November 6, 2013

NOTICE: ANY PERSON WHO WISHES TO SUPPORT OR OPPOSE THIS APPLICATION

FOR RENEWAL OF EXEMPTION MUST BY NOVERMBER 21, 2013 FILE AN ANSWER

WITH THE DEPARTMENT OR TRANSPORTATION AND SERVE A COpy ON ALL

PERSONS SERVED WITH THIS APPLICATION.

Attorney for

Windward Island

Airways International, N.V.

Pierre Murphy

Law Offices of Pierre Murphy

1200 New Hampshire Avenue, NW

Suite 800

Washington, DC 20036

Telephone: (202) 776-3980

Facsimile: (202) 776-3975

Email: pmurphy@lopmurphy.com

Michael D. Cleaver

President & CEO

Windward Island Airways International, N.V.

Princess Juliana International Airport

Airport Road #69

Sint Maarten

Communications with respect to this document should be sent to:

AMENDMENT #1 TO FOREIGN AIR CARRIER PERMIT OF

WINDWARD ISLAND AIRWAYS INTERNATIONAL, N.V.

Docket No. DOT-OST-2013-

(Docket 40913)

WINDWARD ISLAND

AIRWAYS INTERNATIONAL, N.V.

d/b/a WINAIR

Application of:

)

)

)

)

)

)

)

For a Foreign Air Carrier Permit to Engage )

In Scheduled Air Transportation of Persons, )

Property and Mail )

Pursuant to 49 U.S.C. §40109 )

(U.S.-Netherlands Antilles) )

BEFORE THE

OFFICE OF THE SECRETARY

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, DC
Pursuant to the provisions of 14 C.F.R. §215 and to the extent necessary, Winair seeks to register the trade

name: "Winair". An executed Agreement 18900 (OST Form 4523) is attached hereto at Exhibit WIN-2.

1. By CAB Order 83-6-62 issued in Docket 40913, Winair currently holds a Foreign Air

In support of this Amendment #1, Winair1 states as follows:

as to its current corporate status and ownership.

attached hereto at Exhibit WIN-I). By this Amendment Winair seeks to update the Department

Foreign Air Carrier Permit last awarded in 1983 in CAB Order 83-6-62 in Docket 40913 (copy

International, N.V. ("Winair" or "Applicant") respectfully submits this Amendment #1 to its

Pursuant to 49 U.S.C. §41301 and 14 C.F.R. §302.400, et seq., Windward Island Airways

AMENDMENT #1 TO FOREIGN AIR CARRIER PERMIT OF

WINDWARD ISLAND AIRWAYS INTERNATIONAL, N.V.

WINDWARD ISLAND

AIRWAYS INTERNATIONAL, N.V.

d/b/a WINAIR

Docket No. DOT-OST-2013-

(Docket 40913)

Application of:

)

)

)

)

)

)

)

For a Foreign Air Carrier Permit to Engage )

In Scheduled Air Transportation of Persons, )

Property and Mail )

Pursuant to 49 U.S.C. §40109 )

(U.S.-Netherlands Antilles) )

BEFORE THE

OFFICE OF THE SECRETARY

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, DC
2

2 Prior to the issuance of Order 83-6-62, Winair held Foreign Air Carrier Permits issued by Orders 81-7-83,

72-6-116 and 72-4-85.

Gerrit Draai Supervising Director Dutch

Citizenship

Directors - Authorized Persons & Corporate Bodies-Supervisory Board

4. Ownership, Directors, & Management:

Sint Maarten Aviation Authority

Airport Road

Simpson Bay

St. Maarten

Louis Halley

Department Head SMCAA

Telephone: 542-2337

Email: Louis.Halley@sintmaartengov.org

The relevant government air transport of Sint Maarten is:

3. Government Regulatory Agency:

of Commerce & Industry Registration.

2011 is submitted hereto at Exhibit WIN-3, together with a copy of Winair's St. Maarten Chamber

A copy of Winair's current articles of incorporation corporate papers dated December 19,

2. Corporate Status:

been in force since that time.

Carrier Permit authorizing Netherlands Antilles - U.S. scheduled services.' This authority has

WINAIR AMENDMENT #1 TO

FOREIGN AIR CARRIER PERMIT
3

CAA is attached hereto at Exhibit WIN-4, together with a copy of Winair's current Ops Specs.

A copy of Winair's current AOC dated November 30, 2012 issued by the Sint Maarten

7. Operating Authority:

See: Paragraph 5

6. Relationship with Government:

Government of the Netherlands 7.95%

Government of Sint Maarten 92.05%

Winair is owned as follows:

5. Ownership / Control:

Roberto Antonio Gibbs Managing Director & CFO Dutch

Michael Douglas Cleaver Managing Director & CEO Canadian

Citizenship

Senior Management

Robert Orlando Budike Supervisory Director Dutch

Georges Alain Greaux Supervisory Director Dutch

Citizenship

WINAIR AMENDMENT #1 TO

FOREIGN AIR CARRIER PERMIT
4

Netherlands-U.S. Diplomatic Note dated October 6, 2010.

the legal successors to the U.S.-Netherlands Antilles Air Transport Agreement. See also:

Winair's understanding that Sint Maarten, as well as Curacao, Bonaire, Saba and S1.Eustatius are

See: 1998 U.S. Netherlands Antilles "Open Skies" Air Transport Agreement. It is

9. U.S.-Sint Maarten Aviation Relationship:

or non-U.S. carrier that would affect the proposed service to the United States.

Applicant does not hold any code-share or other co-operative arrangements with any U.S.

8. Agreements:

WIN AIR AMENDMENT #1 TO

FOREIGN AIR CARRIER PERMIT
5

Attorney for

Winward Islands Airways International, N.V.

Pierre Murphy

taw Offices 0 Pierre Murphy

1200 New Hampshire Avenue, NW

Suite 800

Washington, DC 20036

Telephone: (202) 776-3980

Facsimile: (202) 776-3975

Email: pmurphy@lopmurphy.com

Respltfully submi ed,

l_~_ .~

!

November 6, 2013

were filed with the Department in Docket OST -95-236, and copies are attached at Exhibit WIN-2.

with the Department (Montreal Agreement) waiving liability limits under the Warsaw Convention

The requisite number of copies of an originally executed agreement (DOT Form 4523)

10. Waiver of Warsaw Convention Limits:

WINAIR AMENDMENT #1 TO

FOREIGN AIR CARRIER PERMIT
FOREIGN AIR CARRIER PERMIT

Exhibit WIN-l

Page 1 of8
1/ 47 FR 36466, August 20, 1982.

21 Winair holds a foreign air carrier permit (issued by Order 81-7-83,

effective July 15, 1981) which authorizes the carriage of persons, property

and mail between the Netherlands Antilles and the coterminal points of St.

Thomas, U.S. Virgin Islands, St. Croix, U.S. Virgin Islands, and San Juan,

Puerto Rico.

1/ 14 CFR 302.1701 ~~. Under Rule 29(b), the Board may, in its own

discretion, omit a tentative decision in proceedings under Subpart Q and

proceed directly to a final decision, after provision of an opportunity for

interested parties to submit evidence and to object to grant of authority

under section 402 of the Act.

We have thoroughly reviewed the record including the application,

which is summarized in Appendix A, and have decided to grant the

application using the simplified Subpart Q procedures. 31 The public was

informed of the carrier's application by notices in the-Federal Register

and the Board's weekly list of applications filed, describing the authority

sought and giving interested persons an opportunity to submit evidence and

objections to the award of the authority. These notices provided the·

required notice and filing opportunities. Simplified procedures are

appropriate in this case because the authority conferred merely amends

authority previously granted by the Board and is not of a controversial

nature. The applicant's fitness is established and unchallenged, and no

answers have heen filed to the application or to the Federal Hegister

notice.

No answers to the application have been filed.

Sy application filed August 11, 1982·,and noticed in the Federal

Register.•11 Windward Islands Airways International N.V. (Winair) requests

an amendment to its foreign air carrier permit to add the intermediate

point of Tortola, British Virgin Islands, to its existing authority between

the Netherlands Antilles and the u.s. Virgin Islands and Puerto Rico. !I

ORDER ISSUING FOREIGN AIR CARRIER PERMIT

for amendment of its foreign air

carrier permit pursuant to

section 402 of the Federal Aviation

Act of 1958, as amended

WINDWARD ISLANDS AIRWAYS Docket 40913

INTERNATIONAL N.V.

Application of

Adopted by the Civil Aeronautics Board

at its office in Washington. D. C.

on the 20th day of April, 1983

UNITED STATES OF AMERICA

CIVIL AERONAUTICS BOARD

WASHINGTON. D. C.

Order 83-6-62
4/ The United States and the Netherlands have not yet formally ratified

the ad referendum Agreement. However, both countries are abiding by the

termS-of this Agreement.

5/ By application filed August 11, 1982, Winair applied for renewal of its

exemption and invoked the automatic extension provisions of 5 U.S.C. 558(c)

to continue tts exemption authority until we decided on its request in

Docket 40914.

6/ Our finding 1s based upon the fact the amendment of the applicant's

permit will not result 1n a near term annual increase in fuel consumption

in excess of 10 million gallons.

6. The public interest does not require an oral evidentiary hearing

on the application.

5. Issuance of this foreign air carrier permit will not constitute a

"major regulation action" under the Energy Policy and Conservation Act of

1975, 8S defined in section 313.4(a)(I) of the Board's Regul~tions; ~/ and

4. The applicant is substantially owned by the Government of the

Netherlands Antilles and effectively controlled by nationals of the

Netherlands Antilles;

3. The public interest requires that the exercise of the privileges

granted by the permit shall be subject to the terms, conditions, and

limitations contained in the attached permit, and to such other reasonable

terms, conditions and limitations required by the public interest as we may

prescribe;

2. The applicant is fit, willing, and able properly to perform the

foreign air transportation described in the attached permit and to conform

to the provisions of the Act, and our rules, regulations and requirements;

1. The applicant is qualified and has been designated by the

Netherlands Antilles to perform the air services described in the attached

foreign air carrier permit, under the terms of an ad referendum Agreement

with the United States, and such transportation wiIT be in the public

interest;

In view of the foregoing and all the facts of record, the Board finds

and concludes that:

On January 23, 1980, the United States and the Netherlands (on behalf

of the Netherlands Antilles) signed a Memorandum of Understanding with an

accompanying ad referendum Agreement. The authority sought is consistent

with this bilateral Understanding. 4/ By Order 81-8-128, dated August 20,

1981, Winair was granted an exemption to operate between the Netherlands

Antilles and St. Thomas, U.S. Virgin Islands, via Tortola, British Virgin

Islands. We verbally renewed this exemption on March 8, 1983, for a year

or 90 days after final Board action on the permit amendment, whichever

occurs first. 2-'

- 2 -
II This order was submitted to the President on April 22, 1983.

We reeeived notification that the President did not intend to disapprove the

Board's Order on June 16, 1983.

All Members concurred.

(SEAL)

Secretary

PHYLLIS T. KAYLOR

8y the Civil Aeronautics Board:

5. Unless disapproved by the President of the United States under

section 801(a) of the Act, this order and the attached permit shall become

effective on the 61st day after its submission to the President, 7/ or upon

the date of receipt of advice from the President that he does not-intend to

disapprove the Board's order under that section, whichever is earlier.

4. We shall serve this order on the applicant, the Ambassador of the

applicant's home country 1n Washington, D.C., and the Departments of State

and Transportation; and

3. The Secretary of the Board shall sign the permit on our behalf and

shall affix the seal of the Board;

2. Except to the extent granted, the application in Docket 40913 is

denied;

1. We amend, in the form attached, the foreign air carrier permit

issued to Windward Islands Airways International N.V. by Order 81-7-83 to

add the intermediate point Tortola, British Virgin Islands;

ACCORDINGLY,

- 3 ,...
Near-tenn Annual Increase In Fuel Consum~tlon Exceeds 10 Million Gallons: No

Subscribes To Standard Permit Conditions Regarding Insurance And Annex 6 Of

Chicago Convention And C.A.B. Agreement 18900: Yes

Failed To Meet Current Financial Obligations Last 3 Years: No

Defaulted On Transportation Commitments Last 3 Years: No

Refused Debt Financing Last 3 Years: No

Tariffs Violations During Last 5 Years: No

Safety Violations During Last S Years: No

Insurance Refu$ed or Involuntarily Canceled During Last 3 Years: No

Insurance Coverage: Meets requdreraent.s; Winair's CAB Form 205, dated

Harch 31, 1982.

Effective Control by Nationals Of: Netherlands Antilles, governuent

controlled.

Hajority Ownership by Nationals Of: Netherlands Antilles, government owned.

~larch 31, 1981

(thousands)

$ 2,457

1,033

1,424

203

March 31, 1980

(thousands)

$ 1,847

626

1,221

170

Financial Indicators-as of:

Note: $1 u.s. • 2.712 N.A. guilders

Total Assets

Total Liabilities

uwners' Equity

Operatin~ Profit (Loss) 12 mos. ending

Aircraft tefaintenancePerformed By: tUnai.r at St. Maarten, Netherlands

Antilles.

Aircraft Owned (0) and Leased (L): 2 DHC-JOO CO) and 1 BNI (0)

Operating History: Incorporated August 1961; cOl1U!lencedu.s. operations in

1972.

Holds GovernQent License for Authority Sought: Exhibit WAr-SOO, Docket 40913.

Designated By Its Government: January 15, 1981 letter from the Netherlands

Antilles.

Authority Covered by Bilateral Agreement: April 3, 1957 as acended; upon

ratification, the ~ referendum Agreement of January 23, 1980 will replace

the 1957 Agreement insofar as the Netherlands Antilles is concerned.

Current Permit Issued By: Order 81-7-83, dated June 8, 1981.

Homeland Country: Netherlands Antilles, Kingdom of the Netherlands

SUMMARY OF APPLICATION

APPENDIX A
This permit shall be effective on June 16, 1983. Unless otherwise

terminated at an earlier date pursuant to the terms of any applicable

treaty, convention, or agree~ent, this permit shall terminate (1) upon the

effective date of any treaty, convention or agreement or amendment, which

shall have the effect of eliminating the route or routes authorized by this

permit from the routes which may be operated by airlines designated by the

Government of the Kingdom of the Netherlands (or in the event of the

elimination of any part of the authorized route or rout~s, the authority

granted shall terminate to the extent of such el Lmtnat ion), or (2) upon the

effective date of any permit granted by the Board to any I>ther carrier

designated by the Governl'lentof the Kingdol'!lof the Netherlands in Lieu of

the holder, or (3) upon the termination or expiration of the Air Transport

Agreement between the Government of the United States of America and the

Government of the Kingdon of the Netherlands, effective April 3, 1957, as

amended on November 25, 1969 and March 31, 197B. However, clause (3) of

this paragraph shall not apply if, prior to occurrence of the event

specified in clause (3), the operation of the foreign air transportation

This permit shall be subject to all applicable provisions of any

treaty, convention, or agreement affecting international air

transportation now in effect, or that may become effective during the

period this permit remains in effect, to which the United States and

the Kingdom of the Netherlands shall be parties.

This permit and the exercise of the privileges granted in it shall be

subject to the terms, conditions and limitations attached, and to the

following:

The holder shall be authorized to engage in charter trips in foreign

air transportation, subject to the terms, conditions, and limitations

prescribed by the Board's Regulations governing charters.

Between a point or points in the Netherlands Antilles; the

intermediate point Tortola, British Virgin Islands; and the

coterminal points St. Thomas, U.S. Virgin Islands, St. Croix,

U.S. Virgin Islands, and San Juan, Puerto Rico.

is authorized, subject to the provisions set forth, the provisions of the

Federal Aviation Act of 1958, as amended and the orders, rules and

regulations of the Board, to engage in the foreign air transportation of

persons, property, and mail, as follows:

WINDWARD ISLANDS AIRWAYS INTERNATIONAL, N.V.

PERMIT TO FOREIGN AIR CARRIER

(as amended)

UNITED STATES OF AMERICA

CIVIL AERONAUTICS BOARD

WASHINGTON, D. C.

Issued by

Order 83-6-62
(SEAL)

secretary

PHYLLIS T. KAYLOR

The Civil Aeronautics Board, through its Secretary, has executed this

pe~it and affixed its seal on April 20,1983.

authorized becomes the subject of any treaty, convention, or aqreement to

which the United States of America and the Government of the Kingdom of the

Netherlands are or shall become parties.

- 2 -
(8) Th:- O.C-':''' :-'_' V,. t......p:-h!ill:£€':: ~'''i4r:::~;; b.y this penft1t shall be subJect

to such other re,~onabl~ l~~ns. conatt1~~s~ enG liMitations required by the

public interest IS may be prescribed by the Board. .

(3) By i~ceptin9 this pe~1t, t.he holder waives a~ rtght it ..y possess

to assert any defense of sovereign iMmunity fro. su1t 1n a~ action or proceeding instituted against the holder in any court or other ~ribunll in the

Untted States (or its territories or possessions) based upon any cllt. art sing

out of operations by the holder under this pen.it.

(4) The holder shill not operate .~ aircraft under the authority grlnted

by thts permit, unless the holder caap11es .rtth operational Slfe~ requ1r .. ents

at least equivalent to Annex 6 of the Chicago Convention.

(5) The holder shall confon. to the 11rworth;ness and a1r•• n ca.petency

requirements p~escr1bed by 1ts home Government for internation.l air service.

(6) Except IS specifically authorized by the Board. all flights to/from

the United States .ust originate or te~tnlte in the holder's hDael.nd.

(7) The holder shall not provide the foreign 11r transportation authorized

by this permit unless tt holds a currently effective authorization from tts

&overn .. nt for such operations and such document is on file .rtth the Board.

. The ho1der'~ ~uthor1ty to conduct operat1o~s under the per.1t to ~1ch

thfs is attached shall .lso be subject to the fol1~ng ten.s. conditions. and

11.1uti ons:

(1) The hu1der shall keep on deposit with the Board a stgned counterpart

of CAB Agr~f\"t 18900. an agr_ent relattng 'CO Ulbl1tty 11.1tat1ons of the

Warsaw COtW~nt1 ~~~ I"d the Hague. Protocol approved by Board Order E-2368O.

May 13, 1966# (.in.; ~. :,,'!qnedcounterpart of any .endllent or .en .. nts to such

agreement ~';~:~'II'M, i.•,..4tpproved by the Bo~,.d and to "'tch the holder bee_es a

party.

(2) The priY11eges granted ~ this per.tt are subject to the condttion

that the forei9" 6~V- ·:a,..rier c_pHes wit.h the requirements for .tnt.um

insurance cCr'lCf'·j.1: ·.-r '~~-3iM1 in 14 CFR 205.

PERMIT TO FOREIGN AIR CARRIER

AnACttMEitT
Exhibit WIN-2

Page 1 of7

MONTREAL AGREEMENT lOST FORM 4523)
cc: Michael Cleaver (Winair) (via email)

Should you have any question or comment, please do not hesitate to contact me.

/

,~'iJlcerely, ,_______________

/ AttonyiY for Windward Island

QhY

Airways International, N.V.

On behalf of Windward Island Airways International, N.V., d/b/a Winair

("Winair") we respectfully submit the attached three copies of the executed OST Form

4523.

Dear Ms. Hairston:

Re: Windward Island Airways International. N.V., d/b/a Winair:

Form OST-4523 (Warsaw Waiver); Docket OST-95-236

Attn: Barbara Hairston

Dockets OST-95-236

Dockets Facility

U.S. Department of Transportation

1200 New Jersey Avenue, SE

West Building Ground Floor

Room W12-140

Washington, DC 20590

VIA ELECTRONIC SUBMISSION

November 4, 2013

TELEPHONE: (202) 776-3980 EMAIL:PMURPHY@LOPMURPHY.COM

TELECOPIER:(202) 776-3975

SUITE 800

1200 NEW HAMPSHIREAVENUE, N.W.

WASHINGTON.D.C. 20036-6802

PIERRE MURPHY

LAWOFFICES
(Prfnted Nama and Tille) .,.alct_tl.Jl....CJ __ :....J~mlCII.IlLi...J~

Wi.nI:ael:dIsland Ainlrays Intemational, N.'

(Nameand AddreIa afCMler) ...,dJ,....,..b~vl'!!!!'a;-uW...!BItrWftrlt.-----------

prj rress eD']; ana Tnternati nna1 Aixport

AiJ:port Boad 169

Sint Maarten

OST Form 45Z3 (FormertyCM Form 213)

The undersigned carriers (hereinafter referred to as .... Cerriers, hereby agree as follows:

1. Each of the Canters shill. effective May 16, 1968. Include the following In Its conditions or caniage, Including tariffs embodying

conditions of cantaga filed by Itwith any government

"The Carrier shall avd Itself of the limitation of HabIIty provided In the Conventfan for the Unification of CertaIn Rules

RelatIng to International carriage by All signed at Warsaw 0dDber 12th, 1128, or provided in the said Convention as amended by

the ProtccoI "gned atThe Hague September 28th, 1955. HcMwer. In accordance ., At1Icle22(1) 01saki Convention. or said

CorwenUonas amended by said Pratocol, the Canter agreuthat, as to an International transpGltatlon by the canter as defined In

Ihe said Convention or said Convention as amended by saki Protocol. which. according to the contract of carrlage.lndudes a

point Inthe UnIted States orAmerIca as a point of origin, point of destlnalfan. or agreed stopping place

(1) The Ilmil of lability for each passenger fel'dealh. wounding. or other bodily Injury shall be the sum of US $75,000

Inclusive of legal fees and costs. except that. In case of a claim brought in • Stat. where provision Is rMde for separate

awald of lagal fees and costs, the limit shall be the sum of US ssa,ooo exclusive orregal fees and costs.

(2) The Camer shall not.with raIpKt to any claim arising out of the death, wounding, or other bodily Injury of. passenger,

avail Itself of any defense under ArtIcle 20(1) of Aiel Convention or sald Comanllon IS amended by said Protocol.

Nothing herein shall be deemed to .feel the rights and llabillies of the Carrier with regard to any claim brought by. on behalf

of. or In respect or any parson who has wilfully caused damage which resulted in death. wounding, or other bodily Injury of a

passenger.-

2. Each Canter shall, at the lima of delivery of the ticket. furnish ID each passenger whose transpo ....Uon II governed by the

Convention, or the Convention as amended by the Hague PfoIDcoI. and by the spac:lat conIrIICt described in paragraph 1, liefoIloMIg

notice. which shill be printed In type at ....... large as 10 point modem type and In Ink contrasting with the stock on (I) each ticket: (It)

a place of paper elthar placed In the ticket envelope with the ticket or attached to the ticket or (iiI) on the ticket envelope:

-ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABIUTY

p.......... on a journey involving an ultimate dastinaUon or. slap In a c:auntry oIhar than the caunlry of origin are advised

that the provisions of a treaty known as the WeIBfIN ConYantion 1lIIY be applicable to &he entire journey. Including any portion

dray within the COII1try of origin or destination. For such passengers on a joumey to. from, or wIIh an agreed stopping place In

the United States of America. the Convention and special conlracls of carriage embOdied Inapplicable tartfs pnMde that the

liability of

(certain r

(name of canlar) and certain OCher] carriers partial to such special contracts for dealh of or palWOnll injury to pauangn ..

ftritacIk\ most cases tA pnwen damages aotto .-=-cl US $15.000 per peuenger, anc:Il\at this UebUlty up fa wch Imlt shall nat

depend on negligence on the part of the carrier. For such puaangars traveling by • carrier not a party to such special contracts or

on a journey not ta, from. or having an agreed stopping place In the United States of Amadea, liability of the canter for death or

personal Injuryto passangars Islimited In most cases to approximately US $10.000 or US $20.000.

The names of Camers parties to 8uch spedal contracts ant 8Yallabla at all ticket offices of such carriers and may be

examined an request

Additional protection can usually be obtained by purchaalng Insurance from a private company. Such Insurance Is not

affected by any limitation of the canter'811ab1Hty under the Warsaw Convention or such special cantracll of carrtage. For further

Information please consult your alrtlne or Insurance company raptaSentaUve.·

3. [This Agreement was filed ... the CIvil AeronautIcI Board of the United SIa.... The Board approved It by Ord.E-23880.

adopted May 13, 1968. The Agreement (Agraement 18900) became eftectMI May 16, 196&. On January 1, 1985. lila Ag,..,.....

became the responliblily of the Depar1ment of Transportation (DOT) by operation of law.)

4. This Agreement may be signed In any number of counterparts, d of whIc:h shall constitute one Agreement. Any CarTier may

become a party to this Agraement by lignfng a counterpart hereof and depositing itwith OOT.

5. Any Canter party hereto may withdraw from this Agreement by giving twelve (12) month •

and the other Canters p.tiesto the Agreement.

(Slgqtute.ndDate)~~"".....-:I~~WII:I-..w.~iIJIIII-I.IT1~.c..... _

AGREEMENT

u.s. Department of Transportation

OffICe of the Secretary of TranspostaUon

Docket OST 15-238
(Name and Address 01Canfet) Wi.Diwu:dIsland Ainays International., N.'

dlb/a W1iittt'

princess :DJliana Tntpmatima1 Aixport

Ai.r:port lad ,69

Sint Maarten

OST FCNm45Z3 (FormerlyCM Fann 2U)

(PrInted Name

The undersigned carriers (hereinafter I8f8rred to al "Ihe canters, hereby agree as roRows:

1. Each of the Carriers shal. efectJve May 16. 1968, Inctudethe following In Its conditions of camaga.lndudlng laritrs embodying

conditions of carriage filed by itwith any government:

"The Carrier shall eval itself of III. limitation of labilty provided Inthe Convention for the Unification of CertaIn Rutes

Relating to tntematIonai Carriage by AJrsigned at Warsaw 0cIaber 12th. 1929. orpravided In the said ConvenIIonas emended by

the Protocol signed at The Hague September 28th. 1955. tta.vevar, In accordancewith ArtJcIe22(1) orllid CanvenUon. or said

Convention as amended by said ProIDcoI. the Carrier agrees that. as to allntematianal banaportatfon by the carner .. defined In

the .. Id Convention or said ConvenUonas amended by said Protocal. which. according to the contract of Carriage, Indudet a

poi'Il in the United States of America .. a point of origin. pointof desUnatlon, or agreed SIGpping place

(1) The limit of UabiUty for each passenger for death. wounding, or oth.. bodily Injury shall be the sum of US $75,000

Inclusiveof legal feas and costs, except that. In CIMof • claim bmught Ina scate where provision Is made for separate

award of lagal feas and costs. the limit shall be the sum of US $68,000 eJCdusiYe0I1aga1fees and costl.

(2) The Canter shall not. with rupect to any claim arising out of the dealh, wounding, or other bodily inJUIY of a passenger.

evanitself of any defense under ArtIcle 20(1) of salelConvention or aid Convention as amended by said ProIocoI.

Nothing herein shall be deemed to atrect the rights and liabilities of the Carrier ., regard to any ctalm brought by. on behalf

of. or In raspect of any petSOfI YttIO has wl1fuiiy caused damage \\filch resulted In death. wounding. or other bodily Injury of a

passenger.-

2. Each Carrier shal, at the lime of delivery of the ticket, fumlsh to each passenger who.. transportation Is govemad by the

COnvention.or the Convention as amended by the Hague Protocol. and by the special contract described In paragraph 1, the following

notice, \\Hch shlln be printed In _ alleaal as large as 10 point modem twa and In Ink contraIling with Iha stock on (I)each ticket: (II)

a piece of paper ellher placed Inthe ticket envelope with the ticket or attached to the ticket or (if) on the Uekelenvelope:

-ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY

P.... ngers on a Journey involving an ultimate deshlion or a stop In a country other than the country of origin ... advised

that the prcMsionl of a treaty 1cn0\Wl as the Warsaw ConvenUon may be appIcabie to the antint journey. Indudfng any portion

entirelywithfn the country 01origin or destination. For such peueng.. on a joumey to. from. or with an .... stopping place In

the United Statu of Amark:a, the ConventIon and special contracts of carriage embodied In applicable tariffs provide that the

liability of

[cartafn r

[(name of carrier) and certain other) canitn parties to such specilll contraclll for death of or parsonallnJury to p8SS8nga'S ..

~ \1\ moa\ Q1Iea\D pmwn d.m1lQB rd\o.~ US $15.000 pM~. and \\wA U*&\\ab\I\y up \Gwth Im\\mal1"d.

depend on negligence on the part of the carrier. For such pauangars traveling by a carrtar not a party to such spacial contnIcts or

on a Journey not to. from, or having an agreed stopping place In the United States or America, IIabIIty of the canter for death or

penonallnjury to passangBfS is limited In most casas 10approximately US 510,000 or US $20,000.

The nam.. of Carriers parties 10 such special contracts are available at all ticket offices of such cam.,. and may be

examined on 18qll85t.

Additional praIecUoncan usually be obtained by purchasing insurance from a privata company. Such Insuranceis not

affected by any IlmltaIon of the canter's lability under Ihe WtMSlIWConvenUonor luch spaclaf contracts of cantage. For ftJrther

lnfannallon please consult )'OW'airtine or inautance company representative:

3. (This AgrHment was filed v.flh the Civil Aaronautlca Board of the United States. The Board approved It by Order E·23880.

adopted May 13,19&6. The AgrMmant (.AgrMment 1HOO)became affectiVe May 18.19&8. On January 1.1985."'1& Agreement

became the responsibility of the Department of Tranlportatlon (OOT) by operation of law.)

4. this Agreement may be signed In any nWllber of countalpatts. ad of which shall constitute one Agreement. Any Carrier may

become a partyto this Agreement by sIgnk1g a counterpart hereof and depositing Itwith DOT.

5. Any c.rter party hereto may withdraw from this Agreement by giving tWlt1Ye (12) man

and Ihe other Carriers partial to the Agreement.

·EitharIItIm8IIvemaybe used.

AGREEMENT

u.s. Department of Transportation

otIIce of the Secretary of Transportation

Docket OST 15-238
(Name and Addrell of CaIrier) Wi.ndw!rdIslard Aitways Intematia1al., N.V•

aJbJ4 W1naU'

prj "cess Jul; ana Tntprnatimal Ai rpnrt

AUport Road 169

SintMaarten

esr Farm 4IU IFonneItr CABForm 213)

The undersigned carriers (hereinafter referred to as -.he Carriets·) hereby agr_ as follows:

1. Each of Ihe Carriers shall, elJective May 16, 1966. Inctudethe following in Its conditions of carriage, including tariffs embodying

conditions of carriage filed by it with any govemment:

"The Carrier shall avallllself of the limitation alliability pnMded In the Convention for the Unification of Certlin Rulli

RBlating to InternatiOnalcarriage by Nt signed atWarsaw 0ckJbar 12th, 1929, or provided in the said convention as amendedby

the ProIocoI signed at The Hague September 28th. 1955. However. in accordance with Article 22(1) of said ConvenUo", or said

Canvantion as amended by said PfatocoI, the carrier agre.. that. as to an international ....nsportation by'" camer .. defined in

the said Conventionor aakt Convention as amended by said Pratocal, YA'I!ch, according 10the c:ontract of Carriage, includes a

point In the United States of America as a point of origin. point of destination, or agreed stopping place

t1) The limit of liability for each passenger for death. wounding, or other bodily Injury shall be the sum of US $75.000

inclusive of legal fees and costs. except that. In case of a claim brought in • Slate where proviskIn Is made for separate

award of legal fees and costs, the Urnit shall be the sum of US $58,000 exclusive of tegal fees and costs.

(2) The C8nier shall not. with respect to any claim arising out of the death, wounding, or other bodily Injuryof a passenger,

avaU itself of any defense under Article 20(1) of IBid Convention or said Convention as amended by uid Prolocal.

Nothing herein.shall be deemed to affect the rights and lfabitities of the Canter with regard 10any claim brought by. on baMlf

of, or in respect of any person who has willfully caused damage which resulted In death, \WUnding.or other bodiy injury of •

passenger.-

2. Each Carrier shall, at the time of delivery of the ticket. fumish to each passenger whose transportation is governed by the

Convention.or the Convention as amended by the Hague Protocol. and by the special contract described In paragraph 1.1he foIowing

notice,YA'lIct1IhaIl be printed In type at least as large as 10 point modem type and in i1k conIrasting with the stock on (I) each ticket (H)

a piece of paper either placed In the ticket envelope with the ticket or attached to the ticket; or (Iii) on the ticket envelope:

-ADVICE TO INTERNAnONAL PASSENGER ON LIMITATION OF LIABILITY

Passeng.n5 on a journey invoIYing en ultimate destination or. stop In a country other than the c:ounby of origin are acMsed

that ... provisionsof • treaty known as thew... Convention may be appllcatH to the entire joumey.lnduding any portion

entirelywlhin the country of origin or d8llinaUon. For such peuengens on • jcuney to, from, or \Wth an agreed stopping place in

the United Stales 0' America. the Convention and special contracts of carriage embodied In applicable tariffs provide that the

liabilityof

[certain J-

(name of carrier) and certain other) carriarl parties to such special conlnlCtSfor death of or personal injury to passengers..

'iml\ecS inmost cases to ptO'Ien damages not \0 exceed US 575.000 per "..enger, and thal \his l\abIIty up to aud\ Iim\t ... ncl

depend on negligence on the part of the camer. For such passengers traveling by a carrier not • party to such spacial contracts or

on a jowney not to, from, or having 8n agreed stopping place In the United States of America. liablity of Cha carrier for death or

personal Injury to passengers Is limited In moet cases to approximately US $10,000 or US $20,000.

The names of C8nief's parties to such special contracts are available at an ticket offices of sudl carriers and may be

eumined on I'8qU8SI.

AddlUonaI pratadion can usuany be obtained by purchasing Insurance from a private company. Such Insuranceis not

affeded by any IlmllaUon of the cant.r's labIfly under the Warsaw Convention or such special contracts of carriage. Forfurther

inbmation pte.. consutt yow 8lrtln. or insurance company representative.-

3. (ThIsAgreementwas filed \\flh the Civi Aeronautics Boatel 01the United S..... The Board approved it by Order E-23880,

adaptedMay 13, '\968. The Agreement (Agreement 18900) became effective May 18, 1988. On January 1, 1985. th1l Agreement

became the responsibility of the Department of Transportation (~OT) by operation of law.}

4. This Ag.... ment may be signed In anynumber of counterparts. all of which shall constitute one Agreement. AnI cam. may

become a party to this Agreement by signing a counterpart hereof and deposfting it with DOT.

5. An'/ Carrier party hereto may withdraw from this Agreement by giving twelve (12) mon

and the other carriers parties to the Agreement M _" /~./.

(Sign.tura and Date)~'_'...co,~~~~.r.w~-b-""""~~~~~_

AGREEMENT

u.s. Depertm.nt of Transportation

Office of the Secretary of Transportation

o Docket OST 95-231
http://www.regulations.gov/ 111412013

Phone

Number:

202-776-3980

Email

Address:

pmurphy@lop

murphy.com

First Name: City:

Pierre Washington

Last Name: Country:

Murphy United States

Mailing State or

Address: Province:

Law Offices of DC

Pierre Murphy

This information will not appear on

Regulations.gov:

This information will appear on

Regulations.gov:

Uploaded File(s) (Optional)

• Warsaw Filing.pdf: success

Comment:

Windward Island Airways International, N.v., d/b/a Winair Form OSt4523 Warsaw Waiver

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indefinite amount of time. Useyour

tracking number to find out the status

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The Department of Transportation (DOT) Other: Luxaviation S.A.

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Regulations.gov - Your Receipt
ARTICLES OF INCORPORATION

&

ST. MAARTEN CHAMBER OF COMMERCE & INDUSTRY REGISTRATION

Exhibit WIN-3

Page 1 of26
Objective

Arli~Jc l

TIle company has set its objective as follows: the operation of a commercial

airline company, in the most extensive sense of the word. Wit· its objective, the

Name, domicile and duration

Article I

I. The company is named.

Windward Islands Ainvays International (Winair) N.V.

In transactions abroad, instead of the abbreviation "N.V., in the French and

Spanish language, it may use the abbreviation "S.A." and in English the

abbreviation "Inc" or "Ltd."

2. The company is established on Sint Maarten, but may have branch offices

and/or subsidiaries outside ofSint Maarten.

3. TI1C company has been established for an indefinite period of time

On this nineteenth day of the month of December

of the year two thousand eleven,

appeared before me, Lars Peter de Vries, L.L.M.,

Junior Notary, residing on Sint Maarten, temporarily replacing

The office of Ir. Henry Parisius, L.L.M., notary at the Sint Maarten venue:

Mr. MICI-IAEL DOUGLAS CLEAVER, born on July twenty sixth nineteen

hundred and fifty eight in Jonquiere, Canada, residing at 32 Almond Grove,

Colebay, Sint Maarten, according to his statement, acting in this case in his

capacity of Director of - and as such legally representing the limited liability

company established on Slnt Maarten:

WINDWARD ISLANDS AIRWAYS INTERNATIONAL N.V., with its office

address at Princess Juliana International Airport, Simpsonbay, Sint Maarten.

The appearer, acting as aforementioned, stated that in the decision taken outside

of the meeting of the General Shareholders' meeting of the abovementioned

company, held on November twenty third two thousand and eleven on Sint

Maarten, of which decision a copy shall be attached to this deed, it was decided

unanimously to amend the articles of association of the aforementioned company,

in the manner as shall be mentioned hereafter.

The appearcr acting as aforementioned, stated that the articles of association of

the aforementioned limited liability company would be amended in such a manner

that the current articles of association shall become invalid and shall be replaced

by new articles of association reading as follows:

File # 114NV
Capital

Article 3

I. The capital of the company is comprised of shares with a nominal value of

fifty-six United States Dollars (USS 56.00), each.

2. TIle company may issue an unlimited number of shares.

3. Sub-shares may not be issued.

Article 4

I. All shares are nominative shares and are numbered consecutively from 1.

2. Share certificates are issued upon request of the shareholder.

Article 5

I. a. The issuance of shares (including granting of rights to buy shares) is

effectuated pursuant to a decision of the General Shareholders'

Meeting, hereafter in these articles of association to be called u the

general meeting", by means ora deed signed by the company and the

buyer of the shares.

b. 11,e general meeting shall also set the rate and the conditions of the

issue, taking into consideration these articles of association.

2. Upon the issue of shares, each shareholder has a preferential right in

proportion to the collective number of his shares, as further determined

in the law. The preferential right is non-transferable.

Article 6

The buyer of a share is obliged to comply with the quid pro quo established in the

decision to issue shares. The value of the quid pro quo amounts to at least the

nominal value of the share.

Barring exemption of the deposit obligation on the basis of'this article, the holder

of a share may not be exempted from his obligations resulting from this article.

Upon alienation of a share, the alienator, in addition to the buyer shall continue to

be severally liable for the commitments resulting from this article, for another

year.

TI,e general meeting may decide on complete or partial reimbursement or

exemption from an obligation to deposit, provided that the equity capital of the

company, after the repayment or exemption, is at least nil. The amount of the

nominal capital is taken into account as minimum for the application of the

previous sentence.

company may do all that is related to this in the broadest sense of the word, for its

own account as well as for the account of third parties, including borrowing and

lending of monies, providing security for debts of the company as well as for

those of third parties and participation in any other enterprise of company.
Acquisition of private shares/ buyout expiration voting riebt/claim right

Article 10

l. Acquisition by the company of not yet paid up shares in its capital is null

and void.

2. Paid up private shares may only be acquired by the company free of

charge or if all of the following conditions have been met:

a. the decision to acquire paid up shares in tl c pany is taken by

the general meeting;

Community

Article 9

If shares or limited rights thereto are part of a community, the partners may only

be represented before the company by one person to be appointed in writing.

Right of Usufruct/possessory lien

Article 8

A right of usufruct and possessory lien may be established shares.

Shareholder's Register

I. The Board of Directors shall keep a register in which the names and

addresses of alJ holders of shares have been included, with mention being

made of the date on which they acquired the shares, the amount deposited

on each share, the deposit obligation, if any, as well as the possible issue

of share certificates. The register shall be updated on a regular basis.

2. Also included in the register are the names and addresses of those persons

who have a right of usufruct or of distraint on shares as well as a possible

related transition of voting right, with mention of the date on which they

acquired the right.

3. In the register is also included every release from liability granted for the

obligation to deposit on shares and the date of the release as meant in the

law.

4. Every person inscribed in the register is obliged to ensure that his address

is known to the company.

5. The Board of Directors, upon request, shall provide each person inscribed

in the register, free of charge with an extract from the register with respect

to his right to a share. If there is a right of usufruct or a possessory lien on

the share, the extract shall also mention the information meant in

paragraph 2.

6. Every entry shall be signed by a Director.

7. The Board of Directors shall place the register at the office of the

company for perusal by the shareholders.
Blocking regulation/presentation obligation general

Article 12-A

I. Any transfer of shares may only take place, after the shares have been

offered for sale to the shareholders in the man as shall be determined

hereafter.

Delivery of shares

Article II

I. for the delivery of a share or the delivery of a limited right thereon, a deed

of del ivery is required, which must be recognized by or served to the

company.

2. If a share certificate has been issued, that document, provided with a

notice to transfer signed by one of the parties shall serve as deed of

transfer.

b. the owners' equity, reduced by the price of acquisition, is more

than the nominal capital;

c. after the acquisition of the shares, at least one share with voting

rights is placed with others than the company itsel f.

3. The general meeting is authorized to decide to withdraw one or more

private shares held by the company.

4. In the event of further alienation by the company of the private shares it

acquired, article 5, paragraph 2 shall be applicable accordingly.

5. The percentage of shares in ownership necessary to force a sale of shares

and the resultant transfer of the shares ofa fellow-shareholder, under

reference of article 2:250 of the Civil Code shall be ninety five percent

(95%).

6. No voting- or claim right can be exercised for shares in the possession of

the company; neither shall there be a payment of profit or liquidation

balance on such shares, nor shall they count in establishing any quorum in

any meeting. Neither may the pledgee or usufructuary of a share held by

the company itselfcast a vote, if the right has been established by the

company. For shares of which the company itselfholds the certificates, no

vote may be cast. The preceding is applicable accordingly to shares or

certificates, which are held by the daughter companies or to which they

have a right of usufruct or a right of possessory lien. Upon establishing

whether or not a certain part of the subscribed capital is

represented or if a majority of a certain part of the subscribed capital is

represented, that capital is decreased by the sum of the shares for which no

vote can be cast.
2. The shareholder - hereafter to be called Seller- shall inform the Board of

Directors of the shares he wishes to transfer.

3. This notice shall serve as an otTer to the fellow shareholders for the sale of

the shares. The company, if it is a holder of shares in its own capital, shall

only be included as one of these fellow shareholders, if the Seller has

stated in his offer that he is in agreement with his.

4. The price, unless the shareholders have agreed otherwise by common

assent- shall be establ ished by one or more independent experts, who shall

be appointed by the shareholders in general consultation. If shareholders

cannot reach agreement in this regard within six week after receiving the

notice of the offer meant in paragraph 6, any of the parties shall request

that the judge in First Instance on Sint Maarten, appoint three independent

experts.

5. The experts meant in the previous paragraph have the right to peruse all

books and documents of the company and to obtain all information, for

which perusal is useful for their evaluation.

6. The Board of Directors shall inform the fellow shareholders, within

fourteen days after receiving the notice, meant in paragraph 2, of the offer

of the Seller and shall then inform all share shareholders of the price

within fourteen days, after it has been informed of that price established

by the experts or the price agreed upon by the shareholders.

7. In deviation of the following, the Board of Directors, if the latter has

already received notice from all shareholders before the passing of the

term meant in paragraph 8, that the offer has not been or has not been

accepted in its entirety, shall immediately notify the Seller of this.

8. The shareholders, who want to purchase the offered shares, shall then

notify the Board or Directors of this within thirty days after they have

been informed of the price, in accordance with paragraph 6.

9. The Board of Directors shall then allot the offered shares to the

prospective buyers and shall notify the Seller and all shareholders of this

within fourteen days after the passing of the term mentioned in paragraph

8.

To the extent no allocation has taken place, the Board of Directors shall

also inform the Seller and all shareholders within fourteen days after the

passing of the term mentioned in paragraph 8.

10. The allocation of shares by the Board of Directors to prospective buyers is

effectuated as foJlows:

a. in proportion to the nominal value of the shareholding of the

prospective buyers;

b. shares may only be alJotted to the comp y to the extent other

fellow shareholders have not respond t this;
Special obligation to sell

Article 12-8

I. In the event of death, granting of suspension of payment, bankruptcy,

placing under legal restraint and dissolution of the marital community of

property of a shareholder other than through death, as well as in the event

of dissolution of a shareholder ..legal body and if a shareholder ..legal body

ceases to exist as a result of judicial fusion, the shares of the shareholder

in question must be offered for sale, taking into account the provision in

the following paragraphs.

2. In the event there is an obligation to offer for sale, the provision in article

12..A is applicable accordingly, on the understanding that the Seller:

a. does not have the right to withdraw his otTer pursuant to paragraph II

of that article;

b. may retain his shares, if no use or no full use has been made of the

offer.

c. to the extent proportionate aJJocation is not possible, the lot shall

decide;

all the above on the understanding that no more shares can be allocated to

a person than those to which he responded.

II. The Seller remains authorized to withdraw his offer provided that this is

done within a month after he has been informed of the prospective buyers

to whom he can sell the shares to which the otTer is related and at which

price.

12. The purchased shares must be delivered against simultaneous payment of

the purchase price within eight days after the passing of the term during

which the offer can be withdrawn.

13. The Seller may transfer the offered shares without restraint within three

months after it has been established by the notice meant in paragraph 7 or

paragraph 9, that the offer has not been or has not been entirely accepted.

14. The experts meant in paragraph 4 shall determine in fairness, for whose

account the costs of evaluation shall be. They may charge these wholly or

partly to the account of the company.

15. TIle provision in this article shall, to the extent possible, be applicable

accordingly, upon alienation by the company of shares purchased or

acquired in another manner.

16. The provisions of this article are not applicable to those transfers with

regard to which aJJ shareholders have announced that they would refrain

from compliance with those provisions.

Transfer may then only be effectuated during a period of three months.
Board of Directors and supervision

Article 13

I. The company is managed by a Board of Directors consisting of at least

two members.

2. The administration is effectuated under the supervision ofa Supervisory

Board consisting of at least three and at the most five persons.

3. A Director may not be attached to more than two other legal bodies as a

Board member.

4. In the event of absence of prevention of one or more members of the

Board, the other members or the remaining member of the Board shall be

charged with the administration of the company. In the event of absence or

prevention of all the members of the Board, the Supervisory Board shall

be charged temporarily with the administration, wit prejudice to its

3. The persons, who are obliged to purchase one or more shares, must notify

the Board of Directors of their ofTer within thirty days after that

obligation has come into existence- in the case meant in paragraph 6 sub b,

after the passing ofmenlioned period. In the absence of this, the Board of

Directors shall inform the persons obligated to take the ofTer, of this

omission and shall point out the provision of the previous sentence.

If they still continue to fail to make the ofTer within eight days, then the

company shall otTer the shares for sale on behalfofthe shareholder(s) in

question and if total use is made of the offer, shall deliver the shares to the

Buyer against the simultaneous payment of the purchase sum; in that case,

the company is irrevocably authorized to do so.

4. The company, in the event of transfer of shares by way of application of

the provision in the previous paragraph, shall pay the proceeds, after

deduction of all related costs, to that person or those persons on whose

behalf the otTer was made.

5. The obligation to otTer the shares for sale, on the basis of the provision in

this article has as a result that during the existence of that obligation the

rights attached to those shares, to the extent these have been allocated to

the shareholder, cannot be exercised if and to the extent the shareholder is

in default of complying with this obligation.

6. TI,e provisions of this article are not applicable:

a. lf all other shareholders have announced that they have decided not to

comply with those provisions;

b. If the shares, in the event of dissolution ofa marital community of

property, other than through the death of the shareholder, shall have

been allocated to that spouse to whom the shares in the community of

property belong, within twenty-four months after the dissolution.
Board of Directors

Article 14

I. The members of Board of Directors are appointed by the General Meeting

upon the recommendation of the Supervisory Board. If the Supervisory

Board has not made a recommendation within two months after a vacancy

has come into existence, the General Meeting shall have the possibility, of

filling the vacancy by appointing a Director, without the intervention of

the Supervisory Board.

2. The appointment of'the members of the Board of Directors, is effectuated

in the first place for a period of four years. The members are each time reeligible for a period of at the most four years.

3. TIle Supervisory Board shall appoint from among the members of the

Board of Directors, a President and may appoint a Vice-President.

4. TIle Supervisory Board may establish further rules as regards the meetings

and the decision-making of the Board of Directors.

S. The Board of Directors shall continue to form a legally composed board,

even if the Board is not complete.

6. Members of the Board of Directors may at all times be dismissed by the

General Meeting, on the understanding that for the dismissal of a member

of the Board, other than upon his own request, a decision can only be

made after the member in question has been given the opportunity to

defend himsel f before the General Meeting.

7. The General Meeting as well as the Supervisory Board is authorized to

suspend a member of the Board of Directors. The member in question

shall be given the opportunity to plead his interests or to have someone

else do so.

8. The suspension shall be in effect for no more than two months with pay.

The suspended member shall be denied access to the offices and

establishments of the company and all mandates to perform legal

transactions on behalf of the company shall be put on hold for the duration

of the suspension.

9. Within the term of two months mentioned in the previous paragraph, the

General Meeting respectively the Supervisory Board shall decide whether

a more detailed investigation is considered necessary. If a more detailed

authority, in that case to appoint from among its members, one or more

persons, to temporarily replace the board.

S. Members of the Board of Directors and the Supervisory Board may not

obtain andlor provide any loans and guarantees from or to the company

and neither may they otherwise have any conflicting interest with the

company.
Article 16

I. The Board of Directors represents the company.

2. The Board of Directors is charged with the administration of the affairs of

the company and the management of its assets.

3. TI,e general authority to represent the company is in the hands of two

persons acting jointly, being the directors or acting directors to whom the

authority to do so has been granted.

4. Subject to the prior approval of the Supervisory Board are the following

decisions of the Board of Directors as regards:

a. the issue and acquisition of shares in and debentures for the

account of the company or of debentures for the account of the

limited partnership or a partnership finn, in which the company is

a fully liable partner and as regards the granting of a right to buy

shares;

b. cooperation upon the issue of nominative share certificates;

c. application for admission of the documents mentioned under a and

b to the trade on 8 market in financial instruments or the

application for a cancellation of such ad

1. The company has a policy with regard to the remuneration of

the Board of Directors. The policy is established by the

General Meeting. In the remuneration policy, payments upon

termination of employment, profit sharing and bonus payments

as well as remuneration payable in instalments, shall be

discussed.

2. The salary and further terms for the Directors are established

by the Supervisory Board within the remuneration policy

established by the General Meeting and laid down in a written

agreement with the company, which in this case is represented

by the Chairman of the Supervisory Board.

Remuneration

Article 15

investigation is not considered necessary, then the suspension shall be

lifted in any event after two months unless, within that time a General

Meeting has been convened in order to be heard on a possible dismissal of

the member of the Board of Directors in question, in which case the

suspension may be extended by at the most two months. If it is decided to

institute a more detailed investigation, then it shall be decided

simultaneously whether or not during the extended suspension, the salary

shal I be paid.
d. entering into or breaking ofTsustainable cooperation of the

company or a dependent company with another legal body or

company or as a fully liable partner in a limited partnership or

partnership firm, if this cooperation or cancellation is of

fundamental signi ficance for the company;

e. laking a holding in the capital of another company, as well as the

drastic increase or decrease of such holding;

f. investments with a value of fifty thousand United States Dollars

(USS 50.000,00) or more;

g. a proposal to amend the articles of association;

h. a proposal to dissolve the company;

i. termination of the employment of a considerable number of

employees of the company or of a dependent company

simultaneously or within a short period of time;

j. drastic change in the working conditions ofa considerable number

of employees of the company or ofa subsidiary company;

k. a proposal to decrease the subscribed capital;

I. making a proposal for conversion, judicial fusion or for judicial

splitting in the sense of Title 8 of Book 2, Civil Code;

m. the acquisition, alienation, encumbering and in another manner

giving in use or enjoyment of shares in subsidiary companies;

n. the appointment of deputy Directors.

and for the following decisions of the Board of Directors, to the extent

the economic interest of the legal transaction in question exceeds an

amount of fifty thousand United States Dollars (USS 50.000.00) and in

which related legal transactions are considered as one legal

transaction:

o. the acquisition, alienation, encumbering, renting, leasing and in

another manner obtaining or giving for use or for enjoyment of

airplanes and immovable property and rights thereupon;

p. entering into agreements in which a bank credit is granted to the

company;

q, providing funds for loans, as well as taking funds as loans, not

including making use of a bank credit granted to the company;

r. the establishment of a limited right to proprietary rights and

movable property;

s. entering into a settlement agreement;

1. taking legal action, including following arbitral procedures,

however with the exception of taking those legal measures which

can brook no delay;
for a value of at least one third of the amount of the

financial fixed assets which are related to the holdings

of the last approved annual accounts of the company

in accordance with the balance sheet with explanatory

memorandum or of at least one hundred and fifty

thousand United States dollars (USS 150.000.00), if

the last mentioned amount is lower than the first

mentioned amount, or

(ii) which is of a fundamental or an essential nature;

c. making an investment or a disinvestment:

(i) within Sint Maarten above an amount to be set by the

General Meeting of at least five hundred thousand

United States dollars (USS 500.000.00) or a higher

amount approved by the General Meeting and made

known to the Board of Directors, by the company or a

subsidiary company, in which related transactions are

considered as one investment or disinvestment;

(ii) outside of Sint Maarten above an amount to be

established by the General Meeting of at least two

hundred fifty thousand United States Dollars (USS

250.000.00) or a higher amount approved by the

General Meeting and made known to the Board of

company;

(i)

u. making up pension plans and granting pension rights superseding

those which stem from existing plans;

and for the approval of the following documents:

v. the annual investment plan, the internal administrative/control

systems, the annual financing plan, the yearly and the five-year

business plan ( which contain, among other, a description of the

generalltinancial risks), the strategy and the deviation from the

established plans. The proposal to approve the documents as meant

in this section is sent to the General Meeting together with the

request for approval to the Supervisory Board. After the Board of

Directors has approved these documents, they are sent to the

General Meeting within two weeks.

5. Subject to the prior approval of the General Meeting are the decisions of

the Board of Directors as regards an important change to the identity or

the nature of the company or the enterprise, among which in any event:

a. transfer of the enterprise or practically the entire enterprise to a

third party;

b. taking a holding, increasing or decreasing a holding of the
Supervisory Board

Article 7

I. The Supervisory Board is independent as meant in article 2: 139 of the

Civil Code.

2. The Supervisory Board has the task of supervising the policy of the Board

of Directors and the implementation of this and the general operational

procedures of the company and its related enterprise and shall advise and

assist the Board of Directors. The Supervisory Board, in the performance

of its task, shall be guided by the interest of the com ny and its related

enterprise and to this end shall weigh the appropri e i crests against

/,0?'

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Directors, by the company or a subsidiary company,

in which related transactions are considered as an

investment or a disinvestment;

(iii) which is of fundamental significance for the

company;

(iv) which are not in the line of business; or

(v) which are of an essential nature.

d. closure, including the transfer ( whether or not in an economic

sense), of the undertaking of the company or ofa subsidiary

company or of an important section of such enterprise, also

including transfer to a subsidiary company of the enterprise;

e. the performance of other legal transactions than meant previously

in this paragraph, if the interest or the value of those legal

transactions for the company exceeds an amount of five hundred

United States Dollars (USS 500.000.00) or a higher amount

approved by the General Meeting and made known to the Board of

Directors, provided however that the approval of the General

Meeting is not required for decisions of the Board of Directors

with regard to:

(i) entering into agreements in which a bank credit is

granted to the company, and

(ii) entering into loan agreements for the account of the

company.

The General Meeting may determine that one or more

decisions, which are subject to its prior approval, may only

be submitted to the former by the Board of Directors with the

approval of the Supervisory Board. Such a decision of the

General Meeting or the withdrawal of such shall be

immediately reported to in writing to the Board of Directors

and the Supervisory Board.
-......-.-_----

those involved with the company. The Supervisory Board is responsible

for the quality of its own functioning.

3. TIle Board members, with the exception of the provision in paragraph 4

and upon recommendation of the Supervisory Board are appointed by the

General Meeting.

4. TIle General Meeting may recommend persons to the Supervisory Board

to be presented as Board member. To this end, the Board shall inform the

General Meeting on a timely basis, when, as a result of what and in

accordance with which profile, a place must be filled among them.

S. The General Meeting, with an absolute majority of the voles cast,

representing at least one third of the subscribed capital, may reject the

recommendation of the Supervisory Board. If not at least one third of the

subscribed capital was represented at the Meeting a new Meeting may be

convened in which the recommendation may be rejected with an absolute

majority of the votes cast. In that case, the Supervisory Board shall make a

new recommendation. If the General Meeting does not appoint the

recommend person and does not decide to tum down the recommendation,

the Supervisory Board shall appoint the recommended person.

Anicle 18

I. A Supervisory Board member shall resign at the latest on the day of the

first General Meeting, on which he has been a Supervisory Board member

for four years after his appointment.

2. The resigning Supervisory Board member is immediately re-eligible.

A Supervisory Board member may hold office on the Supervisory Board

for a maximum of three times for a period of four years.

3. The Supervisory Board shall remain legally constituted, even if the Board

is not complete.

4. Supervisory Board members may not be:

a. legal bodies;

b. persons who are in the employment of the company;

c. members of the Board of Directors of the company, or persons

who, during the past three years before their (intended)

appointment as Supervisory Board members were members of the

Board of Directors of the company;

d. persons who are at the same time members of the Supervisory

Board of more than two other companies.

e. persons who are in the employment ofa legal body, in which the

company has holdings of at least halfofthe subscribed capital;

r. Ministers, State Secretaries and Commissioners of countries in the

Kingdom of the Netherlands;
g. Members of Parliament of countries in the Kingdom of the

Netherlands and of the Island Counci Is of the BES islands;

h. Board members of political parties in the Kingdom of the

Netherlands.

S. Supervisory Board members shall preferably be chosen from the following

sectors: an expert from the financial sector, an expert from the economic

sector, an expert from the aviation sector. The other Supervisory Board

members, if these are appointed, must be persons who, because of their

qualities and expertise may be expected to make a positive contribution to

the decision-making of the Supervisory Board.

6. Ifall members of'the Supervisory Board are missing, then the appointment

shall be made by the General Meeting in accordance with the provision in

article 2: 141 of the Civil Code.

7. A member of the Supervisory Board may be suspended by the Supervisory

Board. The suspension shall be lifted legally, if the company has not made

a recommendation to the Judge in First Instance, to dismiss the person

involved within two months after the start of the suspension. The judge

may dismiss a Supervisory Board member, upon a recommendation to that

effect, for neglecting his task, due to other grave reasons or due to drastic

change of the circumstances, on the basis of which keeping him on as

Supervisory Board member cannot be reasonably expected of the

company.

The request is submitted by the company, represented in this case by the

Supervisory Board;

8. The suspended member shall be denied access to the offices and

establishments of the company and all authority to perform legal

transactions on behal f of the company shall be put on hold for the duration

of the suspension.

9. Upon request of the General Meeting and the Board of Directors, a

Supervisory Board member may be suspended or dismissed by the Judge

due to neglecting of his task, due to other grave reasons or due to a drastic

change in circumstances, on the basis of which, keeping him on as

Supervisory Board member cannot be reasonably expected of the

company.

Article 19

I. The Supervisory Board shall have access to the offices, the work places,

the storerooms and the establishments of the company. The Supervisory

Board is authorized to have perusal of the books, the documents and the

funds of the company and to ask for information from the Board of

Directors, which the latter is obliged to provide.
Organization of the Supervisory Board

Article 21

I. The Supervisory Board shall choose from among its members a Chairman.

2. The Supervisory Board shall meet as often as a meeting is convened by its

Chairman; the latter shall proceed with convocation, either of his own

volition, or upon request of two or more Supervisory Board members, or

upon request of the Board of Directors.

3. The Supervisory Board shall meet at the location it deems convenient.

Meetings may further be held by telephone as well as by video telephone,

ifall participating Supervisory Board members are able to hear each other

simultaneously.

4. Each member of the Supervisory Board shall have one vote.

5. Unless these articles of association require a larger majority, the

Supervisory Board shall decide by an absolute majority of votes cast. In

the event of a lie the proposal shall be rejected. A Supervisory Board

member may be represented at the meeting by another Supervisory Board

member.

Every Supervisory Board member individually shall only have the same

authority ifand to the extent this has been expressly granted him by

decision of the Supervisory Board.

2. The Supervisory Board, in an order to the Board of Directors, may give

rules, which are useful for exercising the supervision of the Board of

Directors of the company to which it is assigned.

3. The members of the Board of Directors, upon request shall attend the

meetings of the Supervisory Board, in which they shall have a consultative

voice.

The Board of Directors shall inform the Supervisory Board at least once a

year, in writing of the outlines of the strategic policy and the general and

financial risks of the company.

4. The members of the Supervisory Board shall receive from the Board of

Directors, periodically however at least four times per year, a written

report about the situation and the activities of the company during the past

period.

5. TIle Supervisory Board may be assisted, during the performance of its

tasks, by one or more experts for the account of'the company.

Article 20

The Supervisory Board may appoint permanent andlor ad hoc committees from

among its members and may charge these with tasks to be further defined by the

Supervisory Board.
Annual accounts

Article 24

I. The fiscal year is equal to the calendar year.

2. The books of the company are closed off annually on December thirty first

and an annual report is made up of this by the Board of Directors,

comprising a balance sheet and a profit and loss statement with as

attachment the explanatory memorandum to these documents, which

documents shall be presented to the Supervisory Board before Apri I first

of the folJowing year.

Accountant

Article 23

I. The Board of Directors is responsible for the quality and the completeness

of the published financial reports. The Supervisory Board shall ensure that

the Board of Directors lives up to this responsibility.

2. The external accountant is appointed by the General Meeting, upon the

recommendation of the Supervisory Board, at which time the Board of

Directors shall give advice to the Supervisory Board. The remuneration of

and the task assignment to execute the non- controlled activities by the

external accountant are approved by the Supervisory Board after

consultation with the Board of Directors.

3. The accountant shall make a report of his investigation to the Supervisory

Board and the Board of Directors.

4. The accountant shall set forth the result of his investigation in a report.

6. The Directors may be invited to attend the meetings of the Supervisory

Board. They shall have an advisory vote.

7. The Supervisory Board may also take decisions outside of'the meeting,

provided that all Supervisory Board members are given the opportunity to

give their opinion.

8. The Supervisory Board shall further elaborate its internal affairs and the

procedure to be followed for the decision-making process in and outside

of the meeting, in by-laws.

9. A statement signed by the Chairman of the Supervisory Board to the effect

that the Supervisory Board has taken a decision, shall be applicable to

third parties as proof of that decision.

Article 22

I. The remuneration of every Supervisory Board member shall be

determined by the General Meeting.

2. The General Meeting is authorized to change this remuneration at all

times.
I

)

~i

Profit-sharing

Article 26

I. The profit is reserved, unless the General Shareholders' Meeting decides

to payout the profit.

2. The General Meeting, after having obtained advice from the Board of

Directors and the Supervisory Board, shall decide on the purpose of the

thusly-reserved amounts.

3. The company may only make payments to the shareholders and other legal

claimants from the profit subject to payment, to the extent the equity

capital, after settling those payments is more than the amount of the

nominal capital.

4. In the event payment of profit is decided upon, the profit shall be shared

among the shareholders, in proportion to the number .r shares.

3. The annual accounts, accompanied by the accountant's statement, as well

as the annual report from the Board of Directors, shall be presented for

approval to the General Meeting within six months after the end of the

fiscal year of the company, with the exception of extension of this term by

at the most six months by the General Meeting based on special

circumstances. The annual accounts shall be signed by all members of the

Board of Directors and the Supervisory Board.

4. If one of the signatures, as meant in the previous paragraph is missing, the

reason for this shall be mentioned in the documents.

Article 2S

I. During the annual General Shareholders' Meeting, the annual accounts are

approved and the annual report of the Board of Directors is discussed.

2. From the date of the convocation to the General Meeting intended for the

discussion of the annual accounts and the annual report until the end of

this, the annual accounts with the auditor's statement, as well as the annual

report shall be placed at the office of the company in a place to be

designated by the Board of Directors for the perusal of the shareholders.

Every shareholder may obtain a complete copy, free of charge.

3. During the General Meeting, in which the annual accounts are approved, a

proposal to grant discharge to the Directors for the administration

conducted and a proposal to grant discharge to the Supervisory Board

members for the exercising of supervision thereupon, to the extent that

exercising of the task is evident from the annual accounts or from

information which otherwise was provided prior to the approval of the

annual accounts to the General Meeting, shall be brought up for discussion

separately. The scope of a granted discharge is subject to restrictions based

on the law.
I

I

General Meetings

Article 29

I. The General Shareholders' Meetings shall be convened by the Board of

Directors, the Chairman of the Board, the Supervisory Board or two Board

members jointly.

2. Annually, within seven months after the end of the fiscal year, a General

Meeting ("the annual meeting") shall be held. The agenda of that meeting

mentions, among other, the following points:

a) Report Board of Directors;

b) approval of the annual accounts;

c) granting of discharge to the Directors;

d) granting of discharge to the Board members;

e) purpose of the payable profit, if any;

Budget

Article 28

I. The Board of Directors is charged with drafting or having drafted the

capital investment- and operational budgets for the coming fiscal year,

which draft budgets shall be presented by the Board of Directors, at the

latest on December first of the current fiscal year, to the Supervisory

Board for approval.

2. The Board of Directors shall forward copies of these draft budgets to the

General Meeting immediately. The same applies to the budgets approved

by the Supervisory Board.

3. Supplementary budgets are realized in the manner as indicated in this

article for capital- and operational budgets.

Depreela tion

Article 27

The depreciation of the assets of the company shall be reflected in the

bookkeeping by means of depreciation. These depreciations shall be reflected on

the balance sheet separately.

S. The General Meeting, upon the proposal of the Board of Directors, which

has been approved by the Supervisory Board, may decide that the payment

of dividend on the shares shall be made entirely or partly through the issue

ofncw shares, in proportion to each person's shareholding.

6. Dividends are made payable at the latest fourteen days after the decision to

pay.

7. Dividends, which have not been collected within five years after having

been made payable, shall fall to the company.
f) appointment, if any of Directors and Supervisory Board members

and notification of expected vacancies on the Supervisory Board;

g) discussion of proposals submitted by the Board of Directors or by

the Supervisory Board;

h) other topics brought up for discussion by the Shareholders, taking

into consideration the provision in the articles of association and

announced taking into consideration the provision in article 30;

i) Other business.

If the Board of Directors, the Chairman of the Board, the

Supervisory Board, two Supervisory Board members jointly, fail to

convene this meeting, then the Meeting may be convened in

accordance with article 30, paragraph I, second sentence.

3. In the event of a decision to extend as meant in article 24 paragraph 3, the

discussion of the annual accounts shall be postponed pursuant to that

decision.

Article 30

I. Other Shareholders' Meetings are held, as often as the Board of Directors,

the Chairman of the Board, the Supervisory Board or two Supervisory

Board members jointly consider such necessary. They may also be held, if

one or more shareholders, together representing at least representing one

tenth of the subscribed capital, to this end, have addressed the request to

the Board of Directors in writing and under concise mention of the topics

to be discussed. If the Board of Directors has not responded within

fourteen days after receipt of that request, so that the meeting can be held

within six weeks after receipt of the request, those shareholders shall be

authorized to proceed with the convocation themselves.

2. TIle shareholders shall be summoned to the General Shareholders'

Meetings not less than twelve days in advance, the date of convocation

and that of the meeting not included, by means of an advertisement in at

least one of the newspapers published nationally on Sint Maarten andlor

announcements published electronically, which are directly and

pennanently accessible, up to the date of the Meeting, as well as by

written convocations which are sent to the address of shareholders

mentioned in the Shareholders' register, with mention being made of time

and place. TIle topics to be discussed shall be mentioned in the

convocation or the Shareholders shall be informed that they can have

perusal of these at the office of the company.

3. Announcements which must be directed, pursuant to the law or the articles

of association to the General Meeting, may be made by including these in

the convocation or in the documenl which has been deposited for perusal

at the office of the company, provided that the convocation makes mention
Place/ AccessN oting right

Article 32

I. The General Shareholders' Meetings are held on Sint Maarten.

2. Every holder of shares eligible to vote and every usufructuary eligible to

vote or pledgee of shares eligible to vote is authorized, either in person, or

by written mandate, to attend the General Meeting, to speak at said

Meeting and to exercise his voting right, provided at he has announced

Chairmanship of tile meeting/Minutes

Article 31

I. The General Shareholders' Meetings are presided over by the Chairman of

the Supervisory Board and in the absence of the Chairman by the acting

Chairman and in the absence of the acting Chainnan by one of the other

members of that Board, present at the meeting, to be appointed by the

latter. In the event all the members of the Supervisory Board are absent,

the Meeting itself shall provide for its Chairmanship.

2. Minutes shall be taken of the discussions in the General Shareholders'

Meetings by the Secretary of the Supervisory Board and in his absence, by

one of the members present at the Meeting, to be appointed for this

purpose by the Chairman of the Meeting, which minutes shall be approved

and signed by the Chairman of the Meeting and the person, who made up

the minutes, unless an official Notary report has been made up of the

discussions.

If an official Notary report has been made up of the discussions, co..

signing by the Chairman of the Meeting shall be sufficient.

3. The minutes shall be placed for the perusal of the Shareholders.

of this. The topics to be discussed shall be mentioned in the convocation to

the General Meeting or the Shareholders are informed that they may have

perusal of these at the office of the company and at the place to be

indicated by the Board of Directors.

4. A topic, of which the discussion has been requested in writing by one or

more holders of shares who are legally entitled to do so, shall be included

in the convocation or announced in the same manner if the company has

received the reasoned request or a proposal for a decision, no later than the

thirtieth day before that of the Meeting.

5. The term" written", in this article and for that matter in these articles of

association shall have the following meaning, unless arising otherwise

from the law or these articles of association; a notice which has been

passed on by letter, telefax, e-mail or any other electronic means of

communication, provided that the notice is legible and can be reproduced.
Amendment of the articles of association/Dissolution

Article 33

I. A decision to amend the articles of association or a decision to dissolve

the company upon the recommendation of the Board of Directors,

approved by the Supervisory Board is taken by a General Meeting; if the

proposal has not been made by the Board of Directors, a majority is

required of three fourths of the votes cast, irrespective of which part of the

subscribed capital is represented.

2. In the convocation to the General Meeting, in which a proposal for

amendment of the articles of association is brought up for discussion, a

report must be made of this fact and of the subsequent placement for

perusal. A copy of that proposal, in which the proposed amendments have

been included literally, must be placed for the perusal of the Shareholders

at the office of the company and at the location to be indicated by the

Board of Directors, from the day of convocation to the Meeting until its

end. Every Shareholder may obtain a copy of this free of charge.

3. Apart from that, this is done taking into consideration the legal provisions

in question.

his intention to do so, in accordance with the provision in the convocation

and taking into consideration this article.

3. A person entitled to attend a meeting, who wishes to be represented at the

General Meeting by a written mandatory, shall be obliged to present the

mandate prior to the Meeting.

4. The company may request the Shareholder and the person authorized to

attend the Meeting or his representative, to sign the attendance register

prior to the start of the meeting.

S. Disputes about the question as to whether or not a shareholder, a person

authorized to attend the meeting or a mandatory has identified himself

sufficiently to attend the General Meeting and to exercise the voting right

and all other questions which are related to the good order in the meeting

shall be decided on by the Chairman of the Meeting.

6. The decisions of the General Meeting, except in the cases in which the law

or these articles of association require a greater majority, are taken by an

absolute majority of the votes cast.

7. Blank votes and invalid votes are considered as not having been cast.

8. Voting on issues shall be done verbally. Voting on persons is done on

unsigned notes, unless the Meeting, upon the recommendation of one of

those present, prefers verbal voting or voting by acclamation.

9. Each share shall have the right to cast one vote, without prejudice to the

provision in article 10, paragraph 6.
FINAL STATEMENT

In conclusion the Appearer stated:

The two thousand (2.000) shares issued at the time of this amendment to the

articles of association, each with a nominal value of five hundred guilders,

Netherlands Antillean currency (ANG 500,-) shall be converted to ten thousand

(10.000) shares, each with a nominal value of FIFTY SIX UNITED STATES

DOLLARS (USS, 56.00), numbered from I through 10.000.

At the time of this amendment to the articles of association, therefore ten

thousand (10.000) shares had been issued, as follows: nine thousand two hundred

and five (9.205) shares numbered from I through 9.205 to the Country Sint

Indemnification

Article 3S

Every Director and Supervisory Board member of the company as well as any

other person authorized by the Board of Directors or the General Meeting to act

on behalf of the company, shall be indemnified by the Company for all damages,

fines and costs of whatever nature, which were actually incurred, within reason

for his account as a result of an action or neglect in a capacity as mentioned

above, resulting from some civil, criminal or administrative procedure and/or

judicial and factual examination and judicial actions, whether or not leading to

such a procedure, on the condition that, upon performing the action from which

the claim has resulted, he acted in reasonable and good faith, that he was

promoting the interests of the company and that such action was not in conflict

with the instructions given or the authority restrictions of'the person involved.

Article 36

Within the boundaries set by the law and these articles of association, all the

authority, which has not been allocated to others, falls to the General Meeting.

Liquidation

Article 34

I. If the company is dissolved, the settlement shall be effectuated, taking into

consideration the applicable legal provisions.

2. During the settlement the articles of association shall remain in force to

the extent possible.

3. The remainder of the assets of the dissolved company, after payment to

the creditors and after the payment of all costs and burdens shall be paid

out to the Shareholders, in proportion to each persons shareholding.

4. After the settlement, the books and documents of the company shall

remain in the care of the person appointed to this end by the General

Meeting, for the term stated thereto in the Jaw.
p: Henry Parisisus

Notary on S1.Maarten (N.A.)

Signature: illegible

ISSUED FOR TRUE corvn

Maarten and seven hundred and ninety five (795) shares numbered from 9.206

through 10.000 at the Kingdom of the Netherlands.

As a result of this conversion ONE THOUSAND SEVEN HUNDRED NINETY

SEVEN UNITED STATES DOLLARS AND SEVENTY FIVE CENTS (USS

1,797t75) must be paid back to the Shareholders, which amount shall be added to

the reserves of the company.

TIle appearer is known to me, Notary.

CERTIFICATE OF WHICH, made up in original, was passed on Sint Maarten on

the dale, mentioned in the heading of this deed.

After a concise report of the content of this deed to the Appearer, the latter

declared that he had taken note of the content of this deed and that he did not

require a complete reading.

Subsequently this deed was signed immediately after limited reading by the

Appearer and me, Notary, undersigned.

Was signed: M.D. Cleaver, L.P. de Vries.
HUMMING BIFU:t ROAD a. POINTE BLANCHe. ST .MAARTEN;

FOf\T DEFRANCE. MARTINIQUE on M.-ch 8. 1913

DUTCH

SUPERVlSOI\Y DtAt:cTOI\

JI,.ILY".2011

1611 NW 101 WAY PLANTATION 33322 ,. U.S.A.:

~NSCHOT~~THEN~ERLANpSon May 21. 1941

DUTCH

SUPERVISORYDIRECTOR

: JULY' 1. 2011

GREAUX, GEORGES ALAIN;

RasidingJn

Bomlh

Nattonality

POlltion

Effective

Residing In

Born in

Nationality

Position

EffectiYe

bIRECIQR$··AUTHoRIZED PERSONS AND CORPORATE BODJES··SUPERVISORY BOARP:

DRAAI. GERRIT:

US DOLl.AR 560,000.00

US DOLLAR 0.00

US pQLLAA 0.00

PRINCESSJULIANA INTERNATIONALAIRPORT • S,MPSONBAY

UMITED UABIUTY COMPANY

WINDWARD ISLANDS AIRWAYS INTERNATIONAL (WINAIRI N.V.

ST.MAARTEN

AUGUST 24, 1961

DECEMBER 19.2011

01 JANUARY ttvu 31 DECEMBER

Business address

Legal form

Name of the company

Statutory seat

Date of incarporatJon

Amendment in th. ertJcIes :

Fis~1 Year

Nominal capIteI

t4otninal~

Nominal issued 0iiPIt.,

Nominal paid UP capital

AppearinG int~ commercial Regist., Of the Clwnber of Commerce end Industry

St. Marten since JaNJar( 23. 1867 under

Htial runber 17.0 Is the company with the u.derwne:

WINAIR

Serial': 17.0

Date: 11-0'7·2013

nm.: 13:12:50

Page: 1of 2
JUL 112013

Sen.ll~ 17.0

P": 17-07-2013

nme: 13:·12;50

Pllge: 2 of 2

GBBS ..ROBERTO ANTOPtt'O:

Residing in CtiARLES VQSSTRAAT 25 1137. SfTTAAD. THE NETHERLANDS;

Born in CURA~O On DecemberI. 1952

Nationality DUTCH

Po.kion MANAGINGDIRECTO" ~.cti". JUNE 20. 201 Z

Authority FUlL

0lYecTIVBSI OF THE BUSINESS:

THE PURPOSES OF THE COMPANY ARE:

A, THE BUYING AND SEWNG OP AlRPLANEa AND PARTS OF AIRPLANES. MEANS OF

COMMUNICATIoN FOR AIRPlANES. PARTS THEREOF. EVERYl"HWG IN TH! WIDEST

SENSE OF THE WORD;

B. THE RENTING OF AIRPLANES WITH OR Wl11i0U'r A PILOT:

C" THE TRANSPORt OF PASSIiNGER$, MAIL AND FRBqHTi

p. FLY PASSENGERS.MAIL AND FRaGHT IN TtIE BROADEST SEMSE.AND TO PERFORM

EVERYTtiNG APPERT AWING ·THERETo 0" IN CONt4EcnON THEREWITH. INCLUDING

PARTICIPA'I1ON IN ·OTHER ENTERPfUIes.

ALMOND GROVEROAD 32, COLEBAY. ST.MAARTEN:

ARIVIDA QUEaRe. CANADA on Julv 26, 1958

CANADIAN

MANAGING DIRECTOR

OCTOBER 1. 2011

FULL

Residing in

Bomin

Nationarrty

Position

Effective

Authority

CLEAVEIl. ""CHAa DOUGLAS:

SUPERVISORY DIRECTOR

JULY 11,2011

Position

Effective

BUDIK.:. ROBERT ORLA~D6;

Residing in SUCKERGARDEN ROAD 89, BOV. PR. KWAATI~. 5T .MAARTEN;

Born i" -: ZWOLLE, THE NETHERLANDS on J..-ry 30, 1971

N.tiO~ I DUTCH
AIR OPERATOR CERTIFICATE

&

OPERATION SPECIFICATION

Exhibit WIN-4

Page 1 of3
Date of issued: 3D" of November, 2012

Minister of Tourism. EconomIc Man,

·~T~

-~.~. 70ft'

Romeo F. Pantophlet

This cerlJfIcate, unless csncelJed, suspended, or revokedshaHcontinue in effect·L/ntil:

3(J1!KofNuoem6er, 2015.

~as met the requimments of the ~Ministerie/eBeschikking vergllnning tot

vJpchtultvoerlng" (PS 2008, no. 23) and the regulations jriscrfbed·there

under for the issuance of this certificate, and Is heteby authorized to

operate in intemational commerCial· air t~nsponation in. accolr:lance with

"beschlkking" and regulatJ()ns prescribed there under, ·and the. terms,

conditions, and limitations contained in the attached Specific Operating

Provisions.

whose btI$iness address is

· t AifTJOrt Road 69, Simpson Say, St. Maanen

..

This cettiflcate Is issued to ,,t

Windward Island Airways Intern_tiona' N.V.

d/b/a

WINAIR

Certificate number: 02

Sint Maarten CIvilAviation Authority I'

_ _________ M_iD_iS_by__ TrafficO_fT_O_U_riS_m_,_Ec_o_no_~~c-AffiU--n-,------ and Telecommunication . «l1li ,~ ...: _.'
SMCAA·007 Pagel

OPERATION SPECIFICATION

(lUbject to the appI'OVecI

•condition Inthe operation m... u.l)

MINISTRY OF TOURISM. ECONOMIC AFFAIRS, TRAFFIC. TEl:.ECOMIlUNICAnON

St. Marten CIvil Aviation Authority

AWport road #89 r

Simpson Bay

Sl M.. rten

/'1r.ephgne: +721-545-2024I 545-4226 Fax: +721-545-2998

AOC#: 02 .. ~: WINDWARD ISLAND AIRWAYS Date: 05 - SEP - 2013

~~ I INTERNATIONAL N.V. ..

SignabJrel~~ '7' - SlgnabJre: wJhLA

E. ~, DI (WINAIR) L. HaIIeYL"'part~ HIad (SMCAA)

Aircraft m -.,.' --,NfL _~ -". ,.- Aircraft: Registration Mark: Pl - WU Aircraft serial Number: "2

Aircraft:Registration Mark: Pl- WJS Aircraft serial Number: 447

Aircraft: Registration Mark: Pl - WD Aircraft serial Number: 533

Aircraft: Registration Mark: Pl - WIT Aircraft serial Number: sea

.(Maximumapproved passenger seating conII~_ratlan): 1.,...nllet'S

"types of operation: Commerd.,.1,f1wnspotUt/on III Passenger III Cargo III Mail

Area(s) of operation CAR

Special limitations: Not Applicable

SPECIAL AUTHORIZAnON YES NO SPECIFIC APPROVALS REMARKS

Dangerous gOOClS 0 III

LOw visibility operations

Approach anCllandlng III 0 CAT: 1 INR: jIIIlm DH: Zlmft

Take-off aa 0 IVR: am

RVSM III NlA 0 0

ETOPS III NlA 0 0 Threshold tlme:_ minutes

0 0

MaXImum dlverslon:_ minutes

NaVigation specification for PIN

Ol*1ltlons 0 III -

XX

~ anaAItMyI IILV. AIIIIftMCI {{;'O)c~~""

~

continuing airworthiness MIIntInInCII 01".1111:1 anCAIICHIIt anCIln acawGInce ~/., ~ wItft IMCMParts. flirt .... flirt.anatile ......

WINAIICInIriIMIIntInIra manuII ... /, I ~1 ~

other 0 0 I{Ci(,~r~~~~ll

~ \' _ ............... - . I

" ~1·:.{~/

OPI!RAnON SPECIFICATION FORM SMCCAA-007
robert. wirick@aa.com

francis.heil@aa.com

jrichardson@johnlrichardson.com

jcanny@amerijet.com

sametta.c. barnett@delta.com

sascha. vanderbellen@delta.com

esauer@ssd.com

msinick@ssd.com

jhill@dowloenes.com

kevin.montgomery@polaraircargo.com

bob.kneisley@wnco.com

thomas. ting@suncountry.com

dan.weiss@united.com

steve.morrissey@united.com

anita.mosner@hklaw.com

jennifer.nowak@hklaw.com

howard _kass@usairways.com

Robert Wirick (American)

Francis Heil (American)

John Richardson (Amerijet)

Joan Canny (Amerijet)

Sametta Barnett (Delta)

Alexander Van der Bellen (Delta)

Edward Sauer (Evergreen)

Marshall Sinick (Florida West)

Jonathan Hill (JetBlue)

Kevin Montgomery (Polar)

Robert Kneisley (Southwest)

Thomas Ting (SunCountry)

Dan Weiss (United & Continental)

Steve Morrissey (United & Continental)

Anita Mosner (UPS)

Jennifer Nowak (UPS)

Howard Kass (USAirways)

I hereby certify that on November 6, 2013 a copy of the foregoing Application of

Windward Island Airways International, N.V. was served via email on the persons listed below.

&1t§i:i[) ~~

Kristin K. Leake

Certificate of Service