection with the opening of an account with such depository as authorized pursuant' to the immediately preceding resolution, and that any such depository to which a copy of the immediately preceding resolution and such additional resolutions, if any, have been certified shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of such resolutions by the Board of Directors. RESOLVED, that the fiscal year of this Corporation shall begin;the first day of January in each year. RESOLVED, that, subject to the approval of the . stockholders of the Corporation, the Corporation elect, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes. RESOLVED, that the proposal that the Corporation elect to be treated as a small business Corporation authorized 1 EFTA00186689 pursuant to the immediately preceding resolution be submitted to the stockholders of the Corporation for their written consent thereto, and that, upon obtaining such written consent to such proposal, the proper officers of the corporation be, and each of them hereby is, authorized and directed to prepare, execute and file on behalf of the Corporation a Form 2553, Election by a Small Business Corporation, with the Internal Revenue Service. RESOLVED, that, for the purpose of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, the officers of the Corporation be, and each of them hereby is, authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary offices of the Corporation, whether statutory or otherwise, and, under the seal of the Corporation, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by .the laws of such state, territory, dependency or country to authorize the Corporation to transact business therein. RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instruments,. instruments of transfer, receipts, or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intent of the foregoing resolutions. RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. EFTA00186690 This Consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. EFTA00186691 HYPERION AIR, INC. SUBSCRIPTION FOR COMMON STOCK The undersigned hereby subscribes for One Hundred (100) shares of the Common Stock, $.0001 par value, of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), the Certificate of Incorporation of which was filed with the Department of State of the State of Delaware on the 18th day of July, 1991, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, Ten (510) Dollars per share in cash or by check made payable to the corporation, at which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of July 26, 1991 J frey Subscribe Shares of Common Stock, No Par Value Subscription Accepted As Of July 26, 1991 HYPERION AIR I C. By: EFTA00186692 HYPERION AIR, INC. Consent of Sole Stockholder in Lieu of First Meeting As of July 26, 1991 The undersigned, being the sole stockholder of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 228 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that all actions heretofore taken by the incorporator and the Board of Directors of the Corporation, including, but not limited to, the adoption of the By-Laws of the Corporation, from July 18, 1991 through the date of this consent be, and each such action hereby is, in all respects ratified, adopted and approved. RESOLVED, that the election of Jeffrey E. Epstein as the sole director of the Corporation, to serve as such until the next Annual Meeting of Stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified be, and such election hereby is, ratified, adopted and approved. RESOLVED, that the election by the Corporation, under the provisions of Section 1362 of the Internal Revenue Code, to be treated as a small business corporation for income tax purposes be, and the same hereby is, adopted and approved. This Consent shall be filed with the .utes of the proceedings of the stockholders of the Co EFTA00186693 HYPERION AIR, INC. Consent of Sole Director In Lieu of First Meeting As of October 15, 1998 THE UNDERSIGNED, being the sole director of Hyperion Air, Inc., a Delaware corporation (the "Corporation"), does hereby consent, pursuant to Section 141 of the General Corporation Law of the State of Delaware, in lieu of holding a meeting, to the adoption of the following resolution and the taking of all action required or permitted thereby: RESOLVED, that Darren K. Indyke be, and he hereby is, appointed and elected as the Secretary of the Corporation, to serve as such in accordance with the provisions of the By-Laws of the Corporation until the next meeting of directors of the Corporation immediately following the next annual meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall have qualified. EFTA00186694 State of Delaware Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "JEGE, INC.", FILED IN THIS OFFICE ON THE SEVENTH DAY OF SEPTEMBER, A.D. 2000, AT 2:15 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 3284812 8100 Edward J. Free!, Secretary of State AUTHENTICATION: 0662136 001452017 DATE: 09-07-00 EFTA00186695 18p-or-too 01:50pm From-1 Epstein & Company, Inc. 2123718042 7-150 P.004/005 F-135 CERTIFICATE OF INCORPORATION OF JEGE, INC. 1. The name of the corporation to be formed upon the filing of this Certificate of Incorporation is JEGE, Inc. (the "Corporation"). 2. The address of the Corporation's registered office in the State of Delaware is Corporation Trust, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company. 3. The nature of the business to be conducted by the Corporation is, or the purposes to be promoted by the Corporation are, to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware. 4. The total number of shares of stock which the Corporation shall have authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock, all of which shares shall be without par value. 5. The name and mailing address of the sole incorporator of the Corporation are Dan-en Indyke, 457 Madison Avenue, Fourth Floor, New York, New York 10022. 6. The Corporation is to have perpetual existence. 7. In furtherance, and not in limitation, of the powers conferred by the General Corporation Law of the State of Delaware upon the board of directors of the Corporation, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation. 8. Elections of the directors of the Corporation need not be by written ballot, unless the by-laws of the Corporation shall so provide. Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. 9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter EFTA00186696 day VI 'W.IVU CpbtOill Y wmpany. Inc. LICS(IMAL I-I5u P.005/005 F-I35 prescribed by the General Corporation Law of the State of Delaware, and all rights conferred in this Certificate of Incorporation upon the stockholders of the Corporation are granted subject to such reservation. 10. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (b) for acrs or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived any improper personal benefit. I, ME UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, hereby certify and declare that this is my act and deed and that the facts stated herein are true, and have hereunto set my hand this 7th day of September, 2000. c3)3i.,\ALLAK Darren K. Indyke Sole Incorporator EFTA00186697 Form 2553 (Rev. July 1999) oepannere of the Treasury internal Revenue Senior Election by a Small Business Corporation (Under section 1362 of the Internal Revenue Code) ► See Parts II and III on back and the separate Instructions. In The ran ',oration may maser send or fax this form to the IRS. See page 1 of the Instructions. OMB No. 154S-0146 Note= 1. This election to be an S corporation can be accepted only if all the tests are met under Who may elect on page l of the instructions; al signatures in Parts I and Iff we originals (no photocopies); and the exact name and address of the corporation and other required form information are provided. 2. Do not file Form 11205, U.S. Income Tax Rotten Mr an S Corporation. for any tax year before the year the election takes effect. 3. If the corporation was In existence before the &bah, date of this election, see Taxes an S cotporadon may owe on page 1 of the instructions. Part I Election Information Nemo of corporation (see Instructions) JRGE. Number, street, and room or suite no. (If a P.O. box. see Instmcdons.) 103 Foulk Road, Suite 202 Please type or Print City or town, state, and ZIP cods Wilmington, nr D Election is to be effective for tax year beginning (month, day, year) E Name and title of officer or legal representative who the IRS may call for more hforrnation Darren K. Indyke, Vice President A E to r Idendficatlon number Date Incorporated September 7 zonn C Spate of InoxporatIon Delaware /01' /01 F Telephone number of officer or legal representative G if the corporation changed Its name or address after applying for the MN shown in A above, check this box H If this election takes effect for the first tax year the corporation exists. enter month, day,- and year of the earliest of the following: (1) date the corporatIon.first had shareholders. (2) date the corporation first had assets, or (3) date the corporation began doing business • • • • ► Selected tax year. Annual return will be filed Mr tax year ending (month and day) ►-...Etegguitzgr....3.1 If the tax year ends on any date other than December 31. except for an automatic 52-59-week tax year endingiwith reference to the•month of December. you must complete Pan II on the back. If the date you enter Is the ending date of an automatic--52-53-week Uut year, write -52.53•week year' to the right of the date. See Temporary Regulations section 1.441 2T(e)(3). .1 Name and address of each shareholder. shareholders spouse having a community property Interest In the corporation's stock: end each tenant In common, Joint tenant and tenant by the entirety. (A husband and wife (and their estates) are counted as one shareholder In detenniwng the number of shareholders may without regard to tlw manner In which the Under to the election S corporadon examined accompanying best of complete. not It Shareholders" Consent Statement. penalties of perjury. we declare that of the above-named corporation Under section 1352(a) and this consent statement. including schedules and statements. ow knowledge and belief, It Is true, We understand our consent is be withdrawn atter the corporation election (Shareholders sign and we consent to be en that have . " " '': L. - ' Stack owned • " M Social security number or employer Sendficstion number lir Share- holders tax year ends (month and day) wo end to the correct. and and has modes data below) Number of-shares Dates acquired (see Instructionsi vatel stock Is owned,) Skeels= Date Jeffrey E. Epstein 6100 Red Hook Querte Suite B-3 . 100 1/1/01 090-44-3348 12/3 St. 'themes, UbVJ. M, 2 . • n 1 Under pentanes of perjury. I declare that I have examined do It Is true• correct, a omelet°. Signature of officer I. A Section luding accompanying schedules and statements. and to the best of my knowledge and belief. me s. Vice President Fnr Paperwork Reduction Act Notice. see own 2 of the HrIhuctions. Cat tin. lanseR Date b' 1 1741(1 1 From 2553. IRev. 7991 EFTA00186698 ibis is fo Certify i~at Jetfrey E. Epstein is the owner or One Hundred (1 00) / 0 / 4,ecW a.nd addedda d/fo,ted, aXve, _2. 4P ka/n4feeaa ort# 40,6 # ,aed,Z,teOAp",,,edoip, ZedAede,/,404, WilnenA,, ,Learl .- ,9a0oe.ele,marird deiz,frzezhaed dec#aer/Zuledlece&G. Oata: As of July 26, 1991 EFTA00186699