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Docket #0734 Date Filed: 04/30/2019

18-13648-smb Doc 734-1 Filed 04/30/19 Entered 04/30/19 10:13:24 Exhibit A Pg 1 of 3

18-13648-smb Doc 734-2 Filed 04/30/19 Entered 04/30/19 10:13:24 Exhibit B Pg 1 of 84

Waypoint Leasing (Ireland) Ltd.8 RiverpointBishops Quay V94 WC6ALimerick,Ireland

Todd K. Wolynski

RE: Project Whiskey INVOICE NUMBER: 1100-19-02338

OUR REF: 1147938-0002 INVOICE DATE: 29 April 2019

For professional services for the period 1 March 2019 through 31 March 2019

USD

TOTAL PROFESSIONAL FEES: 2,186,213.00

COSTS AND DISBURSEMENTS: 22,124.07

TOTAL DUE: 2,208,337.07

PAYMENT INSTRUCTIONS Wire or ACH payment should be made to the account of White & Case LLP using the

following indications:

Currency: USD SWIFT/BIC: CHASUS33Bank Name: JPMorgan ChaseAccount Number: 301177137265ABA Number: 021000021

Please quote invoice number 1100-19-02338 in payment details. Alternatively, payment can be made via check to “White & Case LLP” as payee, referencing 1147938-0002 to our remittance address: White & Case LLP, 23802 Network Place, Chicago, IL 60673-1238.


RE: Project Whiskey OUR REF: 1147938-0002

Page 2 of 83

For professional services for the period 1 March 2019 through 31 March 2019

Summary of Services By Code

PHASE Description HOURS AMOUNT

ASSETANALY Asset Analysis and Recovery 24.10 17,525.00

ASSETDISPO Asset Disposition 3,017.40 2,122,592.00

EMP_FEEAPP Employee and Fee Applications 54.90 46,096.00

Grand Total: 3,096.40 2,186,213.00



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DATE DESCRIPTION TIMEKEEPER HOURS

1 March 2019 Discussions with M. Cruz and others regarding local counsel free submissions and W&C estimate for closing.

M Smith 1.30

1 March 2019 Conference call with Weil (M. Cruz and others) regarding WAC2 asset transfers (.50); MSN specific status call with Vedder and related follow-up (1.00); W&C core team conference on WAC2 transfers and general matters (.50); telephone call with M. Cruz and others in coordination of signing for documents (.60) supervise lease assignment process (1.60); review CHC follow-up to objection (.50); correspondence and discussions regarding PBH assignments (1.20); monitor and advise on local counsel coordination (2.30).

M Smith 8.20

1 March 2019 Review and respond to correspondence re form of documentation to be used with MSNs 1261 and 2066 (0.5); reviewing attachment of draft language proposed by Australian counsel (0.4); briefing to G Patterson re preparation of the first draft of the Novation and Amendment Agreement including agreeing process/drafting approach (0.4); thereafter meeting with G Patterson to review and amend the first draft (0.3).

A Beasley 1.60

1 March 2019 Exchange email with A. Foreman and M. Smith re: closing fee estimate (.2); confer with A. Foreman re: Frank Porter Co. authorization to act as ordinary course professional (.1).

R Graham 0.30

1 March 2019 Exchange email with T. Wolynski re: CHC leases. R Graham 0.70

1 March 2019 Call from A Beasley and G Patterson re: Australian novation and internal emails re: same (0.5); liaise Waypoint re: fees for Dutch confirmation statements (0.2); email exchange with Ecocopter re: letter of credit transfer and Banco de Chile contacts and discuss same with A Beasley (1.1); telephone call with Barclays re: MSN 20184 Letter of credit and follow up email to Barclays (1.1); internal emails re: CHC signing (0.3).

D Wright 3.20

1 March 2019 Coordinating production of draft deregistration powers of attorney for Australia-registered aircraft (0.5); review of insurance rider for MSN 41371 (0.3); coordinating upkeep of UCC filings (0.4); coordinating updating of ftp datasite (0.3); review of insurance rider for MSN 20161 (0.3); phone call with Weil to discuss WAC 2 transaction background and current status (0.5); review of local counsel requirements for Swedish-registered aircraft and related correspondence (0.9); coordinating signing logistics, related correspondence and related phone call with D.Grotts and R.Rigney (2.1); coordinating correspondence regarding sublease of MSN 4466 to Chilean operator (0.4); managing production of closing documents for MSN 20184 (0.4); oversight and review of production of revised draft assignment and assumption agreement for transfer of MSN 20184 and related correspondence with B.Fetterolf and Peruvian counsel (1.2); coordinating review of international registry filing worksheets (0.6); phone call with M.Smith and associate team to coordinate timing and latest transaction status and related correspondence (0.4); review of transaction correspondence (0.8).

M Abols 9.10

1 March 2019 MSN 36371 and MSN 41360 - Reviewing PW&C and JSSI maintenance agreements for assignability provisions, discussion with team on the same, correspondence with Canadian counsel in respect of assignability by an English / New York assignment and assumption agreement of a contract governed by Ontario law, correspondence with Waypoint on the same (1.0); MSN 1261 - reviewing correspondence from Australian counsel (0.5), initial internal discussion with Adrian Beasley on request for novation agreement and consequential changes required (0.3), drafting novation agreement (1.0), discussion with Adrian Beasley on drafted form (0.3),

G Patterson 4.30



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running mark-up and circulating to internal team (0.4); MSN 920150 - Handover with James Turner re: MSN 920150 (0.4); MSN 4517 Handover with James Turner re: MSN 4517 (0.4).

1 March 2019 Email correspondence with Eagle Copter (1.0); email correspondence with Canadian counsel (.4); prepare for and attend biweekly MSN specific call with Vedder Price (.9); call with B. Rigney and M. Abols (.4); call with CHC re transaction background (.5); calls re WAC 2 transfers (.6); email correspondence re MSN 2047 and sister aircraft with lessee (1.0); review comments to transaction documents from lessee (2.2); email correspondence with Collateral Agents re powers of attorney (.2); email correspondence with Vedder Price re CHC transfers (.2); review international registry filings (1.4).

D Grotts 8.80

1 March 2019 Aircraft specific conference call (0.8 hours); Telephone conversation with Ecocopter insurance broker re. revised insurance certificate (0.4 hours); Email communication with FAASA Aviación re. next steps for assignment (0.2 hours).

F Alvarez Gonzalez 1.40

1 March 2019 Briefing G. Patterson with respect to MSNs 36371, 41360 and 31295 (0.4); briefing G. Patterson with respect to MSNs 4517 and 1241 (0.4); Briefing G. Patterson with respect to MSN 920150 (0.4); liaising with JunHe, local counsel in China, with respect to local law documentation for MSNs 4517 and 1241 (0.4); email correspondence with lessee for MSN 4517 with respect to IDERAs and insurance certificate (0.3); liaising with A. Boscio regarding Nigerian local documents and Related Documents Assignment and Assumption Agreements for MSNs 36371, 41360 and 31295 (0.4); MSN specific status update call with Vedder Price (0.7); updating checklist for MSN 4571 (0.3); correspondence with collateral agent regarding MSNs 1241, 4517 and 920150 (0.2); emails with local counsel in Ireland regarding local documents for MSN 920150 (0.2).

J Turner 3.70

1 March 2019 Reviewed checklists, revised documents and coordinated with lessees and local counsel for MSNs 31141, 31255, 31418, 49029, 920047, 920117, 31578, 760543 and 760765.

J Bell 1.20

1 March 2019 Review SSAs prepared by Australian counsel and provide to VP (0.6); review status of each MSN and Norwegian release documents (0.9); chase Australian counsel on Form 27s; consider and review nationality declaration requirement in Norway; finalize RDAAAs for Australian MSN and send to CHC; call with CHC (0.4); update tracker for lessees (0.3); MSN-specific call with VP (0.8); review Novation Agreement for Mackay aircraft and provide to VP (0.3); coordinate signature pages to RDAAAs (0.4); consider requirement for revocation of Deregistration POAs for CHC and putting in place new POAs (0.4); discussions with VP on process/documentation following contact from Debevoise (0.4); discussions regarding nationality requirements for Norwegian aircraft (0.7).

B Kirkup 5.20

1 March 2019 Attention to correspondence from colleagues and client in respect of jurisdictional advice (including in respect of Mozambique, Spain, France and Italy) (1.9); attention to correspondence from colleagues with queries in respect of communications with Babcock (0.9); attention to correspondence from colleagues in respect of most recent agreed forms of Project Whiskey documentation (including release documentation) (1.2); responded to queries from Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 and in respect of communications with counsel in Mozambique, Spain, France and Italy (1.8); prepared for, and participated in, all parties MSN specific call (1.4); correspondence with French colleagues and Mozambique, Italian and Spanish counsel re: closing deliverables (0.8); reviewed, and commented on, closing checklists for MSNs 9205, 9229, 20181, 31576, 41357, 41359,

A Seliankina 8.40



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31588 and 31041 (0.4).

1 March 2019 Correspond with local counsel (Sweden and Peru) regarding closing deliverables (2.0 hours); coordinating signatures and preparing closing documents with respect to MSN 20185, 20191, 20184, 4466, 760764, 920062 and 920063 (8.6 hours).

H Lee 10.60

1 March 2019 Review checklist in preparation for call with local counsel (.5 hours); attend conference call with Moroccan local counsel (1 hour); revised closing checklists based on discussions with local counsel and draft correspondence with outstanding questions for Moroccan local counsel (.7 hours); review closing checklists in preparation of call with Norwegian local counsel (.5 hours); attend conference call with Norway local counsel (1 hour); review correspondence regarding outstanding issues for the release of mortgages in Norway (.6 hours); coordinated to provide lease documentation requested by local counsel with respect to MSN 49029 (.5 hours); draft correspondence to B. Kirkup (W&C) with respect to the Norwegian nationality registration requirements (.6 hours); coordinated with local counsel to respond to questions received from Vedder Price (1 hour); discussed purchasing structure for MSN 49029 with P. Alejandro (W&C) (.5 hours); draft email to Bel Air regarding operation of MSN 49029 following transfer of title (.6 hours); prepared initial drafts of the Bill of Sale, Assignment and Assumption Agreement and Related Documents MSN 920047 (2.5 hours); review correspondence regarding the execution of the Norwegian POAs by Waypoint and draft email summarizing status to local counsel (.5 hours); prepared signing instructions for documents that will need to be delivered to local counsel in Morocco for MSNs 31141, 31255 and 31418 (1.2 hours).

A Leal 11.70

1 March 2019 Participate in conference call between W&C and VP to discuss outstanding issues (0.7 hours). Review revised and execution drafts of local law documents prepared by Malaysian and PNG counsel and provide additional questions and comments re: outstanding items (2.7 hours). Coordinate with German counsel re: changes to local-law bill of sale (0.4 hours). Prepare signing instruction emails and execution versions for PNG and Malaysia documents (2.6 hours). Follow up with Malaysian counsel and lessee re: COR for MSN 760682 (0.5 hours). Review IR worksheets for Malaysia and PNG (0.4 hours). Review insurance certificates and provide comments to the same (1.9 hours). Coordinate with Collateral Agents re: documentation for release of existing security (1.7 hours).

P Ott 10.90

1 March 2019 Email correspondence with B.Fetterolf and T.Islei in respect of local law requirements for signing the de-registration and registration powers of attorney in respect of Taiwanese registered MSN 69048, 69076 and 69074 and attention to various action task emails (0.5); updates to Lessee Tracker and email correspondence with B.Ludwig and Y. Han in respect of the same (0.7); attending status update call between Vedder Price and White and Case (0.7).

Z Taher 1.90

1 March 2019 Call with Vedder to discuss outstanding issues for aircraft transfers (.7 hours); coordinate with Italian and Austrian local counsel regarding MSN 41371 registration (4.4 hours); review and revise insurance certificates for MSN 41371 and MSN 14786 (.9 hours); coordinate with FAA counsel re: the ESN for MSN 52398 and review documents for the aircraft and revise FAA Release (1.4 hours); coordinate with Bank of Utah and Wells Fargo as Owner Trustees in order to facilitate their execution of documents (2.3 hours).

J Kaplan 9.70

1 March 2019 Revise Capstone closing checklists (1.1); revise Air Greenland closing checklists (.9); revise NUH closing checklist (.4); revise HNZ closing checklists (1.2); revise ADAC and Northern closing checklists (.7); call with

A Karnikian 9.40



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Waypoint and Vedder (.7); revise documents for all German registered aircraft (2.3); draft correspondence to ADAC (.3); follow up with Wells Fargo (.2); draft correspondence to Northern (.3); revise ancillary documents and draft correspondence to Indonesian counsel (.9); call with Vedder Price (.4).

1 March 2019 Telephone conference with Lenee Green from Webber Wentzel re: status update on local law requirements (0.5); call and correspondence with Marte Hildal from Wiersholm re: clarification of local law requirement formalities (0.2); conference call with CHC re: status of documentation and signing process (0.5); prepare final versions of local law requirement documents and send to J. Bell to send to Omni Blu via Titan (2.2); correspondence with J. Turner re: status of certain local law requirement documents (0.4); correspondence with Bank of Utah re execution and notarization of certain Bank of Utah documents (0.3); call with J. Bell re: status update for each MSN (0.4); update closing checklist for MSNs 920117, 31578, 760543 and 760765 (1.7); revise AAA for MSN 31578 to incorporate VP comments and call John Munyion from VP to discuss VP comments and queries (0.5); call with B. Fetterolf re: status of local law POA execution process for aircraft in Norway (0.2); call with A. Lear re: same (0.2).

A Boscio 7.10

1 March 2019 Coordinate and compile checklist tracker (1.3); coordinate and lay out plan for closing room (1.4); attend WAC2 transfer call (0.5); attend MSN specific status call with Vedder Price (0.7); coordinate with P.Ott regarding Capstone and Sazma MSNs and attend to related correspondence regarding signatures and compilation of documents (1.2); attend to correspondence with Wells Fargo regarding signatures (0.5); attend to questions from team and deal related correspondence, including local counsel (4.4).

P Alejandro 10.00

1 March 2019 Review sale order and send related correspondence re: fees upon closing (0.7); Review the OCP order and send related correspondence to J. Kaplan (0.2).

A Foreman 0.90

1 March 2019 Status call with H. Lee (0.6 hours); Updated checklist for MSN 20185 (0.3 hours); reviewed updated swedish forms provided by Swedish counsel (0.1 hour); Updated assignment and assumptions agreements for MSNs 20185 and 20191 (1 hour).

R Llamo 2.00

1 March 2019 Prepare Leanardo signature page and attention to status of closing documentation.

B Ludewig 0.30

1 March 2019 Review, edit and circulate assignment and assumption agreements and related documents for MSNs 31407, 31498, 920113, 920141, 920152 and 920153 (1.9 hours).

S Chan 1.90

1 March 2019 Call with W&C associate re: status of various MSNs (0.1). T Edwards 0.10

1 March 2019 Coordinated and closed the MSN 20184 sale (2.8 hours); reviewed local law POAs (4.9 hours); reviewed key documents and closing checklists for USA-based MSNs (3.3 hours).

B Fetterolf 11.00

1 March 2019 Update lessee email tracker (0.2 hours). S Glendon 0.20

1 March 2019 Send emails to J. Bell and A. Boscio regarding the lessee email tracker (0.9 hours); communicate with the client with a newly updated lessee email tracker (0.4 hours); communicate with buyer's counsel (0.8 hours); communicate with the Mozambican counsel regarding the powers of attorney (POA) (0.5 hours); send reminder emails regarding the lessee

Y Han 7.00



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email tracker (0.7 hours); communicate with Spanish counsel regarding passport info, local law deliverables, and IR worksheets (1.1 hours); communicate with Italian counsel regarding local law deliverables (0.5 hours); revise the checklists of MSNs 20181 and 31576 (0.5 hours); revise the checklists of MSNs of 31588 (0.5 hours); revise the POAs of MSNs 31041 and 31576 (0.7 hours); communicate with French counsel regarding POAs (0.4 hours).

1 March 2019 Revise IDERA for MSN 3091 (0.5 hours); Revise IDERA for MSN 3445 (0.5 hours); Revise IDERA for MSN 4688 (0.6 hours); Revise IDERA for MSN 4780 (0.6 hours); Revise IDERA for MSN 4781 (0.6 hours); Revise IDERA for MSN 304934 (0.6 hours); send insurance riders to Hogan Lovell for drafting of insurance certificates (0.3 hours).

R Hughes 3.70

1 March 2019 Review lessee signature pages and revise closing checklist of MSN 41511 (0.2); review lessee signature pages and revise closing checklist of MSN 89007 (0.2); review lessee signature pages and revise closing checklist of MSN 920119 (0.1); review local counsel correspondence regarding an Assignment of Insurances with respect to MSN 41511 and revise the draft of the Related Documents Assignment and Assumption agreement accordingly (0.4); review local counsel revised drafts of Brazilian bills of sales and prepare for distribution to Vedder Price (1.8); revise closing checklist of MSN 2047 (0.1); revise closing checklist of MSN 2057 (0.2); revise closing checklist of MSN 760617 (0.1); revise closing checklist of MSN 760628 (0.2); revise closing checklist of MSN 760631 (0.1); revise closing checklist of MSN 760626 (0.1); Correspond with Brazilian local counsel with respect to Brazilian signing formalities and execution of the Lessee Notice for Lider Taxi aircraft (0.4); revise edits of local transaction documents for MSN 2047 (0.3); revise edits of local transaction documents for MSN 2057 (0.2); revise edits of local transaction documents for MSN 760617 (0.3); revise edits of local transaction documents for MSN 760628 (0.3); revise edits of local transaction documents for MSN 760631(0.2).

K Kinder 5.20

1 March 2019 Revisions to Assignment and Assumption Agreement for MSN 920273 (0.5); revisions to Assignment and Assumption Agreement for MSN 920281 (0.3); attention to lessee email tracker (0.8).

J Klein 1.60

1 March 2019 Review Bill for Sale for MSN 20185 to determine correct engine serial numbers (.1 hours); Review Bill for Sale for MSN 20191 to determine correct engine serial numbers (.1 hours); Review Bill for Sale for MSN 760764 to determine correct engine serial numbers (.1 hours); Review Bill for Sale for MSN 920062 to determine correct engine serial numbers (.1 hours); Review Bill for Sale for MSN 920063 to determine correct engine serial numbers (.1 hours); Review Bill for Sale for MSN 20184 to determine correct engine serial numbers (.1 hours). Edit RAAA, AAA, and DPOAs for MSN 920063 (.4 hours); Edit RAAA, AAA, and DPOAs for MSN 920062 (.4 hours). Edit AAA for MSN 4466 (.3 hours). Review signature pages for DPOA Revocation Letter (Lessee) and DPOA Revocation Letter (Sublessee) for MSN 920062 (.2 hours); Review signature pages for DPOA Revocation Letter (Lessee) and DPOA Revocation Letter (Sublessee) for MSN 920063 (.2 hours).

L Mesa 2.10

1 March 2019 Revise and send to Vedder Price Notice to Lessee of Assignment of Lessee Security Assignment with respect to MSN 31046 (0.2); revise and send to Vedder Price Notice to Sublessee of Assignment of Lessee Security Assignment with respect to MSN 31046 (0.1); revise and send to Vedder Price Notice to Sublessee of Assignment of Sublease with respect to MSN 31046 (0.1); revise and send to Vedder Price Effective Time Notice to Lessee of Assignment and Assumption agreement with respect to MSN 31308 (0.1); revise and send to Vedder PriceLessee Notice with respect to MSN 31406 (0.1); revise and send to Vedder Price Notice to Lessee of

J Ryu 1.00



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Assignment of Lessee Security Assignment with respect to MSN 31406 (0.1); revise closing checklist with respect to 31046 (0.1); revise closing checklist with respect to 31406 (0.1); revise closing checklist with respect to 31308 (0.1).

1 March 2019 Update all documents for MSN 1268, 6828 due to acquirer change, run redlines and circulate with VP. (2.1) changing the acquirer for MSNs 20179 20149 (0.5) Draft bill of sale for MSN 31458, run redlines and circulate (0.3) update checklists 1268, 6828, 20179, 20149, 31458, 760533, 760551, 760581 (2.8) draft signature pages for 6828 and 1268 (0.3) updating lessee tracker (0.4) drafting instructions to Juniors for signature pages ( 0.7).

Y Riachy 7.10

1 March 2019 Review UCC Continuation acknowledgment (0.2); update chart and database per M. Abols (0.2).

J Leong 0.40

1 March 2019 Attention to signature page preparation. T Boulger 0.20

1 March 2019 Attention to drafting closing checklist master tracker (1.3); attention to compiling relevant documents to Owner Trustees as signatory (2.2); attention to preliminary set of physical closing room and other logistical matters in relation to closing (2.9); attention to drafting signature page packets to signatories of closing documents and filing of executed pages (0.6).

M Sciascia 7.00

2 March 2019 Correspondence regarding PBH assignments (.50); correspondence regarding WAC2 transfers (.40); review proposed response to CHC and related correspondence (.60); supervise lease assignment process (1.70); correspondence with core team regarding signature process (.40).

M Smith 3.60

2 March 2019 Exchange email with T. Wolynski and R. Likely re: CHC leases and cure issues (.6); comment on and revise lease dispute resolution agreement (4.3).

R Graham 4.90

2 March 2019 Drafting buyer instruction letters for MSN 31046 and 31406 and review / check drafts (1.2); liaise Vedder Price re: same (0.1); drafting seller instruction letter for 31046 and liaise NRF and Vedder Price re: same (0.8); review comments re MSN 31046 instruction letter from Vedder Price and address same (0.3); various emails to Wells Fargo re Dutch requirements / apostilling / Certificate of good standing and to LC bank for Ecocopter (0.6); review and further revise updated French Power of Attorney and Dutch Power of Attorney and liaise with B Fetterolf re: same (0.8); check CAA documents status and follow up with Vedder Price (0.3); emails to Akin Gump / A Han Chon (0.5).

D Wright 4.60

2 March 2019 Review of Waypoint spreadsheet for transfer data in response to Weil request for missing information for transferred contracts (0.7); management of preparation and distribution of signatures pages to T.Wolynski in Atlanta and related correspondence (0.8); coordinating drafting of substitute guarantee for WAC 2 CHC aircraft (0.3); coordinating status update tracker and communications regarding local law powers of attorney (1.7); review of trackers and correspondence regarding status of same (0.7); coordinating correspondence with counsel for various WAC facilities (0.2); review of transaction correspondence and preparation of related responses (2.3).

M Abols 6.70

2 March 2019 Revise MSN 31498 Assignment and Assumption Agreement (1.9); email correspondence with VP re same (.3).

D Grotts 2.20

2 March 2019 Updating closing checklists for MSNs 36371, 41360 and 31295 (0.6); updating closing checklist for MSN 920150 (0.3); correspondence with K.

J Turner 1.60



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Mulhern (local counsel in Ireland) re: local registration requirements for MSN 920150 (0.1); updating documentation to be signed by the existing lessors for MSNs 4517 and 1241 (0.3) and coordinating signature with B. Federolf; MSNs 36371, 41360 and 31295 (0.3).

2 March 2019 Reviewed documents and signature pages (1.0); correspondence with local counsel and lessee re 31578 (0.3).

J Bell 1.30

2 March 2019 Summarize status of Norwegian outstandings. B Kirkup 0.80

2 March 2019 Liaised with client regarding MSN 31041 and the CPs required in Mozambique in respect thereof (0.9); liaised with B. Fetterolf re: Waypoint PoAs and communications with ALG re: the same (0.3).

A Seliankina 1.20

2 March 2019 Coordinating signatures and preparing closing documents with respect to MSN 20185, 20191, 20184, 4466, 760764, 920062 and 920063 (3.6 hours).

H Lee 3.60

2 March 2019 Review draft instructions for junior associates for the physical closing (.8 hours); distribute signature page packets with underlying documents copying correct counsel and owner trust (.4 hours); review and update closing checklists for aircraft assigned to me and flag open items to the rest of my closing team (1.5 hours).

J Kaplan 2.70

2 March 2019 Draft instructions for juniors on physical closing and attend to related correspondence (0.9); attend to correspondence regarding commencement of leases (0.1); compile WAC8 documents and attend to related correspondence (0.5).

P Alejandro 1.50

2 March 2019 Draft insurance rider for MSN 31492 (0.8 hours). S Chan 0.80

2 March 2019 Reviewed local law POAs and related documents (5.5 hours). B Fetterolf 5.50


2 March 2019 Communicate with buyer's counsel regarding French powers of attorney (POAs) (0.5 hours); communicate with A. Seliankina regarding AAAs, POAs, and local deliverables, among others (0.9 hours); review the emails from lessees and update the lessee email tracker (0.5 hours).

Y Han 1.90

2 March 2019 Draft Insurance Rider with respect to MSN 920047 (2.0). K Kinder 2.00

2 March 2019 Attention to lessee tracker. J Klein 0.30

2 March 2019 Compile updated signature page to AAA for MSN 20191 (.2 hours); compile updated signature page to AAA for MSN 20185 (.2 hours).

L Mesa 0.40

2 March 2019 Go through physical closing instructions email and discussing changes with P. Alekhandro (0.2) updating lessee tracker (0.2) updating Checklists 1268, 6828, 7172, 7152, 4469 (0.5).

Y Riachy 0.90

3 March 2019 Monitor local counsel correspondence (.80); supervise lease assignment process (2.10); further correspondence regarding PBH arrangements and related analysis (.70).

M Smith 3.60

3 March 2019 Prepare for call (.2) and confer with T. Wolynski and R. Likely re: CHC R Graham 1.10



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leases and cure issues (.9).

3 March 2019 Review further signature page requirements for Netherlands (0.4); prepare email to B Fetterolf re: same (0.4); review extensive instructions and prepare a consolidated note for closing team of steps to be complied with (1.4); further instructions to B Fetterolf re: signing instructions for France (0.6); review / working on ancillary documents for Babcock France / MSN 57207 - review draft DPOA prepared by J Klein (0.7); review draft documents for MSN 920273 and mark-up corrections / changes re: same (0.7); review same for 920291 / 20012 / 20022 and 20025 (1.3); revise finalise same and email exchanges with J Klein (1.2).

D Wright 6.70

3 March 2019 Consideration of open issues pertaining to the assignment of maintenance contracts and related correspondence with M.Smith (2.1); review of trackers and related correspondence following-up on open items (1.4); correspondence regarding signing logistics for various powers of attorney and coordinating status updates for local law powers of attorney (0.5); coordinating drafting of WAC 2 replacement CHC guarantee (0.2).

M Abols 4.20

3 March 2019 Revise closing checklist for MSN 20159 (.4); email correspondence with lessee for MSN 20159 (.2); revise closing checklist and internal correspondence for MSN 760626 (.4); revise insurance certificate for MSN 89007, 41511 and 920113 (.5); review Vedder Price comments to MSN 89007 assignment and assumption agreement (.7); review Vedder Price comments to MSN 89007, 41511 and 920113 local law documents (.6).

D Grotts 2.80

3 March 2019 Updating closing checklists for MSNs 1241 and 4517. J Turner 0.50

3 March 2019 Attention to correspondence re MSN 31578. J Bell 0.10

3 March 2019 Consider Subordination Deeds for 31319 and 31320 and email VP (0.9); email to Australian counsel re Deregistration POAs and CASA Form 27s (0.2).

B Kirkup 1.10

3 March 2019 Liaised with Everett and colleagues in respect of the Mozambique conditions precedent and the proper form of bill of sale.

A Seliankina 0.60

3 March 2019 Coordinated with local counsel to respond to questions received from Vedder Price regarding the declaration of ownership (.3 hours); discussed status of the Moroccan POAs for MSNs 31141, 31255 and 31418 via email with B. Fetterof (W&C) (.4 hours).

A Leal 0.70

3 March 2019 Coordinate with lessee and Italian local counsel regarding MSN 41371 (.7 hours); review executed signature pages and discuss how to compile with junior associates (1.0 hours).

J Kaplan 1.70

3 March 2019 Attend to local law power of attorney open issues (.6); review open items for German aircraft (.4); review open items for Philippine aircraft (.5); review open items for Indonesian aircraft (.6).

A Karnikian 2.10

3 March 2019 Attend to correspondence relating to physical room setup instructions (0.2); request labels for physical room (0.1); compile checklists into master tracker and attend to related correspondence (2.1).

P Alejandro 2.40

3 March 2019 Reviewed local law POAs and coordinated with supervising associates (6.7 hours); reviewed closing checklists for USA based MSNs (1.7 hours).

B Fetterolf 8.40




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3 March 2019 Review correspondence from lessee and revise draft of Bill of Sale for MSN 760631 (0.2); revise draft of local law Bill of Sale for MSN 760631 (0.2); discuss updated closing approach of MSN 760626 with D. Grotts (0.2); prepare execution version of the Assignment and Assumption Agreement of MSN 760626 and prepare signature packets (0.4); update checklists of all Brazilian registered aircraft and send email to Vedder Price in anticipation of conference call following morning (1.2).

K Kinder 2.20

3 March 2019 Attention to lessee email tracker (0.5); internal call re status updates (0.3); attention to Bills of Sale for MSNs 20012, 20022, 20025 (0.3); attention to Babcock Assignment and Assumption Agreements (0.4).

J Klein 1.50

3 March 2019 Revise closing checklist with respect to MSN 6655 (0.1); revise closing checklist with respect to MSN 6658 (0.1); revise closing checklist with respect to MSN 920125 (0.1); revise closing checklist with respect to MSN 920231 (0.1); revise closing checklist with respect to MSN 20012 (0.4); revise closing checklist with respect to MSN 20022 (0.4); revise closing checklist with respect to MSN 20025 (0.3); revise closing checklist with respect to MSN 920273 (0.4); revise closing checklist with respect to MSN920281 (0.3); revise closing checklist with respect to MSN 57207 (0.1); revise closing checklist with respect to MSN 31046 (0.3); revise closing checklist with respect to MSN 31406 (0.3); revise closing checklist with respect to MSN 31308 (0.4).

J Ryu 3.30

3 March 2019 Attention to drafting master closing checklist tracker. M Sciascia 0.80

4 March 2019 Telephone call with R. Graham and A. Foreman regarding CHC objection and review of related materials (.80); telephone call with T. Wolysnki regarding same (.20); Bi-weekly status update call (Vedder, Macquarie, Weil and Waypoint) (.50); Waypoint and W&C core team pre-call (.50); correspondence and discussions regarding McCay aircraft in Australia and other special situations (1.80); telephone call with P. Ott regarding Malaysian matters (.30); supervise lease assignment and related documents assignment process (1.50); discussions and correspondence regarding preparation for physical closing (1.90).

M Smith 7.50

4 March 2019 Telephone call with K. Di Blasi, R. Leman and M. Cruz regarding fee estimate for closing, local counsel fee estimates, post-closing work scope, etc. (.60); draft, discuss and revise e-mails to local counsel regarding request for estimates and post-closing work (2.10).

M Smith 2.70

4 March 2019 Review J. Burton's email re: CHC lease issues (.2); confer with J. Conte (Weil) re: same (.3); confer with A. Foreman re: same (.4); confer with M. Smith re: same (.4); confer with J. Conte and T. Wolynski re: same (.2).

R Graham 1.50

4 March 2019 Emails to/from D Spivey re: UK registered aircraft (0.3); UK Civil Aviation Authority form emails to Wells Fargo's counsel re: WAC 1 / WAC 6 / WAC 3 and WAC 8 facilities (1.2); respond to questions from G. Patterson (0.2); further tel call w. J Klein and J Ryu (0.2); call with Morgan Stanley re: Ritzville Letter of Credit (0.2); email to Ritzville seek required authorisations (0.1); liaise with GCH re: LC transfer and further emails to/from GCH (0.7); mark up ANZ Letter of Credit and email to ANZ re: same (0.7) emails to/from Dutch counsel re: status / originals / CAA forms (0.6); prepare detailed email to Babcock re: ancillary documents for Offshore / Onshore aircraft (1.3); liaise with A Karnikian re: VPs' email re: UK registered mortgage over MSN 6828 and call A Karnikian re: same (0.6); call with J Ryu and J Klein (0.4); email exchange with VP re DPOA requirements (0.3).

D Wright 6.80

4 March 2019 Internal Waypoint and White & Case meeting to discuss transaction status M Abols 13.20



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(0.5): bi-weekly status call with Macquarie, Waypoint, White & Case and Weil and related follow-on correspondence (0.5); meetings and discussions and review of related drafts and correspondence with B.Fetterolf and R.Hughes regarding powers of attorney, board minutes and convening a meeting of the relevant directors of each entity for signature and authorization of relevant documents (3.7); coordinating production of Maltese board meeting minutes (0.3); preparation of correspondence regarding signing logistics (2.1); coordinating revisions to IR worksheets and related correspondence (0.4); coordinating staffing and preparation and logistics for closing (2.4); review of Swedish local law issues and requirements and related correspondence (0.8); phone cal with counsel to WAC 2 agent and related follow-up (0.9); coordinating production of short list of outstanding items for closing (0.6); review of general transaction correspondence (1.0).

4 March 2019 MSN 9205 reviewing draft documents prepared by Alain Han Chon re the DGAC (2.0); responding to queries from Alain Han Chon and other emails re: drafts prepared by A. Chon (1.0).

S Swaminathan 3.00

4 March 2019 MSN 920150 - Reviewing and updating check list (1.0), correspondence with Lessee (0.2), correspondence with Vedder Price on outstanding items (0.3), correspondence with Irish counsel and Wells Fargo, arranging execution of documents (0.2); MSN 4517 and 1241: Reviewing and updating checklists (1.0), correspondence with Chinese counsel and lessees on outstanding items (0.5), correspondence with Wells Fargo (0.2), arranging execution of documents (0.3), correspondence with VP on status of items (0.5), reviewing correspondence (0.3), reviewing execution versions (0.3), giving instructions to Ben Ludewig (0.5); MSN 1241 - Reviewing correspondence (0.2), giving instructions to Ben Ludewig (0.3), correspondence with Wells Fargo on documents to be executed (0.2); MSN 36371, MSN 41360 and 31295 - Reviewing correspondence (0.8), correspondence with lessees and Nigerian counsel (1.0), following up with relevant parties on outstanding items (0.6), reviewing and updating checklists (2.5), correspondence on status with Vedder Price (0.8), liaising with parties for relevant signature pages for execution (0.7).

G Patterson 12.40

4 March 2019 Email correspondence with Brazilian and Canadian counsel re fee estimate (.4); internal conference re Brazil registered aircraft (.5); revise Assignment and Assumption Agreements for MSNs 760617, 760628 and 760631 (1.0); revise Assignment and Assumption Agreement, Related Documents Assignment and Assumption Agreement, Sublease Amendment and Acknowledgment of Guarantee for MSN 41511 (.6); revise Assignment and Assumption Agreement, Related Documents Assignment and Assumption Agreement, Sublease Amendment and Acknowledgment of Guarantee for MSN 89007 (.6); revise Assignment and Assumption Agreement, Related Documents Assignment and Assumption Agreement, Sublease Amendment and Acknowledgment of Guarantee for MSN 920119 (.5); email correspondence with lessee re same (.5); email correspondence with lessees re signature pages (.6); revise MSN 31498 Assignment and Assumption Agreement (.3); email correspondence with lessee re same (.1); call with Mayer Brown re WAC 2 transfers (.5); biweekly pre-call with Waypoint (.5); biweekly call with W&C, Waypoint, Macquarie and Vedder Price (.5); revise MSN 31492 insurance rider (.5); call with Vedder Price re Brazil aircraft (.5); review requirements for transfer of WAC 2 aircraft registered in Brazil and Canada (.4); email correspondence re local counsel fee estimates (.5).

D Grotts 8.50

4 March 2019 Follow-up with FAASA re. Assignment Agreement for MSN 3077 (0.3 hours); Prepare revised Chilean POA, including ALG comments (0.4 hours); Review draft reinsurace certificate for MSN 20161 and send to VP for their sign-off (0.2 hours); Review draft DPOAs for Babcok España/Galicia sent by Spanish counsel (0.5 hours); Review draft




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insurance certificates for Babcock Galicia/España and send to VP for their review (0.6 hours); Follow up with Helicol reg. Assignment Agreement and related documents (0.3 hours); Follow up with Ecocopter re Assignment Agreement and Insurance Certificate (0.3 hours); Attention to email re. transaction (0.5 hours).

4 March 2019 Call with G. Patterson regarding MSN 31295 regarding execution of documents by the owner trustee and collateral agent (0.2); call with G. Patterson regarding lessee comments on MSN 31295 lease assignment documentation (0.1); liaising with G. Patterson regarding IDERA for MSN 190250 (0.1); emails with G. Patterson regarding signing process (0.1); emails with G. Patterson regarding collateral agent counsel (0.1); email to J. Bell regarding maintenance related documents assignments (0.1).

J Turner 0.70

4 March 2019 Reviewed checklists, revised documents and coordinated with lessees and local counsel for MSNs 31141 (1.0), 31255 (1.0), 31418 (1.0), 49029 (1.0), 920047 (0.8), 920117 (1.0), 31578 (1.0), 760543 (1.0) and 760765 (1.0).

J Bell 8.80

4 March 2019 Correspondence from local counsels setting out all outstanding items review and follow up with each party and draft/review relevant and related documentation (2.8); chase all documentation and signatures (0.5); review and coordinate delivery of all outstanding Norwegian deliverables including POAs, Opinions etc. (0.6); review checklists from Australian counsel on open items (0.8); preparing Termination and Amendment Agreements for Mackay and new Guarantee including CASA Forms and signature packs (1.1); update all CHC AAAs and RDAAAs with new language (0.3); consider MSN 920022 and ability to transfer (0.6); call with WAC 2 Purchaser and Counsel (0.5); review revised Norway Opinion (0.3).

B Kirkup 7.50

4 March 2019 Correspondence with Y. Han and B. Fetterolf re: Italian governed bills of sale and signing formalities (0.6); attention to correspondence from colleagues and client in respect of jurisdictional advice (including in respect of Mozambique, Spain, France and Italy) (0.7); attention to correspondence from colleagues with queries in respect of communications with Babcock (0.4); responded to queries from Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 and in respect of communications with counsel in Mozambique, Spain, France and Italy (1.7); prepared for, and participated in, call with Waypoint re: status update (0.9); prepared for, and participated in, all parties call re: status update (0.7); correspondence with French colleagues and Mozambique, Italian and Spanish counsel re: closing deliverables (2.4); reviewed, and commented on, closing checklists for MSNs 9205, 9229, 20181, 31576, 41357, 41359, 31588 and 31041 (1.7); liaised with Bank of Utah (as owner trustee) re: MSN 31041and participated in call re: the same (1.1); updated drafts of bills of sale for MSN 3157 and 30141 and sent the same to Waypoint (0.4); updated drafts of the lease assignment and assumption agreements for MSNs 9205, 9229, 20181, 31576 and 31588 (0.8).

A Seliankina 11.40

4 March 2019 Correspond with lessees regarding closing deliverables (1.2); correspond with local counsel (Sweden and Peru) regarding closing deliverables (2.1); coordinating signatures and preparing closing documents with respect to MSN 20185 (1.0), 20191 (1.0), 20184 (1.0), 4466 (1.1), 760764 (0.9), 920062 (1.1) and 920063 (1.1).

H Lee 10.50

4 March 2019 Discussed declaration of nationality with J. Munyon (VP) (0.5 hours); discussed the release of mortgages with J. Bell (W&C) (0.6 hours); discussed status of the documentation for MSN 920047 with B. Kirkup (W&C) (0.5 hours); attend conference call with Wells Fargo and Mayer Brown to discuss the WAC 2 sale documentation (1 hour); discussed comments to the requirements for the transfer under Moroccan law with G.

A Leal 9.40



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Lemerhyeratte (Kettani) via email (1.2 hours); discussed outstanding issues with respect to MSN 49029 with B. Kirkup (W&C) (0.5 hours); discussed comments from Vedder Price to the Declaration of Ownership with P. Thomren (WH) (0.5 hours); compiled execution versions of the Assignment and Assumption Agreement, Transfer Agreement, Powers of Attorney and Bills of Sale for MSN 31141, 31255 and 31418 and prepared correspondence to each relevant party for execution and delivery of originals (1 hour); discussed execution by Wayponint with M. Woflson (Waypoint) and B. Fetterof (W&C) (0.7 hours); draft correspondence to Mayer Brown regarding outstanding documents to be executed by Wells Fargo in connection with the transfer of MSN 920047(1 hour); updated closing checklist for MSNs 31141, 31255, 31418, 49029 and 920047 (1.4 hours); discussed status of insurance deliverables for MSNs 49029, 31141, 31255 and 31418 with J. Bell (W&C) (0.5 hours).

4 March 2019 Review incoming signed documents and coordinate with local counsel re: execution formalities and issues with executed documents (1.7 hours). Discuss MSN 760612 COR issues internally and with Waypoint and Malaysian counsel (0.6 hours). Review comments to German-law bill of sale from German counsel and discuss the same with VP (0.4 hours). Prepare execution versions and signing instructions for release documents and coordinate with collateral agent re: the same (2.7 hours). Prepare signing instructions for Waypoint team re: local law documents (2.1 hours).

P Ott 7.50

4 March 2019 MSNs 79076, 79074 and 79048: Preparation of email to P. Lin at Lee and Li (Taiwan counsel) with respect to the de registration and registration documents required, originals and the filings in general (0.6); email correspondence with Lessee with respect to insurance riders and insurance / reinsurance brokers (0.7); email correspondence with Emman at Erif (insurance providers) with respect to revisions to insurance certificate (0.8); further email correspondence with the Lessee with respect to filings with the CAA (0.8); further email correspondence with Patricia Lin at Lee and Li (Taiwan counsel) with respect to de-registration and registration filings (0.6); email correspondence with B. Ludewig with respect to physical closing instructions and preparing execution versions; attention to emails from M. Abols and W&C team (1.1); preparation of status update email for R. Rigney at Vedder Price with respect to Taiwanese MSNs 69074, 69076 and 69048 (1.2).

Z Taher 5.80

4 March 2019 Meeting with B. Fetterolf and J. Lee to discuss status of outstanding items and priority next steps (1.4 hours); pre-biweekly call meeting with Waypoint and W&C to discuss open items and status (.5 hours); biweekly call with W&C, Weil, Macquarie, Vedder and Waypoint to discuss open items and status (.5 hours); coordinate responses to questions from client regarding hard copy documents and signature pages sent to leasing conference (2.4 hours); respond to questions from junior associates regarding signature pages (2.1 hours); coordinate with Austrian and Italian local counsel regarding MSN 41371 transaction (1.1 hours); coordinate with FAA counsel regarding US aircraft closing deliverables (.7 hours); coordinate signature page execution for W&C team (2.1 hours).

J Kaplan 10.80

4 March 2019 Revise closing checklist for Air Greenland (1.4); revise closing checklists for HNZ (1.6); revise closing checklists for Capstone (1.8); revise closing checklist for PT National Helicopters (.4); revise closing checklist for ADAC (.3); revise closing checklist for Northern (.5); revise draft agreements for distribution to ADAC (.6); follow up with Indonesian counsel on open queries (.4); follow up with Vedder Price on outstanding comments (.2); follow up with Wells Fargo and review comments to Wells Fargo documents (.4); prepare signature pages and ancillary documents for execution by Capstone (.7); call with G. Patterson regarding MSN 36458 (.3); call with Waypoint regarding MSN 36458 (.6); follow up with German counsel (.3); draft correspondence to KPMG regarding Philippine law

A Karnikian 11.30



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queries (.1); review status of insurance certificates (.2); call with D. Wright regarding MSN 31458 (.2); review HNZ insurance certificates (.4); update lessee tracker (.9).

4 March 2019 Draft RDAAA for MSN 760765 (4.1); coordinate execution process for local law documents for MSN 920117, 31578, 760543 and 760765 (3.4); revise closing checklists for MSN 920117, 31578, 760543 and 760765 (3.3); draft lessee consent for the MSN 920117 RDAAA (1.1); coordinate signature pages for MSN 920117, 31578, 760543 and 760765 (6.4).

A Boscio 18.30

4 March 2019 Conferred with P. Ott regarding Capstone and Sazma MSNs and attended to related correspondence (0.5); revised lessee tracker (0.2); attended to correspondence with respect to team member questions on execution and organization of documents and other deal related matters (1.9); attend pre-call with Waypoint and A. Seliankina, M. Abols, J. Kaplan, M. Smith and team members (0.5); attend biweekly call with W&C, Waypoint, Macquarie and VP (0.5); add new team member to email distribution lists (0.1); coordinate with A. Farol for upload to FTP site of documents (0.1); compile checklist tracker and confer with M. Siascia regarding the same (2.1); instruct team on physical closing room steps and layout and attend to related correspondence (1.8); confer with R. Concha and assist with layout of physical closing room (0.5); update internal tracker and attend to related correspondence regarding updated drafts of documentation (1.1); attend to executed signature pages and store (0.2).

P Alejandro 9.50

4 March 2019 Confer with R. Graham and M. Smith re: CHC cure agreement. A Foreman 0.40

4 March 2019 Followed up with lenders' counsel with respect to the engine swap documentation MSN 20052 (0.1 hrs).

J Godly 0.10

4 March 2019 Closing walk through meeting (0.4); prepare execution versions of documents for Nigerian/Irish/Taiwanese/Chinese aircraft documents and correspondence with deal teams re closing documentation (7.3).

B Ludewig 7.70

4 March 2019 Call with D. Grotts, K. Kinder, J. Munyon, and D. Spivey regarding the assignment and assumption of Brazil registered aircraft (0.5 hours).

S Chan 0.50

4 March 2019 Preparation of closing room (0.5); review of final form documents for MSN 3077, MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469, MSN 20161, MSN 31100 (0.7); review of insurance certificates for MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469 (0.3); review and redline of draft Irish WAC POAs (0.5); updated lessee correspondence tracker for MSN 3077, MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469, MSN 20161, MSN 31100(0.2).

T Edwards 2.20

4 March 2019 Reviewed local law POAs and relevant board minutes to prepare for board meeting (11.3 hours); discussed closing checklist for MSN 41371 with supervising associate (1.4 hours).

B Fetterolf 12.70

4 March 2019 Attend closing room walk through (0.5 hours); update lessee email checklist (0.2 hours); discuss closing procedures and execution version documents with K. Kinder (0.5 hours).

S Glendon 1.20

4 March 2019 Communicate with the French counsel regarding powers of attorney (POAs), bills of sale (BOS), and assignment and assumption agreement (AAA) among other items (1.1 hours); communicate with buyer's counsel

Y Han 13.50



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regarding local law correspondence among other items (0.9 hours); communicate with B. Fetterolf regarding seller's POAs (0.9 hours); update the lessee email tracker (0.7 hours); communicate with Babcock regarding insurance certificates (0.5 hours); communicate with Mozambican counsel regarding IDERAs and Irrevocable POAs (0.9 hours); draft the deregistration POAs (DPOAs) for MSN 41357 (1.8 hours); draft the DPOAs for MSN 41359 (0.8 hours); draft the Eurocontrol letter of MSN 41357 (0.8 hours); draft the Eurocontrol letter of MSN 41359 (0.6 hours); draft the IDERAs of MSNs 41357 and 41359 (0.8 hours); draft the DPOA of MSN 20181 (2.1 hours); draft the DPOA of MSN 9205 (1.6 hours).

4 March 2019 Meet with M. Abols and B. Fetterolf on drafting board minutes for granting POA (0.8 hours); Review and revise Board Minutes drafted by ALG for 20 Waypoint subsidiaries conferring with M. Abols, and closing teams as necessary (8.5 hours); Draft Board Minutes for WAC1G (0.7 hours).

R Hughes 10.00

4 March 2019 Prepare for and call S. Glendon to receive update on NY office meeting regarding physical closing procedures and discuss next steps for closing Brazilian aircraft (0.4); prepare for and meet with D. Grotts to discuss Brazilian aircraft closing deliverables (0.8); revise draft of the Amendment to Sublease for MSN 41511 (0.4); revise draft of the Amendment to Sublease for MSN 920119 (0.3); update closing checklist for MSN 920119 (0.2); update closing checklist for MSN 89007 (0.1); update closing checklist for MSN 41511 (0.1); update closing checklist for MSN 760626 (0.1); prepare Omni lessee documents for distribution to senior associate (0.3); prepare documents for distribution to Vedder Price and distribute Omni documents to VP (0.5); signature packets review and update closing files and update checklists (0.5); call with Vedder Price and D. Grotts to discuss Brazil signatures (0.6); revise draft of the Acknowledgment of Assignment of Guarantee of MSN 89007 (0.2); revise draft of the Acknowledgment of Assignment of Guarantee of MSN 41511 (0.4); Omni Revised Related Documents Assignment and Assumption Agreement - review lessee comments and revise draft of 41511 (0.4); review lessee signatures to local transaction documents for MSN 920119 (0.1); review lessee signatures to local transaction documents for MSN 89007 (0.1) review Vedder Price comments and revise draft of the Amendment to Sublease of MSN 89007 (0.4); review Vedder Price comments and revise draft of Deed of Guarantee of MSN 2047 (0.6); revise draft of Deed of Guarantee of MSN 2057 (0.4).

K Kinder 6.90

4 March 2019 Status call with internal team (1.1); revisions to lessee tracker (0.9); attention to MSN 31046 (0.6); correspond with Babcock and VP re AAAs for MSNs 920273 and 920281 (0.7); correspond with CHC re MSN 31308 (0.8); revisions to RDAAA for MSN 31308 (0.8); correspond with CHC and VP teams re RDAAA for MSN 31308 (0.6); send all documents, redlines for MSNs 920273 and 920281 to VP team (0.7); correspond with internal team re signature pages (1.2); internal call with team (0.3); correspondence re Eurocontrol and EU ETS Letters for MSNs 20012, 20022, 20025 w/ VP (0.8).

J Klein 8.50

4 March 2019 Prepare the executed documents and update the closing checklist for MSN 41371 (1.5 hours); discuss closing items with J. Kaplan and B. Fetterolf (1.4 hours).

J Lee 2.90

4 March 2019 Edit Beneficial Interest Assignment and Assumption agreement for MSN 20184 (.6 hours); compile executed Local Bill of Sale and update checklist for MSN 20185 (.4 hours); compile executed Local Bill of Sale and update checklist for MSN 20191 (.3 hours); Edit checklist for MSN 760764 (.1 hour); Edit Assignment of Beneficial Interest for MSN 4466 (.2 hours); Update checklist for MSN 920062 (.1 hour); update checklist for MSN 920063 (.1 hour).

L Mesa 1.80



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4 March 2019 Prepare and attend closing team call (1.2); revise closing documents with respect to MSN 57207 (1.0); revise closing documents with respect to 20012 (1.0); revise closing documents with respect to MSN 20025 (1.0); revise RDAAA and the RDAAA notices with respect to MSN 31406 (0.5); revise RDAAA and the RDAAA notices with respect to 31046 (0.4); revise RDAAA and the RDAAA notices with respect to MSN 31308 (0.4); revise closing documents with respect to MSN 6655 (0.2); revise closing documents with respect to MSN 6658 (0.2); revise closing documents with respect to MSN 920231 (0.2); revise closing documents with respect to MSN 920125 (0.3); revise closing documents with respect to MSN 20022 (1.0); revise AAA with respect to MSN 31046 (0.4); revise AAA with respect to MSN 31046 (0.2).

J Ryu 8.00

4 March 2019 Revise Related Documents Assignment and Assumption Agreement for MSNs 31319 (1.1 hours) and 31320 (1.1 hours). Revise Australian Civil Aviation Safety Authority forms for MSN 1261 (.9 hours) and MSN 2066 (1.1 hours). Revise Board Minutes with respect to MSNs 31588 (.6 hours), 69048 (.7 hours), 6828 (.8 hours), 31576 (.6 hours), and 52707 (.5 hours).

M Werkneh 7.40

4 March 2019 Revise the french documents and formalities for the DGAC. A Chan Hon 1.10

4 March 2019 Amending CAA forms. J Charteris-Black 0.70

4 March 2019 Assist A. Boscio with the preparation of the signature pages. R Carlon 0.60

4 March 2019 Read emails and correspondences and updating checklists accordingly (MSNs 7172, 7152, 4469, 20149, 20179, 760533, 760551 and 760581) (2.9); physical room walk through (0.6); Update call with supervising associate (0.2); compiling documents for MSNs 7172, 7152, 4469, 760533, 760551 and 760581 (1.0).

Y Riachy 4.70

4 March 2019 Review documents to be uploaded to FTP site (0.6); delete older versions of documents (0.8); rename and upload current documents to FTP site (2.8).

A Farol 4.20

4 March 2019 Draft closing checklist master tracker (7.3); coordinate preliminary set of physical closing room and other logistical matters in relation to closing (1.6); file and courier of original executed signature pages (0.9).

M Sciascia 9.80

5 March 2019 Discussions with Waypoint, Weil and W&C core team regarding Cape Town filings and related schedule of msns plus additional comfort (1.30); meeting with P. Alejandro to review closing room set-up and related discussions on closing logistics (.80); meeting with O. Althoff and M. Wolfson to discuss status and open items (.50); discussion with Cayman counsel regarding requested information for closing (.30); review powers of attorney received and discuss signing process with M. Abols (.70); supervise lease and related documents assignment process and analyze special situations (2.80); correspondence and discussions internally regarding CHC settlement proposal (.70).

M Smith 7.10

5 March 2019 Review T. Wolynski and C. Knott's comments to CHC letter agreement (1.2); analyze and add comments to same (2.7).

R Graham 3.90

5 March 2019 Confer with A. Foreman re: fee estimation and reporting. R Graham 0.20

5 March 2019 Attention to Dutch aviation authority forms - review Dutch counsel instructions / update forms / liaise CHC (0.7); MSN 6828 - telephone call with CAA re: VP's question regarding mortgage registration (0.4); prepare

D Wright 3.10



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mortgage discharge form and liaise with Vedder Price re: same (0.6); email exchange with Vedder Price re: Dutch aviation authority forms x 4 (.7); email exchange with Dutch counsel regarding WAC 2 transfer of MSN 31431 and with J Klein re: tracker queries (0.7).

5 March 2019 Participation in board meetings for various Waypoint entities to approve powers of attorney and minutes for aircraft transfers and related preparation and follow-up (2.6): phone call with Weil and A&L Goodbody to coordinate Irish release documentation and related follow-up (0.7); conference call with Vedder Price to discuss status of transfer documentation for all leased assets (1.2); discussions with M.Wolfson and B.Kirkup to discuss issues with MSN 920022 and related correspondence with Weil (1.4); organizing execution and signing authority and procedures (3.7); review of transaction correspondence and drafting related correspondence addressing open issues and associate questions on logistics for closing (4.4).

M Abols 14.00

5 March 2019 MSN 9205 - reviewing draft documents sent by the New York office concerning the aircraft and the checklists (2.5); MSN 9205 - drafting email re lease structure (1.1); MSN 9205 – reviewing the assignment and assumption agreement and sending comments (1.4); MSN 9205 – drafting emails and attention/response to emails re missing DGAC Documents (1.0); MSN 57207 – discussions with Alain Han Chon re missing documents and instructing him accordingly plus attention/response to emails in respect of this aircraft (1.0).

S Swaminathan 7.00

5 March 2019 MSN 31295 - Reviewing release documents and correspondence with Nigerian counsel on Deed of Revocation (0.4); MSN 1241 - Reviewing correspondence and circulating executed officer's certificate to Chinese counsel (0.3); status call on each MSN with Vedder Price & W&C team (1.2); reviewing and updating checklists, liaising with lessees on outstanding items, correspondence with Nigerian counsel, chasing on original signature pages to be delivered to Nigeria, correspondence with Collateral Agent on Deed of Revocation, reviewing correspondence, updating Lessee tracker, giving instructions to Ben Ludewig, reviewing RDAA in relation to maintenance programme and correspondence in relation to assignment of maintenance programme for MSN 36371, MSN 41360 and MSN 31295 (Nigeria) (3.2); reviewing, updating and circulating checklists to relevant parties, reviewing and amending dereg POAs and Letters to CAAC, correspondence with Lessee on insurances and outstanding items, correspondence with PRC counsel, correspondence with Wells Fargo, reviewing and commenting on documents received, following up on outstanding items, circulating documents to Chinese counsel, updating lessee tracker and giving instructions to Ben Ludewig for MSN 4517 and 1241 (2.8); Reviewing insurance certificates and circulating to VP for review, updating tracker and checklist, reviewing correspondence and giving instructions to Samuel Chan for MSN 920150 (0.7).

G Patterson 8.60

5 March 2019 Update lessee tracker/substantive issue list (.8); call with Canadian counsel (.4); call with lessee re 920143 (.3); email correspondence with local counsel re MSN 920143 (.2); biweekly call with VP re MSNs (.8); email correspondence with lessee re MSN 920143 (.4); email correspondence with Vedder Price re MSN 920143 (.6); email correspondence with local counsel re MSN 920143 (.3); prepare and send emails to collateral agents re Brazilian law filings (4.2); email correspondence with Waypoint and VP re 920143 (.2); revise MSNs 2047, 2057, 760617, 760628 and 760631 assignment and assumption agreements (.5); correspondence with lessee re same (.5).

D Grotts 9.20

5 March 2019 Aircraft Specific call with Waypoint, VP and Macquarie (1.0 hours); Prepare revised versions of the IDERAs, including Babcock comments, for Babcock




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España and Galicia MSNs (1.2 hours); Prepare revised versions of the Eurocontrol Letters, including Babcock comments, for Babcock España and Galicia MSNs (1.1. hours); Draft Eurocontrol Revocation Letters, for Babcock España and Galicia MSNs (1.8 hours); Prepare revised insurance certificate for MSN 20161 (0.5 hours); Prepare revised closing checklists for Babcock España and Galicia MSNs (0.9 hours); Follow up with Helicol re. Assignment Agreement (0.2 hours); Follow up with FAASA re. closing (0.2 hours); Review revised version of AAA sent by Helicol for MSN 31100 (0.2 hours); Attention to emails re transaction (0.5 hours).

5 March 2019 Calls with A. Leal and A. Boscio re checklist status (2.5); call with Vedder Price (1); confirmed signature pages (1.2); revised RDAAAs (1); coordination and correspondence with purchaser counsel, internal teams, local counsel and lessees re MSNs 31141, 31255, 31418, 49029, 920047, 920117, 31578, 760543 and 760765 (5.7).

J Bell 11.40

5 March 2019 Coordinate execution of signature pages (1.6); review updated Mackay insurance certificates (0.2); update Lease Termination and Amendment Agreement and issue execution version (0.9); follow up on process for MSN 920022 and discussions with Mark Wolfson (2.1); review Kenyan deliverables and consider new POA (0.6); review email correspondence from Australian and Norwegian counsel (0.8); prepare execution versions of all documents; discussions re execution of Deed of Release (0.2); MSN-specific call with VP (1.1); call with Jo Gianni at Norton Rose (0.4).

B Kirkup 7.90

5 March 2019 Corresponded with client re: correspondence with Everett, call with Everett and conditions precedent under the laws of Mozambique for MSN 31041 (0.9); attention to correspondence from colleagues, client and Everett in respect of jurisdictional advice (including in respect of Mozambique, Spain, France and Italy) (2.3); responded to queries from Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 and in respect of communications with counsel in Mozambique, Spain, France and Italy (2.2); corresponded with R. Llamo and H. Lee re: forms of documentation (including guarantor acknowledgement of guarantee assignment) (0.4); prepared for, and participated in, call with Everett re: the assignment of the lease in respect of MSN 31041 and the Mozambique law requirements in connection thereto, as well as the necessity to issue a new insurance certificate in favor of the new owner (0.9); prepared for, and participated in, pre-closing call with ALG, Weil, W&C and Waypoint (0.7); prepared for, and participated in, MSN specific status call between W&C, Waypoint, Vedder Price and Macquarie (1.3); liaised with ALG re: release agreements in respect of WACs 1, 3, 6 and 8, as well as the IR works sheets (0.4); reviewed comments provided by Vedder in respect of the assignment and assumption agreement for MSN 9205 and liaised with French colleagues re: the same, as well as updated the draft of the same (0.6); liaised with Mozambique counsel re: discussions with IACM re: grounding risk (0.9); liaised with Babcock/Hogan Lovells re: fee estimates (0.1).

A Seliankina 10.70

5 March 2019 Correspond with lessees regarding closing deliverables (1.8 hours); correspond with local counsel (Sweden and Peru) regarding closing deliverables (2.6 hours); coordinating signatures and preparing closing documents with respect to MSN 20185 (0.9), 20191 (1.0), 20184 (0.9), 4466 (0.9), 760764 (0.8), 920062 (0.9) and 920063 (0.9).

H Lee 10.70

5 March 2019 Discussed certification of nationality with Norwegian local counsel (.8 hours); coordinated with B. Fetterof for the delivery of certain original lease documentation (.9 hours); revised bill of sale for MSN 49029 based on comments received from Vedder Price (.2 hours); draft correspondence to Norwegian local counsel regarding execution of the certification of ownership (.7 hours); discussed comments to the Power of Attorney to be

A Leal 10.40



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executed by Wapoint with respect to MSN 920047 with M. Casey (Waypoint) (.5 hours); discussed comments to the POA with respect to MSN 920047 with M. Abols (W&C), B. Kirkup (W&C) and B. Fetterof (W&C) (.8 hours); draft officer's certificates to be executed by Waypoint and TPVX with respect to MSNs 31141, 31255 and 31418 (1.5 hours); discussed Certification of Ownership with J. Munyon (VP) (.5 hours); draft correspondence to local counsel regarding execution of the certification of ownership (.4 hours); review signing instructions circulated by P. Alejandro (W&C) (.6 hours); draft correspondence to Mayer Brown regarding outstanding issues and documentation to be delivered in connection with MSN 920047 (1.2 hour); discussed status of the various deliverables for MSNs 31141, 31255, 31418, 920047 and 49029 with J. Bell (1 hour); review signature pages provided to TPVS and Waypoint for MSNs 31141, 31255, 31418, 920047 and 49029 (1.3 hour).

5 March 2019 Participate in conference call with VP to discuss outstanding issues (0.8 hours). Coordinate with Waypoint and Malaysian counsel re: MSN 760612 COR (0.4 hours). Coordinate with Wells Fargo re: execution of Malaysian and PNG documents (1.5 hours). Coordinate with Malaysian and PNG counsels re: execution issues and final executed documents (1.9 hours).

P Ott 4.60

5 March 2019 Email correspondence with J.Kaplan with respect to signature pages for Taiwanese MSNs 69074, 69076 and 69048 (0.5); multiple email correspondence with M.Abols and B. Fetterolf with respect to re-execution of Taiwanesee powers of attorney and board meeting (WAC 1 and WAC 5) (2.1), review of board minutes, mark up in respect of the same and call with B.Fetterolf in respect of the same (0.9); further correspondence with B.Fetterolf in respect of signing formalities for the Taiwanese powers of attorney(0.2); email correspondence with P.Lin at Lee and Li (Taiwan counsel) with respect to fee estimate; and attention to email action items and trackers (1.9).

Z Taher 5.60

5 March 2019 Prepare for and take notes during call with lessee and local counsel regarding MSN 41371 (1.1 hours); MSN specific call with W&C and Vedder to discuss all aircraft transactions (1.0 hours); draft AAAs for MSN 41371 based on call with lessee and local counsel (2.6 hours); coordinate responses to questions from client regarding hard copy documents and signature pages sent to leasing conference (3.1 hours); respond to questions from junior associates regarding signature pages (1.6 hours); email request to Austrian and Italian local counsel regarding MSN 41371 new documentation (.6 hours); coordinate signature page execution for W&C team (1.7 hours).

J Kaplan 11.70

5 March 2019 Review execution version documents for Air Greenland (.6); review execution version documents for Northern (.7); review execution version documents for ADAC (.6); review DPOA revocation letters from Indonesian counsel (.5); call with Vedder, Macquarie and Waypoint regarding MSN status update (.8); prepare for MSN specific call (.7); review Philippine local counsel emails and follow up on open queries (.6); update lessee tracker (.7); follow up with Wells Fargo (.3); review draft documents from ADAC (.4); review execution version documents for HNZ (.6); prepare signatures for Macquarie (.7); review signature pages (1.1); contact local counsels for fee estimates (.3).

A Karnikian 8.60

5 March 2019 Follow up on queries by Vedder Price (.7); review and revise execution versions for Northern (.4); review and revise execution versions for Capstone (1.1).

A Karnikian 2.20

5 March 2019 Review correspondence concerning MSN 41371. A Oseasohn 0.20



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5 March 2019 Coordinate execution of originals of signature pages to go to local counsel for MSNs 920117, 31578, 760543 and 760765 (4.7); revise RDAAAs for MSN 31578, 760765 and 920117 and send to J. Bell for her review and VP for sign-off (3.2); revise closing checklists for MSNs 920117, 31578, 760543 and 760765 (1.9); draft Quiet Enjoyment Letters for MSNs 31578 and 760543 (2.2).

A Boscio 12.00

5 March 2019 Complete compilation of checklist tracker and confer with M. Sciascia regading the same (2.5); attend MSN specific call and confer with client regarding issues (1); confer with P.Ott regarding Capstone and Sazma MSNs and attend to related local counsel correspondence (1.3); respond to team questions and attend to deal related correspondence (1.8); coordinate closing room set up and attend to original signature pages (0.4); organize Capstone folders for physical closing (0.2).

P Alejandro 7.20

5 March 2019 Review February proforma to ensure billing entries conform to bankruptcy guidelines (2.2); Confer w/ R. Graham re: same (0.3).

A Foreman 2.50

5 March 2019 [MSN 21048] Prepared checklist (0.4 hours); Circulated local counsel correspondence to Vedder Price (0.2 hours); Prepared status update email for H. Lee (0.2 hours); reviewed L. Mesa's updates to the MSN 20191 checklist (0.2 hours); Circulated correspondence and had internal calls with H. Lee and/or L. Mesa re next steps, status of various items and questions on specific documents (0.6 hours).

R Llamo 1.60

5 March 2019 Attention to closing deliverables and correspondence re same (3.9). B Ludewig 3.90

5 March 2019 Review signature pages received from TVPX, Wells Fargo and Bank of Utah for MSNs 920150, 31492, 31498, 31407, 920113, 920141, 920152 and 920153 (0.9 hours); Update closing checklist and correspondence with local counsel for MSN 31492 (0.6 hours).

S Chan 1.50

5 March 2019 Updated Lessee tracker to reflect communications with lessee for MSN 31100 (0.2); correspondence regarding closing processes (0.1); reviewed and prepared AAAs, RDAAAs, Lessee Notices and Assignment of Guarantee Notices for MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469, MSN 20161 (3.5).

T Edwards 3.80

5 March 2019 Reviewed POAs, local law POAs, board meeting minutes, signature pages, and board entity structures in preparation for the execution of POAs and send related correspondence re:same (15.3 hours); reviewed closing checklist for MSN 20184 (1.3 hours).

B Fetterolf 16.60

5 March 2019 Update lessee email tracker (0.1 hours); discuss closing procedure and executed documents with J. Kaplan and J. Lee (0.5 hours); discuss closing procedure and executed documents with, and collect original signature pages from, H. Lee (0.4 hours); compile executed FAA release for MSN 52310 (0.1 hours); compile executed Bill of Sale for MSN 52310 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52310 (0.1 hours); compile executed FAA release for MSN 52318 (0.1 hours); compile executed Bill of Sale for MSN 52318 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52318 (0.2 hours); compile executed FAA release for MSN 52320 (0.1 hours); compile executed Bill of Sale for MSN 52320 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52320 (0.1 hours); compile executed FAA release for MSN 52321 (0.1 hours); compile executed Bill of Sale for MSN 52321 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52321 (0.1 hours); compile executed FAA release for MSN

S Glendon 4.30



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52322 (0.1 hours); compile executed Bill of Sale for MSN 52322 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52322 (0.2 hours); compile executed FAA release for MSN 52354 (0.1 hours); compile executed Bill of Sale for MSN 52354 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52354 (0.1 hours); compile executed FAA release for MSN 52398 (0.1 hours); compile executed Bill of Sale for MSN 52398 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 52398 (0.1 hours); compile executed FAA release for MSN 53595 (0.1 hours); compile executed Bill of Sale for MSN 53595 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 53595 (0.1 hours); compile executed FAA release for MSN 53914 (0.1 hours); compile executed Bill of Sale for MSN 53914 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 53914 (0.1 hours); compile executed FAA release for MSN 53916 (0.2 hours); compile executed Bill of Sale for MSN 53916 (0.1 hours); compile executed assignment and assumption agreement lessee notice for MSN 53916 (0.1 hours).

5 March 2019 Communicate with Mozambican counsel regarding IDERAs (2.5); communicate with Italian counsel regarding Deregistration POAs (2.3); communicate with French counsel regarding incumbency certificates (2.7); communicate with Wells Fargo (0.7); communicate with Everett and Babcock (3.5); update the lessee email tracker (1.0); update the checklists of MSN 9205 (0.7).

Y Han 13.40

5 March 2019 Draft Board Minutes for Waypoint Malta (0.8 hours); Draft Board minutes for WL 8A US, conferring with B. Fetterolf, and H. Lee (3.2 hours); prepared closing folders (1.3 hours); confer with M. Abols and B. Fetterolf on signing for Waypoint Malta (0.8 hours); correspond with B. Fetterolf and F. Alvarez on corporate documents needed for local law requirements in Colombia (0.7 hours); drafted signature pages for Eurocontrol Revocation letters (0.5 hours); Confer with A. Selinkina on Spanish Bills of Sale (0.2 hours); draft minutes and POA for WAC 2, corresponding with J. Bell, M. Abols, and B. Fetterolf as needed and arranged board meeting for execution with Weil (3.5 hours).

R Hughes 11.00

5 March 2019 Prepare execution version of Assignment and Assumption Agreement of MSN 20159 (0.1); prepare execution version of Lessee Notice of MSN 20159 (0.1); prepare execution version of Bill of Sale of MSN 20159 (0.1); prepare execution version of Assignment and Assumption Agreement of MSN 760626 (0.2); prepare execution version of Lessee Notice of MSN 760626 (0.1); prepare execution version of Bill of Sale of MSN 760626 (0.1); correspond with local Brazilian counsel regarding local law bills of sales and missing transaction documents (0.6); prepare Assignment and Assumption Agreements and Deeds of Guarantees for MSNs 2047 and 2057 and distribute to Vedder Price (0.7); correspond with Waypoint and review Short Term Lease and other recent lease transaction documents with respect to MSN 920143 (0.5); Prepare updated signature pages of Lessee Notices for MSNs 760617, 760628 and 760631 and correspond with Wells Fargo Trust Company to coordinate execution (1.2); prepare draft insurance certificates of MSNs 760617, 760628 and 760631 and revised bills of sales for MSN 760631 for distribution to Vedder Price (0.3); update closing checklists of MSNs 760617, 760628 and 760628 (0.4); prepare for and participate in conference call with Dentons Canada regarding Canadian AOG aircraft closing deliverables (0.6); prepare for and meet with D. Grotts to discuss next steps for Brazilian registered aircraft and Canadian AOG aircraft (0.3); review signature pages of new lessor distributed by Vedder Price (0.2); revise closing checklist of MSN 760626 (0.1); update closing data room with signature pages of MSN 760626 (0.2); update Lessee Email Tracker with respect to lessees operating in Brazil (0.4); correspond with P. Alejandro regarding approved method with

K Kinder 6.30



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Vedder Price for dating agreed form closing documents (0.1).

5 March 2019 Revisions to lessee tracker (0.8); organize signature pages and corresponding documents (4.1).

J Klein 4.90

5 March 2019 Compile executed versions of pre-closing items for the Rotorcraft MSNs and MSN 14786 (3.2 hours); update the checklists for the Rotorcraft MSNs and MSN 14786 (2.1 hours).

J Lee 5.30

5 March 2019 Update checklist for MSN 20184 (.2 hours); Save signature pages for MSN 920062 (.3 hours); Save signature pages for MSN 920063 (.2 hours); Update Lessee tracker for all MSNs (.2 hours). Compile tracker of received signature pages for MSN 20185 (.1 hours); Compile tracker of received signature pages for MSN 20191 (.1 hours), Compile tracker of received signature pages for MSN 4466 (.1 hours); Compile tracker of received signature pages for MSN 920062 (.1 hours); Compile tracker of received signature pages for MSN 920063 (.1 hours); Compile tracker of received signature pages for MSN 20184(.1 hours); Edit closing checklist for MSN 920063 (.4 hours); Edit closing checklist for MSN 920063 (.3 hours); Edit checklist for MSN 20191 (.5 hours). Edit AAA, CAA IDERA Request form, DPOA Revocation Lessee and DPOA Revocation sublessee for MSN 920062 (.3 hours); Edit AAA, CAA IDERA Request form, DPOA Revocation Lessee and DPOA Revocation sublessee for MSN 9200623 (.3 hours).

L Mesa 3.30

5 March 2019 Review the Operator Security Assignment to confirm it should be included in the RDAAA with respect to MSN 31406 (0.8); review RDAAA with respect to MSN 31046 (0.2); review RDAAA with respect to MSN 31308 (0.2); prepare closing documents with respect to MSN 31406 (0.2); prepare closing documents with respect to MSN 31046 (0.1).

J Ryu 1.50

5 March 2019 Prepare signature page packets with respect to MSN 31042 (1.2 hours), 31319 (.8 hours), and 31320 (.9 hours). Revise Related Documents Assignment and Assumption Agreement with respect to MSNs 31319 (1.2 hours), 31320 (1.4 hours), and 31444 (1.2 hours). Draft Assignment of Beneficial Interest with respect to MSN 920022 (.8 hours).

M Werkneh 7.50

5 March 2019 Liaising with the DGAC regarding the French documents (0.4); Updating the list of missing information (1.1); Liaising with the NY office and the London office (0.5); Completing the forms with the received addition information (0.9).

A Chan Hon 2.90

5 March 2019 Read emails and correspondences and updating checklists accordingly1268 6828 20149 20179 4469 7152 7172 31458 36458 760533 760551 760581 and 20223 (1.2) prepare execution versions for all key documents for MSNs 1268 6828 20149 20179 4469 7152 7172 31458 36458 760533 760551 760581 and review after Supervising associate's comments (3.9) compile signature pages for all key documents of 7172 7152 4469 (2.2) update signature pages for 20179 and 20149 (0.2).

Y Riachy 7.50

5 March 2019 Review documents to be uploaded to FTP site (0.6); delete older versions of documents (0.8); rename and upload current documents to FTP site (4.0). Prepare activity log and send to P. Alejandro and D. Grotts (0.2).

A Farol 5.60

5 March 2019 Index signature pages. T Boulger 2.60

5 March 2019 Draft closing checklist master tracker (5.5); compile executed and drafted signature pages (2.1); compile document set in connection with CHC as signatory (0.5).

M Sciascia 8.10



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6 March 2019 Correspondence with A&L Goodbody regarding cape town filings and engine substitutions together with related analysis (1.50); conference call with Weil and Waypoint regarding closing procedures and open items and continuing internal discussions regarding same (.80); correspondence and discussions regarding MSN 920022 in Norway (1.20); correspondence with Weil (V. Nemunaitis and others) regarding release of DIP liens, etc. (.40); discussions with M. Cruz, M. Abols and others regarding assignment of manufacturer agreements together with related correspondence (1.90); preparation for closing of Macquarie sale (2.20).

M Smith 8.00

6 March 2019 Prepare fee and expenses estimate for purposes of Macquarie closing and obtain same from local counsel (2.60).

M Smith 2.60

6 March 2019 Review C. Knott's comments to CHC letter agreement; analyze and add comments to same (1.9); confer with M. Smith re: same (.2); confer with R. Kebrdle re: same (.1); confer with J. Conte (Weil) re: same (.2); confer with T. Wolynski re: same (.1).

R Graham 2.50

6 March 2019 Attention to numerous overnight e-mails (0.7); calls with A Chan Hon re: DGAC requirements (0.4); liaise WAC3 collateral agent team re: DGAC forms (0.4); review instructions from M Abols re: WAC 2 MSN 31431 (0.5.); email exchange with Dutch Counsel re: beneficial interest sale for MSN 31431 (0.4); telephone call with Barclays TMO team re MSN 20184 letter of credit (0.4); email exchanges with CHC and S Swaminthan re: IDERA signing forms and various DGAC queries, respectively and telephone call with S Swaminathan (1.6); review completed lease summary forms requested by DGAC and liaise HL re: same (0.6); call with Hogan Lovells (0.4); review / asisst with WAC2 queries from A Leal / J Bell re MSN 920047 documents (0.4).

D Wright 5.80

6 March 2019 Review of transaction correspondence and preparation of related correspondence (2.8); phone call regarding board of directors call to approve minutes and powers of attorney and related discussions with R.Hughes (0.4); phone call with Weil to discuss MSN 920022, closing logistics and assignment of maintenance contracts and related follow-on discussions (0.9); discussions with P.Ott regarding related document assignment and assumption agreements (0.3); preparation of correspondence regarding assignment of maintenance contracts (3.4); correspondence with H.Lee and R. Llamo regarding insurance certificates for MSN 4466 (0.3); coordinating logistics of execution for PUE consent letter and review of related correspondence (0.3); coordinating execution and signing logistics and related correspondence with associates (0.7).

M Abols 9.10

6 March 2019 MSN 57207 – checking documents received and sending confirmation emails and/or requesting additional document including responding to comments received from Wells Fargo (3.6); MSN 9205 – reviewing lease summary and preparing updated version and drafting detailed email thereto/responding to emails in this respect (1.6); reviewing documents received re DGAC filings and sending follow up emails re missing items (2.0).

S Swaminathan 7.20

6 March 2019 Correspondence with Irish counsel and Wells Fargo as to IDERA revocation letter (0.4), correspondence with VP on insurance certificate (0.2), correspondence with CHC on outstanding items (0.3), discussion with team as to status of AAA (0.2) and updating checklists with respect to MSN 920150 (0.6); correspondence with Skyway and Shenzen Kings on outstanding items (0.5), reviewing and commenting on draft revocation letters (0.3), updating checklists (1.0), reviewing signature pages (0.3), reviewing correspondence (0.3), correspondence with PRC counsel re: MSN 4517 and 1241 (0.3); correspondence with Caverton and Tropical Artic chasing outstanding items (0.2), correspondence with Nigerian

G Patterson 6.50



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counsel and Wells Fargo on revocation deed for MSN 31295 (0.2), reviewing comments received from Leonardo on MSN 41360 RDAAA and amending document accordingly (0.3), and correspondence with VP re: MSN 36371, 41360 and 31295 (0.3); reviewing general correspondence on closing process (0.6), call with Ben Ludewig and Zahra Knapper as to physical closing requirements (0.5).

6 March 2019 Prepare for and attend call with Brazilian counsel (.7); email correspondence re CHC guarantee (.2); prepare execution versions of Brazilian registered aircraft documents (3.9); revise draft of MSN 760607 bill of sale (.3); revise MSN 920143 lease agreement (.6); revise MSN 760607 lease agreement (.3); bi-weekly call with Weil (.8); email correspondence (.5); prepare for and attend call with Eagle Copter (.5); call with A. Leal re MSN 920047 (.2); call with Bank of Utah (.1); email correspondence re fee estimates (.4).

D Grotts 8.50

6 March 2019 Review revised version of the AAA for MSN 31100 (0.4 hours); Internal comunication with Rebacca Huges and Tegan Edwards re status of MSNs and local registration process (0.5 hours); Telephone conversation with Hogan Lovells, as counsel to Babcock, re. closing logistics (0.8 hours); Review revised version of the POA for WAM, and coordinate execution by Waypoint (0.4 hours); Follow up with Colombian and Chilean counsel re. fee estimates (0.3 hours); Prepare execution versions of the DPOAs, IDERAs, Eurocontrol Letters, Eurocontrol Letter Revocation, in respect of the Babcock Galicia and Babcock España MSNs (2.4 hours); Attention to multiple emails re closing logistics and status of documentation (1.9 hours).


6 March 2019 Email exchange with J. Kaplan regarding related documents assignment and assumption agreement for MSN 43160.

J Turner 0.10

6 March 2019 Reviewed documents, tracking signature pages, correspondence with lessees and local counsel, calls with A. Boscio and A. Leal re 49029 (1), 920117 (1), 31141 (1), 31255 (1), 31418 (1), 31578 (1.6), 760765 (1), 760543 (1).

J Bell 8.60

6 March 2019 Coordinate process for filing CHC CASA Forms (1.1); review proposed changes to MSN 920117 documentation (0.5); Discuss process with Norwegian counsel, internally, and with Honeywell for MSN 920022 and assignment of HAPP for MSN 31042 (0.7); emails with HSF re: assignment process and payment of stamp duty; review executed signature pages provided by all parties (2.3).

B Kirkup 4.60

6 March 2019 Responded to queries from Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 and in respect of communications with counsel in Mozambique, Spain, France and Italy (0.9); attention to correspondence from colleagues in respect of jurisdictional advice (including in respect of Mozambique, Spain, France and Italy) (0.4); prepared for, and participated in, call/meeting with Waypoint re: status updated (0.7); prepared for, and participated in, call with Weil re: status update/pre-closing call (1.2); reviewed the draft PUE letter prepared by ALG and sent the same to all signatories for signing (1.3); liaised with Everett re: POAs and executions thereof, as well as advice from IACM re: grounding risk (1.4); liaised with Italian, Spanish, Mozambique counsel, as well as French colleagues, re: closing deliverables, signing formalities, receipt of originals, etc. (2.9); prepared for, and participated in, call with Hogan Lovells re: closing deliverables for Babcock (0.7); liaised with Vedder re: advice from local counsel (0.3); reviewed, and updated, the closing checklists for MSNs 9205, 9229, 20181, 31588, 31576, 41357, 41359 and 31041 (1.4); emailed P. Alejandro re: fees from Mozambique, Spain and Italian counsel (0.2).

A Seliankina 11.40



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6 March 2019 Correspond with lessees regarding closing deliverables (1.8 hours); correspond with local counsel (Sweden and Peru) regarding closing deliverables (2.6 hours); coordinating signatures and preparing closing documents with respect to MSN 20185, 20191, 20184, 4466, 760764, 920062 and 920063 (7.3 hours).

H Lee 11.70

6 March 2019 Corresponded with B. Feteroff with respect to the status of the Norwegian POAs and comments from local counsel (.5 hours); corresponded with Moroccan local counsel with respect to outstanding issues with respect to registration (1 hour); draft officer certificates to be executed by TVPX (.7 hours); researched the process for the consularization by the Moroccan embassy (.6 hours); corresponded with B. Feteroff and Irish counsel regarding documentation needed to be executed, notarized and apostilled by Waypoint (1 hour); corresponded with Norwegian counsel and Vedder Price with respect to the requirements for registration of a helicopter in Norway, including the particular requirements of a declaration of ownership (1.1 hour); coordinated with B. Feteroff for the execution, notarization and apostilled of Waypoint POAs (.5 hours); corresponded with B. Rigney with respect to the requirements to deliver certified copies of the Articles of Association for TVPX (.5 hours); revised assignment documents for MSN 920047 based on discussions with D. Wright and J. Bell (.8 hours); review and revise insurance rider prepared by K. Kinder (.9 hours); revised closing checklists for MSNs 31141, 31255, 31418 and 49029 (1.3 hours).

A Leal 8.90

6 March 2019 Coordinate with German counsel re: German requirements and bills of sale and prepare final draft bill of sale for MSN 1251 (1.3 hours). Coordinate with Capstone, Sazma and PNG and Malaysian counsel re: execution issues for PNG and Malaysian documents (2.3 hours). Discuss MSN 760612 COR issues with Malaysian counsel and Waypoint (0.7 hours). Coordinate with Wells Fargo re: execution of release documentation (0.5 hours). Prepare drafts of maintenance program RDAAAs for MSNs 31414 and 31798 and coordinate internally re: the same (2.6 hours).

P Ott 7.40

6 March 2019 Preparation of deregistration powers of attorney in respect of Taiwanese MSNs 69074, 69076 and 69048 and email correspondence attaching the same with P.Lin of Lee and Li (Taiwanese counsel) (1.7); review of execution versions of the Assignment and Assumption Agreements, the Bills of Sale and the Lessee Notice prepared by B.Ludwig and email correspondence in respect of the same; call with B.Ludwig and G.Patterson with respect to closing room logistics (0.9); attention to various emails from M.Abols and P.Alejandro as well as various other team members with respect to closing action items (1.8); email correspondence with P.Lin of Lee and Li in respect of fee quote so far (0.4); review of and updates to draft insurance certificate based on underlying lease agreements and email correspondence with R.Rigney at Vedder Price and preparation of comparison, email correspondence with Emman of Erif in respect of the same (1.2); updates to the checklists in respect of MSNs 69074, 69076 and 69048 and the master tracker (1.4).

Z Taher 7.40

6 March 2019 Reviewing queries from R Berger of Weil re. winding down. B Geh 1.00

6 March 2019 Coordinate and prepare signature pages for MSNs 31578 (2.0), 920117 (1.3), 760543 (2.6) and 760765 (2.4).

P Perez Moreno 8.30

6 March 2019 Coordinate with Waypoint, Austrian and Italian local counsel and lessee regarding transfer of surveillance question for MSN 41371 and draft Confirmation and Consent documents (7.4 hours); organize physical closing room section for MSNs 41371, 14786, 53595, 53914, 53916, 52354, 52398, 52310, 52318, 52320, 52322, and 52321, update checklists for those aircraft and create execution and executed versions of documents (4.4 hours); respond to questions from junior associates regarding process,

J Kaplan 13.80



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signature page execution and creation of executed documents (2.0 hours).

6 March 2019 Discuss local fees with Waypoint (.2); review insurance certificates for NUH (.8); draft German law bills of sale (1.1); follow up on outstanding items with ADAC (.3); review draft documentation from ADAC (.9); Draft correspondence to Vedder re: status updates and Macquarie corporate documents requested by ADAC (0.3); follow up with local counsels re: fee estimates and comments re: draft documentation (0.7); review execution versions of documents for HNZ (.7); review execution versions of documents for Capstone (.4); follow up with HNZ on open issues (.5); call with Mayer Brown regarding WAC 3 release documents (.4); review signature pages from Macquarie (.3); call with Y. Riachy regarding closing room (.3); follow up on local law filings with lessees (.5); review local law documents from counsel (1.4); create signature pages to new bills of sale (.4); update master tracker (.9).

A Karnikian 10.10

6 March 2019 Attention and authoring of correspondence to the Waypoint team concerning MSN 41371 (0.4); review of documentation related to such MSN (0.8).

A Oseasohn 1.20

6 March 2019 Revise closing checklists for MSNs 920117, 31578, 760543 and 760765 (4.3); revise RDAAA and RDAAA related documents for MSN 920117 (0.7); coordinate collection of signature process (7.8); prepare 31578 RDAAA (HAPP) and send to J. Bell and VP for their review/comments/sign-off (3.3).

A Boscio 16.10

6 March 2019 Attend to correspondence regarding Sazma and Capstone MSNs and confer with P.Ott regarding the same (.7); compile execution and executed versions of MSNs 31414, 31798, 760682, 41210, 760612, 760651 (3.6); revise checklist for MSN 1251 (0.2); revise checklist tracker and send to teams (1.6); compile local counsel fees and attend to related correspondence (1.4); request email and folder access for new team member P. Perez Moreno (0.1); respond to team questions and attend to related correspondence (0.7).

P Alejandro 8.30

6 March 2019 Send correspondence re: estimated hours until closing (0.3); Review proforma for compliance with fee guidelines (2.8).

A Foreman 3.10

6 March 2019 Updated Swedish Transfer forms for MSNs 20185 and 20191 (1.1 hours); discussed insurance certificate markups with L. Mesa (0.2 hours); Call with B. Feterloff (0.2 hours); Updated Acknowledgment of Assignment of Guarantees for MSNs 920062 and 920063 (0.6 hours).

R Llamo 2.10

6 March 2019 Attention to closing documentation and deliverables for several MSNs (4.0) and correspondence with G. Patterson, J. Turner, and Z. Knapper re: same (0.5).

B Ludewig 4.50

6 March 2019 Update closing checklists for MSNs 31407, 31498, 31046, 31308, 31406, 920113, 920141, 920152 and 920153 (1.2 hours); Review signature pages received for MSNs 31407, 31492, 31498, 920113, 920141, 920152 and 920153 (0.6 hours); Call with D. Grotts and Brazil local counsel to discuss CHC aircraft (0.5 hours); Set up closing room (0.8 hours); Edit assignment and assumption agreement for MSNs 31407, 31492, 31498, 920113, 920141, 920152 and 920153 (2.6 hours); Compile execution version closing sets for MSNs 31407, 31492, 31498, 920113, 920141, 920152 and 920153 (1.2 hours).

S Chan 6.90

6 March 2019 Distribution of execution versions of AAA, Lessee Notice, RDAAA, Notice of Assignment, Bill of Sale and Acknowledgment of Assignment of Guarantee for MSN 3077, MSN 3091, MSN 3445, MSN 4688, MSN 4780,

T Edwards 0.80



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MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469, MSN 20161, MSN 31100 (0.4); review of lessee correspondence to confirm outstanding issues for MSN 20161 (0.2); review of lessee correspondence to confirm outstanding issues for MSN 31100 (0.2);.

6 March 2019 Reviewed the closing set for MSN 20184 (1.9 hours); reviewed and organized the closing sets in the physical closing room (2.8 hours); reviewed local law POAs and related documents (4.8 hours); reviewed confirmation consent letters for MSN 41371 (0.8 hours); drafted and reviewed minutes for board meetings (2.2 hours).

B Fetterolf 12.50

6 March 2019 Analyze signature pages for MSNs 4466, 20184, 20185, 20191, 760764, 920062 and 920063 (0.8 hours); compile execution copies of documents for MSNs 52310, 52318, 52320, 52321, 52322, 52354, 52398, 53595, 53914, and 53916 (0.6 hours); organize physical closing documents for MSNs 52310, 52318, 52320, 52321, 52322, 52354, 52398, 53595, 53914, and 53916 (4.2 hours).

S Glendon 5.60

6 March 2019 Communicate with the French and Italian counsels (5.4 hours); communicate with the lessee regarding MSN 9205 (3.4 hours); communicate via emails with Federico regarding MSNs 41357 and 41359 (1.2 hours); draft the lease summary for the French registry (2.0 hours); communicate with Wells Fargo regarding MSN 31041 (0.9 hours).

Y Han 12.90

6 March 2019 Organize materials and send the Waypoint Board (0.9 hours); Waypoint Board Call for execution of WAC 2 Minutes (0.2 hours); Finalize board minutes for execution, corresponding with Waypoint (1.7 hours); Correspond with F. Alveraz regarding signing requirements for MSN 20161 (0.2 hours); Prepare and send executed documents to A. Farol for FTP site (1.2 hours); Prepare documents for MSN 31100 for closing by arranging for notarization and apostille (0.8 hours); Update lessee tracker (0.6 hours); review Bill of sale for MSN 31146 for closing (0.2 hours); review Bill of sale for MSN 31150 for closing (0.2 hours); review Bill of Sale for MSN 33092 for closing (0.2 hours); review Bill of sale for MSN 36469 for closing (0.2 hours); review Bill of sale for MSN 3091 for closing (0.2 hours); review Bill of sale for MSN 3445 for closing (0.2 hours); review Bill of sale for MSN 4688 for closing (0.2 hours); review Bill of sale for MSN 4780 for closing (0.2 hours); review Bill of sale for MSN 4781 for closing (0.2 hours); review Bill of sale for MSN 4934 for closing (0.2 hours); review Bill of sale for MSN 31100 for closing (0.2 hours); review Bill of sale for MSN 20161 for closing (0.2 hours); review Bill of sale for MSN 3077 for closing (0.2 hours).

R Hughes 8.20

6 March 2019 Prepare for and hold conference call with local Canadian counsel and Eagle Copter to discuss AOG aircraft sale and lease assignment (0.7); draft short form lease agreement for MSN 760608 (1.3); draft short form lease agreement for MSN 41005 (0.4); draft Bill of Sale with respect to MSN 760706 (0.6); prepare for and hold conference call with Brazilian local counsel to receive update on local transaction documents and IR filings (0.6); draft short form lease agreement for MSN 920143 (0.6); draft short form lease agreement for MSN 760624 (0.3); draft short form lease agreement for MSN 760706 (0.4); review owner trustee and collateral agent Power of Attorneys with respect to MSN 920119 (0.2); review Macquarie owner participant Brazilian power of attorney distributed by Vedder Price (0.2); revise draft of Amendment to Sublease for MSN 41511 (0.1); review Canadian local counsel drafts of the lease terminations for MSNs 41005, 760608, 760706, 920143 and 760624 (0.5); prepare signature packets of Bill of Sales, Lease Terminations and Short Form Lease Agreements for MSNs 41005, 760608, 760706, 920143 and 760624 (0.7); call with A. Leal to discuss Insurance Rider of MSN 920047 (0.2); compile execution version set for MSN 2047 and attend to related correspondence with Brazilian local counsel (1.2); compile execution

K Kinder 12.40



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version set for MSN 2057 and attend to related correspondence with Brazilian local counsel (1.1); compile execution version set for MSN 760617 and attend to related correspondence with Brazilian local counsel (1.0); compile execution version set for MSN 760628 and attend to related correspondence with Brazilian local counsel (1.1); compile execution version set for MSN 760631 and attend to related correspondence with Brazilian local counsel (1.2).

6 March 2019 Revisions to checklist for MSN 20012 (0.3); revisions to checklist for MSN 20022 (0.3); revisions to checklist for MSN 20025 (0.3); revisions to lessee tracker (0.3); revisions to checklist for MSN 920273 (0.3); revisions to checklist for MSN 920281 (0.3); revisions to AAA for MSN 920273 (0.3); revisions to checklist for MSN 31046 (0.3); revisions to checklist for MSN 31308 (0.2); revisions to checklist for MSN 31406 (0.3); revisions to checklist for MSN 57207 (0.3); revisions to DPoA for MSN 920273 (0.3); revisions to Bill of Sale for MSN 920273 (0.3); revisions to insurance rider for MSN 920273 (0.3); revisions to insurance rider for MSN 920281 (0.3); revisions to DPoA for MSN 920281 (0.2); revisions to AAA for 920281 (0.3); correspond with CHC and VP regarding updates to MSNs 920273 and 920281 (0.3); revisions to DPoA revocation for MSN 920273 (0.2); draft DPoA revocation for MSN 920281 (0.3); draft DPoA revocation for MSN 20012 (0.3); draft DPoA revocation for MSN 20022 (0.2); draft DPoA revocation for MSN 20025 (0.2); draft DPoA revocation for MSN 57207 (0.3); draft DPoA revocation for MSN 31046 (0.3); draft DPoA revocation for MSN 31308 (0.2); draft DPOA revocation for MSN 31406 (0.2); revise checklist for MSN 6655 (0.1); revise checklist for MSN 6658 (0.1); revise checklist for MSN 920125 (0.1); revise checklist for MSN 920231 (0.1); distribute DPoA revocations internally with team (0.2); internal strategy call with team (0.2).

J Klein 8.20

6 March 2019 Compile executed versions of the pre-closing items for Rotorcraft MSNs and MSN 14786 (0.7 hour); organize the pre-closing items for Rotorcraft MSNs and MSN 14786 in the closing room (1.5 hours).

J Lee 2.20

6 March 2019 Compile signature pages for all MSN 4466 (.3 hours); save signature pages for MSN MSN 20184 (.2 hours), compile signature page for MSN 920063 (.5 hours), compile signature pages for MSN 920062 (.5 hours); Edit Insurance Certificate for MSN 920062 (. 5 hours); Edit Insurance Certificate for MSN 920063 (.5 hours); Edit Checklists for MSN 4466, (.2 hours); edit checklist for MSN 20184 (.1 hours), edit checklist for MSN 920063 (.1 hours), edit checklist for MSN 920062 (.1 hours).

L Mesa 3.00

6 March 2019 Call with closing team (0.5); revise AAA and the notices with respect to MSN 31046 (0.3); revise AAA and the notices with respect to MSN 31046 (0.3); revise AAA and then notices with respect to MSN 31308 (0.4);compile closing documents (2.5).

J Ryu 4.00

6 March 2019 Revise Guarantee Agreements and CASA Form 27 application forms with respect to MSNs 1261 (1.7 hours) and 2066 (2.2 hours). Draft Assignment of Beneficial Interest Agreement for MSN 920022 (3.1 hours). Prepare signature page packs for MSNs 31444 (1.1 hours) and 31203 (.6 hours). Revise checklists with respect to MSNs 1261 (.4 hours), 2066 (.3 hours), 31042 (.8 hours), 31319 (.9 hours), 31320 (.8 hours) and 31444 (.3 hours).

M Werkneh 12.20

6 March 2019 Checking and collecting the different documents received (Corporate documents of the lesses/lessors/mortgagee/seller) for the purpose of doing the formalities with the DGAC.

A Chan Hon 2.10

6 March 2019 Drafting email to be sent out regarding IDERA request forms. J Charteris-Black 0.30



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6 March 2019 Read emails and correspondences and updating checklists accordingly1268 6828 20149 20179 4469 7152 7172 31458 36458 760533 760551 760581 and 20223 (2.2) compiling key documents for MSNs 1268 6828 20149 20179 and 31458 (3.5).

Y Riachy 5.70

6 March 2019 Review documents to be uploaded to FTP site (0.5); delete older versions of documents (0.5); rename and upload current documents to FTP site (2.0). Prepare Lease Agreement and Short Term Lease Termination signature page packet in respect of MSNs 41005, 760608, 760624, 760706 and 920143 (1.7).

A Farol 4.70

6 March 2019 Attention to set up of physical closing room and other logistical matters in relation to closing (1.1); attention to organization and stamping of executed signature pages (3.8).

M Sciascia 4.90

7 March 2019 Discussions with M. Cruz and V. Nemunaitas regarding open issues, timing for closing, Cape Town filings, etc. (.90); conference call with Vedder, Norwegian counsel and Waypoint regarding msn 920022 (.50); local counsel transition call with G. Kass and T. Peyton (.50); prepare agenda for bi-weekly status call with Macquarie, Weil, Vedder and Waypoint and participate in conference (1.10); meeting with M. Wolfson and telephone calls with T. Wolynski regarding open items (.80); preparations for closing and attention to remaining open items (2.60); discuss status of CHC settlement with R. Graham and others (.30); analyze post-closing transition matters (1.20).

M Smith 7.90

7 March 2019 Exchange email with R. Kebrdle re: CHC letter agreement. R Graham 0.30

7 March 2019 Discussions with J Charteris-Black re DGAC requirements, review draft email prepared by James Charteris-Black and supervise re: same (1.5); review request from VP re CA1 forms, call to CAA re: same and mark-up CA1 form for one aircraft for instructions to J Charteris Black re: same (1.4); supervise J Chateris-Black re: completing forms for AOG aircraft (0.5); email exchanges with J Klein and J Ryu re: signing and call with J Rosh (0.4); drafting Ritzville LC side letter (0.5); follow up emails to/from WAC 3 / WAC 6 and WAC 8 collateral agent groups and various internal emails re: same (0.8); discussion with J Charteris-Black re CAA forms / process and assist with queries (0.6); tel call and email exchanges with Mayer Brown (0.3); draft transfer request and liaise with Barclays re: same (0.6).

D Wright 6.60

7 March 2019 Call with ALG and WAC2 team. D Wright 0.30

7 March 2019 Phone call to discuss status of WAC 2 documentation with A&L Goodbody, Weil and White & Case and requirements from an international registry perspective and related follow-up work and correspondence (1.7); phone call with Vedder Price, Norwegian counsel, and White & Case regarding issues pertaining to transfer of MSN 920022 and related follow-up correspondence (1.7); execution of various documents for closing (0.6); bi-weekly status internal meeting (0.5); bi-weekly status update with Vedder Price and Macquarie and related correspondence (0.5); coordinating preparation of maintenance agreement assignments and review of related issues (0.6); attendance to open issues relating to various transfered aircraft and related correspondence (2.1); review of transaction correspondence and various discussions regarding urgent matters (3.2).

M Abols 10.90

7 March 2019 MSN 9205 – coordinate re DGAC items which are missing and reviewing documents received in this respect and sending emails in this respect, preparing outstanding matters list (3.5); MSN 57202 – coordinate re DGAC

S Swaminathan 7.00



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items which are missing and reviewing documents received in this respect and sending emails in this respect, preparing outstanding matters list (3.5).

7 March 2019 Reviewing correspondence (0.2), updating AAA and RDAA (0.4), creating signature pages (0.3), reviewing and amending checklist (0.6) and giving instructions to Samuel Chan re: MSN 920150 (0.2); reviewing correspondence on general closing process and procedures (0.4); reviewing correspondence (0.2), correspondence with Chinese counsel, lessees and collateral agent (1.0), reviewing and marking up insurance certificates (0.5); reviewing and updating checklists (2.0), giving instructions to Ben Ludewig (0.3) and reviewing executed documents re: MSN 4517 and 1241 (0.4); correspondence with local counsel, VP, Waypoint and Lessees on outstanding items (0.8); reviewing and amending checklists and giving instructions to Ben Ludewig re: MSN 36371 and 41360 and 31295 (1.2). Reviewing comments from Leonardo on MSN 41360 RDAAA, amending, running mark-ups, correspondence with VP, Waypoint and Leonardo on the same, correspondence and calls with W&C team on coordinating approach with Leonardo (1.3). Drafting and circulating MDAAA in relation to JSSI maintenance programmes, reviewing comments received from VP, correspondence with JSSI MSN 31295 (2.0). Reviewing amended draft of MDAAA in relation to P&WC maintenance programme, correspondence with P&WC on assignment of maintenance contracts, circulating to lessee for review re: MSN 41360 (0.8).

G Patterson 12.60

7 March 2019 Prepare for and attend call with ALG re WAC 2 facility (.5); prepare execution versions of MSN 20159 documents (0.4); revise MSN 41511 Assignment and Assumption Agreement (.3); email correspondence re same (.1); email correspondence re WAC 2 with Brazilian counsel (.5); email correspondence with Mayer Brown re WAC 2 international registry filings (.7); email correspondence re CHC Assignment and Assumption Agreements (1.8); revise CHC Assignment and Assumption Agreements (.9); email correspondence with Brazilian counsel re signature pages (.4); review Brazilian International Registry worksheets (2.0); review and revise MSN 760626 checklist and closing documents (1.2); call with Eagle Copter (.4); revise Eagle Copter lease agreements (1.0).

D Grotts 10.20

7 March 2019 Conference call with Spanish counsel re Closing Logistics and status of documents (0.9 hours); Review draft insurance and reinsurance certificates for MSN 31100 (0.5 hours); Attention to emails regarding closing logistics and status of documents (0.8 hours); Follow up with Ecocopter re revised insurance and reinsurance certificates (0.2 hours); Follow up with FAASA re. Assignment process (0.2 hours); Follow up with Helicopteros Nacionales de Colombia regarding execution of documents (0.3 hours).


7 March 2019 Drafted and revised maintenance RDAAAs for 31578, correspondence with purchaser's counsel and service providers re the same (3); revised documents related to and coordinated deliverables for 920117 (1); calls with A. Boscio and A. Leal (1); attention to correspondence with local counsel and purchaser's counsel (1.2); drafted replacement CHC guarantee for 920047 (1).

J Bell 7.20

7 March 2019 Call with Norwegian counsel and VP on MSN 920022 (0.6); review and consider CASA Forms including MSN 31444 and whether delivered back to Waypoint (0.3); updated Checklist tracker (0.5); call re WAC 2 Transfer (0.6); review outstanding signature pages; review Colombia mortgage termination (0.2); revise HAPP RDAAA (0.4); review outstanding items in Norway and Australia (1.0); update all checklists and coordinate all signature pages (2.1).

B Kirkup 5.70

7 March 2019 Corresponded with colleagues and parties to the PUE letter in respect of the PUE letter, ALG’s comments thereto and the signing formalities in

A Seliankina 8.20



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respect thereof (0.8); attention to correspondence with P. Alejandro re: fee worksheet (0.4); liaised with Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 (comments from various parties in respect thereof) and in respect of communications with counsel in Mozambique, Spain, France and Italy (1.1); prepared for, and participated in, call/meeting with Waypoint re: status updated (0.7); prepared for, and participated in, call with ALG and Waypoint re: WAC2 aircraft (0.6); prepared for, and participated in, pre-closing check-in call with Weil (0.5); prepared for, and participated in, all parties pre-closing/status update call (0.8); liaised with Vedder and French colleagues re: Bill of Sale for MSN 9205, updated the same and re-circulated for execution (0.4); reviewed, and commented on, the form of local transfer agreement prepared by Weil in respect of the Italian-registered aircraft (i.e., MSNs 9229, 20181 and 31588) (0.9); liaised with Everett re: additional comments to insurance certificate for MSN 31041 (0.2); liaised with Mozambique counsel re: closing deliverables for MSNs 31576 and 30141 (0.6); liaised with Spanish counsel re: IR worksheets and AEP (Access Entry Point) codes for the Spanish registered aircraft (0.3); liaised with Italian counsel re: the short-form novation agreements for the Italian registered aircraft and the signing formalities in respect thereof (0.2); participated in brief call with Weil in respect of collateral agent signature pages and followed up with Wells Fargo and Bank of Utah in respect thereof (0.7).

7 March 2019 Correspond with lessees regarding closing deliverables (1.5 hours); correspond with local counsel (Sweden and Peru) regarding closing deliverables (2.8 hours); coordinating signatures and preparing closing documents with respect to MSN 20185 (1.1), 20191 (0.9), 20184 (1.0), 4466 (1.1), 760764 (1.0), 920062 (0.9) and 920063 (1.1).

H Lee 11.40

7 March 2019 Corresponded with J. Munyon with respect to the delivery of originals for MSN 49029 (.3 hours); discussed the execution, apostilled and notarization of the POAs and required assignment documents for MSNs 31141, 31255 and 31418 with B. Fetterolf (.5 hours); updated closing checklists for MSNs 49029 and 920047 (.6 hours); attend conference call with Moroccan counsel (.9 hours); revised RDAA form MSN 920047 based on discussions with J. Bell (.7 hours); discussed requirements for the issuance of a declaration of ownership to be filed in Norway with J. Munyon and B. kirkup (.7 hours); discussed structure of the assignment of MSN 920047 with W. Schelie (.8 hours); corresponded with R. Rigney, the respective lessee and various members of the Waypoint team with respect to the requirements for assignment of MSNs 31141, 31255 and 31418 (1.2 hours); corresponded with R. Rigney regarding consularization of officer certificates (.5 hours); discussed requirements for consularization of Waypoint's officer certificates with M. Casey (.3 hours); review executed, notarized and apostilled officer certificates for TPVX received from R. Rigney; discussed timing for the release and dating of assignment documentation in light of Norwegian local requirements with P. Alejando, B. Kirkup and J. Bell (.5 hours); review executed signature pages from TVPX and Waypoint (.4 hours); updated closing checklists for MSNs 31141, 31255, 31418 and 49029 (.5 hours).

A Leal 7.90

7 March 2019 Coordinate with Capstone, Sazma and PNG and Malaysian counsel re: execution issues for PNG and Malaysian documents and review executed document (2.1 hours). Discuss MSN 760612 COR issues with Malaysian counsel, VP and Waypoint (0.4 hours). Coordinate with Mayer Brown and Wells Fargo re: execution of release documentation (0.6 hours). Prepare drafts of maintenance program RDAAAs for MSNs 31414 and 31798 and review and revise the same to include comments from various parties (3.5 hours). Review updated insurance certificates (1.0 hours).

P Ott 7.60

7 March 2019 Email correspondence with B.Ludwig in respect of changes to be made to master tracker for MSNs 69076, 69048 and 69074 (0.2); email

Z Taher 4.80



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correspondence with Emman from Erif with respect to insurance certificates and correspondence with R.Rigney (Vedder Price) with respect to the same (0.6); email correspondence with J.Lee (Emerald Pacific Airlines) with respect to DPOAs and Lessee signatures required and correspondence with P.Lin (Taiwanese counsel) with respect to the same (1.1); email correspondence with P.Alejandro with respect to Taiwanese local counsel fee update and updates to the fee tracker with respect to the same (0.4); updates to the check-lists in respect of MSNs 69076, 69074 and 69048 and the master tracker (0.9); attention to emails requesting items to be actioned from various team members including P.Alejandro and B.Fetterolf (0.7); review of revocation DPOAs prepared by local counsel, updates to the same and preparation of email to Paul Hastings team with respect to the revocation of existing DPOA's in favour of the existing lessor and the collateral agent (0.6); email correspondence with D.Wright and D.Grott with respect to collateral agent in respect of WAC 5 (0.3).

7 March 2019 Coordinate and prepare signature pages, execution versions and executed versions for MSNs 31578 (3.5), 920117 (4.0), 760543 (2.0) and 760765 (1.5).

P Perez Moreno 11.00

7 March 2019 Update closing checklists for all aircraft (3.2); follow up on local law queries (.8); update lessee tracker, master tracker and closing checklist tracker (2.8); follow up on outstanding POAs for various jurisdictions (.6); draft correspondence and documents for Wells Fargo regarding local law filings (.7); call with Vedder regarding aircraft status (.4); call with Waypoint and W&C (.5); review correspondence regarding closing procedures (.4); follow up with lessees (.5); review outstanding insurance certificates (.7).

A Karnikian 10.60

7 March 2019 Exchange correspondence with local counsel, VP/Macquarie and client regarding MSN 41371 (2.6); revising the AAAs (MSN 41371) (4.1); reviewing deregistration power of attorney (MSN 41371) (1.4); review of the lease (MSN 41371) (2.7).

A Oseasohn 10.80

7 March 2019 Coordinate closing dynamic (signature pages) for MSNs 920117, 31578, 760765 and 760543 (6.8); revise 920117 AAA to reflect comments by Lessee (1.2); revise closing checklists for MSNs 920117, 31578, 760765 and 760543 (3.5).

A Boscio 11.50

7 March 2019 Assemble and supervise assembly of closing room for all aircraft and compile Capstone and Sazma physical folders (12.9); compile execution versions of Capstone and Sazma MSNs (1.3); respond to team member questions and attend to related correspondence (1.2); pre-meeting call with Waypoint and W&C (0.5); bi-weekly call with Vedder Price, Macquarie, W&C (0.5); track fees and revise tracker and confer with M Smith regarding the same (0.4); attend to correspondence regarding physical room set up and review room (0.6); attend to correspondence regarding Bank of Utah signature pages (0.1); attend to correspondence regarding maintenance related documents assignment and assumption agreements (0.1).

P Alejandro 17.60

7 March 2019 Review proforma for compliance with billing guidelines. A Foreman 0.20

7 March 2019 Attention to closing documentation including compiling executed documents (4.1); and prepare closing room (1.5).

B Ludewig 5.60

7 March 2019 Compile signature pages and executed versions of documents for MSNs 31407, 31492, 31498, 920113, 920141, 920152 and 920153 (9.4). Set up closing room (2.0).

S Chan 11.40

7 March 2019 Prepared and executed physical AAA, AAA Notice, RDAAA, RDAAA T Edwards 7.30



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Notice, BOS, DPOA, Eurocontrol Letter, Eurocontrol Revocation Letter, Head Lease Termination, Bill of Sale for MSN 3077 (0.6); MSN 3091 (0.5); MSN 3445 (0.5); MSN 4688 (0.5); MSN 4780 (0.5); MSN 4781 (0.6); MSN 4934 (0.6); MSN 31146 (0.6); MSN 31150 (0.6); MSN 33092 (0.5); MSN 36469 (0.6); MSN 20161 (0.6); MSN 31100 (0.6).

7 March 2019 Reviewed signature pages (2.6 hours); reviewed transaction documents for MSN 41371 (1.4 hours); reviewed local law POAs and related correspondence (5.2 hours); reviewed board minutes and related correspondence (1.9 hours); reviewed outstanding documents in preparation of closing and corresponded with local counsel (2.2 hours).

B Fetterolf 13.30

7 March 2019 Prepare physical closing room documents for MSN 4466 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 20184 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 20185 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 20191 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 760764 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 920062 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 920063 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 920117 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 760543 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 31141 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 31255 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 31418 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 49029 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 31578 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52310 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52318 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52320 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52321 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52322 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52354 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 52398 and related correspondence (0.3 hours); prepare physical closing room documents for MSN 53595 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 53914 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 53916 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 14786 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 760626 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 2047 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 2057 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 760617 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 760628 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 760631 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 41511 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 89007 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 920119 and related correspondence (0.2 hours); prepare physical closing room documents for MSN 20159 and related correspondence (0.2 hours).

S Glendon 8.70



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7 March 2019 Draft emails to and communicate with the French counsel (2.4 hours); draft emails to and communicate with the Italian counsel (1.5 hours); draft emails to and communicate with the Mozambican counsel (1.9 hours); communicate with Wells Fargo regarding MSN 9025 (3.4 hours); communicate with J. Ryu and J. Klein regarding MSN 57207 (0.9 hours); communicate with the lessee regarding MSNs 57207 and 9205 (2.4 hours); turn the AAAs, BOS, and Notices of MSNs 41357 and 41359 into execution versions (2.0 hours).

Y Han 14.50

7 March 2019 Update closing checklist, prepare execution version of documents, insert signature pages, and organize documents in closing room (1.2 hours); correspond with Waypoint regarding difficulty in obtain lessee signature (0.6 hours); update checklist tracker (1.3 hours); Finalize Wac 8A US minutes for execution (0.6 hours); Revise Eurocontrol Revocation letter for 31146, 31150, 33092, and 36469 (0.4 hours) compile signature pages for MSN 31146 (0.7 hours); compile signature pages for MSN 31150 (0.9 hours); compile signature pages for MSN 33092 (0.8 hours); compile signature pages for MSN 36469 (0.7 hours); compile signature pages for MSN 3091 (0.7 hours); compile signature pages for MSN 3445 (0.7 hours); compile signature pages for MSN 4688 (0.7 hours); compile signature pages for MSN 4780 (0.6 hours); compile signature pages for MSN 4781 (0.7 hours); compile signature pages for MSN 4834 (0.6 hours); compile signature pages for MSN 31100 (0.7 hours); compile signature pages for MSN 3007 (0.6 hours); compile signature pages for MSN 20161 (0.6 hours).

R Hughes 13.10

7 March 2019 Compile execution version set for MSN 41511 and attend to related correspondence with Brazilian local counsel (1.3); compile execution version set for MSN 89007 and attend to related correspondence with Brazilian local counsel (1.1); compile execution version set for MSN 920119 and attend to related correspondence with Brazilian local counsel (1.0); prepare for and collaborate with S. Glendon on physical closing room responsibilities for all Brazilian registered MSNs (0.7); communicate with Lessee counsel regarding execution of closing documents for MSNs 41511, 89007 and 920119 (0.4); review Brazilian local counsel comments to execution version suite of documents (0.3); revise draft of Related Documents Assignment and Assumption Agreement for MSN 2047 (0.2); revise draft of the Notice of Assignment for MSN 2047 (0.1); revise draft of the Related Documents Assignment and Assumption Agreement for MSN 2057 (0.2); revise draft of the Notice of Assignment for MSN 2057 (0.1); Correspond with Heli-One and request execution of closing documents for MSNs 41005, 760608, 760624 and 760706 (0.4); Correspond with Vedder Price for the execution of closing documents for MSNs 41005, 760608, 760624 and 920143 (0.3); compile signature packets for MSNs 760608 and 760624 (0.1); compile signature packets for MSNs 41005, 760608, 760624 and 920143 (0.3); compile execution version set for MSN 760626 (0.8); revise Bill of Sale for MSN 760624 (0.2); revise closing checklist of MSN 760626 (0.3); compile signature packet for MSNs 760608 and 760624 (0.2); attend to closing logistics and compile fully executed documents for MSN 20159 (1.6); compile signature packet for MSNs 41005 and 920143 Bills of Sale (0.1).

K Kinder 9.70

7 March 2019 Revisions to AAA for MSN 920273 (0.3); revisions to AAA for MSN 920281 (0.3); removal of outdated date references from all docs (1.5); correspond with other W&C teams in order to send docs for MSN 57207 (0.5); correspondence with VP re signoff for remaining outstanding docs (0.7); revisions to EU ETS, Eurocontrol, and DPoA for MSN 57207 (0.8); revisions to insurance certificates (0.6);update to signature packets (1.8); revisions to AOG Bills of Sale (1.6); correspondence with VP re AOG MSNs (0.4); revisions to AAA, lessee notices for CHC MSNs (1.8); revisions to closing documents (2.5).

J Klein 12.80



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7 March 2019 Prepare executed documents and send original signature pages to the FAA Counsel for the Rotorcraft MSNs (2.6 hours), MSN 14786 (1.9 hours), and MSN 41371 (1 hour); communicate with Bank of Utah to collect additional pre-closing items (0.5 hour); collect AEP codes and discuss FAA-related issues with M&T for the Rotorcraft MSNs and MSN 14786 (1 hour).

J Lee 7.00

7 March 2019 Prepare execution version of all documents for MSN 920062 (1.7 hours); Prepare execution version of all documents for MSN 920063 (1.2 hours); Prepare execution version of all documents for MSN 7670764 (.1 hours); Prepare execution version of all documents for MSN 4466(.2 hours); Review received signature pages from parties for MSNs 4466, 20184, 920062, and 920063 signature pages and save the same to system (.3 hours); Compile closing set for MSN 920062 (.3 hours); Compile closing set for MSN 920063 (.8 hours); Update checklist for MSN 920062 (.2 hours); Update checklist for MSN 920063 (. 5 hours); Update tracker (.6 hours); review MSN 920062 execution versions of documents against previous version for sign-off (1.4 hours); review MSN 920063 executions versions of documents against previous versions for sign-off (.9 hours). Edit Lessee Notice, Notice of Subordination Acknowledgement, and Effective Time Notice for MSN 920063 (.5 hours).

L Mesa 8.70

7 March 2019 Compile closing documents with respect to MSN 6655 (0.3); compile closing documents with respect to MSN 6658 (0.5); compile closing documents with respect to MSN 920125 (0.3); compile closing documents with respect to MSN 920231 (0.2); compile closing documents with respect to MSN 20012 (0.5); compile closing documents with respect to MSN 20022 (0.5); compile closing documents with respect to MSN 20025 (0.5); compile closing documents with respect to MSN 920273 (0.5); compile closing documents with respect to MSN 920281 (1); compile closing documents with respect to MSN 57207 (0.5); compile closing documents with respect to MSN 31406 (1); compile closing documents with respect to MSN 31406 (1); compile closing documents with respect to MSN 31308 (1); revise and review insurance certificate with respect to MSN 31308 (0.5); draft DPOA with respect to MSN 57207 (0.5); draft EU ETS letter with respect to MSN 57207 (0.3); revise BOS with respect to MSN 6655 (0.3); revise BOS with respect to MSN 6658 (0.3); revise BOS with respect to MSN 920125 (0.3); revise BOS with respect to MSN 920231 (0.3); revise RDAAA notices with respect to MSN 31046 (0.5); revise RDAAA notices with respect to MSN 31406 (0.5); revise RDAAA notices with respect to MSN 31308 (0.5).

J Ryu 11.80

7 March 2019 Revise Related Documents Assignment and Assumption Agreement with respect to MSNs 31042 (.9 hours). Revise Assignment and Assumption Agreement with respect to MSNs 31042 (1.2 hours), 31203 (.9 hours), 31319 (.9 hours), 31320 (1.2 hours) and 31444 (1.1 hours). Revise Master Checklist Tracker with respect to MSNs 1261 (.5 hours), 2066 (.6 hours), 31042 (.4 hours), 31319 (.7 hours), 31320 (.7 hours), 31444 (.6 hours), 31203 (.9 hours), 920022 (.3 hours), 920095 (.4 hours), and 920110 (.4 hours).

M Werkneh 11.70

7 March 2019 Collecting several documents, including executed signature page packets, POAs, director meeting minutes, etc. (0.8); Updating the forms with all additional information received from the client and the oversea offices (1.3); Reviewing all the chain of power for each party involved in the transaction and each agreement (3.3); Preparation of the application to be submitted with the DGAC (1.7).

A Chan Hon 7.10

7 March 2019 Amending transfer of ownership and holdership forms and liaising with respective counsel to have these signed by their client (0.5). Requesting board resolutions confirming appointments of party as Assistant Secretary/authorised signatory, liaising with Paris office of W&C at same

J Charteris-Black 3.80



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time (0.5). Researching details on Aircraft and drafting CA1 forms (1.40); collating received signature pages/drafting emails in preparation to be sent to CAA/Clients to send on to CAA for closing (1.1); determining fees for CAA forms (0.3).

7 March 2019 Compile documents for all 12 MSNs (1268, 6828, 4469, 7172, 7152, 20149, 20179, 31458, 760533, 760551, 760581, and 36458) update according to comments from A. Karnikian, upload to FTP site and circulate to VP. (7.0) compile closing sets for all 13 MSNs (6.8).

Y Riachy 13.80

7 March 2019 View documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (3.6 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.1).

A Farol 3.70

7 March 2019 Index signature pages. T Boulger 2.80

7 March 2019 Set up physical infrastructure of closing room, prepare and label folders for closing and sort documents (1.8); sort original signature pages into correct MSN documents and compile physical executed copies (4.2); compile updated, necessary documents and checklists for various MSNs (0.6).

O Luciani 6.60

7 March 2019 Draft signature page packets (0.7); prepare physical closing room and other logistical matters in relation to closing (5.6); coordinate signature page execution and filing (2.7).

M Sciascia 9.00

8 March 2019 Supervise set-up of closing room and staffing of room through closing (1.30); attention to open points on estimated closing statement (.80); Discussions with R. Graham and others regarding CHC settlement (1.00); coordinate with Vedder (R. Rigny) regarding document and signature review (.70); meetings with M. Wolfson, M. Abols , A. Seliankina and others to discuss open items and closing (.80); correspondence regarding lease assignments, related document assignments and other transfer documents (1.90); correspondence and discussions regarding local law powers of attorney and special situations (1.40).

M Smith 7.90

8 March 2019 Confer with M. Smith re: closing (.9); confer with J. Ball re: cure issues and letter agreement (.7); confer with J. Conte (Weil) re: same (.2); confer and exchange email with T. Wolynski re: same (.9); draft and send email to Debevoise and CHC team setting forth agreed cure amounts (.9).

R Graham 3.60

8 March 2019 Liaise with Dutch counsel re: status of PoAs and Statements of Confirmation (0.4); Liaise Banco de Chile re: errors in SWIFT amendment (0.6); review draft CAA emails and supervise James Charteris Black re same (1.1); tel calls / emails to/from NRF Amsterdam (0.5); review signature pages and checklists and notices / AAAs (0.6); liaise with CHC Maxime Gorsse re: additional required signature pages and tel calls to/from Maxime (0.8); respond queries from Waypoint re: execution of local law documents (0.4); liaise with Hogan Lovells: re Babcock deliverables (0.8); prepare revised versions of assignment and assumption agreements for MSNs 31046, 31406 and 31308 to address final comments agreed with CHC (1.4); numerous discussions / questions to/from James Charteris Black re: preparation of CAA forms for 9 aircraft (0.8); review responses from K Basi re: process for CAA submissions and respond re: same (0.4); emails to/from Hogan Lovells re: insurance certificates (0.2).

D Wright 8.00

8 March 2019 Meeting with M.Wolfson to discuss open issues and transaction status (0.4); phone call with C.Knott regarding maintenance provider consent letters, review of related documents and preparation of related correspondence (2.0); Waypoint - White & Case status phone call with

M Abols 14.20



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D.Grotts, T.Wolynski, M.Smith, M.Wolfson, P.Alejandro and A.Seliankina and related follow-up discussions (0.4); phone call and correspondence with S.Palma regarding maintenance agreements (0.8): correspondence with G.Patterson and review of relevant correspondence with respect to release of Irish share charge and WAC 1 security release (0.8); phone call with N.Molayem regarding WAC 1 security release and related correspondence (0.7); review of closing room and discussions with P.Alejandro, B.Rigney and D.Spivey (0.9); coordinating population of FTP site and virtual closing room (0.7); coordinating population of power by the hour documents in the closing room (0.5); review of correspondence and responding to various associate inquiries regarding documents for closing (6.2); coordinating finalization of outstanding powers of attorney (0.8).

8 March 2019 MSN 9205/MSN52027 - Respond to emails to Wells Fargo, Waypoint, and W&C team with respect to each aircraft (1hr), review cosing sets for each aircraft to determine what is outstanding and what additional documents are required (2hr). Preparing emails in respect of each aircraft re various outstanding items and reviewingsame (1,6hr).

S Swaminathan 4.60

8 March 2019 Reviewing correspondence (0.2), reviewing and amending execution versions and running mark-ups (0.5), giving instructions to Sam Chan (0.2), compiling definitive set of executed documents and circulating (0.5), updating checklists (0.4) and correspondence with Irish counsel re MSN 920150 (0.2); reviewing and updating checklists (2.0), correspondence with Lessees (0.5), reviewing and amending executed documents and circulating (0.5), correspondence with Nigerian counsel (0.4), giving instructions to Ben Ludewig (0.3); correspondence with all parties on outstanding items re: MSN 36371, 41360 and 31295 (0.6), correspondence with PRC counsel (0.4); reviewing and commenting on IDERA consent letter (0.3), correspondence with VP (0.3), correspondence with Lessees (0.4.), reviewing and amending checklists (2.0), reviewing and circulating executed documents and list of outstanding items (1.0) and chasing all parties for outstanding signatures re: MSN 4517 and 1241 (0.5); general administrative work relating to closing (0.5), reviewing general correspondence (0.4).

G Patterson 12.10

8 March 2019 Call with Weil (.5); call with Vedder Price re International Registry filings (.4); email correspondence re Brazilian signature pages (.7); email correspondence re release of security interests in Brazil (1.9); email correspondence re International Registry filings (.3); revise insurance certificate for MSN 41511 (.2); review Brazilian International Registry filings (1.0); email correspondence re insurance certificates for MSNs 2047 and 2057 (.3); prepare execution versions of Brazilian registered aircraft documents (3.0).

D Grotts 8.30

8 March 2019 Follow up with Colombian counsel re. Registration requirements (0.3 hours); Review VP comments to the insurance and reinsurance certificates for MSN 31100, and request revised versions of the insurance certificates to Helicol (0.4 hours); Attention to email re. closing logistics and coordination of closing with COlombian and Chilean local counsel (0.8 hours).


8 March 2019 Revised RDAAAs for Pratt & Whitney and Leonardo, South Africa Bank Guarantee and sent correspondence re: same for MSN 49029 (0.4), 920117 (.4), 31141 (.4), 31255 (.4), 31418 (.4), 760765 (.4), 760543 (.4), 31579 (.5).

J Bell 3.30

8 March 2019 Respond to correspondence received overnight on signature pages and from Australia counsel (0.4); discussions with Kenyan Lessee re certificate of registration (0.3); calls with Waypoint to coordinate execution (1.1); emails with CHC and VP re: insurance, documentation required, etc. (1.2);

B Kirkup 5.20



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further discussions re MSN 31444 and 920022 (0.8); correspondence to coordinate revocation of DPOA and preparation of new DPOAs (1.4).

8 March 2019 Responded to queries from colleagues in respect of the closing process, final comments to forms of documentation (especially in respect of Babcock-related documentation), closing room and closing room process (2.1); prepared for, and participated in, all parties call/meeting re: timing and status update on the various aspects of the Project Whiskey transaction (3.4); prepared closing folders for MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 in the closing room for Macquarie's/Vedder's review (3.2); liaised with Spanish counsel, Waypoint and Vedder re: registration fees in Spain (0.6); liaised with Hogan Lovells/Babcock re: closing deliverables for MSNs 9205, 9229, 20181, 31576, 31588, 41356 and 41359 (including timing of delivery for each Babcock entity and signing formalities) and liaised with Vedder re: the same (0.9); reviewed, and commented on, the revised draft of the PUE Letter provided by ALG and circulated the same to all parties for sign off (0.8); liaised with Spanish, Italian and Mozambique counsel, as well as French colleagues, in respect of the closing process, the closing deliverables, discussions with Babcock/Hogan Lovells as to timing for the delivery of originals/closing deliverables, whether local counsel have received any originals to the closing deliverables, queries from Vedder Price and colleagues re: registration formalities (2.8).

A Seliankina 13.80

8 March 2019 Correspond with Swedish local counsel regarding closing formalities and timing for MSNs 20185 and 20191 (1.2); Correspond with Peruvian local counsel regarding closing formalities and timing for MSNs 4466 (0.9); Correspond with VP regarding closing formalities and timing for MSN 20185 and 20191 (0.6); Correspond with Wells Fargo regarding closing formalities and timing for MSN 4466 (0.4); Correspond with insurance agent for lessee regarding closing formalities and timing for MSN 20184 (0.3); Prepare WAC board approvals for MSN 4466 and 20184 (0.3); update closing checklist for MSNs 920062 and 920063 (0.2).

H Lee 3.90

8 March 2019 Compiled executed and prepared execution versions for the assignment agreements for MSNs 31141, 31255, 31418 and 49029 (2 hours); attended WAC 2 conference call (1 hour); corresponded with Moroccan counsel regarding the release of mortgages for MSNs 31141, 31255 and 31418 (.6 hours); review and revised draft mortgage releases and powers of attorney provided by Moroccan counsel (1.2 hours); discussed timing for the transfer of MSNs 31141, 31255 and 31418 to Senegal with J. Bell and Waypoint (.5 hours); discussed timing for the release of assignment documents with M. Smith, M. Abols and local counsel (.3 hours); updated closing checklists for MSNs 31141, 31255, 31418 and 49029 (1.2 hours); coordinated internally to circulate documents to Wells Fargo in its capacity as administrative agent to the WAC 2 facility (.7 hours); corresponded with Moroccan counsel regarding outstanding deliverables for MSNs 31141, 31255 and 31418 (1.1 hours); corresponded with Irish counsel regarding the notarization and apositlled of certain documents related to the assignment of MSNs 31141, 31255 and 31418 (.8 hours); discussed comments to the POAs with Wells Fargo's counsel (.3 hours); discussed comments from Heliconia with J. Bell (.5 hours); discussed comments to the original documentation with S. Glendon (.3 hours); discussed outstanding issues with Norwegian counsel with respect to MSN 49029 (.4 hours).

A Leal 10.90

8 March 2019 Follow up with lessees re: lessee signatures and outstanding items (0.5 hours). Coordinate with Wells Fargo re: corrected execution formalities (0.4 hours). Provide comments to amendment extension agreement for MSN 760612 and discuss the same with Waypoint (1.1 hours). Coordinate with PNG and Malaysian counsel re: outstanding items (0.6 hours). Review and revise RDAAAs and discuss the same with Waypoint, VP and

P Ott 4.40



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AgustaWestland Malaysia (1.8 hours).

8 March 2019 Email correspondence with B. Rigney (Vedder Price) with respect to reinsurance certificates and endorsement in respect of MSNs 69076, 69074 and 69048 (0.2) and review of the updated certificates (0.2); email correspondence with Emman from Erif in respect of the same (0.1), further email correspondence with Emman from Erif in respect of the same (0.2); review of documents executed so far (0.6), email correspondence with B. Ludwig, G. Patterson and M. Sciascia with respect to outstanding signature pages for various MSNs (0.5) and review and collation of the same (0.3) ; updates to check-lists in respect of MSNs 69076, 69074, 69048 (0.7) and updates to master tracker in respect of MSNs 69076, 69074, 69048 (0.6); email correspondence with P.Lin (Taiwanese counsel) with respect to update on Lessee signature pages for DPOA (0.8); email correspondence with M. Sciascia and B. Fetterolf in respect of additional documents to be sign by Waypoint entities, email correspondences with counsel for SanuTrust in respect of signature pages for Revocation of existing DPOAs in their favour (0.6); attention to various emails including from A. Seliankina, D. Wright and M. Abols with respect to action items (0.8).

Z Taher 5.60

8 March 2019 Discussion with G Tng re. email from R Berger on directors’ liabilities and requirements of directors in Singapore entity (0.2); Attending to emails re. email from R Berger (0.3); and Research re. email from R Berger (1.0).

B Geh 1.50


P Perez Moreno 8.50

8 March 2019 Review revised Indonesian documents (1.3); call with Y. Riachy (.4); review insurance certificate for ADAC (.5); follow up on local law matters in various jurisdictions and draft correspondence on issues (1.2); review closing room items (.8); review signature pages (1.4); draft correspondence and documentation for Wells Fargo (.6); follow up on local law POAs (.4); call with HNZ counsel (.4); follow up with lessees (.7); draft correspondence to Y. Riachy regarding closing room status (.8); update closing checklists (2.3).

A Karnikian 10.80

8 March 2019 Attention and authoring of correspondence with local counsel (1.5); VP/Macquarie (1.5); and the client (0.8) re: MSN 4137.

A Oseasohn 3.80

8 March 2019 Queries on Singapore director. N Mao 0.10

8 March 2019 Coordinate execution and executed version of all W&C/VP documentation for MSNs 920117 (1.2), 31578 (2.0), 760543 (1.8) and 760765 (1.4).

A Boscio 6.40

8 March 2019 Assemble and supervise closing room setup and progress, responding to related questions (2.2); compile executed versions of documents, along with printing and assembly of the same in closing room, for MSNs 1251, 31414, 31798, 41210, 760612, 760682, 760651 and update related checklists (7.5); attend to local counsel correspondence for MSNS 31414, 31798, 41210, 760612, 760682, 760651 (0.4); attend to questions from team and related correspondence (0.5); draft next steps and reminders for W&C team (0.5); compile fee estimates and circulate to Weil (0.6).

P Alejandro 11.70

8 March 2019 Review February proforma to ensure compliance with the fee guidelines. A Foreman 1.80

8 March 2019 Confer with R. Graham and M. Smith re: CHC cure objection and timeline for closing.

A Foreman 0.60



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8 March 2019 Attention to closing documentation and deliverables, including set up of closing room (4.8).

B Ludewig 4.80

8 March 2019 Compile signature pages and executed versions of documents for MSN 41005 (1.0); Compile signature pages and executed versions of documents for MSN 760608 (1.0); Compile signature pages and executed versions of documents for MSN 760624 (1.0); Compile signature pages and executed versions of documents for MSN 920143 (1.0); Compile signature pages and executed versions of documents for MSN 31407 (1.0); Compile signature pages and executed versions of documents for MSN 31492 (1.0); Compile signature pages and executed versions of documents for MSN 31498 (1.0); Compile signature pages and executed versions of documents for MSN 920113 (1.1); Compile signature pages and executed versions of documents for MSN 920150 (1.1); Compile signature pages and executed versions of documents for MSN 920141 (1.1); Compile signature pages and executed versions of documents for MSN 920152 (1.1); Compile signature pages and executed versions of documents for MSN 920153 (1.1); Set up closing room (1.5).

S Chan 14.00

8 March 2019 Review and preparation of DPOA for physical closing for MSN 3077 (0.2); distribution of signature pages form MSN 3077 (0.1); correspondence (0.3); execution of documents for MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934 (1.0).

T Edwards 1.60

8 March 2019 Reviewed local law POAs and related outstanding documents for 17 jurisdictions (4.4); organized closing room (1.8); reviewed transaction documents for MSN 41371 and related correspondence (1.4); reviewed outstanding items and corresponded with local counsel (1.8); reviewed outstanding requests to client regarding local law requirements (1.8).

B Fetterolf 11.20

8 March 2019 Prepare physical closing room documents for MSN 4466 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 20184 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 20185 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 20191 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760764 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 920062 and related correspondence (0.5 hours); prepare physical closing room documents for MSN 920063 and related correspondence (0.5 hours); prepare physical closing room documents for MSN 920117 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760543 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 31141 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 31255 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 31418 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 49029 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 31578 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52310 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52318 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52320 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52321 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52322 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52354 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 52398 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 53595 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 53914 and related correspondence (0.4

S Glendon 14.40



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hours); prepare physical closing room documents for MSN 53916 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 14786 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760626 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 2047 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 2057 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760617 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760628 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 760631 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 41511 and related correspondence (0.4 hours); prepare physical closing room documents for MSN 89007 and related correspondence (0.5 hours); prepare physical closing room documents for MSN 920119 and related correspondence (0.5 hours); prepare physical closing room documents for MSN 20159 and related correspondence (0.4 hours).

8 March 2019 Prepare for the physical closing by printing, filing, and reviewing closing documents for MSN 31576 (2.1), MSN 20181 (2.3), MSN 9205 (3.0), MSN 41357 (2.1), MSN 41359 (2.0); complete signature pages (3.5); communicate with buyer’s side (0.5); communicate with the French counsel regarding local documents required for MSN 9205 (1.6 hours).

Y Han 17.10

8 March 2019 Provide Comments to Waypoint Malta Board Resolutions (0.3 hours); Draft Eurocontrol Revocation letter for FAASA and send signature pages (0.4 hours); File signature page for MSN 3077 (0.3 hours); correspond with Hogan Lovell on Spanish Signature (0.1 hours); File Apostille documents in closing room for MSN 31100 (0.4 hours); Correspond with B. Fetterolf regarding local counsel requirements for MSN 31100 (0.4 hours); Organize signature pages in closing room (5.3 hours).

R Hughes 7.20

8 March 2019 Prepare execution version of Bills of Sales and Lease Terminations for MSNs 41005 and 920143 and upload to FTP file site (0.6); prepare for and correspond with S. Chan to coordinate coverage for MSNs 41005, 760608, 760624 and 920143 in the physical closing room (0.7); revise draft of the Assignment and Assumption Agreement and Lessee Notice for MSN 41511 (0.2); revise draft of the Assignment and Assumption Agreement and Lessee Notice for MSN 89007 (0.2); correspond with Vedder Price to coordinate execution of missing signature pages (0.3); Review lessee email and attached signature packet for MSNs 2047 and 2057 (0.3); attend to closing logistics and compile fully executed documents for MSN 2047 (2.4) attend to closing logistics and compile fully executed documents for MSN 20159 (0.3); attend to closing logistics and compile fully executed documents for MSN 2057 (2.2); prepare for and meet with D. Grotts to discuss closing preparedness of all Brazilian registered aircraft and next steps towards closing (0.6); attend to closing logistics and compile fully executed documents for MSN 760626 (1.5).

K Kinder 9.30

8 March 2019 Revision to checklist for MSN 20012 (0.2); revision to checklist for MSN 20022 (0.3); revision to checklist for MSN 20025 (0.3); revision to checklist for MSN 57207 (0.1); revision to checklist for MSN 31308 (0.4); revision to checklist for MSN 31408 (0.3); revision to checklist for MSN 31046 (0.3); revision to checklist for MSN 920273 (0.2); revision to checklist for MSN 920281 (0.3); revision to checklist for MSN 6655 (0.1); revision to checklist for MSN 6658 (0.1); revision to checklist for MSN 920125 (0.1); revision to checklist for MSN 920231 (0.1); revisions to Bill of Sale for MSN 920231 (0.5); revisions to master checklist tracker (0.9); revisions to internal closing punchlist (1.3); revisions to Babcock, CHC, and AOG AAA, RDAAA, notices (2.0); attention to closing documents / closing room logistics (4.1).

J Klein 11.60



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8 March 2019 Prepare executed versions of the AAA of MSN 41371 (0.3 hour), send original FAA Release signature pages of the Rotorcraft MSNs to M&T (0.5 hour), coordinate with M. Wolfson to collect Waypoint signatures for the APA and the BOS for MSN 41371 (0.5 hour), collect, and present in the closing room, Bank of Utah signatures for Rotorcraft MSNs (2.1 hours) and MSN 14786 (0.2 hour), prepare the Affidavit of Citizenship for MSN 52310 (0.2 hour) and Form 8050-135 for MSN 14786 (0.1 hour); update the checklist for MSN 41371 (0.4 hour), coordinate with Leonardo and Macquarie to receive signature pages for pre-closing items for MSN 41371 (0.6 hour).

J Lee 4.90

8 March 2019 Revise compiled version of Lessee Notice and Effective Time Notice for MSN 920062 (.2 hours);Review received signature packets for signature pages from MSN 920062, MSN 920063, MSN 4466, MSN 20185, MSN 20191, MSN 20184 (.2 hours); compile recieved POAs for MSN 20184 (.3 hours). Prepare signature page for MSN 4466 Assignment and Assumption Agreement (.2 hours). Send board minutes to H. Lee for MSN 4466 and MSN 20184 (.2 hours); compare Insurance Certificates for MSN 20185 and MSN 20191 (.3 hours).

L Mesa 1.40

8 March 2019 Compile closing documents with respect to MSN 6655 (0.1); compile closing documents with respect to MSN6658 (0.1); compile closing documents with respect to MSN 920125 (0.1); compile closing documents with respect to MSN 920231 (0.1); compile closing documents with respect to MSN 20012 (1); compile closing documents with respect to MSN 20022 (1); compile closing documents with respect to MSN 20025 (1); compile closing documents with respect to MSN 920273 (1); compile closing documents with respect to MSN 920281 (1); compile closing documents with respect to MSN 57207 (1); compile closing documents with respect to MSN 31046 (1.5); compile closing documents with respect to MSN 31406 (1.5); compile closing documents with respect to MSN 31308 (1); revise and circulate AAA and the Notice to the AAA with respect to MSN 31046 (0.5); revise and circulate AAA and the Notice to the AAA with respect to MSN 31406 (0.5); revise and circulate AAA and the Notice to the AAA with respect to MSN 31308 (0.5); review and draft CA1 forms with respect to MSN 6655 (0.2).

J Ryu 12.10

8 March 2019 Prepare closing room sets with respect to MSNs 1261 (2.4 hours), 2066 (2.7 hours), 31042 (2.5 hours), 31444 (2.6 hours), and 31203 (2.0 hours).

M Werkneh 12.20

8 March 2019 Preparation of all of the documents for the application to be submitted to the DGAC on closing date (4.4); preparation and call with the DGAC re: the missing documents (0.7).

A Chan Hon 5.10

8 March 2019 Drafting CAA forms / Amending CAA Forms (2.0); calling CAA to confirm processes for submitting and clarifying charges (0.5); liaising with other firms on plans for closing (0.6); sending out CA1 forms and CA71 Forms (0.4); drafting emails on behalf of other parties and W&C to send to CAA upon closing (2.2); re-amending various CAA forms to react to changing circumstances and redistributing (0.7); requesting signed copies of forms from other parties (0.5); cross-referencing and updating closing check-lists (0.5).


8 March 2019 Populate folders in the closing room and upload to FTP site for MSN 1268 (0.2), MSN 6828 (0.2) , MSN 20149 (0.3) , MSN 20179 (0.3) , MSN 4469 (0.2) , MSN 7152 (0.2) , MSN 7172 (0.2) , MSN 31458 (0.3) , MSN 36458 (0.3) , MSN 760533 (0.3) , MSN 760551 (0.3) , and MSN 760581 (0.3); compile original signature pages for those 12 MSNs, scan executed documents, upload to FTP site (8.8).

Y Riachy 11.90



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8 March 2019 View documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (5.1 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (0.2).

A Farol 5.30

8 March 2019 Attention to signature page review. T Boulger 0.30

8 March 2019 Compile executed documents by inserting we-ink signature page originals into hard-copy documents.

O Luciani 1.90

8 March 2019 Attention to set of physical closing room and other logistical matters in relation to closing (3.3); attention to coordinating signature pages execution and filing for various MSNs (4.0).

M Sciascia 7.30

9 March 2019 Review draft of local transfer agreement and comments from G. Kass (.70); draft additional provisions for local transfer agreement, including related analysis (1.40); supervise pre-closing process and respond to inquiries regarding special situations (2.50).

M Smith 4.60

9 March 2019 Exchange email with J. Ball re: cure issues and letter agreement (.3); exchange email with T. Wolynski re: same (.3).

R Graham 0.60

9 March 2019 Review of issues relating to execution in Peru of assignments of beneficial interests in trusts and related correspondence (0.7); coordinating execution and finalization of documents for closing (3.7); correspondence with Weil regarding maintenance contracts and consent letters (0.2); review of issue relating to cure amounts in transfered maintenance contracts (0.9).

M Abols 5.50

9 March 2019 Correspondence with Vedder Price on outstanding signatures (0.3), giving instructions to Ben Ludewig (0.2) and reviewing correspondence and executed documents re: MSN 4517 and 1241 (0.5); correspondence with Vedder Price on outstanding documents (0.2), creating execution versions and signature pages (0.6) and giving instructions to Ben Ludewig re: MSN 36371 and MSN 41360 and MSN 31295 (0.2).

G Patterson 2.00

9 March 2019 Review email correspondence from CHC (.2); revise MSN 31407 checklist (.3); review closing documents for Brazil registered aircraft (.8).

D Grotts 1.30

9 March 2019 Correspondence re 760765, 760543 and 31578 (.7). J Bell 0.70

9 March 2019 Compile all executed documents for FTP. B Kirkup 4.40

9 March 2019 Responded to queries from colleagues in respect of the closing process, final comments to forms of documentation (especially in respect of Babcock-related documentation), closing room and closing room process while in the closing room (0.3); liaised with Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 (comments from various parties in respect thereof) and in respect of communications with counsel in Mozambique, Spain, France and Italy (0.6); correspondence with French colleagues and Mozambique, Italian and Spanish counsel re: closing deliverables (0.2); updated closing folders, closing checklists for MSNs 31576, 31041 and 41357 (as well as compiled executed versions of the various closing deliverables for the same aircraft) (3.4).

A Seliankina 4.50

9 March 2019 Coordinate local formalities for Peru and Cayman with parties (1.7 hours); correspond with local counsel regarding the same (1.5 hours); coordinate closing documents and signatures (1.2 hours).

H Lee 4.40



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9 March 2019 Corresponded with R. Rigney and Moroccan local counsel with respect to the requirements for the registration of the transfer of title for MSNs 31141, 31255 and 31418.

A Leal 0.80

9 March 2019 Review status of outstanding items and provide comments to checklists for PNG and Malaysia aircraft and discuss the same with P. Alejandro (1.8 hours). Coordinate with VP and Macquarie re: expired COR for MSN 760612 (0.4 hours). Coordinate internally re: outstanding Waypoint signatures with special signing instructions for PNG and Malaysia aircraft (0.6 hours). Coordinate with local counsel re: outstanding items (1.0 hours).

P Ott 3.80

9 March 2019 Email correspondence with P.Alejandro and B.Fetterolf in respect of Revocation of DPOA's to be executed by Waypoint entities for MSNs 69074, 69076 and 69048 (0.4); Email correspondence with B.Ludwig and M.Sciascia following review of all executed documents received so far and status update - email setting out the same to R.Rigney at Vedder Price; updates to master tracker and various check-lists to reflect the same (1.9); email correspondence with P.Lin (Taiwanese local counsel) with respect to closing logistics and liaising with the Lessee (Emerald Pacific Airlines); email correspondence with Lessee in respect of the same and the execution of the DPOA's (0.9); email correspondence with M.Abols in respect of timing for close (0.3); attention to various emails and filing various documents on i-manage (0.4).

Z Taher 3.90

9 March 2019 Update closing checklists in anticipation of closing (2.6); follow up with local counsels on documents and correspondence received (1.2); follow up with lessees on outstanding items (.9); update trackers (1.4).

A Karnikian 6.10

9 March 2019 Supervising B. Fetterolf and J. Lee re: correspondence with local counsel and the client re: closing process for MSN 4137.

A Oseasohn 0.60

9 March 2019 Coordinate execution and executed versions for all documents regarding MSNs 920117, 31578, 760543 and 760765 (3.7).

A Boscio 3.70

9 March 2019 Revise checklists and compile executed versions of documents, along with printing and assembly of the same in closing room, for MSNs 1251, 31414, 31798, 41210, 760612, 760682, 760651 (7.2); attend to local counsel correspondence for MSNS 31414, 31798, 41210, 760612, 760682, 760651 (0.2); coordinate execution of side letter for MSN 760651 (0.1); attend to questions from team in closing room and related correspondence (0.6).

P Alejandro 8.10

9 March 2019 Attention to closing documentation/deliverables and preparation of closing documents (including assistance with closing room) (6.5).

B Ludewig 6.50

9 March 2019 Compile signature pages and executed versions of documents for MSNs 41005, 760608, 760624, 920143, 31407, 31492, 31498, 920113, 920141, 920150, 920152 and 920153 (1.0). Set up closing room (0.4).

S Chan 1.40

9 March 2019 Reviewed Lessee correspondence and updated lessee tracker for MSN 3077 (0.1); Coordinated closing room logistics (4.1).

T Edwards 4.20

9 March 2019 Reviewed local law POAs and related outstanding documents for 17 jurisdictions (3.2); reviewed checklist and signature pages in the closing room for MSNs 53595, 53914 and 53916 (0.5); reviewed checklist and signature pages in the closing room for 52310, 52318, and 52320 (0.5); reviewed checklist and signature pages in the closing room for MSN 14786 (0.7).

B Fetterolf 4.90



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9 March 2019 Prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760764 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20185 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20191 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920062 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920063 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 4466 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20184 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 49029 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920117 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31141 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31255 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31418 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31578 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760543 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760765 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760626 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2047 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2057 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760617 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760628 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760631 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 41511 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 89007 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920119 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20159 (.2 hours).

S Glendon 6.10

9 March 2019 Prepare for the physical closing by printing, filing, and reviewing closing documents for MSN 31576 (2.1); MSN 20181 (2.9); compile the signature pages and execution versions of documents for MSN 31576 (2.0).

Y Han 7.00



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9 March 2019 Updated Master checklist tracker (3.2 hours); compile and email executed versions of documents to A. Farol (1.2 hours); Assist VP in review in physical closing room (0.8 hours).

R Hughes 5.20

9 March 2019 Update Checklists Tracker for Vedder Price and Waypoint review for MSNs 2047, 2057 and 20159 (0.7); attend to closing logistics and compile fully executed documents for MSN 760617 (1.1); attend to closing logistics and compile fully executed documents for MSN 760628 (0.8); attend to closing logistics and compile fully executed documents for MSN 760631 (0.6); attend to closing logistics and compile fully executed documents for MSN 41511 (0.8); attend to closing logistics and compile fully executed documents for MSN 89007 (0.6); upload fully executed documents to FTP file share site for MSNs 760617, 760628, 760631, 41511, 89007 and 920119 (0.4); revise closing checklist of MSN 41511 (0.2); revise closing checklist of MSN 89007 (0.2); revise closing checklist of MSN 920119 (0.2); Update Checklists Tracker for Vedder Price and Waypoint review for MSNs 760617, 760628, 760631, 760626, 41511, 89007 and 920119 (0.9).

K Kinder 6.50

9 March 2019 Correspondence/communication with internal team re: closing process (0.8); Revisions to closing documents for MSNs 920273 (0.5); 57207 (0.2); 920281 (0.5); 6658 (0.4); 6655 (0.4).

J Klein 2.80

9 March 2019 Prepare the executed versions and execution versions of all pre-closing items for MSN 41371 (1 hour), MSN 14786 (0.2 hour) and the Rotorcraft MSNs (0.9 hour).

J Lee 2.10

9 March 2019 Update tracker for MSN 20185 (.3 hours); Update tracker for MSN 20191 (.3 hours); Update tracker for MSN 4466 (.2 hours); Update tracker for MSN 20184 (.2 hours).

L Mesa 1.00

9 March 2019 Attention to closing documents (0.6). J Ryu 0.60

9 March 2019 Prepare closing room sets with respect to MSNs 31319 (3.4 hours), 31320 (3.6 hours), 920022 (.9 hours), 920095 (1.1 hours), and 920110 (.7 hours). Prepare executed versions of agreements with respect to MSN 1261 (1.3 hours) and 2066 (1.2 hours). Revise closing room set with respect to MSN 31042 (1.6 hours).

M Werkneh 13.80

9 March 2019 Assist Vedder Price in reviewing documents in the closing room and assist W&C team in compiling signature pages received for various MSNs (6.8).

Y Riachy 6.80

9 March 2019 Review documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (5.3 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.2).

A Farol 5.50

9 March 2019 Attention to coordination of ordering, delivery, and transportation of all filing materials and office supplies to the closing room (4.8); Attention to preparation of the room for receipt of documents (1.2).

M Sciascia 6.00

10 March 2019 Review draft of Section 2.03 agreement and answer inquiries (.80); follow-up with responsible W&C lawyers regarding same (.70); review and respond to further inquiries regarding local transfer agreement (.60); supervise pre-closing process, respond to inquiries regarding special situations and monitor local counsel advice regarding closing (2.20).

M Smith 4.30

10 March 2019 Exchange email with J. Ball re: cure issues and letter agreement (.1); exchange email with T. Wolynski re: same (.1); exchange email with J. Conte re: same (.1).

R Graham 0.30



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10 March 2019 Internal emails re: closing (0.4); review emails / checklist queries from J Klein and J Ryu and respond re: same (0.4).

D Wright 0.80

10 March 2019 Review of transaction correspondence and oversight of production of documents for closing (4.5); review of cure amount issue for Pratt & Whitney Canada assets and related correspondence with Weil, White & Case and Waypoint (0.4); consideration of issue relating to WAC 1 counsel and related correspondence with P.Ott; correspondence with D.Grotts and A.Seliankina regarding release of collateral and local law filings at closing and co-ordination of same (0.7).

M Abols 5.60

10 March 2019 Reviewing executed documents and circulating to Vedder Price, correspondence with Skyways and Shenzen Kings on outstanding items and correspondence with PRC counsel on revised closing timetable re: MSN 4517 and 1241 (1.0); reviewing executed documents and circulating to Vedder Price, correspondence with Tropical Artic on outstanding items and correspondence with Nigerian counsel on updated timetable for closing re: MSN 36371 and MSN 41360 and MSN 31295 (1.0).

G Patterson 2.00

10 March 2019 Review comments from Hogan Lovells to insurance certificate (.3); email correspondence re AOG helicopters (.4); revise checklists and ancillary documents for AOG helicopters (2.5); email correspondence re WAC 2 facility (.6); email correspondence re MSN 920119 bills of sale (.2).

D Grotts 4.00

10 March 2019 Correspondence with Vedder Price and Weil re document assignment and Titan re documents for execution.

J Bell 0.70

10 March 2019 Track email correspondence on open items (0.7); prepare checklists and execution versions for AOG (0.6); respond to VP comments on delayed aircraft and consents required (0.1).

B Kirkup 1.40

10 March 2019 Reviewed, and commented on, the Italian Local Transfer Agreement (including the schedules thereto) as per M. Smith’s request (1.1); responded to queries from colleagues in the closing room (including queries that they have passed on from Vedder Price) (0.8).

A Seliankina 1.90

10 March 2019 Correspond with lessees regarding closing deliverables (0.4 hours). H Lee 0.40

10 March 2019 Discussed signature pages provided by TVPX with S. Glendon in order to compile the physical closing binders (.3 hours); corresponded with B. Fetterolf regarding consularization by the Moroccan embassy of officer certificates executed by Waypoint (.3 hours).

A Leal 0.60

10 March 2019 Coordinate with Wells Fargo, Paul Hastings, Winston Strawn and Macquarie re: representation of collateral agents and release of signatures (0.8 hours). Follow up with PNG and Malaysia counsel re: outstanding items and plan for closing and post-closing items (0.6 hours). Coordinate internally with P. Alejandro and with VP re: outstanding items and updated checklists (1.2 hours).

P Ott 2.60

10 March 2019 Attention to email from J.Lee from Emerald Pacific Airlines and related email correspondence with J.Lee and P.Lin, Taiwanese counsel in respect of de-registration and registration with the CAA and mechanics for close (0.7); email correspondence with Emman from Erif with respect to insurance certificates; email correspondence with B.Ludwig with respect to local law documents for closing room; attention to various emails. (0.8).

Z Taher 1.50

10 March 2019 Research re winding down of SG entities and director's duties and drafting B Geh 2.50



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responses to Weil's queries re. same.

10 March 2019 Coordinate and prepare signature pages, execution versions and executed versions for MSNs 31578, 920117, 760543 and 760765.

P Perez Moreno 7.50

10 March 2019 Review assignment and assumption agreements for HNZ (.8); follow up with lessees (.9); follow up with local counsel on any outstanding items or pacing items (1.1); draft status update for Indonesian aircraft (.7); draft status update for German aircraft (.8).

A Karnikian 4.30

10 March 2019 Review of B. Fetterolf and J. Lee draft correspondence to local counsel and the client re: closing process for MSN 4137.

A Oseasohn 1.60

10 March 2019 Coordinate execution and executed version of all W&C/VP documentation for MSNs 920117, 31578, 760543 and 760765 (4.6).

A Boscio 4.60

10 March 2019 Revise checklists and compile executed versions of documents, along with printing and assembly of hr same in closing room, for MSNs 1251, 31414, 31798, 41210, 760612, 760682, 760651 (6.3); attend to local counsel correspondence for MSNS 31414, 31798, 41210, 760612, 760682, 760651 (0.2); attend to questions from team in closing room and related correspondence (0.3); draft signature pages required for release documents and attend to correspondence regarding the same (0.2).

P Alejandro 7.00

10 March 2019 Review February proforma for compliance with fee guidelines (1.6); send related correspondence to associates re: their billing entries (2.5).

A Foreman 4.10

10 March 2019 Circulated local counsel correspondence (0.1 hours); checked signature page packets received from Lessee counsel for MSNs 920062 and 920063 and confirmed everything required was included in packets (0.6 hours).

R Llamo 0.70

10 March 2019 Preparation of closing documents (including assistance with closing room) (4.0).

B Ludewig 4.00

10 March 2019 Set up closing room (0.7 hours). S Chan 0.70

10 March 2019 Reviewed local law POAs and related outstanding documents for 17 jurisdictions (1.2); organized transaction documents in preparation for closing for MSNs 53595, 53914, 53916, 52354, 52398, 52310, 52318, 52321, 52322, and 52320 (2.4).

B Fetterolf 3.60

10 March 2019 Prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760764 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20185 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20191 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920062 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920063 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 4466 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20184 (.2 hours); prepare physical closing room documents, incorporate

S Glendon 5.00



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original signature pages, support VP representatives and related correspondence for MSN 49029 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920117 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31141 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31255 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31418 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31578 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760543 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760765 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760626 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2047 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2057 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760617 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760628 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760631 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 41511 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 89007 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920119 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20159 (.2 hours).

10 March 2019 Assist and support Vedder Price in their review of the closing documents (5.4 hours).

R Hughes 5.40

10 March 2019 Attend to closing logistics and compile fully executed documents for MSN 920119 (1.1); attending to closing logistics and compiling documentation for MSN 41005 (0.9); attending to closing logistics and compiling documentation for MSN 760608 (0.7); attending to closing logistics and compiling documentation for MSN 760624 (0.7); attending to closing logistics and compiling documentation for MSN 920143 (0.8); attending to closing logistics and compiling documentation for MSN 760706 (0.4); revise closing checklists of MSNs 2047 and 2057 (0.4); revise closing checklists of MSNs 760617, 760628 and 760631 (0.3); revise closing checklists of MSNs 41511, 89007 and 920119 (0.4); revise closing checklist of MSN 41005 (0.1); review comments from Vedder Price regarding Canadian AOG aircraft and prepare responses and correspond (0.1).

K Kinder 5.90

10 March 2019 Correspond with outside counsel re: Assignment and Assumption Agreements for MSN…. (0.5); revisions to CA1 and CA71 Forms for MSN 6655 (0.4); revisions to CA1 and CA71 Forms for MSN 6658 (0.4);

J Klein 4.00



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revisions to CA1 and CA71 Forms for MSN 920125 (0.3); revisions to CA1 and CA71 Forms for MSN 920231 (0.4); cross-check closing documents with closing checklists (1.6); correspondence with local team (0.4).

10 March 2019 Prepare the executed versions and execution versions of all pre-closing items for MSN 41371 (1.5 hours) for FTP posting; update the checklist tracker for VP (0.4 hour).

J Lee 1.90

10 March 2019 Send updated Eurocontrol Letter for MSN 920062 to A. Farol (.1 hours); Send updated Eurocontrol Letter for MSN 920063 to A. Farol (.1 hours).

L Mesa 0.20

10 March 2019 Revise closing checklists and closing documents with respect to MSN 20012 (1.0); revise closing checklists and closing documents with respect to MSN 20022 (1.0); revise closing checklists and closing documents with respect to MSN 20025 (1.0); revise closing checklists and closing documents with respect to MSN 920273 (1.0); revise closing checklists and closing documents with respect to MSN 920281 (1.0); revise closing checklists and closing documents with respect to MSN 57207 (0.1); revise closing checklists and closing documents with respect to MSN 31046 (1.0); revise closing checklists and closing documents with respect to MSN 31406 (1.0); revise closing checklists and closing documents with respect to MSN 31308 (1.0).

J Ryu 8.10

10 March 2019 Prepare closing room sets with respect to MSNs 920022 (1.1 hours), 920095 (.9 hours) and 920110 (.7 hours).

M Werkneh 2.70

10 March 2019 Assist Vedder Price in reviewing documents in the closing room (1.5); assist W&C team in compiling signature pages received for various MSNs (3.0).

Y Riachy 3.00

10 March 2019 Review documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (3.8 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.2).

A Farol 4.00

11 March 2019 Prepare agenda for bi-weekly status call and participate in pre-call and bi-weekly call (Waypoint, Weil, Macquarie and Vedder) (1.30); draft form of letter to local counsel to be sent at closing and related discussions (.90); Meetings with T. Wolynski, C. Knott and M. Wolfson to discuss open items (1.10); supervise pre-closing process and closing room set-up (2.1); correspondence regarding local law matters (1.80); discussion with R. Graham and T. Wolysnki regarding CHC settlement and transferred contracts list (.50).

M Smith 7.70

11 March 2019 Leave voicemail for J. Ball re: cure issues and letter agreement (.1); revise same (1.9); confer with J. Conte (Weil) re: filing of assumption list (.1).

R Graham 2.10

11 March 2019 Exchange email with A. Foreman re: fee application procedure. R Graham 0.10

11 March 2019 Preparing for closing, including: review revised Babcock insurance certificate MSN 57207 and liaise VP re MSN 57207 CPs (0.4); numerous emails to/from R Guinness re: Babcock CPs (.9); review / respond to various queries from S Swaminathan (0.4); liaise Dutch counsel re: instruction letters (0.4); review Dutch aircraft documentation requests from VP and liaise with Dutch counsel re: same, and preparing email attaching all required items (1.3); reviewing pro forma revocation letters and supervise James Charteris Black re: duplicating the same and various discussions / instructions to J Charteris Black (1.3) review outstanding email request for MSN 57207 and attach required documents and provide new list of outstandings (1.0); misc further changes to AAAs requested by

D Wright 8.60



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VP (0.6); various discussions with G Patterson and J Turner re: collateral agent release emails / process / engine bill of sale issue (0.6); various follow up emails to/from Wells Fargo / Akin Gump (.4); provide comments on DPOAs / Eurocontrol Letters / ancillary documents (1.1); liaise with M Smith re: VAT query from Vedder Price (.2).

11 March 2019 Biweekly status meeting with Waypoint (0.5); biweekly status meeting with Macquarie, Weil, Vedder Price and Waypoint and related follow-on discussions (0.5); review of closing room and related discussions with B.Rigney and P.Alejandro (0.6); phone call with M.Cruz and M.Smith to discuss outstanding lender consent issues (0.4); phone call with D.Grotts to discuss lender consent issues and obtaining authority to release signature page for collateral agents (0.4); phone calls with P.Ott to discuss collateral agent consent and related follow-up (0.4); discussions with M.Wolfson to discuss status for closing (0.4); phone calls with Mayer Brown as counsel to WAC 3 lenders to discuss consent to release of signatures at closing (0.3); review of transaction correspondence and responding to various issues including assignment of maintenance agreements, status of local law powers of attorney, outstanding items for closing and execution of lessee consents (7.2).

M Abols 10.70

11 March 2019 MSN 9205, MSN 57207 - Attention/response to emails during the course of the day and preparing outstanding info emails in respect of each aircraft (2.6hr). Review the folder of each aircraft and all signing authorities in anticpation of closing to ensure nothing is missing and asking for further missing info (5.3 hr).

S Swaminathan 7.90

11 March 2019 Update meeting with James Turner (0.2), correspondence with VP and ALG on status of outstanding items and release of share mortgage and correspondence with Waypoint on signature status re: MSN 920150 (0.5); update meeting with James Turner (0.2), reviewing correspondence, updating checklists, correspondence with Caverton and Tropical Arctic, reviewing and updating checklists, giving instructions to Ben Ludewig and checking executed documents and circulating MSN 36371 and MSN 41360 and 31295 (4.1); update meeting with James Turner (0.2), reviewing correspondence (0.3), circulating executed documents to PRC counsel and VP (0.4), correspondence with lessees (0.4), correspondence with VP and Waypoint on outstanding items (0.5), giving instructions to Ben Ludewig (0.3), and reviewing and updating checklists re: MSN 4517 and 1241 (1.5); reviewing general correspondence (0.2).

G Patterson 8.80

11 March 2019 Bi-weekly internal update call (.5); bi-weekly call with Vedder Price, Weil and Macquarie (.5); call with Brazilian counsel (.4); review Brazil International Registry filings (1.2); prepare list of outstanding lender consents (3.0); email correspondence re same (.3); review signature pages for MSNs 31407, 31498 and 31492 (.4); revise Canadian registered aircraft documents (2.3); finalize documentation for Brazil registered aircraft (4.2).

D Grotts 12.80

11 March 2019 Follow up with FAASA re. Assignment of Lease and related documents (0.3 hours); Follow up with VP re execution of POA for Colombian counsel for execution of documents on behalf of Macquarie (0.3 hours); Review Assignment and Assumption Agreement, Bill of Sale, Incumbency Certificate, signed on behalf of WAC1F, and coordinate delivery to Colombian counsel (0.5 hours); Review executed CPs delivered by FAASA, and send comments (0.6 hours); Review draft insurance certificates for MSN 31100 (0.6 hours); Follow up with Ecocopter insurance broker re. revised insurance certificate (0.2 hours); Follow up with Spanish counsel re. pending documents for closing (0.5 hours); Follow up with Chilean counsel re. pending items for closing (0.4 hours); Follow up with Colombian counsel re. pending documents for closing (0.4 hours); Follow up with Ecocopter re. delivery of signature pages (0.2 hours); Status call




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with Mark Wolfson (0.2 hours); Attention to several email re closing procedure and closing CPs (1.3 hours).

11 March 2019 Discussion with G. Patterson regarding MSN 1241 IDERA (0.1); email to B. Ludewig regarding updates to bills of sale for MSNs 36371, 41360, 31295, 4517, 1241, 69048, 69074 and 69076 (0.1); email to S. Chan regarding updates to bill of sale for MSN 920150 (0.1); briefing with G. Patterson with respect to current status and action items for MSN 920150 (0.4); briefing with G. Patterson with respect to current status and action items for MSNs 6371, 41360 and 31295 (0.4); briefing with G. Patterson with respect to current status and action items for MSNs 1241 and 4517 (0.4); review of engine MSNs and bill of sale for MSN 950150 and liaising with S. Chan, G. Patterson and D. Wright with respect to the same (0.6).

J Turner 2.10

11 March 2019 Attention to documents, signature pages, and closing matters for 49029 (.8), 920117 (.8), 31141 (.8), 31255 (.8), 31418 (.8), 760543 (.8), 760765 (.8), 31578 (.8).

J Bell 6.40

11 March 2019 Finalize all outstanding deliverables for Australia and Norway (0.6); prepare certified copies of documents for Kenyan counsel (0.3); respond to emails from Norwegian counsel and Waypoint (0.3); review and update list of signatures required from Lenders (0.4); respond to Waypoint chasers and coordinate responses on CHC (0.4); follow up and discussion revocation of DPOA with Wells Fargo (0.2); discussions re Honeywell assignment (0.2); update local counsel on closing date (0.2); coordinate all closing deliverables and review closing file originals (2.0); coordinate final deliverables with local counsel requiring working overnight to ensure no lost time and calls with VP/Waypoint (2.5).

B Kirkup 7.10

11 March 2019 Attention to correspondence from colleagues and client in respect of jurisdictional advice, including receipt of originals and signing formalities and including in respect of Mozambique, Spain, France and Italy (2.1); responded to queries from Y. Han in respect of documentation for MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041 and in respect of communications with counsel in Mozambique, Spain, France and Italy (2.3); discussions with Vedder Price re: the same (0.7); prepared for, and participated in, call/meeting with Waypoint re: status updated (0.7); prepared for, and participated in, call with all parties re: status update (0.6); participated in meeting with Vedder re: status of outstanding items in each jurisdiction (3.9); correspondence with Mozambique, French, Italian and Spanish counsel re: whether they have received the necessary closing deliverables, the originals of the closing deliverables (including Powers of Attorney, Irrevocable Deregistration and Export Request Authorisations, Deregistration Powers of Attorney, Assignment and Assumptions Agreements) and updated Vedder re: the same (2.8).

A Seliankina 13.90

11 March 2019 Attention to corresponding with Swedish local counsel regarding local filings for MSNs 20185 and 20191 (1.7); Attention to corresponding with Cayman local counsel regarding local filings for MSNs 760764 (1.7); Attention to corresponding with Peruvian local counsel regarding local filings for MSNs 760764 (2.6); Finalize ongoing tail insurance with respect to MSN 20185; correspond re: same with lessee (0.8); Finalize insurance rider with respect to MSNs 920062 and 920063 and correspond re: same with lessee (1.1); Correspond with VP regarding local filings in Peru for MSN 4466 (0.9); Correspond with client and A&L Goodbody regarding Waypoint approvals (1.6); and Correspond with Wells Fargo regarding signatures for MSN 4466 (0.8).

H Lee 11.20

11 March 2019 Corresponded with Morocco counsel with respect to the outstanding requirements for the transfer of MSNs 31141, 31255 and 31418 (1 hour); revised Assignment and Assumption Agreement for MSN 49029 based on

A Leal 8.50



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comments from D. Spivey (.4 hours); revised POAs based on comments received from K. Childs of Wells Fargo (1 hour); discussed status of deliverables for the transfer of MSN 49029 with Norwegian local counsel (.8 hours); discussed status of the deliverables for the transfer of MSNs 31141, 31255, 31418 and 49029 with Vedder Price (1.1 hours); discussed deliver of originals with Heliconia (.5 hours); discussed status of deliverables for the transfer of MSN 49029 with Norwegian counsel (1 hour); discussed delivery of POA and mortgage release originals by Wells Fargo with J. Bell (.5 hours); discussed status of the mortgage release and POAs with K. Childs (.3 hours); revised Bills of Sale form MSNs 31418 and 49029 based on most recent data regarding serial numbers (.4 hours); discussed status of the POA to be executed by Wells Fargo and the legal opinion to be issued by Delaware counsel to the buyer of 920047 with W. Schelie (.4 hours); coordinated with Norwegian local counsel to provide revised drafts of the POA and legal opinion to Wells Fargo (.3 hours); prepared punch list items for the transfer of MSNs 31141, 31255, 31418 and 490029 (.5 hours); coordinated with D. Grotts for the release of Wells Fargo's signature pages in their capacity as Administrative Agent (.3 hours).

11 March 2019 Coordinate with PNG counsel via emails and phone calls to address signing formality issues re: final versions of Deeds of Revocation of Existing DPOA and Deeds of Release of Security for MSNs 31414 and 31798 (1.7 hours). Coordinate with Malaysian counsel via emails to address signing formality issues re: final versions of Deeds of Revocation of Existing DPOA and Letters of Authorization for MSNs 41210, 760612 and 760651 (0.7 hours). Follow up with Malaysian counsel re: list of outstanding local law items for MSNs 41210, 760612 and 760651 (0.4 hours). Review and sign off on insurance documentation along with VP (0.7 hours). Coordinate with Waypoint re: execution of Malaysian and PNG documents with special signing instructions (1.3 hours). Coordinate with Weil re: changes to consent letters for MSNs 31414 and 31798 to include comments from AgustaWestland Malaysia (0.5 hours). Participate in phone calls with AgustaWestland Malaysia, Waypoint and VP to discuss outstanding issues in Maintenance Program RDAAAs (0.8 hours). Review and revise draft Maintenance Program RDAAAs for MSNs 31414 and 31798 and circulate updated versions (2.5 hours). Participate in status check in calls with Waypoint and VP (0.4 hours).

P Ott 9.00

11 March 2019 Email correspondence with Emman from Erif with respect to date for insurance certificates in respect of MSNs 69074, 69076 and 69048 (0.3); email correspondence with J.Lee from Emerald Pacific Airlines with respect to DPOA's to be signed and closing (0.2); email correspondence with R.Rigney with respect to collated documents received and oustandings (0.5); collation of signature pages received (0.5); updates to check-list and trackers (0.5) and attention to various internal email correspondence and requests (0.8).

Z Taher 2.80

11 March 2019 Preparing responses to R Berger's email re. winding up pursuant to research.

B Geh 2.90

11 March 2019 Coordinate and prepare signature pages, execution versions and executed versions for MSN 31578 (1.9), MSN 920117 (1.9), MSN 760543 (1.9); and MSN 760765 (1.8).

P Perez Moreno 7.50

11 March 2019 Review and revise all closing checklists (3.6); update lessee tracker and master tracker (1.7); draft comprehensive status update for Vedder for Germany (.7); draft comprehensive status update for Vedder for Indonesia (.9);draft comprehensive status update for Vedder for Philippines (.9); draft comprehensive status update for Vedder for Denmark (.7); call with Vedder (.3); follow up with Indonesian counsel on pacing items (.8); follow up with

A Karnikian 10.50



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Philippine counsel on pacing items (.9).


A Oseasohn 1.30


A Boscio 14.40

11 March 2019 Confer with P. Ott regarding MSNs 31414, 31798, 41210, 760612, 760682, 760651, and attend to related correspondence (1.2); confirm engine numbers for these same MSNs as well as MSN 1251 (0.5); revise bill of sale for MSN 760651 to correct engine number (0.3); compile executed versions for these same MSNs of all documents, including deregistration power of attorneys and deeds to send to local counsel and confirm physical copies of the same (2.4); compile physical sets of all documents for these same MSNs (6.3); respond to questions from team members and attend to related correspondence (1.1).

P Alejandro 11.80

11 March 2019 Send related correspondence re: billing entry corrections (2.1); Draft Feb fee statement (0.2); Review interim fee app procedures and send correspondence to R. Graham re: same (0.8); Review certificate of service for fee app and send correspondence re: court dial-in (0.2).

A Foreman 3.30

11 March 2019 Preparation of closing documents (including assistance with closing room) (3.1).

B Ludewig 3.10

11 March 2019 Compile executed documents for MSN 31407 (0.4); Compile executed documents for MSN 31492 (0.4); Compile executed documents for MSN 31498 (0.4); Compile executed documents for MSN 920113 (0.4); Compile executed documents for MSN 920141 (0.4); Compile executed documents for MSN 920152 (0.4); Compile executed documents for MSN 920153 (0.4); Compile executed documents for MSN 920143 (0.4); Compile executed documents for MSN 41005 (0.3); Compile executed documents for MSN 760608 (0.3); Compile executed documents for MSN 760624 (0.3); Set up closing room (1.8).

S Chan 5.90

11 March 2019 Reviewed AAAs and ESNs for USA-based MSNs, and discussed potential revisions with local counsel (3.6 hours); reviewed closing checklists status for USA-based MSNs (1.5 hours); reviewed local law POAs and assessed current execution statuses for multiple jurisdictions (4.7 hours); reviewed closing checklist for MSN 41371 and corresponded with lessee to arrange for signatures (1.2 hours); reviewed closing checklist and related documents for MSN 41371 in preparation of the pre-closing transfer (1.1 hours); liaised with local counsels to arrange for further POAs to be executed (1.2 hours).

B Fetterolf 13.30

11 March 2019 Prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760764 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20185 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20191 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920062 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920063 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 4466 (.1 hours);

S Glendon 3.90



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prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20184 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 49029 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920117 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31141 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31255 (.1 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31418 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31578 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760543 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760765 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760626 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2047 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2057 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760617 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760628 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760631 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 41511 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 89007 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920119 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20159 (.2 hours).

11 March 2019 Communicate with client re: MSN 9229 (1.0); Communicate with buyer’s side regarding MSN 9205 (1.4); Compile signature pages for MSN 9229 (2.1 hours), MSN 9205 (1.8 hours), MSN 41357 (0.6 hours); Attend to the closing room (6.1).

Y Han 13.00

11 March 2019 Revise POA for MSN 4466 (0.3 hours); Obtain signature for bills of Sale for MSN 4688, 4780, 4781, 4349 (0.4 hours); compile execution version of all documents and sent to Spanish local counsel, and related correspondence (0.7 hours); correspond with Vedder price regarding missing signature pages (0.3 hours); organize and maintain current documents in closing room (3.5 hours).

R Hughes 5.20

11 March 2019 Attend to closing logistics and compile fully executed documents for MSN 920143 (1.1); attend to closing logistics and compile fully executed documents for MSN 41005 (0.7); attend to closing logistics and compile fully executed documents for MSN 760608 (0.8); attend to closing logistics

K Kinder 10.90



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and compile fully executed documents for MSN 760706 (0.3); attend to closing logistics and compile fully executed documents for MSN 760624 (1.0); prepare for and meet with D. Grotts to discuss closing preparedness of all Brazilian registered aircraft and outstanding deliverables and signatures (0.5); attend to closing logistics and compile fully executed documents for MSN 41511 (1.2); prepare for and hold conference call with D. Grotts, S. Chan and Brazilian local counsel to discuss status of local transaction documents, outstanding signatures and closing day logistics (0.6); attend to closing logistics and compile fully executed documents for MSN 89007 (0.7); correspond with S. Glendon regarding status of original signatures and physical closing room (0.2); attend to closing logistics and compile fully executed documents for MSN 920119 (0.8); prepare for and hold conference call with D. Grotts and Vedder Price to discuss Vedder Price checklist of outstanding issues with Brazilian registered MSNs (0.5); update draft of Closing Checklist of MSN 41511 (0.1); update draft of Closing Checklist of MSN 89007 (0.1); update draft of Closing checklist of MSN 920119 (0.2); update draft of closing checklist of MSN 920143 (0.1); update draft of Closing Checklist of MSN 41005 (0.1); update draft of Closing Checklist of MSN 920143 (0.1); update draft of Closing Checklist of MSN 760608 (0.1); update draft of Closing Checklist of MSN 760624 (0.1); update draft of Closing Checklist of 760706 (0.1); review revised Insurance Certificates of MSNs 2047, 2057, 760617, 760628 and 760631 (0.3); review updated ESN chart from Waypoint and verify ESNs in all Brazilian registered aircraft Bills of Sales (0.3); revise Bill of Sale and Local Bill of Sale for MSN 920119 (0.2); review local counsel draft of ATC Letter Revocations for MSNs 2047, 2057, 760617, 760628 and 760631 (0.4) attend to closing logistics and compile fully executed documents for MSN 760706 (0.3).

11 March 2019 Revisions to checklist for MSN 6655 (0.4); revisions to checklist for MSN 6658 (0.4); revisions to checklist for MSN 920125 (0.4); revisions to checklist for MSN 920231 (0.3); revisions to checklist for MSN 920273 (0.3); revisions to checklist for MSN 920281 (0.6); revisions to checklist for MSN 20012 (0.3); revisions to checklist for MSN 20022 (0.4); revisions to checklist for MSN 20025 (0.4); revisions to checklist for MSN 31046 (0.5); revisions to checklist for MSN 31308 (0.5); revisions to checklist for MSN 31406 (0.4); revisions to master checklist tracker (0.7); correspondence with necessary signing parties (0.5); revisions to AAA, lessee notice for MSN 920273 (0.5); revisions to AAA, lessee notice for MSN 920281 (0.6); revisions to apostilled docs for MSN 31406 (0.5); attention to lessee notices for MSNs 20012, 20022, 20025 (0.5); revisions to Eurocontrol, EU ETS Letters, and IDERA docs for MSNs 920273, 920281 (0.6); revisions to Eurocontrol, EU ETS Letters, and IDERA docs for MSNs 20012, 20022, 20025 (0.8); revisons to insurance certificates for MSNs 20012, 20022, 20025, 920273, 920281 (0.6); revisions to insurance certificates for MSNs 31046, 31308, 31406 (0.5); create physical closing room folders for various documents (1.1).

J Klein 11.80

11 March 2019 Revise documents for MSN 52320 to reflect ESN changes and discuss with VP (0.5 hour); discuss with M&T issues related to how ESN changes affect FAA filings for the Rotorcraft MSNs and MSN 14786 (1.5 hours); revise the AAAs for the Rotorcraft MSNs and MSN 14786 to reflect the new ESNs that are different from those on the acceptance certificates (4.9 hours).

J Lee 6.90

11 March 2019 Update checklist for MSN 920062 (.2 hours); Update checklist for MSN 920063 (.2 hours). Confirm engine serial numbers for MSN 20185 (.1 hours); Confirm engine serial number for MSN 20191 (.1 hours); confirm engine serial number for MSN 920062 (.1 hours); confirm engine serial number for MSN 920063 (.1 hours); confirm engine serial number for MNS 20184 (.1 hours); confirm engine serial number for MSN 4466 (.1 hours); confirm engine serial number for MSN 760764 (.1 hours). Compile insurance certificates for MSN 20185 (.2 hours); compile insurance

L Mesa 3.80



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certificates for MSN 20191 (.2 hours); Compile signature pages for MSN 920062 (.5 hours); Compile signature pages for MSN 920063 (.5 hours); Update tracker per D. Grotts request (.3 hours); Compile executed versions for MSN 20185 (.5 hours); Compile executed versions for MSN 20191 (.5 hours).

11 March 2019 Revise closing checklists and closing documents for MSN 6655 (0.2); revise closing checklists and closing documents for MSN 6658 (0.2); revise closing checklists and closing documents for MSN 920125 (0.2); revise closing checklists and closing documents for MSN 920231 (0.2); revise closing checklists for MSN 57207 (0.2); revise closing checklists and closing documents for MSN closing checklists and documents for MSN 20022 (1.0); revise closing checklists and closing documents with respect to MSN 920273 (1.0); revise closing checklists and closing documents with respect to MSN 920281 (1.0); revise closing checklists and closing documents with respect to MSN 57207 (0.1); revise closing checklists and closing documents with respect to MSN 31046 (0.3); revise closing checklists and closing documents with respect to MSN 31406 (0.3); revise closing checklists and closing documents with respect to MSN 31308 (0.4).

J Ryu 6.50

11 March 2019 Revise closing room sets with respect to MSNs 1261 (1.2 hours), 2066 (.9 hours), 31042 (.8 hours), 31203 (1.5 hours), 31319 (1.8 hours), 31320 (1.7 hours), 31444 (1.3 hours).

M Werkneh 9.20

11 March 2019 Preparing and compiling the documents to be sent to the DGAC. A Chan Hon 2.10

11 March 2019 Drafting CA51 IDERA revocation forms (0.9); circulating the forms (0.2); receiving back from counsel and sending on to be signed by authorised entities (0.5); phone call with CAA to determine fees for forms, checking any existing IDERAs recorded against aircraft and if any subsisting mortgages (0.5); drafting emails to collateral agents to get various forms signed and reverted (0.6); drafting DPOA revocation letters, Eurocontrol revocation letters and EU/ETS revocation letters in respect of each aircraft (3.2); liaising with Dutch counsel on suitability of DPOA revocation forms (0.3); various phone calls with CAA (0.7); liaising with supervisor to review drafted revocation letters and amending in response (0.6).


11 March 2019 Checking MSN engine numbers for MSNs 1268, 6828, 20149, 20179, 4469 , 7152 , 7172, 31458, 36458, 760533, 760551, and 760581 to make sure they still conform according to latest engine update spreadsheet, update bills of sale for 7172, 7152 and 4469, 1268, 6828, 760533, 760551 and 760581 and circulate to A. Karnikian, prepare new execution versions and upload to FTP site (1.8) continue to receive original signature pages, compile them, scan executed version and upload to FTP site for MSNs 1268, 6828, 4469, 7172, 7152, 20149, 20179, 31458, 760533, 760551, 760581, and 36458 (4.6).

Y Riachy 6.40

11 March 2019 Review documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (4.5 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (0.3).

A Farol 4.80

11 March 2019 Arrange telephonic hearing appearance and prepare affidavit of service per A. Foreman.

K Pan 0.50

11 March 2019 Attention to coordinating signature page execution and filing for various MSNs.

M Sciascia 6.90

12 March 2019 Review Macquarie revisions to Section 2.03 Agreement and draft rider to same; related discussions (1.2); correspondence with K. DeBlasi and R.

M Smith 8.00



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Lemon regarding notice to local counsel and draft revisions to notice (.60); discussions with Waypoint and Vietnamese counsel regarding AEP Code (.40); pre-closing call with Weil, Waypoint, Macquarie and Vedder and related discussions with Weil and Vedder (1.50); telephone call with G. Kass and M. Cruz regarding further revisions to Section 2.03 Agreement and draft further changes (.8); review CHC objection to cure amounts and correspondence with company regarding same (1.3); supervise preparation for closing and satisfaction of remaining outstanding items (2.20).

12 March 2019 Various calls and emails with R. Graham re: closing issues. R Kebrdle 0.70

12 March 2019 Attend hearing on WAC2 sale order (telephonically) (.2); confer with M. Smith and A. Foreman re: closing items (.2); review docket (.6); attend internal pre-closing prep meeting (1.0); confer with J. Burton and C. Barber re: CHC letter agreement and revise same (2.2); review and analyzeTransferred Contract provisions of APA (1.1); exchange email and confer with J. Conte (Weil) re: same (.5); exchange email with J. Ball (Debevoise) re: same (.1); confer with T. Wolynski re: same (1.5); confer with E. Worenklein (Debevoise) re: same (1.1); review Macquarie assumed contract schedule (.4).

R Graham 8.90

12 March 2019 CHC aircraft - review outstanding documents list from J Munyon and actioning outstanding items including review / finalise DPOA revocation letters and other ancillaries (1.5); email exchange with Dutch counsel re: options for closing without originals (0.7); supervising J Charteris Black re: numerous ancillary documents (0.6); attend part of pre-closing call (0.4); prepare updated LC status table and liaise relevant lawyers re: same (0.8); tel call to Barclays re: LC transfer process and e-mails to/from Waypoint re: same (0.7); email exchange with Ecocopter re: SWIFT LC Amendment (0.7); liaise Ritzville re: LC status (0.3).

D Wright 5.70

12 March 2019 Phone call with Norwegian counsel, Vedder Price and White & Case regarding issues with registration of owner trust structure (0.3); phone call and meeting with Waypoint, White & Case and xxxx (0.8), pre-closing conference call with Weil, White & Case, Macquarie and Vedder Price and related follow-up correspondence (1.3), phone call with P.Ott regarding status of WAC 3 security releases and related follow-up correspondence (0.3); preparation for closing including review of transaction correspondence, closing room and responding to email queries (7.9).

M Abols 10.60

12 March 2019 Preparing outstanding issues list re MSN 57207 and MSN 9205 (1.5hrs). Preparing final folders to send to DGAC for each aircraft (3hrs), attention/response and checking documents through the course of the day (1.7hrs).

S Swaminathan 6.20

12 March 2019 MSN 36371 and MSN 41360 and 31295 - Reviewing and updating checklists (1.5), giving instructions to James Turner and Ben Ludewig (0.5), circulating executed documents (0.6), correspondence with Nigerian counsel on outstanding items (0.6), correspondence with Waypoint, Tropical Arctic, Wells Fargo and Bank of Utah on MSN 31295 Deed of Revocation, proposing revised language, running mark-up and re-circulating for execution (1.2), reviewing and commenting on MSN 31295 insurance certificates (0.6), reviewing correspondence (0.3), updating Waypoint and Vedder Price on outstanding items (0.5); correspondence with Skyways and Shenzen Kings, correspondence with PRC counsel, updating checklists and giving instructions to James Turner and Ben Ludewig, circulating executed documents to relevant parties and providing updates as to status to Waypoint and Vedder Price re: MSN 4517 and 1241 (0.9); reviewing correspondence relating to general closing process (0.3); reviewing general correspondence (0.3).

G Patterson 7.30



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12 March 2019 Prepare for and attend internal pre-closing call (.8); pre-closing call with Weil, Vedder Price and Macquarie (.5); revise MSN 41005 side letter (1.7); email correspondence re same (.5); prepare list of outstanding lender consents (1.2); email correspondence re lender consent (1.5); calls with WAC 6 collateral agent counsel (.2); draft emails to local counsel and lessees re closing (1.3); prepare documentation for closing (1.4).

D Grotts 9.10

12 March 2019 Follow up with Ecocopter regarding delivery of original counterparts of the local law documents to Chilean counsel (0.3 hours); Follow up with Ecocopter insurance broker regarding revised insurance certificate (0.4 hours); Follow up with Ecocopter re registration with Chilean aviation authority of assignment documents (0.4 hours); Follow up with FAASA regarding execution of IDERA, DPOA and eurocontrol letter, and issuance of revised insurance certificate (0.5 hours); Include comments to draft insurance certificate for MSN 20161, and send to Ecocopter insurance broker for issuance of revised certificate (0.8 hours); Telephone conversation with Chilean counsel re closing logistics and pending documents for closing (0.6 hours); Telephone conversation with Colombian counsel re closing logistics and pending documents for closing (0.9 hours); Telephone conversation with Spanish counsel re closing logistics, comments to the documentation and pending documents for closing (0.9 hours); Prepare execution version of the Bills of Sale, Head Lease Terminations, AAAs, AAA Notices for the Babcock España, Babcock Galicia and FAASA Spanish MSNs, for execution by Spanish counsel (1.9 hours); Follow up with Colombian counsel re closing deliverables (0.4 hours); Prepare revised versions of the AAAs, AAA Notices, RDAAAs and RDAAAs Notices, for the Babcock España, Babcock Galicia and FAASA Spanish MSNs, including Spanish counsel's comments, and resend for execution (2.8 hours); Attention to emails re. closing (1.4); Preparation for closing (0.6).


12 March 2019 Checking bill of sale engine serial numbers for MSNs 36371, 41360, 69048, 69076, 4517, 1241, 4517 and 31295 (0.2); Updating checklists tracker for MSNs 4517 and 1241 (0.6); updating checklists tracker for MSNs 36371, 41360 and 31295 (0.9).

J Turner 1.70

12 March 2019 Calls with Moroccan counsel (.4); calls with A. Leal and A. Boscio (1); attention to closing matters for 49029, 920117, 31141, 31255, 31418, 760543, 760765, 31578 (4).

J Bell 5.40

12 March 2019 Track email correspondence on open items and follow up counsel (1.6); certify Kenyan documents (0.4); urgent issues with transfer of TVPX in Norway (0.8); draft correspondence to Lessees and Local Counsel for closing (0.3); closing attendances (1.7).

B Kirkup 4.80

12 March 2019 Attention to correspondence on Project Whiskey in anticipation of closing from local counsel, colleagues, client, Vedder, Weil and Macquarie and addressed remaining queries from colleagues and Vedder re: status of closing deliverables in respect of all aircraft (but especially in respect of MSNs 2018, 31576, 31588, 41357, 41359, 9205, 9229 and 31041), including in respect of timing of delivery of originals to the various local counsel and consequences of non-receipt of originals in any such jurisdiction and effect on transfer of title (4.9); assisted with updating folders in the closing room to reflect most recent status of all documentation in respect of MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 (3.4); prepared for, and participated in, pre-closing call with Weil (0.7); liaised with Spanish, French, Italian and Mozambique counsel re: outstanding missing items (3.4); liaised with Hogan Lovells/Babcock and Everett re: outstanding deliverables for MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 (0.8).

A Seliankina 13.20



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12 March 2019 Attention to corresponding with Swedish local counsel regarding local filings for MSNs 20185 and 20191 (1.6); Attention to corresponding with Cayman local counsel regarding local filings for MSNs 760764 (2.1); Attention to corresponding with Peruvian local counsel regarding local filings for MSNs 760764 (2.6); Correspond with VP regarding closing documents for MSN 20185, 20191, 920062 and 920063 (1.3); Correspond with local counsel in Sweden regarding filings for MSNs 20185 and 20191 (0.9); Prepare local filings in Peru for MSNs 20184 and 4466 (1.3); and Prepare local requirement in Cayman Islands for MSN 760764 (2.8).

H Lee 12.60

12 March 2019 Corresponded with Moroccan counsel with respect to the requirements for the transfer of MSNs 31141, 31255 and 31418 (1.3 hour); attended conference call with Moroccan local counsel, Heliconia and Waypoint (1 hour); attended conference call with Heliconia to discuss the status of the various deliverables under Moroccan law (.7 hours); discussed outstanding requirements under Norwegian law with M. Bergo and B. Kirkup (.8 hours); revised Assignment and Assumption Agreement, Bill of Sale and Lessee Notice for MSN 49029 based on discussions with local counsel (.8 hours); corresponded with Heliconioa regarding the outstanding issues under Moroccan law for MSNs 31141, 31255 and 31418 (.5 hours); review board minutes for WAC 3 (.7 hours); corresponded with local counsel regarding comments to Waypoint's POA as seller of MSN 49029 (2.3 hour); updated and revised closing checklists for MSNs 31141, 31255, 31418 and 49029 (1.4 hours) based on discussions with local counsel regarding post-closing items; revised executed versions of the transfer documents for 49029 (.7 hours); discussed outstanding issues with J. Bell (.4 hours).

A Leal 10.30

12 March 2019 Coordinate with PNG and Malaysian counsels re: outstanding items for local filings (1.5 hours). Coordinate re: resolution of outstanding issues in advance of closing, including release of local liens (1.1 hours). Review execution forms and executed documents (0.5 hours).

P Ott 3.10

12 March 2019 Attention to various emails from internal team with respect to closing and action items; updates to the list of required releases from collateral agents and tracker (0.8); email correspondence with R.Rigney from Vedder Price with respect to documents received for MSNs 69074, 69076 and 69048, updates to check-lists and tracker to reflect the same; email correspondence with James Lee (Emerald Pacific Airlines) and Patricia Lin (Taiwanese counsel) with respect to close and actions to be taken post-closing. (0.7).

Z Taher 1.50


P Perez Moreno 4.50

12 March 2019 Call with W&C and Waypoint to discuss status of open items before pre-closing call (.5 hours); pre-closing call with W&C, Vedder, Macquarie and Waypoint (.5 hours); review MSN 52310, MSN 52320, MSN 52321, MSN 52354, MSN 52398, MSN 53595, MSN 53914, MSN 53916 and MSN 14786 documentation, discuss issue of discrepancy in ESNs with FAA counsel, and coordinate with Vedder regarding possible deliverables in connection with this issue (8.2 hours); coordinate closing deliverables for my aircraft and answer questions from junior associates regarding closing deliverables for other aircraft (3.7 hours).

J Kaplan 12.90

12 March 2019 Review and revise all closing checklists (2.9); update lessee tracker and master tracker (1.7); attend to matters in connection with Capstone and NUH aircraft in Indonesia (2.7); attend to open matters in connection with HNZ in the Philippines (2.9); attend to German law matters (1.3); attend to open matters in connection with all Denmark and Air Greenland aircraft (1.6).

A Karnikian 13.10



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A Oseasohn 1.10

12 March 2019 Responding on queries re. Singapore director. N Mao 1.00


A Boscio 13.80

12 March 2019 Arrange physical copies and PDF executed compiled versions for upload to FTP site for all documents for MSNs 31414, 31798, 41210, 760612, 760682, 760651 and confer with P.Ott regarding the same (8.4); arrange deeds of discharge for lessees and attend to related correspondence; attend pre-closing call with Weil/Vedder (1); attend internal meeting (0.5).

P Alejandro 9.90

12 March 2019 Call with R. Graham and M. Smith re: CHC objection (0.2); Listen-in to Waypoint hearing (0.2).

A Foreman 0.40

12 March 2019 Circulated local counsel correspondence to Vedder Price; circulated updated IDERA revocations for MSNs 20185 and 20191 to Vedder Price; Circulated and double-checked UK documents for MSNs 920062 and 920063.

R Llamo 0.20

12 March 2019 Attention to closing documentation and deliverables and preparation of closing room (2.4).

B Ludewig 2.40

12 March 2019 Compile executed documents for MSN 31407 (0.5); Compile executed documents for MSN 31492 (0.5); Compile executed documents for MSN 31498 (0.5); Compile executed documents for MSN 920113 (0.5); Compile executed documents for MSN 920141 (0.5); Compile executed documents for MSN 920152 (0.5); Compile executed documents for MSN 920153 (0.5); Compile executed documents for MSN 920143 (0.5); Compile executed documents for MSN 41005 (0.5); Compile executed documents for MSN 760608 (0.4); Compile executed documents for MSN 760624 (0.4); Set up closing room (1.2).

S Chan 6.50

12 March 2019 Reviewed executed IDERA signature page for MSN 3077 (0.2); distributed execution versions of RDAAAs and Lessee Notices to WFWS for MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469 (0.2); amended and refiled RDAAAs, Lessee Notices, AAAs and Notices of Assignment for MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469 (3.0); staffed closing room (3.2).

T Edwards 6.60

12 March 2019 Reviewed ESNs for the USA-MSNs and corresponded with J. Kaplan to determine necessary documents to file with the FAA (2.3 hours); reviewed outstanding items for MSN 41371 (1.2 hours); drafted confirmations in preparation of closing for MSN 41371 (0.8 hours); reviewed local law POA requirements for various jurisdictions, and corresponded with associates and the client accordingly (2.2 hours); reviewed security release documents in preparation for closing (0.8 hours); reviewed the AAAs for the USA-based MSN closing set (0.8 hours); compiled executed documents and set up closing room (4 hours).

B Fetterolf 12.10

12 March 2019 Prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760764 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20185 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP

S Glendon 8.20



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representatives and related correspondence for MSN 20191 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920062 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920063 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 4466 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20184 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 49029 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920117 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31141 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31255 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31418 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31578 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760543 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760765 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760626 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2047 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2057 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760617 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760628 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760631 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 41511 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 89007 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920119 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20159 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920022 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920095 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920110 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31203 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31042 (.2 hours);



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prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31319 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31320 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31444 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2066 (.2 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 1261 (.2 hours).

12 March 2019 Update the master tracker for checklists (1.5 hours); communicate with Wells Fargo regarding MSN 31041 (1.5 hours); communicate with the French counsel (2.6 hours); communicate with the Italian counsel (0.9 hours) ; communicate with the Mozambican counsel (1.3 hours); revise the draft waiver letters of MSN 31041 (3.3 hours).

Y Han 11.10

12 March 2019 Email Lessee for MSN 3091, 4688, 3445, 4780, 4781, 4934 to follow up on signature pages (0.3 hours); compiled returned signature pages and incorporated them in to appropriate documents in the closing room and into the system version (7.7 hours); Prepare and send list of outstanding lessee items to M. Wolfson (0.4 hours); Revise returned documents from MSN 3077 (0.5 hours); Correspond with Lessee for MSN 3077 on re-execution of signature (0.3 hours); Correspond with Wells Fargo on local law requirements for Aircraft Mortgage release for MSN 31100 (0.2 hours); Revise Spanish Head Lease Termination Agreements and send to local counsel (0.7 hours);.

R Hughes 10.10

12 March 2019 Draft Lease Agreement Side Letter for MSN 41005 (0.4); draft Lease Agreement Side Letter for MSN 760608 (0.3); draft Lease Agreement Side Letter for MSN 760624 (0.3); revise signature packet for MSNs 41005, 760608, 760624 and 920143 (0.2); attend to closing logistics and compile documentation for MSN 41005 (0.5); attend to closing logistics and compile documentation for MSN 760608 (0.4); attend to closing logistics and compile documentation for MSN 760624 (0.4); attend to closing logistics and compile documentation for MSN 920143 (0.4); attend to closing logistics and compile documentation for MSN 760706 (0.2); review updated ESN chart from Waypoint and verify ESNs in Bills of Sales for assigned MSNs (0.2); revise Bill of Sale and Local Bill of Sale for MSN 760617 (0.4); prepare for and confer with D. Grotts on closing call status and outstanding closing deliverables for Brazilian and Canadian registered MSNs (0.4); Review Vedder Price correspondence and execution versions of Trust Agreements for Brazilian registered MSNs and relay signing and filing instructions to Brazilian local counsel (0.5); attend to closing logistics and compile documentation for MSN 2047 (0.3); attend to closing logistics and compile documentation for MSN 2057 (0.2); attend to closing logistics and compile documentation for MSN 760617 (0.3); attend to closing logistics and compile documentation for MSN 760628 (0.3); attend to closing logistics and compile documentation for MSN 760631 (0.2); attend to closing logistics and compile documentation for MSN 20159 (0.4); attend to closing logistics and compile documentation for MSN 760626 (0.3); attend to closing logistics and compile documentation for MSN 41511 (0.2); attend to closing logistics and compile documentation for MSN 89007 (0.2); attend to closing logistics and compile documentation for MSN 920119 (0.2); attend to closing logistics and compile documentation for MSN 31492 (0.1).

K Kinder 7.30

12 March 2019 Revisions to collateral agent release tracker (1.5); revisions to checklist for MSN 31308 (0.5); revisions to checklist for MSN 31046 (0.4); revisions to checklist for MSN 31406 (0.4); revisions to checklist for MSN 6655 (0.3); revisions to checklist for MSN 6658 (0.2); revisions to checklist for MSN

J Klein 10.00



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920215 (0.3); revisions to checklist for MSN 920231 (0.2); revisions to checklist for MSN 20012 (0.4); revisions to checklist for MSN 20022 (0.4); revisions to checklist for MSN 20025 (0.4); revisions to checklist for MSN 920273 (0.4); revisions to checklist for MSN 920281 (0.5); compiling detailed list of outstanding documents (1.2); filing of original signatures for MSN 31406 (0.4); create physical closing room folders for various documents (2.5).

12 March 2019 Revise the Certificate of Registration for MSN 760764 (0.5 hour); prepare acceptance certificates and engine bills of sale for FAA filing purposes for the Rotorcraft MSNs and MSN 14786 (2.4 hours).

J Lee 2.90

12 March 2019 Save received documents for MSN 20185 and update checklist (.7 hours); Save received documents for MSN 20191 and update checklist (.6 hours).

L Mesa 1.30

12 March 2019 Compile closing documents with respect to MSN 6655 (0.2); compile closing documents with respect to MSN 6658 (0.2); compile closing documents with respect to MSN 920125 (0.3); compile closing documents with respect to MSN 920231 (0.3); compile closing documents with respect to MSN 20012 (1); compile closing documents with respect to MSN 20022 (1); compile closing documents with respect to MSN 20025 (1); compile closing documents with respect to MSN 920273 (1); compile closing documents with respect to MSN 920281 (1); compile closing documents with respect to MSN 57207 (1); compile closing documents with respect to MSN 3146 (1); compile closing documents with respect to MSN 31406 (1); compile closing documents with respect to MSN 31308 (1).

J Ryu 10.00

12 March 2019 Revise closing room sets with respect to MSNs 1261 (1.7 hours), 2066 (1.2 hours), 31042 (1.2 hours), 31203 (1.4 hours), 31319 (2.0 hours), 31320 (1.9 hours), 31444 (1.5 hours).

M Werkneh 10.90

12 March 2019 Preparing, compiling, organising all documents to be sent to the DGAC. A Chan Hon 2.30

12 March 2019 Drafting a new Eurocontrol and EU ETS revocation letter for a new MSN (1.3); drafting CA50 Forms in respect of Aircraft and liaising with Counsel on these (1.4); running redlines on all DPOA, Eurocontrol and EU ETS revocation letters and circulating these to Counsel and New York team (1.1); phone call with CAA to confirm circumstances in which CA71 form required (0.5); determining payments owed to CAA for form submissions based on weight of aircraft and same day service requests (0.4); liaising with Dutch Counsel in chasing CRO extract and arranging for original to be apostilled and sent to Dutch Counsel (0.7); providing local Counsel with check-list on status of all UK CAA form submissions (1.5); chasing relevant copies needed for closing from collateral agent in US (0.5).


12 March 2019 Receive more original signature pages for all 12 MSNs (1268, 6828, 4469, 7172, 7152, 20149, 20179, 31458, 760533, 760551, 760581, and 36458) scan executed versions, update A. Karnikian on all 12 MSNs, check for missing signatures and keep track of documents missing original signature pages (6.1) Profile all documents of all 12 MSNs (1268, 6828, 4469, 7172, 7152, 20149, 20179, 31458, 760533, 760551, 760581, and 36458) on imanage and upload or update documents to FTP site (3.1).

Y Riachy 9.20

12 March 2019 REview documents to be uploaded to FTP site; delete older versions of documents; rename and upload current documents to FTP site (4.1 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.2).

A Farol 4.30

12 March 2019 Arrange telephonic hearing appearance per A. Foreman. K Pan 0.20



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12 March 2019 Coordinate signature page execution and filing. M Sciascia 1.10

13 March 2019 Correspondence and telephone call with A&L Goodbody regarding Cape Town filings and authorizations (.80); coordination with Waypoint and Weil in preparation for closing (1.70); closing of sale of assets to Macquarie and related discussions regarding transition (2.10); meeting with W&C core team to discuss post closing clean up matters (.90); supervise continuation of local counsel filing and release matters (1.50); correspondence regarding release by WAC agents of signature pages to releases and related local law filings (.60).

M Smith 7.60

13 March 2019 Reviewing email correspondence regarding VAT issues in The Netherlands (0.4); meeting with D Wright to discuss findings and analysis (0.4).

A Beasley 0.80

13 March 2019 Emails re: resolution of outstanding cure issues (0.2); call with R. Graham re: same and closing (0.1).

R Kebrdle 0.30

13 March 2019 Confer and exchange email with R. Kebrdle re: CHC cure issues (.4); exchange email with J. Ball and E. Worenklein (Debevoise) re: same (.9); exchange email with T. Wolynski and C. Cheng (FTI) re: same (1.2); exchange email with M. Smith re: same (.1); confer with T. Wolynski re: same (.2); confer with B Conn re: same (.1); exchange email with R. Likely re: same (.4); confer with M. Smith and M. Abols re: same (.5); participate in White and Case and Weil pre-closing Macquarie closing coordination meeting (.3) on pre-closing call with White & Case and Weil teams (. 5); attend closing (.7); confer and exchange email with E. Worenklein re: non-cure lease issues (.4); exchange email with B. Podzius and J. Ball re: status of CHC cure objection (.4).

R Graham 6.10

13 March 2019 Attention to resolving outstanding query from Macquarie re: Dutch VAT, including tel calls and email exchanges to/from Dutch counsel and discussions with A Bealsey and preparing response to Vedder Price re: same (2.5); liaise with Paris office re: outstanding items for DGAC meeting and various follow up emails with Hogan Lovells (0.8); supervising J Charteris Black re: finalizing CAA forms (0.8); instructions to J Klein and J Ryu re: dating of documents (0.4); emails to/from Morgan Stanley and Ritzville re: letter of credit (0.4); further emails to/from Ecocopter re: SWIFT amendment (0.4); internal email exchanges re: status of security releases (0.4).

D Wright 5.70

13 March 2019 Pre-closing meetings and review of open issues (0.9); review of transaction correspondence and responding to queries regarding asset transfers (2.7); co-ordinating execution of post-closing work (2.3); review of issues relating to collateral releases and phone calls with counsel to various lender groups (2.8); discussions with Weil, Waypoint and White & Case regarding open issues, transfer of on-going work and invoicing (1.4); post-closing discussions with associates (0.8).

M Abols 10.90

13 March 2019 MSN 57207 and MSN 9205 - preparing final folders and chasing for outstanding items re DGAC filings in anticipation of closing (2.6 hrs per aircraft).

S Swaminathan 5.20

13 March 2019 Dating and compiling relevant documents (1.0), updating checklists (0.4), correspondence with local counsel and lesses (0.5), reviewing correspondence (0.4), circulating documents (0.5), discussions with James Turner (0.4) and giving instructions to Ben Ludewig re: MSN 4517 and 1241 (0.2); reviewing correspondence in relation to closing mechanics (0.5); reviewing correspondence (0.4), reviewing and commenting on insurance certificates (0.3), correspondence and call with Caverton (0.3), compiling, dating and circulating documents to relevant parties (2.0),

G Patterson 8.20



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correspondence with Nigerian counsel (0.5), discussions with James Turner (0.3) and giving instructions to Ben Ludewig re: MSN 36371 and MSN 41360 and MSN 31295 (0.2); correspondence in relation to the delayed closing of MSN 920150 (0.3).

13 March 2019 Email correspondence re Brazilian international registry filings (1.0); prepare for and attend closing call (.5); email correspondence re insurance certificates for Brazilian registered aircraft (.8); prepare dated lease assignment documents for Brazilian registered aircraft (1.7); email correspondence with Lider (.3) re closing; email correspondence with CHC re closing (1.0); email correspondence with OHI re closing (.8); email correspondence with CAF re closing (.3).

D Grotts 6.40

13 March 2019 Attend closing call (0.6 hours); Attention to closing of FAASA, Babcock España, Babcock Galicia, Ecocopter and Helicol MSNs (1.9 hours); Follow up with Colombian counsel re. closing (0.3 hours); Follow up with Chilean counsel re closing (0.2 hours); Closing confirmation email to FAASA, Babcock Galicia, Babcock España, Ecocopter and Helicol (1.2 hours).


13 March 2019 Monitoring closing process and preparation of dated documentation for MSN 4517 (1.2).

J Turner 1.20

13 March 2019 Closing call with Macquarie, Vedder, W&C, Waypoint, Weil, etc. (0.7; coordination re closing documents and filing (1.0); correspondence re executed documents (1.7).

J Bell 3.40

13 March 2019 Final closing deliverables and correspondence (1.1); post closing attendances, including correspondence with Norwegian counsel and considering releases (1.3).

B Kirkup 2.40

13 March 2019 Prepared for, and participated in, closing call for Project Whiskey (1.4); attention to various closing/post-closing matters (including addressing queries from colleagues re: dating of documents, registrations, filings, etc.) (2.8); addressed various queries from Y. Han re: preparation of executed versions of documentation for MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 and circulated the same to local counsel, Vedder, Babcock/Hogan Lovells and Everett (1.9); liaised with Italian, Spanish and Mozambique counsel, as well as French colleagues and Bank of Utah and Wells Fargo (as owner trustees), re: closing and next steps (1.7).

A Seliankina 7.80

13 March 2019 Participate on closing call with all parties and counsel including W&C team, Waypoint team, Macquarie team and Vedder team (0.6 hours); coordinating local filings in respect of Peru for MSN 4466 (0.6 hours); preparing fully executed closing sets for MSN 20185, 20191, 20184, 4466, 760764, 920062, 920063 (6.6 hours).

H Lee 7.80

13 March 2019 Discussed comments to the documentation of MSN 49029 with Norwegian counsel (1 hour); prepared final executed and execution versions of the assignment documents for MSNs 31141, 31255, 31418 and 49029 (2.6 hours).

A Leal 3.60

13 March 2019 Participate in closing call/meeting (0.6 hours). Coordinate re: dating and preparation of fully executed documents and other post-closing item and distribute the same to respective parties (4.4 hours). Coordinate re: release of liens (0.6 hours).

P Ott 5.60

13 March 2019 Attention to various closing items; and emails; dating of documents; email attaching the dated documents to Emerald Pacific Airlines; calls with B.Ludewig in respect of the same (2.1) discussions with G.Patterson and

Z Taher 2.50



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D.Wright in respect of next steps (0.4).

13 March 2019 Respond to query from R Berger of Weil re. director's duties. B Geh 1.50

13 March 2019 Coordinate and prepare dated execution versions and executed versions for MSNs 31578 (1.8), 920117 (1.6), 760543 (1.5) and 760765 (1.6).

P Perez Moreno 6.50

13 March 2019 Closing call and preliminary preparations (2.4 hours); respond to questions from junior associates regarding post-closing process (4.1 hours); meeting with M. Smith, P. Alejandro, A. Seliankina, M. Abols and D. Grotts to discuss post-closing process (1.3 hours); coordinate with FAA counsel regarding FAA filings and DIOs (.5 hours).

J Kaplan 8.30

13 March 2019 Finalize documentation prior to closing for MSNs 1268, 4469, 7172, 7152, 760533, 760551, 760581, 31458, 20149, 20179, 6828, and 36458 (3.2); attend closing call (.3); draft final correspondence for local counsels and lessees (1.8).

A Karnikian 5.30


13 March 2019 Coordination of closing and post-closing items in respect of MSNs 920117 (1.9), 31578 (2.1), 760543 (2.0) and 760765 (2.1).

A Boscio 8.10

13 March 2019 Attend closing call and attend to related preparation and correspondence (1.2); date bills of sale and compile sets of documents for lessees, including assignment and assumption agreements, notices, and acknowledgments for MSNs 31414, 31798, 41210, 760612, 760682, 760651 and attend to related correspondence (6.5); confer with P Ott regarding the same (0.4); compile PDF versions and physical sets of same MSNs (2.1); respond to team member questions and correspondence (0.8).

P Alejandro 11.00

13 March 2019 Circulated updated checklists and redlines for MSNs 920062 and 920063 to VP London (0.2 hours).

R Llamo 0.20

13 March 2019 Attention to closing and immediate post-closing matters. B Ludewig 1.00

13 March 2019 Compile dated and executed documents for MSNs 31407, 31492, 31498, 920113, 920141, 920152, 920153, 920143, 41005, 760608 and 760624 (6.4 hours); Set up closing room (1.3 hours); Update closing checklists for MSNs 31407, 31492, 31498, 920113, 920141, 920152 and 920153 (0.7 hours).

S Chan 8.40

13 March 2019 Reviewed executed Lessee Notices and AAAs for MSN 3077, MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469 (1.6); coordinated execution and hand off of documents for MSN 3077, MSN 3091, MSN 3445, MSN 4688, MSN 4780, MSN 4781, MSN 4934, MSN 31146, MSN 31150, MSN 33092, MSN 36469, MSN 20161, MSN 31100 (1.4).

T Edwards 3.00

13 March 2019 Compiled signature pages post-closing and reviewed execution version of documents for MSNs 53595, 53914, 53916, 52354, 52398, 52310, 52318, 52321, 52322, 52320, 41378, and 41371 (6.1); reviewed local law POAs and updated the status to determine any remaining outstanding items for 17 jurisdictions (3.2); revised closing checklists for MSNs 53595, 53914, 53916, 52354, 52398, 52310, 52318, 52321, 52322, 52320, 41378, and 41371 (1.1).

B Fetterolf 10.40

13 March 2019 Prepare physical closing room documents, incorporate original signature S Glendon 12.20



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pages, support VP representatives and related correspondence for MSN 760764 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20185 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20191 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920062 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920063 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 4466 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20184 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 49029 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920117 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31141 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31255 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31418 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31578 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760543 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760765 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760626 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2047 (.3 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2057 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760617 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760628 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 760631 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 41511 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 89007 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920119 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 20159 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920022 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 920095 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN



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920110 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31203 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31042 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31319 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31320 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 31444 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 2066 (.4 hours); prepare physical closing room documents, incorporate original signature pages, support VP representatives and related correspondence for MSN 1261 (.3 hours).

13 March 2019 Update the checklist of MSNs 31041, 9229, 20181, 31576, 31588, 41357, and 41359 (3.4 hours); draft the waiver letters of MSN 31576 (1.2 hours); date the executed documents and compile signature pages for MSN 20181 (2.1 hours) and MSN 41359 (2.5 hours).

Y Han 9.20

13 March 2019 Prepare executed version of all documents and update copies in system and physical closing room for MSNs 31146 (0.7), 31150 (0.8), 33092 (0.6), 36469 (0.8), 20161 (0.7), 3077 (0.6), 31100 (0.8), 3091 (0.5), 3445 (0.6), 4688 (0.7), 4780 (0.7), 4781 (0.8), 4934 (0.8).

R Hughes 9.10

13 March 2019 Attend to post-closing matters and compile fully executed closing sets for MSN 920143 (0.5); attend to post-closing matters and compile fully executed closing sets for MSN 41005 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 760608 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 760624 (0.2); attend to post-closing matters and compile fully executed closing sets for MSN 2047 (0.4); attend to post-closing matters and compile fully executed closing sets for MSN 2057 (0.4); attend to post-closing matters and compile fully executed closing sets for MSN 760617 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 760628 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 760631 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 41511(0.4); attend to post-closing matters and compile fully executed closing sets for MSN 89007(0.3); attend to post-closing matters and compile fully executed closing sets for MSN 920119 (0.3); attend to post-closing matters and compile fully executed closing sets for MSN 20159 (0.4); attend to post-closing matters and compile fully executed closing sets for MSN 760626 (0.3); review local counsel execution of Local Bills of Sales for all Brazilian registered aircraft and prepare for dissemination to Vedder Price (0.4).

K Kinder 5.10

13 March 2019 Attention to executed documents for MSNs 20012, 20022, 20025, 920281, 31046, 31308, 31406, 57207, 920273 (AAA, RDAAA, Notices, BOS) (1.7); communication with internal team re post-closing agenda (1.6); attention to mortgage releases and accompanying effective time notices (0.9); update all documents for MSNs 20012, 20022, 20025, 920281, 920273, 31046, 31308, 31406, 57207, 920125, 920231, 6655, and 6658 to include accurate date of deal in both physical closing room and electronically (4.5); communication with outside counsel re: releases to required parties (1.1).

J Klein 9.80

13 March 2019 Compile and date executed documents for MSN 41371 (1.1 hour); compile and date executed documents for MSN 20185 (1.5 hours), 20191 (1.3 hours) and 20184 (0.2 hour).

J Lee 4.10



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13 March 2019 Edit Lessee Notice for MSN 20185 (.5 hours); Edit Lessee Notice for MSN 20191 (.5 hours); Date documents for MSN 920062 (1.5 hours); Date documents for MSN 920062 (1 hour); save local law bill of sale to system for MSN 20185 (.1 hours); save local law bill of sale to system for MSN 20191 (.1 hours).

L Mesa 3.70

13 March 2019 Execute the closing documents and send notices to the relevant parties for MSN 20012 (0.3); execute the closing documents and send notices to the relevant parties for MSN 20022 (0.3); execute the closing documents and send notices to the relevant parties for MSN 20025 (0.3); execute the closing documents and send notices to the relevant parties for MSN 920273 (0.3); execute the closing documents and send notices to the relevant parties for MSN 920281 (0.3); execute the closing documents and send notices to the relevant parties for MSN 57207 (0.2); execute the closing documents and send notices to the relevant parties for MSN 31046 (0.3); execute the closing documents and send notices to the relevant parties for MSN 31406 (0.3); execute the closing documents and send notices to the relevant parties for MSN 31308 (0.3).

J Ryu 2.60

13 March 2019 Pre-closing - final preparation of the application for the DGAC registration: asking for, printing, compiling with the originals signature pages and dating the execution version of each agreement (1.1 h), Preparing, printing, organizing and/or filing all the documents for F-HBEL (aicraft 57207) and highlighting specific information (1.7 h); pre-closing - final preparation of the application for the DGAC registration: asking for, printing, compiling with the originals signature pages and dating the execution version of each agreement (0.7 h), Preparing, printing, highlighting specific information, and/or filing all the documents and liaising with the client's lessee to obtain the name of the operational airport for F-HSOM (aicraft 9205) (1.4 h).

A Chan Hon 4.90

13 March 2019 Marking up Letter of Credit to be enclosed with Transfer Request letter (1.5); liaising with New York team to get Effective Time Notices and Mortgage releases in addition to other closing documents (1.1); dating the above and preparing them for submission (0.6); phone call with CAA to determine more efficient means of payment and requesting omnibus payment - then redrafting payment emails and completing CA2 payment forms on the basis of the phone call (0.9); finalising draft emails from W&C to CAA (0.9); emails from lessee drafted by W&C on their behalf (0.8); payment emails in preparation to be sent once security releases confirmed (0.7).


13 March 2019 Date all documents for MSNs (1268, 6828, 4469, 7172, 7152, 20149, 20179, 31458, 760533, 760551, 760581, and 36458) in closing room, scan dated executed documents, upload to FTP site and profile them on imanage (6.8) assist A. Karnikian in sending dated documents out to relevant parties and receiving from them executed and dated documents, print them and populate in the closing room (2.0).

Y Riachy 8.80

13 March 2019 Review executed dated documents to be uploaded to FTP site; delete older versions of documents; rename and upload current versions to FTP site (6.1 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.2).

A Farol 6.30

13 March 2019 Reviewing/dating signature pages and final documents for MSN 31295 (0.5); MSN 36371 (0.5); MSN 41360 (0.5); MSN 1241 (0.6); MSN 4517 (0.5); and MSN 69048 (0.6).

T Boulger 3.20

13 March 2019 Print updated final version documents with closing date (0.6); Organize and insert wet-ink signature pages into executed documents (1.8); and Match documentation to correct MSN folder (0.8).

O Luciani 3.20



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13 March 2019 Attention to courier of closing documents (0.5); attention to miscellaneous document management in relation to closing (0.5).

M Sciascia 1.00

14 March 2019 Organize post-closing workstreams for Macquarie aircraft (1.30); WAC2 correspondence (.40); monitor local counsel advice and transaction (.80).

M Smith 2.50

14 March 2019 Confer with J. Conte re: WAC 2 closing. R Graham 0.30

14 March 2019 Review / check draft CAA emails (1.5); numerous discussions with J Charteris Black and supervising J Charteris Black re: release of CAA forms (1.2).

D Wright 2.70

14 March 2019 Meeting with C.Knott and M.Smith to discuss post-closing matters (0.6); lunch meeting with C.Knott and M.Smith to discuss transaction and transitional matters (1.8); phone calls with counsel to WAC lenders to resolve open issues in draft release agreements and obtain lender consent to release collateral and related phone calls and correspondence with White & Case associates (2.4); review of correspondence regarding transfer of local counsel work and coordinating post-closing matters including responding to related queries from local counsel and associates (3.1); attending to post-closing matters (2.1).

M Abols 10.00

14 March 2019 DGAC filing formalities re MSN 57207 (2.0) and MSN 9205 (2.0) and post closing matters; drafting emails and checking all documents re registration formalities for MSN 57207 (0.6) and 9205 (0.6).

S Swaminathan 5.20

14 March 2019 MSN 4517 and 1241: Call with Waypoint in relation to purchase invoices (0.2), compiling, dating and circulating officer’s certificates to PRC counsel (0.7), reviewing correspondence in relation to security releases (0.2).

G Patterson 1.10

14 March 2019 Email correspondence with Brazilian counsel (.3); call with Brazilian counsel re closing (.2); email correspondence with Canadian counsel (.3); review WAC 2 documents for Canada and Norway (.6).

D Grotts 1.40

14 March 2019 Confirmed and circulated closing documents (.8); attention to transition matters (.4).

J Bell 1.20

14 March 2019 Emails with Australian counsel on releases and filings, emails with Kenyan counsel and all emails to local counsel to transfer, calls with Mayer Brown on release documentation (0.9); MSN 920047 discussions for WAC 2 sale (0.3).

B Kirkup 1.20

14 March 2019 Attention to various local post-closing matters in respect of MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 (1.2); drafted, and circulated, email to Italian, Spanish and Mozambique counsel re: closing and transition to post-closing matters (0.9); brief call with, inter alios, M. Smith, M. Abols and P. Alejandro re: post-closing matters (0.4).

A Seliankina 2.50

14 March 2019 Coordinating transition of local matters with counsel for Sweden, Cayman Islands, UK and Peru (2.9 hours); coordinate delivery of registrations with Wells Fargo for MSN 4466 (0.7 hours).

H Lee 3.60

14 March 2019 Corresponded with local Moroccan counsel regarding termination of representation (.4 hours).

A Leal 0.40

14 March 2019 Review and provide signoff on insurance and reinsurance certificates for MSNs 31414, 31798, 41210, 760533, 760551, 760581, 760612, 760651 and 760682 (0.4 hours). Coordinate with AgustaWestland Malaysia re:

P Ott 1.90



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evidence of payment related to MSNs 31414 and 31798 (0.2 hours). Review closing sets prepared by P. Alejandro for MSNs 31414, 31798, 41210, 760612, 760651 and 760682 (0.7 hours). Update final versions of closing checklists for MSNs 1251 31414, 31798, 41210, 760612, 760651 and 760682 (0.6 hours).

14 March 2019 Email correspondence with P.Lin (Taiwanese counsel) attaching updated CP cxhecklist and informing them of termination of arrangement with Waypoint; updates to CP check-list.

Z Taher 0.50

14 March 2019 Attending to queries from R Berger of Weil re. directors' remuneration. B Geh 0.50

14 March 2019 Coordinate and prepare folders of execution and executed versions for MSNs 31578, 920117, 760543 and 760765.

P Perez Moreno 1.00

14 March 2019 Coordinate with Austrian local counsel regarding transition to Vedder team (.8 hours); review closing room folders (.7 hours).

J Kaplan 1.50


14 March 2019 Coordinate post-closing items regarding MSNs 31578, 765760 and 760543 with J. Bell (0.9), coordinate post-closing items MSNs 31578, 765760 and 760543 with lessees (1.1), coordinate post-closing items MSNs 31578, 765760 and 760543 with third parties (0.8), coordinate post-closing items MSNs 31578, 765760 and 760543 with Vedder Price (1.9).

A Boscio 4.70

14 March 2019 Assemble sets of physical folders for MSNs 31414, 31798, 41210, 760612, 760682, 760651 to be shipped to Vedder Price and confirm virtual sets are complete and upload to FTP site, attending to related correspondence (4.5 hours); respond to team questions (.2); confer with P. Ott regarding the same and attend to related correspondence (0.2).

P Alejandro 4.90

14 March 2019 Physically file the local documents required for MSN 9205. Y Han 1.20

14 March 2019 Compiled executed Assignment and Assumption Agreements, Bills of Sale, Eurocontrol Letters, Eurocontrol Revocation Letters, Head Lease Termination Agreements, IDEAR, Related Document Assignment and Assumption Agreements, and Deregistration Power of Attorney for MSNs 31146, 31150, 33092, 36469, 20161, 3077, 31100, 3091, 3445, 4688, 4780, 4781, 4934 and sent to A. Farol.

R Hughes 0.60

14 March 2019 Prepare executed bills of sale for MSN 760608 and 760624 (0.5 hour); prepare executed closing documents for the Rotorcraft MSNs and MSN 14786 (2.3 hours).

J Lee 2.80

14 March 2019 Revise closing room sets with respect to MSNs 920022 (.3 hours), 920095 (.4 hours), 920110 (.2 hours), 31320 (.3 hours), and 31042 (.3 hours).

M Werkneh 1.50

14 March 2019 Closing meeting with the DGAC for F-HBEL (aicraft 57207) and F-HSOM (aicraft 9205) (4.4 h); post registration formalities (0.9 h).

A Chan Hon 5.30

14 March 2019 Liaising with counsel prior to submission of various CAA forms to CAA (0.5); liaising to determine whether confirmation of release of security in relation to different facilities (0.3); adapting forms to be sent and corresponding submission emails, payment emails and draft emails on behalf of lessee, all prior to CAA submission (0.6); submission of CAA forms in respect of 5 aircraft, together with payment emails following (0.8); liaising with counsel to explain why some CAA forms cannot yet be




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submitted, and liaising with New York team in relation to this (0.4); on all matters intermittently reviewing with supervisor and amending accordingly (0.7).

14 March 2019 Compile received original signature pages for 20179 20149 and 31458 in the closing room (0.6) received executed version of local documents, printed them and populated in closing room (0.6).

Y Riachy 1.20

14 March 2019 Review executed dated closing documents to be uploaded to FTP site; delete older versions of documents; rename and upload current versions to FTP site (7.5 hours). Prepare daily activity log and send to P. Alejandro and D. Grotts (.2).

A Farol 7.70

15 March 2019 Telephone call with G. Kass regarding local counsel transition and delivery of closing documents (.30); related correspondence with Vedder and Weil (.80); correspondence with Weil regarding WAC2 aircraft transfers, schedules, etc. (.70); post-closing matters regarding Macquarie portfolio (.60).

M Smith 2.40

15 March 2019 Responding to queries from J Charteris-Black (0.4); supervise J Charteris Black re: CAA forms (0.5); liaise Dutch counsel re: WAC 2 release for MSN 31431 and revert to D Grotts (0.3). Review dated documents (Assignment and Assumption Agreements, Effective Time notices and Related Documents Assignment and Assumption Agreements for 10 aircrafts) and supervise J Ryu and J Klein re: same (0.6).

D Wright 1.80

15 March 2019 Attention to post closing matters, including invoicing issues (0.8); transition of work (1.3); and confirmation of collateral releases (0.5).

M Abols 2.60

15 March 2019 Post-closing matters re: original documents for MSN 9205 and 52027 and filing formalities.

S Swaminathan 1.00

15 March 2019 Compiling and dating Collateral Agent's Officer's Certificate, drafting emails to each Lessee circulating dated documents, drafting and sending transition emails to PRC counsel re: MSN 4517 and 1241.

G Patterson 0.80

15 March 2019 Internal conference re distribution of closing documents (.4); call with Weil and Mayer Brown re WAC 2 (.5); draft checklists for WAC 2 aircraft (1.0); call with Mayer Brown re WAC 2 (1.0); revise Assignment and Assumption Agreement and ancillary documents for MSN 920047 (2.5).

D Grotts 5.40

15 March 2019 Post-closing correspondence from Norwegian counsel and Australian counsel on releases (0.2); discussions re MSN 920047 and WAC 2 (0.4); emails re annulment process for MSN 920022 (0.1).

B Kirkup 0.70

15 March 2019 Discussed the status of various conditions outstanding for MSN 920047 with D. Grotts (.3 hours); discussed comments to the POA to be issued by the Buyer of MSN 920047 and the legal opinion with respect to the trust with Norwegian counsel (.2 hours).

A Leal 0.50

15 March 2019 Review closing sets for PNG and Malaysia documents and discuss the same with P. Alejandro (1.0 hours).

P Ott 1.00

15 March 2019 Research re. costs for compulsory winding up and attending to emails re. the same.

B Geh 2.90

15 March 2019 Coordinate post-closing matters for MSNs 31578, 765760 and 760543 (2.6); request a set of originals for Leonardo in respect of aircraft MSN

A Boscio 3.40



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31578 (0.8).

15 March 2019 Assemble sets of physical folders per MSN to be shipped to Vedder Price and reprint most recent checklists for all MSNs, attending to related correspondence (1.1); edit local fee spreadsheet and attend to related correspondence (0.1).

P Alejandro 1.20

15 March 2019 Review entries for compliance with bankruptcy guidelines. A Foreman 3.40

15 March 2019 Prepare documents for sending to/ Correspond with lessees and outside counsel regarding executed documents (RDAAAs, AAAs, and accompanying notices) for MSNs 20012, 20022, 20025, 920273, 920281, 57207, 31308, 31406, 31046 (2.5).

J Klein 2.50

15 March 2019 Liaising with CAA on forms submitted, helping where issues arose involving registrations still attached to certain aircraft and talking with company about why this had occurred and seeking them to rectify (0.3); confirmation of rectification and so IDERA requests could proceed (0.1); amending and submitting forms on behalf of Miami and New York team (0.7); phone call with Lessee company to ensure IDERA could be revoked (0.2); filing forms on filesite and maintaining tracker of replies received and confirmation of successful filings from CAA (0.2).


16 March 2019 Local counsel transition correspondence (.30). M Smith 0.30

16 March 2019 Attending to emails with R. Berger regarding director’s remuneration. B Geh 0.50

18 March 2019 Review and respond to correspondence from Vedder Price regarding local counsel fees (.80); miscellaneous post-closing matters (.70); send local counsel fee estimates to Vedder Price in connection with transition (.40).

M Smith 1.90

18 March 2019 Review draft of February invoice and related discussions with R. Graham and A. Foreman (2.80).

M Smith 2.80

18 March 2019 Exchange email with J. Conte (Weil) and E. Worenklein (Debevoise) re: WAC 2 closing.

R Graham 0.40

18 March 2019 Confer with A. Foreman (.4) and M. Smith (.3) re: fee procedures; exchange email with A. Foreman re: same (.1).

R Graham 0.80

18 March 2019 Attention to post-closing matters, including tending to invoicing issues with local counsel fees for work performed at and just after closing and related discussions and correspondence with M.Smith and other associates (0.7); review of WAC 2 authorizing resolutions and powers of attorney and confirmation of signing authority and review of transaction correspondence (0.9).

M Abols 1.60

18 March 2019 Attention to various local post-closing matters in respect of MSNs 9205, 9229, 20181, 31041, 31576, 31588, 41357 and 41359 (0.7).

A Seliankina 0.70

18 March 2019 Review pro forma time entries and revise. J Kaplan 2.10

18 March 2019 Discussion with M. Arsenault regarding transition of responsibilities to Macquarie (.3 hours).

J Kaplan 0.30

18 March 2019 Assemble sets of physical folders per MSN to be shipped to Vedder Price and reprint most recent checklists for all MSNs, attending to related

P Alejandro 5.50



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correspondence (5.1); ship RDAAA, RDAAA notice and effective time notice to lessee for MSN 41360 (.3); attend to correspondence with B. Ringley from Vedder Price regarding PNG letters (0.1).

18 March 2019 Review and edit billing entries (0.9); Review compensation guidelines and confer with R. Graham (0.6).

A Foreman 1.50

18 March 2019 Attention to executed document management; attention to wet ink signature pages; ship documents; attention to post-close matters.

O Luciani 7.00

19 March 2019 Coordinate assembly of closing documents for shipment to Vedder Price (.80); correspondence regarding WAC2 closings (.90).

M Smith 1.70

19 March 2019 Continue and complete review of February invoice (2.2); related correspondence and discussions (.60).

M Smith 2.80

19 March 2019 Exchange email with J. Conte (Weil) and E. Worenklein (Debevoise) re: WAC 2 closing.

R Graham 0.20

19 March 2019 Call with Mayer Brown re WAC2 aircraft (.4); revise Norwegian law power of attorney for MSN 920047 (.3); email correspondence re same (.2); review Morris James comments to Assignment and Assumption Agreement for MSN 920047 (2.1); review Norwegian law requirements and email correspondence with Norwegian counsel re MSN 920047 (1.2); email correspondence with lessee re MSN 920047 (.7).

D Grotts 4.90

19 March 2019 Email from CHC on Form 27(2) (0.1). B Kirkup 0.10

19 March 2019 Review and revise all W&C billing entries for February and March in order to comply with bankruptcy guidelines.

J Kaplan 6.90

19 March 2019 Assemble sets of physical folders per MSN to be shipped to Vedder Price and reprint most recent checklists for all MSNs, attending to related correspondence (7 hours); ship RDAAA, RDAAA notice and effective time notice to lessee for MSN 31578 (.2).

P Alejandro 7.20

19 March 2019 Review invoice and send summary correspondence to the team (1.7); Research local rules re procedures (0.4).

A Foreman 2.10

19 March 2019 Revise closing room sets with respect to MSNs 31319 (.4 hours), 31320 (.3 hours), and 31444 (.2 hours).

M Werkneh 0.90

19 March 2019 Attention to closing room; attention to executed documents and signature pages; ship documents; pack closing documents; attention to post-closing matters.

O Luciani 5.40

20 March 2019 Correspondence and discussions (with D. Grotts) regarding WAC2 pending items for closing (.70); correspondence regarding Macquarie closing sets (.30).

M Smith 1.00

20 March 2019 Finalize February fee application and invoice (.80); post-closing interim fee report (.80).

M Smith 1.60

20 March 2019 Review and comment on February Fee Statement (.3); confer with M. Smith re: same (.1); exchange email with M. Smith and A. Foreman re: same (.2); review and exchange email with A. Foreman re: fee procedures (.2).

R Graham 0.80



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20 March 2019 Call with Weil (.2); call with lessee re MSN 920047 (.2); revise closing checklists for WAC2 aircraft (.9); prepare signature pages for execution (1.3).

D Grotts 2.60

20 March 2019 Liaised internally to ensure that signature pages to the Bills of Sale for MSNs 9229, 20181 and 31588 are sent to Italian counsel (0.2).

A Seliankina 0.20

20 March 2019 Draft cover letters for shipments of change of ownership forms for MSNs 1268, 6828 to German counsel and bills of sale for MSNs 9229, 20181 and 31588 to Italian counsel and attend to correspondence regarding the same (0.5); correct signature page to bill of sale for MSN 1251 and attend to related correspondence (0.2); attend to shipping of documents with O. Luciani (1).

P Alejandro 1.70

20 March 2019 Review and edit fee statement (1.4); Draft and send correspondence to the team re: fee statement (0.4).

A Foreman 1.80

20 March 2019 Preparations for filing February 2019 Fee Statement. H Kim 0.40

20 March 2019 Attention to post-closing matters; attention to document shipping. O Luciani 2.30

21 March 2019 Correspondence with A. Foreman regarding invoice letter; review final letter.

M Smith 0.60

21 March 2019 Discussions with J. Godly regarding requested engine filing information (.40); WAC2 closing matters (.80).

M Smith 1.20

21 March 2019 Send email to and confer with J. Conte (Weil) re: WAC 2 closing. R Graham 0.20

21 March 2019 Email correspondence with CHC re WAC2 aircraft (.3); email correspondence re Norwegian filing requirements (.8); review WAC2 minutes (.2); revise MSN 920047 transfer documents (2.1).

D Grotts 3.40

21 March 2019 Correspondence with David Grotts re MSN 920047 Trust arrangement. B Kirkup 0.20

21 March 2019 Review email correspondence and coordinate with local counsel in Austria and New Zealand regarding the transition of representation to Macquarie.

J Kaplan 0.60

21 March 2019 Set up boxes of physical documents for shipping and attend to related correspondence (.9); confer with O. Luciani regarding the same (.1).

P Alejandro 1.00

21 March 2019 Send related correspondence re: fee statement (0.1); Research professional fee inquiry (0.3); Draft invoice letter (0.1).

A Foreman 0.50

21 March 2019 MSN 20022 - Attention to releasing lien over engine S/N 60041 and co-ordinating with ALG in connection thereto.

J Godly 0.60

21 March 2019 Preparations for filing February 2019 Fee Statement; attention to service of same.

H Kim 2.80

21 March 2019 Attention to cover letters, attention to shipping documents. O Luciani 2.00

22 March 2019 Review WAC2 transfer and release documents and related correspondence.

M Smith 1.20



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22 March 2019 Correspondence with Weil and Waypoint regarding fee application procedure and timing (.40).

M Smith 0.40

22 March 2019 Exchange email with M. Smith re: fee statement procedures. R Graham 0.10

22 March 2019 Confer with W. Fang (Weil) re: WAC 2 closing. R Graham 0.10

22 March 2019 Call with Norwegian counsel (.3); call with Weil re aircraft documents (.2); email correspondence with Weil re same (.2); revise MSN 920047 transfer documents (.2); email correspondence with lessee re same (.4); update closing checklists for WAC2 transfers (1.4).

D Grotts 2.70

22 March 2019 Attend to correspondence and attend to received signature pages. P Alejandro 0.30

23 March 2019 Revise Assignment of Beneficial Interest Agreement for MSN 31431 (.2); Revise Assignment of Beneficial Interest Agreement for MSN 760734 (.3); revise Assignment of Beneficial Interest Agreement for MSN 920024 (.2); Revise Assignment of Beneficial Interest Agreement for MSN 920030 (.2); email correspondence with Waypoint re outstanding actions for WAC2 closing (.4); email correspondence with Mayer Brown re WAC2 closing (.1).

D Grotts 1.40

24 March 2019 Supervise transfer of assets for WAC2 closing. M Smith 0.50

24 March 2019 Review Mayer Brown comments to Asset Purchase Agreement. D Grotts 0.50

25 March 2019 Correspondence regarding WAC2 closing matters. M Smith 0.70

25 March 2019 Exchange email and confer with M. Smith re: interim fee procedures. R Graham 0.20

25 March 2019 Respond to T. Wolynski email re: CHC side letter; exchange email and confer with M. Smith re: same; exchange email with W. Fang (Weil) re: WAC 2 closing.

R Graham 0.20

25 March 2019 Phone call with Torsten Islei of Waypoint regarding minutes for WAC 2 and drafting revisions to same (1.8); follow-up on status of held-back assets (0.8); correspondence regarding closing of WAC 2 asset sale (0.7).

M Abols 3.30

25 March 2019 WAC2 pre-closing call with Weil and Mayer Brown (.3); call with Weil re closing of WAC2 (.3); finalize WAC2 transfer documents (2.1); coordinate closing of WAC2 (2.7).

D Grotts 5.40

25 March 2019 Emails with Agent and Norwegian counsel re MSN 920022. B Kirkup 0.20

25 March 2019 Attend to correspondence regarding deal. P Alejandro 0.10

25 March 2019 Organize tracking numbers to shipments and follow up with delivery confirmations to Vedder Price.

O Luciani 0.20

26 March 2019 Correspondence regarding Macquarie closing documents and WAC2 closing.

M Smith 0.40

26 March 2019 Exchange email and confer with W. Fang (Weil) (.4) and E. Worenklein (CHC counsel) (.3) re: WAC 2 closing funds flow.

R Graham 0.70

26 March 2019 Preparation for closing of WAC 2 asset sale and review of status of closing M Abols 0.90



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documents and related correspondence (0.9).

26 March 2019 Call with Mayer Brown re WAC2 closing (.2); call with Weil re WAC2 closing (.2); finalize WAC2 transfer documents (.6); coordinate closing of WAC (.8).

D Grotts 1.80

26 March 2019 Review documentation and respond to question from Vedder with respect to MSN 41371.

J Kaplan 1.00

26 March 2019 Attend to correspondence regarding deal. P Alejandro 0.10

26 March 2019 Attention to shipment tracking; send signature pages; draft cover memos. O Luciani 0.70

27 March 2019 Correspondence with YKVN in Vietnam regarding advice provided (.40); telephone call with D. Grotts regarding WAC2 status (.30); correspondence regarding WAC2 preclosing matters (1.20); Telephone call with H. Beltzer and E. Daucher regarding WAC6 matters (.40).

M Smith 2.30

27 March 2019 Prepare and send estimate of post-closing fees posted to date. (1.10). M Smith 1.10

27 March 2019 Exchange email and confer with W. Fang (Weil) (.9) and E. Worenklein and J. Ball (CHC counsel) (1.0) re: WAC 2 closing funds flow and cure list.

R Graham 1.90

27 March 2019 Pre-closing call with all parties (.5); pre-closing call with White & Case team (.2); coordinate closing of WAC2 (1.3).

D Grotts 2.00

27 March 2019 Post-closing coordination of items based on Vedder Price requests. J Kaplan 1.10

27 March 2019 Compile documents for deal set, including forms and trackers, and attend to related correspondence (.8).

P Alejandro 0.80

27 March 2019 Email correspondence with CAA and Buyer's counsel in order to confirm status of registration of new Aircraft (0.9); phone call with CAA (0.4); inserting dates into Eurocontrol and EU ETS letters in respect of newly registered aircraft and sending to Buyer's Counsel (0.2).


27 March 2019 Attention to post-closing matters. O Luciani 0.30

28 March 2019 WAC2 closing calls and related closing matters (.90); telephone call with R. Graham regarding CHC settlement (.40 ); meeting with M. Abols regarding WAC2 post-closing matters (.40 ); discussions regarding authorizations for IR filings (.50).

M Smith 2.20

28 March 2019 Exchange email and confer with W. Fang (Weil) (.2),E. Worenklein (CHC counsel) (.1), T. Wolynski (.1) and K. Dowling (.1) re: WAC 2 closing funds flow and cure list; review docket (.1); confer with M. Smith re: same (.4).

R Graham 1.00

28 March 2019 Compile set of precedent deal documents, including forms, trackers, and sample resolutions and agreements and attend to related correspondence (1.8).

P Alejandro 1.80

29 March 2019 Review engagement terms for Vietnamese counsel (YKUN) (.60);correspondence regarding advice and invoice regarding same(.30).

M Smith 0.90

29 March 2019 Review docket. R Graham 0.10



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TOTAL 3,096.40



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TIMEKEEPER SUMMARY TITLE HOURS RATE USD

M Smith Partner 121.10 1,245.00 150,769.50

A Beasley Partner 2.40 1,150.00 2,760.00

R Kebrdle Partner 1.00 1,145.00 1,145.00

R Graham Counsel 44.10 995.00 43,879.50

D Wright Level 10+ 70.40 1,055.00 74,272.00

M Abols Level 9 143.10 950.00 135,945.00

S Swaminathan Level 9 54.30 900.00 48,870.00

G Patterson Level 8 86.70 1,055.00 91,468.50

D Grotts Level 8 123.60 930.00 114,948.00

F Alvarez Gonzalez Level 8 44.80 620.00 27,776.00

J Turner Level 6 11.60 945.00 10,962.00

J Bell Level 6 59.70 890.00 53,133.00

B Kirkup Level 6 60.50 890.00 53,845.00

A Seliankina Level 6 110.40 890.00 98,256.00

H Lee Level 5 102.40 870.00 89,088.00

A Leal Level 4 84.60 840.00 71,064.00

P Ott Level 4 69.40 840.00 58,296.00

Z Taher Level 4 43.80 815.00 35,697.00

B Geh Level 4 13.30 740.00 9,842.00

P Perez Moreno Level 4 54.80 440.00 24,112.00

J Kaplan Level 3 85.10 770.00 65,527.00

A Karnikian Level 3 104.40 770.00 80,388.00

A Oseasohn Level 3 20.60 770.00 15,862.00

N Mao Level 3 1.40 680.00 952.00

A Boscio Level 3 124.10 395.00 49,019.50

P Alejandro Level 2 140.60 650.00 91,390.00

A Foreman Level 2 26.60 650.00 17,290.00



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TIMEKEEPER SUMMARY TITLE HOURS RATE USD

J Godly Level 2 0.70 650.00 455.00

R Llamo Level 2 6.80 650.00 4,420.00

B Ludewig Level 2 43.80 650.00 28,470.00

S Chan Level 1 59.90 550.00 32,945.00

T Edwards Level 1 29.60 550.00 16,280.00

B Fetterolf Level 1 135.50 550.00 74,525.00

S Glendon Level 1 70.10 550.00 38,555.00

Y Han Level 1 121.80 550.00 66,990.00

R Hughes Level 1 88.80 550.00 48,840.00

K Kinder Level 1 89.70 550.00 49,335.00

J Klein Level 1 90.30 550.00 49,665.00

J Lee Level 1 43.00 550.00 23,650.00

L Mesa Level 1 30.70 550.00 16,885.00

J Ryu Level 1 69.50 550.00 38,225.00

M Werkneh Level 1 90.00 550.00 49,500.00

A Chan Hon Level 1 32.90 500.00 16,450.00

J Charteris-Black Trainee Lawyer 39.90 420.00 16,758.00

R Carlon Trainee Lawyer 0.60 275.00 165.00

Y Riachy International Lawyer 87.00 550.00 47,850.00

J Leong Legal Assistant 0.40 385.00 154.00

A Farol Legal Assistant 56.10 340.00 19,074.00

H Kim Legal Assistant 3.20 340.00 1,088.00

T Boulger Legal Assistant 9.10 290.00 2,639.00

O Luciani Legal Assistant 29.60 290.00 8,584.00

K Pan Legal Assistant 0.70 290.00 203.00

M Sciascia Legal Assistant 61.90 290.00 17,951.00

TOTAL 3,096.40 2,186,213.00



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DISBURSEMENT SUMMARY USD

Binding 20.72

Business Meals 11,827.10

Certification of a Document by the County Clerk 367.00

Computer Services 46.00

Conference Expense 139.00

Courier Service 37.70

Express Mail 1,260.71

Local Travel 16.50

Miscellaneous Other 26.69

Photocopying 2,823.40

Professional Service 1,419.00

Supplies 227.69

Taxi - Business 2,955.04

Telephone 12.73

Travel Meals 27.94

UCC Filing Fees 67.00

Word Processing 849.85

TOTAL 22,124.07


18-13648-smb Doc 734 Filed 04/30/19 Entered 04/30/19 10:13 ...

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Transcript of 18-13648-smb Doc 734 Filed 04/30/19 Entered 04/30/19 10:13 ...