Centerline. Aviation. European Community Accedes to the Cape Town Convention IN THIS ISSUE

Aviation Centerline June 2009 tm European Community Accedes to the Cape Town Convention John F. Pritchard The Cape Town Convention, which became effective in March 2006, is now a worldwide aircraft finance law code. On April 28, 2009, the European Community deposited in Rome at UNIDROIT 1 their adherence to the Cape Town Convention 2 ( Convention ) and the Aircraft Protocol. 3 This adherence opens the way for countries in Europe to individually become Contracting States to the Convention. Currently, the only European States that have ratified the Convention are Ireland, where the International Registry 4 is based, and Luxembourg, which ratified the Convention in connection with the Rail Protocol. 5 To date, 31 countries worldwide along with the European Community have deposited ratifications and declarations. Nations that have ratified the Convention include China, India, Indonesia, Malaysia, Saudi Arabia, Singapore, South Africa, United Arab Emirates, Ireland, Luxembourg, Mexico and the United States. 6 The full list of Cape Town countries and their declarations are found on the UNIDROIT website, www.unidroit.org, along with texts of the Cape Town Convention and the Aircraft Protocol. 7 The Convention applies when a debtor under a security agreement, a buyer under a title reservation agreement, a lessee under a lease agreement, or a seller under a purchase agreement, with respect to, an aircraft object, is situated in a Contracting State at the time of agreement. The Convention also applies when an airframe or helicopter is registered in a Contracting State at the conclusion of an agreement. The Convention s application extends to any assignments, subordinations, and subrogations with respect to such agreements and prospective international interests and sales. The Convention and Protocol cover airframes of eight persons (including flight crew) or larger, helicopters of five persons (including flight crew) or larger, parallel cargo aircraft, and helicopters and aircraft engines of specified size. Given the pace of ratification, the Cape Town Convention will dramatically alter the world of aircraft finance. Each ratifying country must make certain mandatory elections and certain optional declarations in the nature of opt-ins and opt-outs. Aircraft engines are covered when installed on an aircraft, but helicopter engines are not covered when installed. Cape Town Convention: A Major Impact to Aircraft Finance Given the pace of ratification, the Cape Town Convention will dramatically alter the world of aircraft finance. Each ratifying country must make certain mandatory elections and certain optional declarations in the nature of opt-ins and opt-outs. Areas affected by the options include choice IN THIS ISSUE European Community Accedes to the Cape Town Convention...1 Buying and Operating Business Aircraft in the Current Economic Environment...3 DOT Issues Guidance on Airline Baggage Liability and Airline Responsibilities for Code Share Flights...6 Advisory Circular Updated to Provide Further Guidance on Repair Station Outsourcing of Maintenance...7 What You Don t Know Can Hurt You: Liens and Interests in Commercial and Corporate Aircraft Equipment Not Found on the FAA Aircraft Registry...9 The Last Rivet...13

of forum and remedies. Thus, it is necessary to review individual country declarations to understand the Convention s impact in each jurisdiction. In order to determine the benefits and risks that may arise when the Convention applies, one should first assess the available remedies, including those under the various country declarations. Such remedies may include speedier recovery of an aircraft after default, early aircraft recovery following bankruptcy and deregistration from an aircraft registry. One should then determine the risks of not registering their priority properly on the International Registry, not writing Cape Town remedies into their agreement, or not complying with the few formalities of the Convention. The website of the Aviation Working Group (AWG) (www.awg.aero), a not-for-profit entity comprised of major aviation manufacturers, leasing companies and financial institutions, is an excellent source of material and resources on the Cape Town Convention. It contains links to other websites, including the International Registry. AWG, a leader in providing support to UNIDROIT in creating the Convention and Aircraft Protocol, is involved in the process of ratification and, where helpful, the implementation of the Convention and the Aircraft Protocol. AWG also conducts Cape Town seminars around the world to facilitate understanding of this complex treaty. 8 1 UNIDROIT is the International Institute for the Unification of Private Law, an independent intergovernmental organization whose purpose is to study methods for harmonization of commercial laws between nations. 2 Convention on International Interests in Mobile Equipment (Cape Town, 2001). 3 Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (Cape Town, 2001). 4 The International Registry identifies international interests and all other interests under the Cape Town Convention to be perfected against third parties in any Contracting State. 5 The Luxembourg Rail Protocol is the protocol of the Convention that applies to railway rolling stock. It was implemented in February 2007. 6 The United States adopted the Convention and Protocol by the Cape Town Treaty Implementation Act of 2004. Additional information is available on the FAA s website at http://www.faa.gov/licenses_certificates/ aircraft_certification/aircraft_registry/cape_town_treaty. 7 The treaty documents may be downloaded from this website. The already revised Official Commentary on the Cape Town Convention by Professor Sir Roy Goode is a critical companion to the Cape Town practitioner because it explains and analyzes all provisions of the Convention and Aircraft Protocol. This Commentary was authorized by the original diplomatic conference, and may be obtained through the UNIDROIT website and the Aviation Working Group website, www.awg.aero. 8 The AWG Legal Advisory Panel leads these seminars and has published two booklets, one on the application of the Convention to transactions, and one on advanced contract practices and legal opinions under the Convention and Aircraft Protocol. These booklets may be obtained through the AWG website. For more information, contact: John Pritchard 212.513.3233 john.pritchard@hklaw.com toll free: 1.888.688.8500 ABOUT THIS NEWSLETTER Please direct all inquiries to: David J. Harrington, Editor david.harrington@hklaw.com Christopher G. Kelly, Editor christopher.kelly@hklaw.com Judith R. Nemsick, Editor judith.nemsick@hklaw.com Holland & Knight LLP 195 Broadway, 24th Floor New York, NY 10007 1.888.688.8500 www.hklaw.com Information contained in this newsletter is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem. Moreover, the laws of each jurisdiction are different, and are constantly changing. If you have specific questions regarding a particular fact situation, we urge you to consult competent legal counsel. Holland & Knight lawyers are available to make presentations on a wide variety of aviation law issues. 2

Buying and Operating Business Aircraft in the Current Economic Environment Jonathan M. Epstein The business aviation community has been dramatically affected by the current economic downturn, tight credit market and negative publicity associated with use of corporate jets by executives of some companies. With low demand, inventories of aircraft have risen and prices have fallen, creating a strong buyer s market. However, this stressed market makes aircraft transactions more challenging. This article provides useful information to help avoid problems in purchasing and operating business aircraft. Business Aircraft Transactions The market for new and used business aircraft had been very strong over the last few years, with demand outstripping the availability of new aircraft. In the past, transactions often moved quickly once a signed letter of intent was obtained, there was probably a 95 percent chance the deal would go through without a hitch. However, the dramatic market changes and tightening of credit markets have not only slowed transactions, but have significantly increased the number of deals that fall apart, and in some cases wind up in court. In the last few months, problems have arisen which affect a wide range of transactions, such as: last minute liens placed on aircraft by unpaid vendors, who get wind of an impending sale dissolution of entities aircraft being properly or improperly used as cross collateral for general business obligations one manufacturer declaring bankruptcy, leaving buyers as unsecured creditors a rise in fraud In this strained environment, the risks of a problem or even fraud arising in a transaction are increased, and the days of loosely papering the transaction are over. The following are a few recommendations. The dramatic market changes and tightening of credit markets have not only slowed transactions, but have significantly increased the number of deals that fall apart, and in some cases wind up in court. Properly Paper the Transaction Having the deal properly documented by a competent aviation attorney is critical for both buyer and seller. For example, some issues to consider are: The default and termination sections deserve particular attention, as a seller who loses a deal in this market may suffer significant economic harm. There has certainly been an uptick in litigation over transactions that have gone bad. Buyers should include a financing contingency clause because many deals for older aircraft are extremely difficult to finance. Beware of clouded title. Often the warranty of good title is given by a special purpose entity whose only asset is the aircraft. There are several ways to mitigate against this: title insurance, legal opinions, or requesting a warranty of good title from the beneficial owner. In international transactions, there are specific issues with export certificates of airworthiness, export and embargo restrictions, and export clearance procedures that must be followed. Don t Take Short Cuts in Your Diligence In a stressed market, extra diligence is warranted: Aircraft Inspection. As the buyer, you will want to have a through inspection and records review by an inspection facility familiar with the aircraft type and its problems. With companies in financial distress, maintenance and preservation may be skimped on, and pencil whipped records may be a possibility. 3

Lien Searches. An FAA title search should be done at the Letter of Intent stage and right before closing, as last minute liens placed on aircraft just before closing by vendors who get wind of an impending sale are known to happen. Similarly, if the seller is in financial distress, additional searches for UCC filings, tax liens, etc., may be warranted. Be Alert for Scams. There are at least two active fraud scams running and, given the dollars involved in aircraft transactions, there may be more in the future. The escrow fee scam involves a bogus foreign buyer represented through a broker. The deal calls for the buyer s deposit to be placed, at least initially, in escrow with an entity in the UK, and for the parties to split escrow fees evenly. The scam involves the seemingly independent escrow agent asking for half the escrow fees paid upfront. Furthermore, the cashier s check scam is apparently back. This involves an apparent buyer who will pay by cashier s check, but makes the check out for more than the purchase price/deposit. They then ask for the remainder to be wired back to them. Who Does the Broker or Consultant Represent? In this fluid pricing environment, a reputable aircraft broker services is essential to get the best price for aircraft, to spot problems or scams, and help move the transaction forward. However, it is imperative to be sure (i) the broker (or lawyer, or any other consultant for that matter) is representing your exclusive interests, and (ii) that the relationship is documented in a written agreement. A buyer s broker should disclose if he or she is representing the seller or is receiving other remuneration from third parties. The same concerns arise if one is using their own pilots or management company to locate and negotiate for an aircraft. Beware of back-to-back transactions. In a back-toback transaction, a broker agrees to sell an aircraft that he or she doesn t own to a buyer, and then arranges to buy that aircraft from the true owner for a significantly lower price. The broker never puts up any money but uses the buyer s money to purchase the aircraft and immediately transfer title to the buyer, with the broker pocketing the difference (which may be significant). In addition to higher costs to the buyer, such transactions can create title problems and other concerns, particularly if the deal goes bad. Another concerning practice can occur with trade-ins. A broker may agree to buy an aircraft (or find a buyer) at a seemingly excellent price provided that the seller buy another aircraft at a certain price. In reality, the Beware of back-to-back transactions. In a back-to-back transaction, a broker agrees to sell an aircraft that he or she doesn t own to a buyer, and then arranges to buy that aircraft from the true owner for a significantly lower price. broker may simply have jacked-up both aircraft prices so that the brokerage fee will be higher on both aircraft. Structuring Your Ownership/Operations Although the core structuring considerations remain unchanged, this economic environment calls for special attention to the timing of transactions, relationships with third parties, financing concerns and alternative structures. Core Structuring Issues Tax Considerations. The corporate structure and operations should maximize the owner s ability to depreciate the asset, minimize the impact of state sales and use tax, and minimize the impact of personal and entertainment use. FAA Compliance. Unless the aircraft is managed by an FAA certificated charter operator, there are strict limits on when a company can be reimbursed by another person for provision of air transportation. In particular, the use of special purpose flight department companies to own and operate an aircraft generally violates FAA regulations. Liability Mitigation. Ownership and operation should be structured to minimize the liability exposure of the company and its principals. This is done through structuring, adherence to corporate formalities and insurance coverage. Timing of Transactions for Tax Purposes Tax Free Exchanges. If a transaction is planned as a tax-free exchange under IRS Section 1031, it is important to plan well ahead, as selling the current aircraft may take many months. In addition, if significant funds or aircraft title will be parked with a qualified intermediary (QI), choose that intermediary with care, as at least one QI specializing in real estate has gone bankrupt, not only potentially spoiling the exchange, but putting funds at risk. In addition, know where the QI will park funds, as some QIs in the past invested this money in the market to earn higher returns. 4

Bonus Depreciation. The economic stimulus legislation passed in mid-february 2009 extends bonus depreciation for new aircraft purchased in 2009. This may make positions for deliveries in 2009 and 2010 significantly more attractive for buyers who can take full advantage of bonus depreciation. Relationships With Managers and Other Vendors Many charter management companies, vendors and even some manufacturers are struggling in the current market. Given the dollar amounts involved in operating large business jets, an owner may have significant dollars tied up with these vendors. In fact, one charter manager s failure to pay vendors led to liens being placed on managed aircraft, as well as delayed lease payments for the owner s percentage of charter revenue. Some suggestions for mitigating risk with a charter manager are: The operating account could be set up as an owner account, in which the charter manager has rights to withdraw or, alternatively, as a separate manager account in which the owner has a security interest. Owners may wish to directly pay certain vendors, rather than pay them through the manager (e.g., insurance and engine maintenance program payments). Ensure that the owner rather than the charter operator is the party to the relevant vendor agreement, where practicable. Negotiate adequate triggers of charter operator default, such as liens, not in the ordinary course of business, etc., so that termination can be effected quickly if necessary. Financing Given the tight credit market, it is important to work on financing early. Financing is available for companies with good credit buying newer aircraft. Some considerations: 100% financing and limited recourse financing are likely unavailable. Loans may be easier to obtain from a financial institution with which the buyer has existing financial relationships, as banks are less interested in orphan transactions. Traditional loans may be difficult to obtain on older aircraft. Consider alternative financing, such as seller financing, or use of conditional sales agreements. Buyers may find opportunities to lease aircraft at substantially less than the cost of ownership from existing owners who cannot sell their aircraft. Alternative Structures Since money is tight and many corporate aircraft are currently underutilized due to the current public perception of corporate aviation, buyers and owners should consider alterative arrangement such as: Sale and Leaseback. For companies that own their aircraft outright, a sale of the aircraft to and leaseback from a financial institution may be a viable way to generate capital and take an aircraft off the books. Dry Leasing. Buyers may find opportunities to lease aircraft at substantially less than the cost of ownership from existing owners who cannot sell their aircraft. Joint Ownership. For underutilized aircraft, joint ownership helps spread the cost of ownership. In summary, while this stressed market provides numerous business opportunities, aircraft owners and prospective buyers must exercise additional due diligence with their aircraft transactions and relationships with vendors. For more information, contact: Jonathan Epstein 202.828.1870 jonathan.epstein@hklaw.com toll free: 1.888.688.8500 5

DOT Issues Guidance on Airline Baggage Liability and Airline Responsibilities for Code-Share Flights Anita Mosner Sophy Chen On April 1, 2009, DOT published a Notice in the Federal Register 1 that provides guidance to airlines about two key issues: (1) baggage liability; and (2) responsibilities of code-share partners on flights involving international itineraries. The Notice directs airlines to review their tariffs, policies, and practices in these areas and to take action, if necessary, to comply with the Montreal Convention and DOT policy. Although DOT initially indicated that carriers would have 90 days in which to bring their tariffs into compliance with these requirements, several carriers have expressed strong concern about their ability to complete these tasks in that time frame. It is unclear whether DOT will stick to its original plan to pursue enforcement action against carriers which are unable to comply with the new policies by July 1, 2009. Baggage Liability The Notice first addresses airline tariff rules relating to liability for lost, stolen, delayed or damaged baggage carried on international itineraries. The Department has noticed that some airlines have filed tariff rules that attempt to exclude from liability certain items in checked baggage. These liability exclusions, found in airline tariff rules and on airline websites, typically concern valuable and/or fragile items such as electronics, jewelry, or antiques. DOT takes the view that these liability exclusions are not allowed under Articles 17 and 19 of the Montreal Convention, or under the relevant provisions of the Warsaw Convention, to the extent that Convention is applicable. (Article 17 of the Montreal Convention states that the airline is liable for damaged or lost baggage if the damage or loss occurred while the baggage is in the airline s custody, with an exception for any damage or loss caused by an inherent defect, quality or vice of the baggage. Article 19 states that an airline is liable for damage caused by delay in the carriage of baggage except to the extent that the airline took all reasonable measures to prevent delay.) Under these provisions, once an airline has accepted checked baggage, it is liable for the contents of the baggage up to the limit of 1000 SDRs per passenger. It is essential to note that airlines may continue to recommend that passengers not pack valuable and fragile items in checked baggage. DOT s Notice simply makes clear that an airline cannot exclude liability for these items since that is a matter governed by the Convention. In order to address DOT s concerns, airlines need only review and, if necessary, amend their filed tariffs and policies (e.g., on their websites) to ensure that the tariffs and policies do not contain liability exclusions that are inconsistent with the Montreal Convention. Provisions that do not comply will be considered to have no effect and will be in violation of the Convention, and could result in DOT civil penalties. In order to ensure compliance with DOT s requirements for code-share services, airlines should review and (if necessary) revise their tariff provisions to reflect the conditions in their DOT code-share approvals. Code-Share Operations DOT includes in its code-share approvals a condition that requires the airline that sells the air transportation (Ticketing Airlines) to accept responsibility for all obligations in the contract of carriage with the passenger for the entire code-share journey. Some airlines, however, have filed tariff rules that attempt to apply all or some of the Operating Airline s terms and conditions. (Some airlines have no clear tariff rule for code-share services.) The Notice would require the Ticketing Carrier to review the contracts of carriage of its code-share partners, and clearly disclose to the passenger the areas in which the Operating Carrier s policies and operations may differ from its own. In order to ensure compliance with DOT s requirements for code-share services, airlines should review and (if necessary) revise their tariff provisions to reflect the conditions in their DOT code-share approvals. The Notice does not require airlines to change their current practices for code-share services (e.g., to adopt the same practices as their code-share 6

Under the terms of the DOT Notice, the Ticketing Airline must disclose every term in which its rules differ from those of its code-share partners. partners), but rather requires airlines to properly disclose to passengers the conditions that apply to their travel. For example, the Ticketing Airline does not charge a checked baggage fee, but its code-share partner, the Operating Airline, imposes a checked baggage fee. If a passenger traveling on the Operating Airline would have to pay the checked baggage fee, DOT s Notice directs the Ticketing Airline to inform the passenger that he will have to pay the Operating Airline s baggage fee when traveling on a flight operated by the Operating Airline. This disclosure must appear in the Ticketing Airline s rules tariff, contract of carriage, and any other place that discusses checked baggage, including the Ticketing Airline s website. Under the terms of the DOT Notice, the Ticketing Airline must disclose every term in which its rules differ from those of its code-share partners. While the list of potential areas is quite broad, the Notice includes the following examples of such terms: check-in deadlines, unaccompanied minors, carriage of animals, refusal to transport, oxygen service, irregular operations, denied boarding compensation, and baggage acceptance and liability. There may be other areas as well. Currently, DOT is conferring with carriers about how to best make the required disclosures. Carriers are trying to get DOT s blessing to use hyperlinks and other means of cross referencing rules without being required to engage in a wholesale restructuring of their rules. It is anticipated that carriers will attempt to streamline their compliance with these obligations to the greatest degree possible. We will be monitoring DOT s stance toward accommodating these efforts and will keep our readers up to date. For more information, contact: Anita Mosner 202.419.2604 anita.mosner@hklaw.com Sophy Chen 202.862.5983 sophy.chen@hklaw.com toll free: 1.888.688.8500 1 74 Fed. Reg. 14,837 (Apr. 1, 2009). Advisory Circular Updated to Provide Further Guidance on Repair Station Outsourcing of Maintenance Marc L. Antonecchia FAA Oversight of Aircraft Maintenance The Department of Transportation (DOT) and the Federal Aviation Administration (FAA) continue to focus on aircraft maintenance practices, emphasizing that air carriers and maintenance providers need to ensure the performance of maintenance tasks by trained and qualified personnel. In 2008, the DOT released a report concerning air carriers outsourcing of aircraft maintenance, concluding that the FAA needed to enhance its oversight of outsourced aircraft maintenance. 1 Shortly thereafter, the FAA issued Advisory Circular 120-16E (AC 120-16E), which updated the recommended scope and content of an air carrier aircraft maintenance program. 2 That Advisory The Repair Station Manual s procedures must ensure that the air carrier has provided the repair station with the information necessary to comply with the air carrier program and maintenance manual. Circular addresses an air carrier s responsibility for maintenance provided by third parties, emphasizing that the air carrier remains primarily responsible for all of the maintenance performed by any maintenance provider. AC 120-16E recommends that, when possible, the air carrier and maintenance provider should define the performance of maintenance through a written contract. A March 2009 7

update to Advisory Circular 145-9 (AC 145-9), titled Guide for Developing and Evaluating Repair Station and Quality Control Manuals, provides guidance concerning the outsourcing of maintenance work by a repair station certificated by Part 145. In cases where the maintenance provider is a Part 145 repair station, it would be prudent for the written contract to address such outsourcing. Advisory Circular 145-9 Provides Guidance on Maintenance Performed for Air Carriers AC 145-9 was originally issued in 2003 to provide information for all repair station certificate holders and applicants under Part 145 to develop and evaluate a Repair Station Manual (RSM) and Quality Control Manual. The AC recognizes that repair stations perform maintenance, preventive maintenance, and alterations for air carriers conducting operations under Parts 121, 125, 129 and 135. As such, the RSM must describe procedures to ensure that maintenance is performed in accordance with the air carrier s program and maintenance manual. The RSM s procedures must ensure that the air carrier has provided the repair station with the information necessary to comply with the air carrier program and maintenance manual. The AC provides the following guidance: The air carrier may provide the repair station with the applicable sections of its maintenance programs or manuals at the time the work is performed. On the other hand, the purchase order or other contractual documents from the air carrier could clearly state the source of the data (manufacturer s or air carrier s manual) used to perform the requested maintenance along with any other requirements of its program or maintenance manual. AC 145-9 emphasizes the importance of defining responsibilities within the repair station. For instance, the RSM must identify the location of applicable maintenance manuals and who at the repair station is responsible for keeping the operators data current. It must also explain what air carrier or commercial operator information should be available to maintenance personnel when the work is performed. When the repair station transfers requirements from an air carrier to its maintenance personnel by special instructions on the work order, the RSM s quality control section must clearly explain how to accomplish this task. AC 145-9 identifies several key areas to aid the repair station s development of procedures for performing air carrier maintenance: maintaining a file of the air carrier s procedures, including necessary technical data reviewing purchase orders for complete and correct instructions maintaining a current list of Required Inspection Item (RII) inspectors RSM procedures to ensure that necessary equipment, trained personnel, and technical data are available for line maintenance coordinating training programs with air carriers authorization for individuals performing line maintenance and RII compliance by all repair station personnel, regardless of location, with RSM. In addition to these considerations, repair stations, and, by extension, the air carriers with whom they contract, should account for the outsourcing of repair station maintenance. Part 145.217 permits a certificated repair station to contract any maintenance, preventive maintenance, or alteration for which the repair station holds a rating. AC 145-9 suggests that the types of maintenance functions for which a repair station may want approval to outsource fall into two categories. The first type is maintenance functions for which the repair station does not have the housing, facilities, materials, or equipment available on its premises and under its control. The second type is maintenance functions that need to be outsourced because of workload or emergency situations. The March 2009 update to AC 145-9 provides additional guidance concerning such outsourcing. March 2009 Update to AC 145-9 The updated AC 145-9 states that a repair station can contract with an FAA certificated or noncertificated entity provided that the repair station takes responsibility for the work scope performed by issuing an approval for return to service. In order to exercise the contracting privilege, the repair station must, in accordance with Part 145: make a list of maintenance functions that it: (a) is certificated to perform but requests approval to contract out; and (b) takes regulatory responsibility for issuing an approval for return to service for the exact same work under its rating obtain approval of the listed functions and provide the list to the FAA ensure that it qualifies the entities to which it contracts the maintenance functions maintain a current list of contractors and provide the list to the FAA 8

Despite any regulatory duties imposed on repair stations, each air carrier remains primarily responsible for all maintenance performed on its aircraft and the recordkeeping concerning that maintenance. ensure that the repair station has procedures to perform the incoming inspection, final inspection, and return to service provide a procedure that confirms by inspection or test that the work was performed satisfactorily In addition, although not required, the updated AC suggests that the RSM identify the name of each outside contracted source, the maintenance function contracted to each source, and the type of certificate and ratings held by each source. The updated AC provides separate requirements when outsourcing to FAA-certificated facilities and non-certificated entities. When outsourcing to FAA-certificated facilities, the repair station may issue an approval for return to service of a maintenance function contracted to the third-party repair station if the repair station determines that the thirdparty repair station is properly rated to perform the maintenance. When outsourcing to non-certificated entities, the repair station must remain directly in charge of the work performed, and verify by inspection or testing that the work was performed satisfactorily and that the item is airworthy before approving it for return to service. The Updated AC Is Important to Both Air Carriers and Repair Stations Despite any regulatory duties imposed on repair stations, each air carrier remains primarily responsible for all maintenance performed on its aircraft and the recordkeeping concerning that maintenance. Thus, in determining whether a repair station has the capability of performing the work, an air carrier should be mindful of the potential for outsourcing of repair station work to either FAA-certificated and non-certificated entities. Repair stations must not only comply with requirements set forth by the air carrier, but also exercise proper oversight over entities to which they outsource maintenance work. Given these circumstances, it is extremely prudent for air carriers and repair stations to constantly evaluate and, to the extent necessary, define their rights and responsibilities concerning the performance of maintenance tasks. For more information, contact: Marc L. Antonecchia 212.513.3530 marc.antonecchia@hklaw.com toll free: 1.888.688.8500 1 U.S. Department of Transportation, Office of Inspector General, Air Carriers Outsourcing of Aircraft Maintenance, Report No. AV 2008 90, Sept. 30, 2008. 2 Advisory Circular 120 16E, Air Carrier Maintenance Programs, issued September 11, 2008. What You Don t Know Can Hurt You: Liens and Interests in Commercial and Corporate Aircraft Equipment Not Found on the FAA Aircraft Registry Tom Zimmer Nathan Leavitt In aviation leasing and financing transactions, the importance of knowing about all of the liens and interests that exist on a piece of civil aircraft equipment (and the relative priority of those liens and interests) goes without saying. Those with experience in commercial or corporate aircraft leasing and financing transactions may be familiar with and rely on reports that are based on a review of the FAA Aircraft Registry records. 1 Many people, however, may not realize that there are certain liens and interests that won t show up on such reports. In addition to being more difficult to uncover, in some case, these liens and interests are granted super-priority over interests that were previously recorded on the FAA Aircraft Registry. Only a limited number of liens and interests can be created and perfected on U.S.-registered civil aircraft equipment without recordation on the FAA Aircraft Registry. 2 Remarkably, three variations of one of the most common 9

categories of liens that attach to aircraft equipment mechanics liens 3 are not recordable at the FAA Aircraft Registry. This article will examine these three types of mechanics liens: (1) possessory mechanics liens; (2) liens over aircraft engines, propellers, appliances and spare parts; and (3) floating mechanics liens. The FAA Aircraft Registry and Recordable Mechanics Liens From its inception, the FAA Aircraft Registry was intended to be an all inclusive clearing house of liens and interests such that a person, wherever he may be, will know where he can find ready access to the claims against, or liens, or other legal interests in an aircraft. 4 No case has done more to bolster the convenience and efficiency of this centralized system than Philko Aviation, Inc. v. Shacket. 5 In Philko, the United States Supreme Court addressed the effect of failing to record the sale of an aircraft on the FAA Aircraft Registry. Based largely on a review of the legislative history of the Federal Aviation Act, the Court determined that federal preemption required that all interests [in aircraft] must be federally recorded in order to be valid. 6 Despite Philko s ostensibly unqualified holding, exceptions to this rule have developed for mechanics liens. To further confuse matters, the majority of courts and the Aeronautical Center Counsel (ACC), 7 which advises the public and FAA on aircraft registration matters, apply Philko s holding to some types of mechanics liens, but not to others. Prior to 1981, the FAA accepted all mechanics liens for recordation from lien claimants in all 50 states. However, in 1981, the ACC took the position that mechanics liens over aircraft 8 can only be recorded on the FAA Aircraft Registry if the state law creating the lien allows for the creation or perfection of such liens by recording. 9 The FAA Aircraft Registry was not created to legislate priorities among holders of various interests in aircraft, but rather it was designed to serve as a single national filing system for the recordation of documents evidencing title and security interests in civil aircraft. 10 The ACC currently maintains a list of the 37 jurisdictions that maintain recording statutes that satisfy the ACC s criteria. 11 It is important to emphasize that the preemption of the mechanics lien laws of those 37 jurisdictions by the Federal Aviation Act is very limited only the location for filing a lien statement to create and/or perfect such lien is Filing on the FAA Aircraft Registry alone does not ensure that a mechanic s lien is enforceable. preempted. 12 So, for example, even if the state mechanics lien law says to file a claim of lien or lien notice at the secretary of state s office, the county clerk s office, or some other state government location, the filing nonetheless also must be made at the FAA Aircraft Registry in Oklahoma City, Oklahoma. However, it is important to note that the Federal Aviation Act does not preempt other aspects of state law regarding the creation, nature, perfection, or priority of such liens. And while state law primarily controls mechanics liens over aircraft, the failure to file a lien created under the law of one of the jurisdictions on the ACC s list means that the lien is unperfected and also renders it unenforceable against third parties. However, filing on the FAA Aircraft Registry alone does not ensure that a mechanic s lien is enforceable. This is because state law still governs the enforceability of mechanics liens and, depending on the state s lien law, recording a mechanic s lien on the FAA Aircraft Registry may be insufficient to render it enforceable. For example, in Creston Aviation, Inc. v. Textron Financial Corp., a mechanic failed to comply with Florida s aircraft mechanics lien statute, which required the filing of a verified notice of lien for repairs in the county where the work was completed. 13 The mechanic, however, filed his lien on the FAA Aircraft Registry in Oklahoma City, and argued that compliance with the federal requirement preempted the state mechanics lien law. The case turned on whether the lien was valid and enforceable under state law. The decision cited several cases for the proposition that even under the Federal Aviation Act, matters touching on the validity of liens are determined by underlying State law. 14 In essence, Creston stands for the proposition that states may impose requirements, including local filing requirements, that affect the enforceability of aircraft liens. 15 The following is a review of the three types of mechanics liens: 1) Possessory Mechanics Liens In the opinion of the ACC, the Federal Aviation Act was intended to preempt state aircraft equipment lien laws as to the location of filing, and nothing more. 16 Accordingly, all matters of validity, enforceability, perfection and priority other than the physical place where a lien statement must be filed are governed by the relevant state law. The 10

The real danger to secured parties created by possessory mechanics liens is that under Article 9-333 of the Uniform Commercial Code (UCC), [a] possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise. majority of courts have followed the ACC s position and limited the preemptory effect of Philko in the context of mechanics liens, noting that they are of a character wholly different from a transfer of title or a financing transaction, which was at issue in Philko. 17 Thus, the clear majority position is that when state law allows for the creation of a lien without providing for the filing of such liens, no filing on the FAA Aircraft Registry is necessary. This concept is most germane in the context of possessory mechanics liens. Some, but not all, states recognize possessory mechanics liens. 18 As a matter of policy in states that recognize possessory mechanics liens, possession of the equipment by a mechanic is generally sufficient to perfect the mechanics lien because, like filing or recording, the possession itself puts future creditors or purchasers on notice that the property is encumbered. Accordingly, many possessory mechanics lien laws do not require a filing for validity or perfection of such liens. This fact highlights the importance of knowing the location of aircraft equipment that is the subject of a lease or finance transaction. Also, in several jurisdictions, creditors may prevent the attachment of possessory mechanics liens by furnishing mechanics with notice of their interest in the equipment prior to commencement of the repairs or provision of materials. However, the nature of possessory mechanics liens like all mechanics liens varies widely from state to state. The real danger to secured parties created by possessory mechanics liens is that under Article 9-333 of the Uniform Commercial Code (UCC), [a] possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise. Thus, in the absence of a statute to the contrary, a mechanic taking a lien by possession in a state recognizing possessory liens takes priority over a previously perfected mortgagee of the equipment. While most states follow the model UCC s super-priority rule, there are exceptions. Georgia, for example, protects the priority position of mortgagees against possessory mechanics liens so long as the mortgagees interest is perfected according to particular formalities. 19 2) Mechanics Liens Over Engines, Propellers, Appliances, and Spare Parts Surprisingly, for a recording system as comprehensive as the FAA Aircraft Registry, the FAA will not record mechanics liens over off-wing or spare aircraft engines, propellers, or any other uninstalled or spare aircraft parts or equipment. These liens, unaffected by Philko s holding, remain fully enforceable and perfectable security interests that are created and governed by state law. With floating mechanics liens, the cost to pay the mechanic and release the lien may far exceed the value of the equipment to which the lien has attached. The FAA s rationale for refusing to record mechanics liens over engines, propellers and spare parts is based on a variation in the language of Section 44107 of the Federal Aviation Act, which mandates the creation of a system for recording certain interests now referred to as the FAA Aircraft Registry. 20 Subsection 44107(a)(1) says that the FAA Aircraft Registry shall record conveyances that affect an interest in civil aircraft of the United States. 21 But subsection 44107(a)(2), which covers aircraft engines, propellers, appliances and spare parts, says that the FAA Aircraft Registry shall record leases and instruments executed for security purposes. 22 In 1981, the ACC concluded that the word conveyances includes mechanics liens, but that the phrase instruments executed for security purposes, does not. 23 Thus, while certain mechanics liens over aircraft are recordable at the FAA Aircraft Registry, such liens over engines, propellers, appliances and spare parts are not. 3) Floating Mechanics Liens At least one jurisdiction, Georgia, recognizes floating mechanics liens over aircraft equipment. Floating mechanics liens are noteworthy because of their potential to pose a much greater threat to interests in aircraft equipment in the states where they are recognized than other types of mechanics liens. A floating mechanics lien is one that attaches to equipment that comes into the possession of a mechanic who has not been paid for work previously performed on other property belonging to the debtor. 24 The debtor need not be the owner of the equipment. Unlike typical mechanics liens, the floating lien can attach to equipment that the mechanic has not repaired or for which it has not furnished materials. As a consequence, a floating lien can secure more than the value of the repairs done or materials 11

furnished with respect to any one piece of equipment. In other words, a floating lien for an amount representing every dollar that a debtor owes a mechanic could attach to a single piece of aircraft equipment, potentially wiping out the security interest of a prior perfected mortgagee. This creates a problem for secured lenders, particularly when a specific mechanic regularly performs work on a debtor s fleet. In many cases, a lender with a security interest that becomes subordinated to a mechanics lien usually by operation of the super-priority rules of UCC 9-333 will pay off the amount of the lien in order to avoid the mechanic foreclosing his or her lien because the lien is limited to the value of the repairs done on the equipment. Repairs generally increase the value of that equipment, meaning a secured party also benefits from them. But with floating mechanics liens, the cost to pay the mechanic and release the lien may far exceed the value of the equipment to which the lien has attached. Thus, a lender may find that its security interest is wiped out in a foreclosure sale to satisfy debts of the owner to the mechanic for work done to other equipment that the secured party does not benefit from. Knowing the location of the equipment involved in the transaction and the state(s) where mechanics have worked on it or furnished materials for it or may do so in the future is a vital aspect of assessing risk and protecting the priority of those that have, or may take, an interest in the equipment. Three types of floating mechanics lien laws allow for the creation of liens that may exist without being recorded on the FAA Aircraft Registry: (1) floating mechanics liens over aircraft engines, propellers, appliances and spare parts; (2) possessory floating mechanics liens that are not subject to a filing requirement; and (3) floating mechanics liens that are subject to a filing requirement, but where a lien has not attached yet this occurs when there is a pre-existing debt but the equipment has not yet come into the mechanics possession. In the latter case, a filing on the FAA Aircraft Registry will need to be made at the time the equipment comes into the mechanics possession, but until that time, the FAA Aircraft Registry will not reflect that the equipment may be subject to the existing obligations of the debtor to the mechanic. Conclusion Understanding that the FAA Aircraft Registry may not tell the whole story about the liens and interests over a piece of aircraft equipment is fundamental to accurately evaluating the risks involved in a particular aircraft financing or leasing transaction. Due diligence in this context requires more than a review of the FAA Aircraft Registry. Knowing the location of the equipment involved in the transaction and the state(s) where mechanics have worked on it or furnished materials for it or may do so in the future is a vital aspect of assessing risk and protecting the priority of those that have, or may take, an interest in the equipment. Because there is great variance in the state laws that control the creation, enforceability, perfection and priority of such liens every aspect other than the location for filing (if required), as well as how to locate them individual analysis of the relevant state mechanics lien laws is prudent for secured parties, lessors and potential creditors. For more information, contact: Tom Zimmer 415.743.6920 thomas.zimmer@hklaw.com Nathan Leavitt 415.743.6917 nathan.leavitt@hklaw.com toll free: 1.888.688.8500 1 The FAA Aircraft Registry means the registry of interests in civil aircraft equipment maintained by the FAA pursuant to 49 U.S.C. 44107 et seq. 2 In addition to certain mechanics liens, other interests over aircraft equipment that are created and perfected without recordation on the FAA Aircraft Registry include federal tax liens and liens arising under ERISA. See 29 U.S.C. 1368(a). 3 Unless otherwise indicated, the term mechanics lien is used to refer to the multitude of non-consensual security interests in title to personal property existing under state laws in favor of those performing work or supplying materials to repair or improve such personal property. These liens are also commonly referred to as artisans liens and materialmens liens. 4 Philko Avitaion, Inc. v. Shacket, 462 U.S. 406, 411 (1983) (quoting hearings before the House Comm. on Interstate and Foreign Commerce, 75 Cong., 3d Sess., p. 407 (April 1, 1938) (testimony of F. Fagg, Director of Air Commerce, Dept of Commerce)). 5 Id. (requiring all conveyances or transfers of interests in U.S. registered aircraft equipment to be registered on the FAA Aircraft Registry in order to be valid against third parties without notice). 6 Philko, 462 U.S. at 413. 7 The ACC is a division of the Federal Aviation Administration, Department of Transportation, responsible for advising the FAA and the public on matters regarding the registration of U.S. civil aircraft and the recordation of aircraft-related instruments. 12

8 Aircraft means any contrivance invented, used, or designed to navigate, or fly in, the air. This generally refers to an airframe and any then-installed engines or parts, but does not include an off-wing or spare engine or other spare parts. 49 U.S.C. 40102(a)(6); see generally 49 U.S.C. 40102. 9 46 Fed. Reg. 61,528 (Dec. 17, 1981) (reasoning that state not federal law must govern the recordability of such liens to assure uniformity and nondiscriminatory standards ). 10 In re Southern Air Transport, Inc., 511 F.3d 526, 532 (6th Cir. 2007); see also Haynes v. General Elec. Credit Corp., 432 F. Supp. 763, 765 (W.D. Va.), aff d, 582 F.2d 869 (4th Cir. 1978) (the goal of the FAA Aircraft Registry was to eliminate the confusion engendered by a multitude of state recording systems by providing a single national filing system for documents of the kind normally comprehended by state laws. Congress did not intend, however, to create affirmative priority of federally recorded interests as against the competing rights declared by state law. ). 11 See 70 Fed. Reg. 59,800 (Oct. 13, 2005) (noting jurisdictions in which mechanics liens can be recorded: Alaska, Arizona, Arkansas, California (general aviation only), Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wyoming and the Virgin Islands. It should be noted that this list of jurisdictions is subject to change at any time. 12 46 Fed. Reg. 61,528 (1981) (ACC opinion letter). 13 Creston Aviation, 900 So. 2d at 728-29. 14 Id. at 730 (quoting In re Holiday Airlines Corp., 620 F.2d 731, 733 (9th Cir. 1980)). 15 See 70 Fed. Reg. 53,707 (Sept. 9, 2005). 16 46 Fed. Reg. 61,528 (Dec. 17, 1981) (ACC opinion letter). 17 See, e.g., Southern Air Transport, 511 F.3d at 532-33 ( [A] possessory artisan s lien securing the value of expended materials and labor to enhance or restore the value of property is of a character wholly different from a transfer of title or a financing transaction evidenced by a document [(i.e., the issue in Philko)]. Furthermore, as a policy matter, we fail to see how an innocent third party is disadvantaged by an artisan s lien being accorded priority, even if such third party neglects to notice that the aircraft he is purchasing or securing as collateral is not in the possession of the seller or debtor. The artisan s lien primarily secures reasonable charges for the repairs or service of an aircraft-activities that enhance value. ). But see Southern Air Transport, Inc. v. Northwings Accessories Corp., 255 B.R. 715 (S.D. Ohio 2000) (holding that Philko required filing of possessory mechanics lien at FAA Aircraft Registry even though the FAA would not accept such filing because the state had no notice or filing requirement). 18 See, e.g., In re Tradewinds Airlines, Inc., 394 B.R. 614 (S.D. Fla. 2008) (noting that [p]ossession of an aircraft is legally insufficient to perfect a mechanics lien under Florida law ); but see generally Southern Air Transport, 511 F.3d at 532 (noting that possessory mechanics liens may be created by common law). 19 See Ga. Code Ann. 11-9-933 (providing that certain security interests take priority over certain liens, including possessory mechanics liens). 20 Memorandum, dated Feb. 13, 1986 and Apr. 8, 1993, U.S. Department of Transportation, Federal Aviation Administration, by Joseph R. Standell, Aeronautical Center Assistant Chief Counsel (interpreting 49 U.S.C 44107(a)(1) and (2) and 14 C.F.R. 49.31, 49.41, 49.51). See 49 U.S.C. 44107. 21 49 U.S.C. 44107(a)(1). 22 49 U.S.C. 44107(a)(2) (restricting equipment subject to recordation to (i) engines having at least 750 rated takeoff horsepower or its equivalent, (ii) propellers capable of absorbing 750 rated takeoff horsepower or its equivalent, and (iii) appliances and spare parts maintained by or for an air carrier holding a certificate issued under 44705 of the Federal Aviation Act). 23 46 Fed. Reg. 61,528 (Dec. 17, 1981). 24 See, e.g., Ga. Code Ann. 44-14-363. The Last Rivet Alan D. Reitzfeld We close this issue with a brief mention of the recent publication of the statements of Hon. Calvin L. Scovel III (DOT s Inspector General) and Katherine Siggerud (Managing Director of the GAO s Physical Infrastructure Team) addressing challenges facing the DOT. The statements, each approximately 20 pages, were issued in connection with March 10, 2009 testimony before the House Appropriations Committee s Subcommittee on Transportation, Housing and Urban Development, and Related Agencies. 1 Both statements address, among other things, various economic issues facing the DOT and discuss the approximately $48 billion in increased funding provided for the DOT under the American Recovery and Reinvestment Act of 2009. 2 Inspector General Scovel s statement is entitled Top Management Challenges Facing the Department of 13 Transportation. Among the topics discussed in his statement are: economic issues, improving oversight of aviation and surface transportation safety (including protecting against cyber security risks), maintaining highway and aviation trust funds, operating the national airspace system while transitioning to NextGen, and reducing aviation and surface transportation congestion. Managing Director Siggerud s statement is titled: Challenges Facing the Department of Transportation and Congress. The highlights section of the statement includes the following: This statement presents GAO s views on major challenges facing DOT and Congress as they work to administer recovery funds and reauthorize surface transportation and aviation programs. It is based on work GAO has completed over the last several years. GAO has made recommendations to DOT to improve transportation programs; the

agency has generally agreed with these recommendations. To supplement this existing work, GAO obtained information on the recovery funds provided to DOT. Among the topics discussed in Siggerud s statement are: economic issues, improving aviation and surface transportation safety, reducing transportation congestion and delays, and modernizing the ATC system and ensuring a safe transformation to NextGen. 1 DOT Oversight: Top Management Challenges & High Risk Series: Hearing Before the H. Appropriations Committee, Subcommittee on Transportation, Housing and Urban Development, and Related Agencies, 111th Cong. (March 10, 2009), Statement of Hon. Calvin L. Scovel III, Inspector General of Department of Transportation, Project ID: CC 2009 045 (available at: http://www.oig.dot.gov/streamfile?file=/data/pdfdocs/web_ FILE2_IG_Statement_for_March_10_2009.pdf) and Statement of Katherine Siggerud, Managing Director of General Accounting Office s Physical Infrastructure Team, GAO Report: GAO 09 435T (available at: http://www.gao.gov/new.items/d09435t.pdf). 2 Pub. L. No. 111 5, 123 Stat 115 (Feb. 17, 2009). For more information, contact: Alan Reitzfeld 212.513.3400 alan.reitzfeld@hklaw.com Holland & Knight Aviation Team Upcoming Events Alan Reitzfeld will be moderating a panel on 5 Key Recommendations to the DOT: A New Direction for Air Transportation in America at the Aviation on Trial program, sponsored by the ABA Section of Litigation and the New York City Bar. June 4 in New York City, New York, USA Anita Mosner will discuss the implications of the recent EU-US Open Skies Agreement at the annual meeting of the American Association of Airport Executives. June 14-17 at the Pennsylvania Convention Center in Philadelphia, Pennsylvania, USA David Harrington will be a co-chair and panelist at the American Conference Institute s Premier Forum on Defending and Managing Aviation Litigation, a defense counsel forum about the future of personal injury and wrongful death strategies for leading outside counsel and in-house counsel for manufacturers, carriers and insurers. June 23-24 at the Hyatt Regency Boston in Boston, Massachusetts, USA William Piels will be speaking about a Report from the International Registery Advisory Board (IRAB) Representatives at the ABA Aircraft Financing Subcommittee Meeting at the ABA Annual Meeting. July 31 - August 1 at the Sheraton Chicago Hotel & Towers in Chicago, Illinois, USA Alan Reitzfeld will be chairing a mock Mediation of Complex Aviation Accident Litigation at the Conference on International Aviation Liability & Insurance: In the Wake of the New Liability Conventions, sponsored by McGill University s Institute of Air & Space Law. October 31 in Montréal, Quebec, Canada Recent Events Anita Mosner spoke about airline consolidation at the 3rd Annual AirLaw Conference. She addressed matters such as legal issues in alliance agreements, current rules for ownership, consolidation impediments in the airline industry and the impact of EC Competition law on airline consolidation. Anita also chaired the second day of the conference. John Pritchard spoke on a panel called Cape Town Demystified, which discussed recent developments concerning the implementation of that Convention. May 18 at the Hyatt Regency The Churchill in London, England William Piels was a presenter on the topics of Structuring an Operating Lease (two days) and Lease Administration and Risk Management (one day) at the Operating Leases Training Seminar. May 12-14 at the Fontainebleau Hotel in Miami, Florida, USA Tom Zimmer spoke on Operating Leasing; John Pritchard spoke on the Cape Town Convention and on Structuring of Leases; Rick Crowley spoke on Tax Leasing and Bill Piels and Jim Rollins spoke on Airline Defaults and Bankruptcy at the New York School of International Aviation Finance. April 15-17 at the Roosevelt Hotel in New York City, New York, USA John Pritchard spoke about Legal Issues and Closing Legal Opinions at the seminar on The Cape Town Convention After Three Years sponsored by the UK Foundation for International Uniform Law, The Aviation Working Group (AWG), The Legal Advisory Panel to the AWG and The International Registry Advisory Board. He also co-chaired the seminar. Mr. Pritchard chaired the AWG Legal Advisory Panel Meeting which discussed its next booklets on Cape Town Legal Practice. These can be obtained through the AWG website: www.awg.aero. March 18-19 at Freshfields in London, England 14 Bob Craft spoke on developments in U.S. airline-liability law, including jurisdiction, forum non conveniens, and liabilities arising out of accidents, delays and alleged discrimination based on race, ethnicity, religion and disabilities, at the Patterson MacDougall Aviation Conference. February 19 at the Renaissance Hotel in Toronto, Ontario, Canada

About the Editors David J. Harrington David Harrington is a Partner in the New York Litigation Practice Group. Due to Mr. Harrington s experience as a former U.S. Navy carrier-based aviator, his practice is primarily focused on aviation law, including accident investigation and litigation. He is also well versed in handling all types of complex civil litigation, including multidistrict mass tort and product liability litigation. Christopher G. Kelly Christopher G. Kelly is the Litigation Practice Group Leader for the 30 member Litigation Group in New York. Mr. Kelly s practice focuses primarily on the defense of mass torts, toxic torts, federal and state court class actions (consumer, labor and privacy), contracts, product liability, and insurance coverage disputes. Mr. Kelly has represented aviation clients including Air France, Varig, and JetBlue Airways. Judith R. Nemsick Judith (Judy) R. Nemsick practices in the New York Litigation Practice Group. Her areas of practice primarily involve aviation, mass disasters, product liability and privacy rights. Ms. Nemsick has extensive experience with complex aviation disaster litigation and litigating claims governed by the Warsaw and Montreal Conventions. About the Authors John F. Pritchard John F. Pritchard is a Partner in the Structured Finance Group of Holland & Knight s New York office. With more than 20 years of experience in aircraft, equipment and facility finance, Mr. Pritchard is knowledgeable in all areas of asset-based financing and has concentrated on the representation of lessees, lessors, lenders, borrowers, and government guarantors in domestic and cross-border financings, securitizations, workouts and foreclosures. Jonathan M. Epstein Jonathan M. Epstein is a Partner in Holland & Knight s Washington, D.C. office. His practice focuses on international trade and aviation law. His trade practice includes advising clients in the aerospace, electronics, agrochemical, biochemical and other high-technology industries on export, import, and related trade issues. His aviation practice focuses on representing clients before the Federal Aviation Administration (FAA) and the Department of Transportation (DOT), and assisting clients in corporate jet transactions and structuring of corporate aircraft operations to comply with FAA regulations. Anita Mosner Anita Mosner is a Partner in Holland & Knight s Washington, D.C. office. She practices in the areas of aviation law, public policy and regulation, competition and international law. Her primary emphasis is on matters affecting the commercial aviation industry; she also has broad-based experience in handling policy and commercial matters in other modes of transportation. Sophy Chen Sophy Chen is an Associate in Holland & Knight s Washington, D.C. office. She represents airlines and other aircraft operators, airports, foreign civil aviation authorities, aerospace manufacturers, and aviation service and maintenance companies in a variety of aviation regulatory matters before the United States Department of Transportation and the Federal Aviation Administration. 15