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BEFORE THEDEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

)

Application of ))

Virgin Nigeria Airways Limited )) Docket OST-2005-

For a foreign air carrier permit )pursuant to 49 U.S.C. § 41301, et seq. )(U.S. – Nigeria) ) )

APPLICATION OF VIRGIN NIGERIA AIRWAYS LIMITEDFOR A FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be sent to:

Dr Yemi Osindero David E. SchafferHead, Corporate Development David E. Schaffer Associates LLC

Funke Adeyemi 9205 Hambletonian PlaceLegal Officer & Company Sec Vienna, VA 22182

Virgin Nigeria Airways Ltd (703) 938-30623rd Floor 17 Ligali Ayorinde Street (703) 938-3063 (fax)Victoria Island [email protected] [email protected] Counsel for Virgin Nigeria Airways [email protected]

Dated: December 22, 2005

NOTE: ANY PARTY MAY FILE AN ANSWER TO THIS APPLICATION. ANSWERS TO THIS APPLICATION ARE DUE TO BE FILED AT DOT ON OR BEFORE JANUARY 12, 2006.

Application of Virgin Nigeria for aForeign Air Carrier Permit

TABLE OF CONTENTS

PAGE

Introduction 1

Background About Virgin Nigeria 2

An Award of Authority to Virgin Nigeria Would Be Consistent withSettled DOT Policy 6

Evidentiary Support for Application 9

Verification 27

Certificate of Service 28

Exhibits:

VNA-001: Greater than 5% Shareholders of Virgin NigeriaVNA-002: Greater than 5% Shareholders of Virgin AtlanticVNA-003: DirectorsVNA-004: Officers and Key Management PersonnelVNA-005: Operating Authority Issued by the Nigerian Civil Aviation AuthorityVNA-006: Aircraft FleetVMA-007: Additional Details Concerning Leasing ArrangementsVNA-008: Financial BackgroundVNA-009: Traffic ForecastsVNA-010: Designation

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BEFORE THEDEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

)

Application of ))

Virgin Nigeria Airways Limited )) Docket OST-2005-

For a foreign air carrier permit )pursuant to 49 U.S.C. § 41301, et seq. )(U.S. – Nigeria) ) )

APPLICATION OF VIRGIN NIGERIA AIRWAYS LIMITEDFOR A FOREIGN AIR CARRIER PERMIT

Introduction

Pursuant to 49 U.S.C. § 41301, et seq., 14 CFR Part 211, and 14 CFR Part 302,

Subpart B of the Department’s procedural Regulations, Virgin Nigeria Airways Limited

(“Virgin Nigeria”), a foreign air carrier incorporated in and with a principal place of

business in Nigeria, hereby applies for a Foreign Air Carrier Permit authorizing it to

engage in foreign scheduled and charter air transportation of persons, property and mail

between Nigeria and the United States.

Simultaneously with this application, Virgin Nigeria is filing an application for an

exemption. To the extent necessary, Virgin Nigeria hereby incorporates by reference

information contained in the aforementioned application.1

1 Virgin Nigeria requests that this application be decided on the basis of written submissions pursuant to 14 CFR section 302.207 and that the Department grant this application by proceeding directly to a final order pursuant to 14 CFR section 302.210.


Virgin Nigeria satisfies all of the Department’s criteria for the issuance of a

Foreign Air Carrier Permit. As will be shown below, approval of this Application would

be consistent both with the public interest and with settled DOT policy. Before

providing each item of information required by the Department, Virgin Nigeria thinks it

essential to provide an overview of the company, the aviation sector in Nigeria, and the

steps the Government of Nigeria has taken to ensure that its citizens, and indeed, all

persons traveling to and from Nigeria, have access to safe and secure air

transportation.

Background About Virgin Nigeria

Virgin Nigeria is a private airline that operates as the flag carrier of Nigeria.

Virgin Nigeria was created after the demise of Nigerian Airways in 2002.

With the demise of its National state-owned carrier, and the lack of a robust

aviation infrastructure within Nigeria, the Nigerian Government faced significant

challenges with respect to catering to the needs of its 130 million inhabitants and

burgeoning work force and the consequences of a growing economy whilst providing

safe and secure transportation. This is especially important for Nigeria and other

developing countries who seek greater foreign direct investment, international trade and

global interaction. Aviation is also crucial to supporting Nigeria’s leading role in Africa

and increasingly, globally.

Specifically direct air services between Nigeria and the United States are sorely

needed. Nigeria is a strategically important oil producing ally of the United States and

the lack of direct services hampers the development of trade links and the effectiveness

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of strategic initiatives such as the United States African Growth and Opportunity Act

(AGOA).2

The Federal Government of Nigeria has recently been actively engaged in the

reform of its aviation sector to:

Improve standards;

Encourage private sector participation; and

Limit the government’s role to policy formulation.

Accordingly, the Government decided to replace its liquidated national carrier

with a new fully private sector, national flag carrier that draws on international best

practice aviation expertise. This approach is virtually unique in major developing

countries, and has avoided any investment by the government.

Significantly, the Government of Nigeria opted not to re-create another state-

owned airline, but instead looked to the private sector to help address its need for a

viable air transport network. Thus, the Federal Government of Nigeria went through a

competitive process internationally to search for an established airline to act as

Technical Partner to the nation’s new flag carrier. Under this framework, Nigerian

nationals would hold a 51% stake in the new flag carrier, and the technical partner

selected under the competitive process would hold the remaining 49 percent of the

shares. The 51:49 equity structure of the company was designed by the Federal

Government of Nigeria to ensure that the Technical Partner had a financial stake in the

resulting flag carrier and would therefore remain committed to ensuring that the highest

level of technical expertise was continually provided to the flag carrier.

2 Title I of the Trade and Development Act of 2000, Public Law 106-200, 19 U.S.C. 3721 et seq.

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After evaluating the competing bids and performing several months of audits and

due diligence, the Federal Government of Nigeria on September 1, 2004 selected Virgin

Atlantic Airways as the Technical Partner. Under this arrangement, Virgin Atlantic is a

minority shareholder and technical adviser to the new flag carrier. Virgin Atlantic also

assists Virgin Nigeria by performing certain flight operations pursuant to a wet lease

arrangement (a Bulgarian carrier, BH Airways, also performs wet lease services for

Virgin Nigeria).

While understanding that having a capable technical partner would be absolutely

critical to the safety, security and success of the new airline, the Nigerian Government

was also mindful of its continuing need to develop its own aviation infrastructure. To

that end, the Government is continuing to upgrade its regulatory oversight and facilities.

Following recent air crashes in Nigeria, the President has directed the Minister of

Aviation to report directly to him, on a monthly basis, the progress being made with

standardizing the aviation infrastructure in the country.

The Government has strongly encouraged adoption of policies which ensure that

Nigerian staff will be trained to carry out various technical, operational and managerial

roles. Thus, Virgin Nigeria has adopted a policy which calls upon it to: (i) hire solely on

merit and to secure the best qualified people, and (ii) maximize the recruitment from

within Nigeria, and where necessary recruit qualified Nigerians living abroad who wish

to return to Nigeria. The company has for the past year searched for suitably qualified

people internationally via Spencer Stuart, and in Nigeria via KPMG and Phillips

Consulting.

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Where roles required skills, experience and attributes that were not currently

available in Nigeria or from returning expatriate Nigerians, the Company recruited high

quality non-Nigerian expatriates to launch the airline and to facilitate standard

international practices in aviation and business. Those positions include the Chief

Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Commercial

Officer, Director of Flight Operations, Director, Engineering as well as Quality

Assurance Manager.

The non-Nigerians brought in are explicitly required over their tenure to seek and

where applicable, train Nigerian replacements as part of succession planning and the

Human Resources department will hold each of them accountable for this as part of

their annual performance review process. The Federal Government of Nigeria is very

keen to see capacity building take place and will monitor the succession planning of

Virgin Nigeria.

Nigeria’s new national flag carrier has been operating since June 2005, with

Virgin Nigeria providing high quality air transport services to several destinations,

including London, Johannesburg, Accra, Douala, Abuja and Port Harcourt.

In January 2006, Virgin Nigeria will start ab-initio pilot training of locally hired

Nigerian graduates at international training centers. A maintenance facility with four-

storey office facility is under construction and is expected to be completed by January

2007. This facility, which can house up to 4 Boeing 737’s will serve as an MRO facility.

In addition to this, Virgin Nigeria is also initiating an apprenticeship program for Nigerian

mechanics which will develop light maintenance expertise. Virgin Nigeria’s current

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headcount of Nigerian staff is over 400, with further Nigerian employment forecasted at

over 1,000 by the end of 2006.

An Award of Authority for Virgin Nigeria Would Be Consistent with Settled DOT Policy

The forward-thinking steps taken by the Government of Nigeria are consistent

with DOT policy. DOT for many years has supported the privatization of state-owned

foreign carriers. Indeed, when it adopted its International Aviation Policy back in 1995,

DOT stated:

[Certain] countries are responding to the highly competitive integrated and global air transportation market, in which their airlines may not be fully prepared to compete. Most foreign airlines are only beginning to adapt to the more competitive operating environment through such mechanisms as streamlining costs and realigning their operations to achieve greater productivity and operating economies. For state-owned airlines, privatization is an important initial step as it will lead those airlines to develop cost-efficient operations and, in the longer term, to expand their markets.. . .

Privately held airlines have better incentives to reduce costs and respond to public demand. Therefore, as we have in the past, we will be supportive of governments wishing to privatize their airlines so that their privatization efforts will be successful

See, Statement of International Aviation Policy, DOT Docket 49984, May 3, 1995,

60 Federal Register 21841.

The ownership structure of Virgin Nigeria is also in line with international policies

and intent for the healthy development of African aviation such as “Safe Skies for Africa”

and the African Transportation Initiative. The “Safe Skies for Africa” initiative states that

African nations must assume ownership of the initiative:

by recognizing the importance of aviation safety and security to their economic development and

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by marshalling the political will to turn these civil aviation goals into realities

The initiative recognizes the role that assistance from the private sector can play

and encourages the countries in question to utilize foreign technical expertise where

necessary. The approach adopted by the Nigerian Government to its flag carrier project

is closely in line with this US policy. Given DOT’s settled policy, Virgin Nigeria is

hopeful that the Department will demonstrate its support for the private sector solution

adopted by the Nigerian Government by promptly granting the authority requested

herein.

The fact that Virgin Nigeria has Virgin Atlantic as its technical partner and 49%

shareholder helps to ensure safety and security is maintained in Virgin Nigeria’s

services. As explained more fully in paragraphs 5 and 6 below, 51% of Virgin Nigeria’s

stock is owned by Nigerian citizens.

Virgin Nigeria’s Nigerian investors are the leaders of the Nigerian business

community. These shareholders represent Nigeria’s top banks, financial institutions and

corporate bodies. They are not passive investors but in fact meet frequently on Virgin

Nigeria matters, and have their own shareholder representative in the person of Chief S.

Adegbite (a well respected Nigerian businessman), who can coordinate Nigerian

shareholder involvement in the company. Indeed, more than half of the Virgin Nigeria

Board of Directors are Nigerian citizens, including the Board’s Chairman. More than

half of its officers and key management personnel are Nigerians including its Chief Pilot,

Controller, and Heads of Planning, Corporate Development, Legal, Information

Technology, and Public Affairs.

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Given the fact that Nigeria is currently not a Category 1 country under the FAA’s

International Aviation Safety Assessment Program (IASA), until Category 1 certification

is obtained, any Nigerian carrier, by definition would have to rely upon a foreign partner

for operational and technical support in order to operate to the United States. The fact

that the Government of Nigeria through a public tender process has selected a carrier

from the United Kingdom, Virgin Atlantic, to serve as Virgin Nigeria’s technical partner,

should in no way impede Virgin Nigeria’s exercise of its rights under the U.S.-Nigeria

Open Skies agreement. Indeed, due to Virgin Atlantic’s involvement, Virgin Nigeria’s

services will be operated pursuant to European Union JAR regulations, ensuring the

highest level of safety.

As explained above, the Department should give very positive consideration to

Nigeria’s effort to restructure its airline industry using private sector alternatives. Virgin

Nigeria is making every effort to diminish over time its reliance upon foreign assistance,

including training local staff for cabin crew and other technical positions, as well as

working closely with Nigerian management trainees. Indeed, it is Virgin Nigeria’s hope

to be able to fly its aircraft to the United States under its own Air Operator’s Certificate

within the next few years. Virgin Nigeria is already flying Boeing 737-300 aircraft leased

from General Electric Commercial Aircraft Services (GECAS) on its own Air Operator’s

Certificate within Nigeria and the West and Central African regions. Simply put, DOT’s

prompt certification of Virgin Nigeria will send a concrete and meaningful signal to the

African aviation community that the Department is willing to accept innovative and

forward- thinking restructuring schemes.

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It is also significant to note that Virgin Nigeria anticipates that its Nigerian

shareholding will increase over time as a result of a planned IPO on the Nigerian Stock

Exchange. Enabling Virgin Nigeria to proceed toward that goal by way of a technical

assistance arrangement with a more established carrier would vindicate the U.S.

aviation policy toward Africa, and steadfast promotion of market principles.

In further support of this Application, Virgin Nigeria states as follows.

1. Applicant name and address: The name of the applicant is Virgin

Nigeria Airways Limited. Its registered address is 188, Awolowo Road, Ikoyi Lagos,

Nigeria and its operational addresses are Murtala Mohammed International Airport,

Ikeja, Lagos and Ark Towers, 3rd Floor, 17, Ligali Ayorinde Street, Victoria Island Lagos.

Virgin Nigeria is a Private Limited Liability Company. The company was registered on

January 7, 2004 by the Federal Government of Nigeria with the name “Nigeria Eagle

Airlines plc” as a brand new shell company to facilitate the eventual legal registration

process for the flag carrier. The company’s Certificate of Incorporation number is

501975. It is based in Nigeria and organized under the laws of the Federal Republic of

Nigeria, specifically the Federal Republic of Nigeria Companies and Allied Matters Act,

1990 (as amended in 2004).

2. Regulatory authority. The government air transport authority of Nigeria

is the Nigerian Civil Aviation Authority (NCAA). Its address is Aviation House, P.M.B.

21029, 21038, Ikeja, Lagos, Nigeria. NCAA has oversight functions over the aviation

sector, including the registration of aircraft, certification and airworthiness.

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3. Authority requested. Virgin Nigeria seeks authority to conduct

scheduled foreign air transportation of persons, property, and mail in accordance with

the Air Transport Agreement between The Government of The United States of America

and The Government of The Federal Republic of Nigeria on the following routing:

From points behind Nigeria via Nigeria and intermediate points to a point or points in the United States and beyond.

For all cargo-services, between the United States and any point or points.

Virgin Nigeria also requests authority to provide charter air transportation in

accordance with the rights granted in Annex 2, Section 1 of the U.S.-Nigeria Open Skies

Agreement, and Part 212 of the Department’s Economic Regulations. Virgin Nigeria

would exercise all rights in accordance with the terms of the U.S.-Nigeria Open Skies

Agreement, including, without limitation, Annex 1, Section 2.

4. Points to be served. It is initially proposed that direct non-stop service

be provided from Lagos to either New York or Newark, with service operated four times

per week increasing to a daily service. No seasonal variation is planned for the start of

operations. The point or points in the United States proposed to be served over time

may include Washington D.C., Houston, Chicago, Atlanta, Miami and Los Angeles. The

initial proposed service will be operated with Airbus 340 equipment with Business Class,

Premium Economy and Economy class configurations. As will be described in detail

below, it is proposed that this service will initially be operated pursuant to a wet lease

arrangement between Virgin Nigeria and Virgin Atlantic Airways.

5. Ownership structure. As stated in the Introduction to this Application,

Virgin Nigeria is owned entirely by private sector businesses. 51% of the company’s

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shares is held by Nigerian citizens, pursuant to a private placement organized by

Investment Banking & Trust Company, Nigeria’s premier investment bank. Virgin

Nigeria is planning to sell its shares in an initial public offering (IPO) on the Nigerian

Stock Exchange in the next few years. The remaining 49% of the shares is held by

Virgin Nigeria’s strategic partner, Virgin Atlantic Limited. Virgin Atlantic Limited is itself

owned 51% by Virgin Group Investments Limited and ultimately by Sir Richard Branson,

a UK citizen, while 49% is owned by Singapore Airlines, a Singaporean citizen. This

results in an effective UK and Singaporean interest respectively of 24.9% and 24.1% in

Virgin Nigeria. Following is a chart which shows the overall ownership structure of the

company. A description of the entities which hold 5% or more of the shares of the

Virgin Nigeria Airways is contained in Exhibit VNA-001. A description of the entities

which hold 5% or more of Virgin Atlantic Airways Ltd. can be found at Exhibit VNA-002.

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Name Citizenship

Country of Permanent Residence

Amount Invested (US$M)

Percentage Holding

1. Access Bank Plc Nigerian Nigerian 0.88 1.75%2. African Alliance Insurance

Company LimitedNigerian Nigerian 0.50 1.00%

3. Asset & Resource Management Company Limited

Nigerian Nigerian 1.00 2.00%

4. BGL Limited/WMP Nigerian Nigerian 1.13 2.25%5. Capital Alliance Nigeria Limited Nigerian Nigerian 5.63 11.25%6. Chartered Bank Plc Nigerian Nigerian 0.63 1.25%7. Crusader Insurance (Nigeria)

PlcNigerian Nigerian 0.50 1.00%

8. Dantata Investment & Securities Company Limited


9. HEIRS Insurance Company Limited


10. IBTC Ventures Limited Nigerian Nigerian 1.38 2.75%11. Industrial And General

Insurance Company LimitedNigerian Nigerian 1.00 2.00%

12. Leadway Assurance Company Limited


13. Linkup Investment Limited Nigerian Nigerian 0.88 1.75%14. Lion Buildings Limited Nigerian Nigerian 0.50 1.00%15. Magami Holdings Limited Nigerian Nigerian 0.50 1.00%16. Oasis Insurance Company

LimitedNigerian Nigerian 0.50 1.00%

17. STB Capital Markets Limited Nigerian Nigerian 2.00 4.00%18. UNIC Insurance Plc Nigerian Nigerian 1.00 2.00%19. University of Ibadan

Endowment FundNigerian Nigerian 0.50 1.00%

20. Virgin Atlantic Limited UK/Singapore UK 24.50 49.00%21. Wema Securities & Finance Plc Nigerian Nigerian 0.50 1.00%

Total 50.00 100.00%

To the extent that a question exists regarding ownership and control of Virgin

Nigeria, it would not be inimical to U.S. aviation policy or interests to waive the

ownership and control standards in this case and grant the requested authority. The

Department has waived those standards in other cases where there was less than the

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51% homeland ownership that exists here.3 It has even issued a waiver where the non-

homeland owner was a British corporation despite the lack of an open skies agreement

with the United Kingdom.4 The considerations favoring such a waiver are particularly

compelling here given the open skies agreement between the U.S. and Nigeria and the

fact that the Nigerian government selected Virgin Atlantic as Virgin Nigeria’s technical

partner after an extensive search and tender process. Moreover, it would help further

U.S. interests in promoting economic development in Africa and ensuring a safe and

secure air transportation system.

6. Board of Directors. Virgin Nigeria has an 11-member Board of Directors.

The Chairman of the Board is Mr. Felix Ohiwerei, who is a Nigerian citizen. Following is

a list of the names and nationalities of these directors. As will be evident from the

background information about these individuals set forth in Exhibit VNA-003, Virgin

Nigeria has a strong Board which is comprised of many of Nigeria’s most prominent and

successful businessmen:

Name CitizenshipFelix Ohiwerei NigerianTajudeen Dantata NigerianAdeboye Shonekan NigerianBismarck Rewane NigerianArnold Ekpe NigerianJohn Adebanjo NigerianStephen Ridgway BritishJulie Southern British

3 See, for example, Application of Air Plus Argentina (Docket OST-99-6400) where there was only 27% homeland ownership and Application of Cielos del Peru, S.A. (Export Air) in Docket OST-95-617 where there was only 30% homeland ownership.

4 Application of Premiair (Docket OST-97-2167), February 28, 1997. See also the case of Air Aruba (Order 99-3-21) where an exemption was granted to Aruba’s flag carrier in the light of the open skies agreement between the U.S. and Aruba even though there was no open skies agreement between the U.S. and Venezuela, the country of the non-homeland owner of Air Aruba.

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Conrad Clifford BritishFrederick Smyth South AfricanSteve Clarke British

7. Management Team. Virgin Nigeria has established a highly qualified

management team. Following is a list of the names, titles and citizenship of each of

these individuals. None of these individuals are related by blood or marriage. Further

details about these individuals can be found in Exhibit VNA-004.

Name Title CitizenshipConrad Clifford Chief Executive Officer BritishLarry Agose Head of Public Affairs NigerianAdeola Bali Head of Planning NigerianVictor Banjo Human Resources Director NigerianSteve Clarke Chief Operating Officer BritishGraham Keddie Chief Commercial Officer BritishYemi Osindero Head of Corporate Development NigerianAdefunke Adeyemi Manager, Legal Services NigerianJimoh Akadiri Financial Controller NigerianToyin Agoro Head of IT NigerianAlastair Hendry Quality Assurance Manager BritishCapt. Jason Holt Director, Flight Operations BritishCapt. Horace Miller-Jaja Chief Pilot NigerianMichael Igbodipe Security Manager NigerianColin Symes Engineering Director British

8. Ownership of Other Airlines. None of Virgin Nigeria’s officers, directors,

managers, or holders of more than five percent of its stock holds any interest in any

U.S. carrier. Steve Ridgway and Julie Southern act as Chief Executive Officer and

Chief Financial Officer of Virgin Atlantic Airways respectively. Virgin Group Investments

Limited holds an interest in Virgin Atlantic Limited, Virgin Blue, Virgin Express and Virgin

America. No other officers, directors, or managers of Virgin Nigeria, or holders of more

than five percent of its stock hold any interest in any other foreign air carrier, in any

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other person engaged in the business of aeronautics, or in any common carrier, or any

person whose principal business is the holding of stock in, or control of, any air carrier.

9. Insurance. The Foreign Air Carrier Certificate of Insurance will be

provided to the Department. As part of its temporary ACMI lease, Virgin Nigeria is

currently insured under the agreements with BH Air and Virgin Atlantic Airways,

respectively.

10. Air Operators Certificate. Virgin Nigeria’s operating authority, its Air

Operator’s Certificate (AOC) was issued by the Nigerian Civil Aviation Authority on June

3, 2005 and the Federal Ministry of Aviation issued on April 19, 2005 its Air Transport

License (ATL) (see Exhibit VNA-005). The AOC is renewable every two years and the

ATL is renewable every five years.

11. Operating history. Virgin Nigeria Airways Limited was registered on

January 7, 2004 by the Federal Government of Nigeria with the name “Nigeria Eagle

Airlines plc” as a brand new shell company to facilitate the eventual legal registration

process for the flag carrier. The company’s Certificate of Incorporation number is

501975.

Virgin Nigeria operates as the Nigerian flag carrier from its hub at Lagos (Murtala

Mohammed International Airport). Its first flight commenced on June 28, 2005 to

London and it now operates from Lagos to London, Johannesburg, Accra, Douala,

Abuja and Port Harcourt. Virgin Nigeria is developing a global network of

intercontinental, regional and domestic routes from its home base in Lagos. In addition

to the above named routes, new routes are planned for launch regularly.

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Virgin Nigeria has operated scheduled international and domestic services to the

routes listed below, with respective start dates as follows:

28 June 2005: LOS – LON (Three times per week)

29 June 2005: LOS – ABV (Three times a day)

30 June 2005: LOS – PHC (Two times a day)

20 July 2005: LOS – ACC (Once a day)

25 Oct 2005: LOS – DLA (Once a day)

24 Nov 2005: LOS – JNB (Three times per week)

Virgin Nigeria is developing a global network of intercontinental, regional and

domestic routes from its home base in Lagos. In addition to operating from Lagos to

London, Accra, Abuja, Port Harcourt, Douala, and Johannesburg, new routes are

planned to be opened shortly.

The route network in the future will encompass intercontinental routes to Asia,

the Middle East, Europe and North America, as well as regional routes within West and

Central Africa and key domestic routes within Nigeria.

In line with the national objective of turning Nigeria into a leading aviation hub in

Africa, Virgin Nigeria has been allocated its operational space at Lagos Murtala

Mohammed International Airport for all its operations, whether international or domestic.

From the outset this will allow the beginnings of a hub at Lagos, with the ability of

passengers transferring within the terminal. The same is occurring at Abuja, with both

domestic and international direct flights planned.

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Virgin Nigeria is investing substantial sums in improving the end-to-end customer

experience in Nigeria, particularly at the airports and has also introduced a new

payment method in partnership with the UBA Group, to ease payment difficulties for its

customers. Virgin Nigeria’s investment at the airport is enhancing the customer facilities

at its Nigerian airports, quite separately from the responsibilities of the Federal Airport

Authority of Nigeria (“FAAN”).

Virgin Nigeria is now flying Boeing 737-300 aircraft leased from GECAS on its

own Air Operator’s Certificate within Nigeria and the West and Central African regions,

with aircraft 5N-VNA being the first of these.

12. Further information re regulatory oversight of Virgin Nigeria. The

President of Nigeria has been personally driving aviation as a national priority and has

stated his administration’s determination to use the rapid development of the aviation

sector as an engine of economic growth to help diversify the Nigerian economy away

from its undue dependence on oil as a source of export and government revenue.

Having successfully created the nation’s flag carrier, the government is committed to

building and maintaining an aviation infrastructure that meets global standards of safety,

security and industry best practice. It is the Government’s intention that Nigeria

becomes a safe skies country in the very near future and Virgin Nigeria would welcome

the assistance of the FAA in this effort.

Primary oversight and audit activity rests with the Nigerian Civil Aviation

Authority. This mandatory requirement is prescribed in the Nigerian Civil Aviation (Air

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Navigation) Regulations Part 6 Para 6.5.10. The NCA(AN) R's were derived from three

primary regulatory sources:

ICAO

FAR’s

UK ANO

The intention is that the NCA(AN) regulations will be aligned with the JAA. As

such, Operators will be approved in accordance with Nigerian Civil Aviation Rules which

align with JAR Ops 1, JAR 145, JAR 66, JAR FCL, etc. Future NCAA Audits will be

conducted against the requirements prescribed in NCAR Ops 1 and NCAR 145. Both

NCA(AN)R’s and NCAR Ops 1 require operators to establish a Quality System and

associated procedures which include an audit schedule.

It is proposed that the flight operations to the United States at issue in this

Application will be provided pursuant to a wet lease arrangement with Virgin Atlantic

Airways. As such, those operations will be overseen by the UK Civil Aviation Authority,

and performed in accordance with JAA standards. Maintenance on these aircraft will be

performed in the United Kingdom by Virgin Atlantic, or its authorized contractors, under

UK CAA standards. The UK is a signatory to the ICAO convention.

Virgin Nigeria Airways conducts operations utilizing two Airbus A320 aircraft,

leased from Balkan Holidays Air (BH Air), under the terms of an ACMI contract, and an

Airbus A340 aircraft, leased from Virgin Atlantic Airways. Virgin Nigeria has also now

started operating Boeing 737-300 aircraft dry leased from GECAS on its own Air

Operator’s Certificate. BH Air conducts operations pursuant to an Air Operators

Certificate, issued by the Bulgarian Civil Aviation Authority (“BCAA”). An agreement

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was reached between NCAA and BCAA, such that oversight responsibility of BH Air

operations in Nigeria would remain with BCAA. BH Air will continue to be audited by

BCAA in addition to the NCAA audits, and reference to its operations within West Africa,

including Maintenance activity, is made in its Operations and Maintenance Organization

Manuals. BCAA inspected the VNA Maintenance facility prior to granting approval for

its use by BH Air.

In addition to conforming to our primary regulatory body, the NCAA, Virgin

Nigeria’s absolute focus on safety and standards has led Virgin Nigeria to elect to

operate to additional scrutiny and standards including audits by Virgin Atlantic and also

the JAAR Ops standards governed by the Joint Airworthiness Authority European

regulatory body. This is an international aviation standard found commonly in Europe.

Compared to certain other standards, it imposes a greater burden on operational

management and on costs, but is in keeping with Virgin Nigeria’s philosophy of bringing

the best relevant international standards to its business in Nigeria.

13. Other audit activities. Virgin Nigeria Airways has applied for IATA

membership. Since January 1, 2005 IATA has stipulated that each new applicant must

undergo a series of audits prior to being given membership:

Operational Evaluation Visit (OEV), which was carried out May 2005

IATA Membership Entry Audit (IMEA), which was carried out December 2005

IATA Operational Safety Audit (IOSA) TBA

The IOSA will be carried out by individuals and agencies that have been approved by

IATA.

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Virgin Nigeria Airways has long-term sales with many corporate bodies

throughout Nigeria, including with major US multinational corporations which have a

presence in Nigeria, including with oil companies such as Exxon Mobil, Shell, Chevron

Texaco, Schlumberger, Halliburton etc, and those companies involved in the

petrochemical industry.

As part of the duty of care which these companies have to their staff, it is usual

before signing contracts with airlines that these companies carry out an audit of any

potential carrier. Such audits are usually carried out on behalf of the company by third

party aviation consultants or agencies. Virgin Nigeria has had several of these

corporate audits to date and passed all of them.

The Airworthiness Department of Virgin Atlantic conducts regular audits of Virgin

Nigeria’s operations. The scope of the audits is determined by Virgin Atlantic and the

standards applied are those of JAR-Ops 1.and JAR 145. For the purpose of audit

planning it has been agreed with the Quality Assurance Manager Airworthiness and

Flight Operations that the Virgin Atlantic Quality Audit Plan, as detailed in the Virgin

Atlantic Quality Manual, Part 4 (3) has been amended to include Virgin Nigeria.

Virgin Atlantic’s audit of Virgin Nigeria is scoped, prepared and conducted in

accordance with the Virgin Atlantic Quality Manual Part 4 (2) using such checklists

drawn from the Virgin Atlantic Quality Manual Part 4 (3.1) as is deemed necessary to

fulfill the scope of the audit.

Virgin Nigeria has just completed such an audit by Virgin Nigeria and

successfully passed this. In addition to this, Virgin Nigeria has just completed an

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operational audit by IATA as part of its membership requirements and has successfully

passed this.

14. Current aircraft leases. In line with best practice in starting a new, high

quality airline, Virgin Nigeria has temporary Aircraft Crew, Maintenance, Insurance

(ACMI) leases in place. This was to enable it start with the safest possible operations,

while the airline builds up its people and operational capabilities, to be fully trained and

operating to the highest standards. Virgin Nigeria is now operating a Boeing 737-300

aircraft dry leased from GECAS on its own Air Operator’s Certificate. It is proposed that

Virgin Atlantic Airways provides an aircraft and crew for Virgin Nigeria’s planned US

operation. A Bulgarian carrier, BH Air, provides an aircraft and crew for certain of Virgin

Nigeria’s intra-Africa services. A list of aircraft leased by Virgin Nigeria can be found at

Exhibit VNA-006.

Under the ACMI lease agreements with BH Air and Virgin Atlantic Airways

respectively, the Bulgarian Civil Aviation Authority and the United Kingdom Civil Aviation

Authority with address at 9 Diakon Ignatii Street, Sofia 1000 Bulgaria and Great Minster

House, 76 Marsham Street, London U.K. SW1P 4DR, respectively, have regulatory

jurisdiction over some of Virgin Nigeria’s flight operations.

Virgin Nigeria is in the process of converting the ACMI leases to dry leases

subject to recruiting and training constraints.

Virgin Nigeria anticipates having 4 A340s and 7 B737 aircraft by the second year

of operations, and has recently taken delivery of the first of these Boeing 737-300

aircraft.

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If the present permit application is granted as proposed, Virgin Nigeria plans to

start the service with an ACMI leased Airbus 340-311 from Virgin Atlantic Airways to

operate the route to the United States. As part of Virgin Nigeria’s future fleet planning,

we are also in talks with Boeing regarding its Boeing 767, 777 or 787 series with a view

to utilizing this aircraft in the future on the route to the United States.

Further details concerning Virgin Nigeria’s lease arrangements can be found at

Exhibit VNA-007.

15. Other agreements with air carriers. As noted above, Virgin Nigeria has

concluded ACMI agreements with both Virgin Atlantic Airways and BH Air. In addition,

on September 1, 2004, the Nigerian government selected Virgin Atlantic as the

technical partner for Virgin Nigeria following months of audits and due diligence by

technical advisors hired by the Ministry of Aviation. The resulting shareholder, brand

and technical services agreements give the technical partner the ability to recommend

certain key officers to the Board and to audit the airline to ensure its safety. This is

necessary because some required skills are not currently available in Nigeria. High

quality non-Nigerians have been recommended and hired for the positions of Chief

Executive Officer, Chief Operations Officer, and Chief Financial Officer. This will help

facilitate safe aviation practices. The non-Nigerians are explicitly required to seek a

Nigerian to replace them as part of succession planning and the Human Resources

Department will hold each of them accountable for this as part of their annual

performance review process. The 51:49 equity structure was designed to ensure that

the technical partner has a financial stake in the resulting flag carrier and will remain

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committed to ensure that the highest level of technical expertise and safety is provided

to Virgin Nigeria.

16. Financial resources/Capitalization. The company received initial

capitalization of $50 million from its shareholder group, in proportion to their share

interests. (For a breakdown of precise share interests, see the chart set forth in

paragraph 5.) The 51% Nigerian shareholding was secured via a private placement to

Institutional Investors which was undertaken by Investment Banking & Trust Company

Limited (IBTC), Nigeria’s premier investment bank. Criteria were specified by the

issuing house, IBTC to ensure the highest quality of Nigerian investors.

The private placement was limited only to Nigerian registered institutions that had

been in existence for at least three years before January 1, 2004, and that had a

minimum total net financial assets of N=350 million ($1.5 million) and that did not have

any material interest in any airline registered in Nigeria by the NCAA as a Nigerian

carrier and operating with Nigeria as its home base. Investors were also required to

provide corporate documents, tax clearance certificates and a statement of their debt

profile. The process was completed on schedule, and the private placement was

substantially subscribed.

The Nigerian shareholders as a group, have a Shareholders Representative,

Chief S. Adegbite, who coordinates shareholder activities and also serves as Chairman

of Wema Bank, Oasis Insurance and other Nigerian companies. It is intended that

Nigerian share ownership in Virgin Nigeria will be widened to more Nigerian investors

as soon as feasible through an initial public offering and listing on The Nigerian Stock

Exchange.

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17. Financial results. Virgin Nigeria is a start-up carrier which had no

commercial operations at the time of the 2004/5 year end and accounts. The profit and

loss summary for the period between January 7, 2004 and February 28, 2005 are

Exhibit VNA-008.

18. State support. As a privately owned carrier, the Government of Nigeria

has no ownership stake in Virgin Nigeria, and does not provide direct financial support

or subsidy to the carrier. As a new business and employer, Virgin Nigeria has received

a short-term exemption from import duties, to ensure Virgin Nigeria is able to import

equipment essential to ensure that the security, safety and operational quality of the

airline continues to meet international standards. Virgin Nigeria also receives tax

credits for staff training expenses. This tax incentive was created to encourage

employers to develop the skills of their Nigerian workers. Similar tax credits are

available to other private employers in Nigeria.

19. Traffic forecasts. An estimate of the total traffic and the financial results

of the proposed services for the first two years of operations on the initial Lagos to New

York route can be found in Exhibit VNA-009.

20. Designation. Virgin Nigeria has been formally designated by the Federal

Government of Nigeria in accordance with the Air Transport Agreement between The

Government of The United States Of America and The Government of The Federal

Republic of Nigeria. See VNA-010.

21. Bilateral Agreement. Nigeria and the U.S. have concluded an Open

Skies bilateral air service agreement. This agreement has been subject to a phase-in

process, with the last of the phase-in limitations scheduled to expire on March 31, 2006.

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Thus, there is a firm bilateral basis for the grant of the authority requested herein. Virgin

Nigeria has been assured by the Government of Nigeria that it would be open to air

service by any properly authorized U.S. air carrier, a view which has been expressed by

Nigerian Government officials on visits to the United States Department of

Transportation.

22. Safety or tariff violations, accidents. Virgin Nigeria has not been

involved in any safety or tariff violations or any accidents since the commencement of

operations.

23. Warsaw Liability Waiver. The original and 3 copies of OST Form 4523

will be filed directly with the Department of Transportation.

24. Fuel consumption. The introduction of the services proposed by Virgin

Nigeria will involve a near-term net annual change in aircraft fuel consumption

exceeding 10 million gallons, constituting a “major regulatory action” under the Energy

Policy and Conservation Act, as implemented by 14 CFR Part 313. According to Virgin

Nigeria estimates, the annual fuel burn for its proposed Lagos – New York/Newark

roundtrip will be 17.6 million gallons. Virgin Nigeria does not anticipate encountering

any difficulty in obtaining adequate supplies of fuel for its proposed services from

existing sources. Moreover, Virgin Nigeria believes that the public benefits of

convenient new nonstop service between Nigeria and the United States warrant and

offset any increased fuel consumption that, by necessity, will accompany the

introduction of this new air service.

25. Aviation Disaster Assistance/Passenger Manifest Rules. Virgin

Nigeria has adopted a plan to comply with the Aviation Disaster Family Assistance Act.

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A copy of that plan will be filed with the Department and National Transportation Safety

Board. Pursuant to 14 CFR Part 243, Virgin Nigeria also will file its Passenger Manifest

Compliance Plan with the Department.

As shown above, Virgin Nigeria meets each of the Department’s criteria for the

issuance of a Foreign Air Carrier Permit. Prompt approval of this Application would be

warranted, given the open skies bilateral aviation relationship between the United

States and Nigeria, and the Department’s own policy of supporting the development of

private sector aviation in Africa.

Dated: December 22, 2005

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CERTIFICATE OF SERVICE

I hereby certify that on this 22nd day of December 2005, a copy of the foregoing application was served in accordance with the Department’s Rules of Practice on the parties named below.

Carl Nelson, Jr.Associate General CounselAMERICAN AIRLINES1101 17th Street, N.W.#600Washington, D.C. [email protected]

Stephen LachterASTAR AIR CARGOLachter & Clements1150 Connecticut Avenue, N.W.Suite 900Washington, D.C. [email protected]

Gary GarofaloAIR TRANSPORT INTLGarofalo, Goerlich and Hainbach1200 New Hampshire Avenue, N.WSuite 800Washington, D.C. [email protected]

Hershel KamenCONTINENTAL AIRLINESDept. HQSGVP.O. Box 4607Ilouston, TX 772 [email protected]

Charlene KennedyDELTA AIR LINES1275 K Street, N.W.Suite 1200Washington, D.C. [email protected]

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mailto:[email protected]






Tom LydonEVERGREEN INTERNATIONAL140 1 New York Avenue, NWSuite 530Washington, DC 20005-2 [email protected]

Angela GarbuzinskiFEDERAL EXPRESS3620 Hacks Cross RoadBuilding B, 3rd FloorMemphis, TN 3 8 [email protected]

Marshall SinickFLORIDA WEST INTERNATIONALSquire, Sanders & Dempsey1201 Pennsylvania Avenue, N.W., #400Washington, D.C. [email protected]

Mark AtwoodKALITTA AIRSher & Blackwell1850 M Street, NWSuite 900Washington, DC [email protected]

Megan Rae RosiaNORTHWEST AIRLINES901 15th Street, N.W.#500Washington, D.C. [email protected]

Kevin MontgomeryPOLAR AIR1747 Pennsylvania Avenue, NWSuite 875Washington, DC [email protected]

Jeffrey ManleyUNITED AIRLINESWilmer Cutler Pickering Hale and Dorr LLP2445 M St., N.W.Washington, D.C. [email protected]

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David VaughanUPSKelley, Drye & Warren1200 19th Street, N.W.Suite 500Washington, D.C. [email protected]

Howard KassUS AIRWAYS2345 Crystal DriveAlexandria, VA [email protected]

Mark McMillinWORLD AIRWAYS, INC.HLH BuildingI 0 1 World DrivePeachtree City, GA [email protected]

James BalloughFlight Standards ServiceFederal Aviation Administration800 Independence Avenue, S.W.Room 821Washington, DC [email protected]

John RichardsonAMERIJET INTERNATIONALJohn L. Richardson555 13th Street, N.W.Suite 420 WestWashington, D.C. [email protected]

Moffett B. RollerCounsel for Gemini Air CargoRoller & Bauer, PLLC1020 Nineteenth Street, N.W., Suite 400Washington, DC [email protected]

Russell E. PommerAssociate General Counsel and Director ofRegulatory AffairsAtlas Air, Inc.1747 Pennsylvania Ave., N.W., Suite 875Washington, DC 20006

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[email protected]

R. Bruce Keiner, Jr.Lorraine B. HallowayCounsel for Continental AirlinesCrowell & Moring LLP1001 Pennsylvania Avenue, N.W.Washington, DC [email protected]@crowell.com

Robert E. CohnCounsel for Delta Air LinesHogan & Hartson LLP555 13th Street, N.W.Washington, DC [email protected]

John ByerlyDeputy Assistant Secretary of Transportation AffairsDepartment of State2201 C Street, NWWashington, D.C. [email protected]

John A. Morganti, ManagerNew York International Field Office, EA29Federal Aviation AdministrationAMB Cargo Building #75, Room 238JFK International AirportJamaica, NY 11430

Nancy S. SparksManaging DirectorRegulatory and Industry AffairsFederal Express Corporation1101 Pennsylvania Avenue, N.W.Suite 600Washington, D.C. [email protected]

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William DeCotaDirectorBradley RubinsteinManager, Industry and RegulatoryRelationsAviation DepartmentPort Authority of New York and NewJersey225 Park Avenue South, 9th FloorNew York, NY [email protected]

December 22, 2005

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EXHIBITS

VNA-001

Greater than 5% Shareholdersof Virgin Nigeria

UBA Group (5%)

The UBA Group, via two of its subsidiaries and associates, STB Capital Markets and HEIRS Insurance, holds five (5) per cent of the stock of Virgin Nigeria.

Name and citizenship of each person holding five percent or more of the entire capital of UBA Group

Citizenship % Holding(a) Nigerian public - Nigerian 71.68(b) First Dominion Investments Ltd - Nigerian 8.41(c) Consolidated Trust Funds - Nigerian 6.37

The United Bank for Africa Plc (new UBA) is the product of a merger of Nigeria’s third (3rd) and fifth (5th) largest banks, UBA and Standard Trust Bank Plc respectively. The union is the first successful merger transaction in the history of the Nigerian banking sector and was born out of a desire to lead the sector to a new era of global relevance by championing the creation of the Nigerian consumer finance market and leading a private/public sector partnership aimed at accelerating the economic development of Nigeria.

Today, new UBA is the largest financial services institution in sub-Saharan Africa (excluding South Africa) with a Balance Sheet size in excess of four hundred billion naira (N400b), active customer accounts in excess of two million (2m) and a network of over four hundred (400) retail distribution outlets across Nigeria as well as presence in New York, Grand Cayman Island and Ghana.

The Group comprises:

UBA plc (the Bank); UBA Global Markets Limited (the Investment Banking business); UBA Capital & Trust Limited (the asset management business); Insurance operations undertaken through Central Insurance Company Limited and

HEIRS Insurance Limited.

Dantata Investment & Securities (10%)

Alhaji Aminu Alhassan Dantata and his family (all Nigerian) hold 100% of Dantata Organization. The Directors of the Dantata Organization are as follows:

(a) Alhaji Aminu Alhassan Dantata - Chairman

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(b) Alhaji Tajudeen Aminu Dantata - Group Managing Director(c) Alhaji Sadik Aminu Dantata - Deputy Group Managing Director(d) Alhaji Hassan Aminu Dantata - Managing Director(e) Dalhatu M. Gwarzo - Executive Director

Dantata Investment and Securities limited (DISC) was incorporated in 1975 as a wholly owned subsidiary company of Dantata Organization Limited – a business conglomerate made up of thirty four (34) subsidiary companies and several associate firms with interests in Manufacturing, Construction, Property Development, Banking and Finance, Agriculture and Agro-Allied, Telecommunications, Oil and Gas Exploration and Production etc. Initially the business started as Alhassan Dantata and Sons as far back as the 1940’s with Produce Marketing and later expanded into Dantata Organization Limited under the Chairmanship of Dr Aminu Alhassan Dantata; a Nationally renowned Nigerian business veteran.

DISC represents the wide-ranging investments and interests of Dantata Organization Limited; carrying out the business of acquisition of and trading in shares in both quoted and unquoted companies, money market transactions as well as investment in properties.

Capital Alliance (11.25%)

Name and citizenship of each person holding five percent or more of the entire capital of Capital Alliance

Citizenship % Holding

(a) Mr. Okechukwu Enelamah - Nigerian 17.40(b) Mr. Thomas Barry - American 17.40(c) Mr. Richard L. Kramer - American 13.05(d) Mr. Pascal Dozie - Nigerian 13.05(e) Mallam Mohammed Hayatu-Deen - Nigerian 13.05(f) Chief Ernest Shonekan - Nigerian 13.05(g) Arnold Ekpe - Nigerian 10.00

Capital Alliance Nigeria ("CAN"), the Nigerian subsidiary of African Capital Alliance is the pioneer private equity investment firm in Nigeria (established in 1998).

With aggregate capital commitment of $65 million, Capital Alliance seeks to make equity and equity-related investments in businesses primarily based in Nigeria and more generally in Africa.

ACA's approach is to partner with exceptional management teams, with significant equity stakes, to build the long-term value of businesses well positioned in high potential industries or market niches.

Capital Alliance’s investment focus is generally on businesses having outstanding potential for capital appreciation. They are building a diversified portfolio focused on high potential growth areas, including IT/telecommunications, outsourcing of services, media, healthcare, oil & gas, logistics, transport and manufacturing for export. Secondary focus is

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placed on companies well positioned due to deregulation, privatization and restructuring of African economies.

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VNA-002

Greater than 5% Shareholdersof Virgin Atlantic Airways Ltd.

Entity Citizenship Holding

(a) Singapore Airlines Limited Singapore 49,000 Preference Shares

(b) Virgin Holdings Limited United Kingdom 51,000 Preference Shares

(c) Singapore Airlines Limited Singapore 1,370,676 Ordinary Shares

(d) Virgin Investments S.A. Switzerland 1,426,621 Ordinary Shares

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VNA-003

Directors – Virgin Nigeria

Full Name: Felix Aziobeoje Omoikhoje OHIWEREI - Chairman

Residential Address: 5, Queens Drive Ikoyi, Lagos Nigeria

Office Address: 27/29 Adeyemo Alakija street Fortune Towers, 5th floor, Victoria Island Lagos, Nigeria

Citizenship: Nigerian

Business Occupation: Non-Executive Director

Other Directorships: Unilever, Nigerian Breweries Plc, Nigerian Investment Promotion Council, NNB International Bank

Interest in any U.S Carrier: None

Interest in any other foreign carrier: None

Interest in any persons engaged in the business of aeronautics: None

Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None

Full Name: Tajudeen Aminu DANTATA - Non-Exec Director

Residential Address: 175/177 Sarari Quarters, Dala Local Government Area, Kano State, Nigeria.

Office Address: 66/67 Murtala Mohammed Road, PO Box 84, Kano


Business Occupation: Group Managing Director

Other Directorships: Dantata Organisation

Interest in any U.S Carrier: None Interest in any other foreign Carrier: None


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Full Name: Adeboye SHONEKAN - Non-Exec Director

Residential Address: Danish House, 4 Walter Carrington Crescent, Victoria Island Lagos, Nigeria

Office Address: Nigeria-German Chemicals Plc, Plot 144 Oba Akran Avenue, Ikeja Lagos-Nigeria


Business Occupation: Lawyer

Other Directorships: Nigerian German Chemicals, Unic Insurance Plc

Interest in any U.S Carrier: None Interest in any other foreign carrier: None Interest in any persons engaged in the business of aeronautics: None


Full Name: Bismarck Jemide REWANE - Non-Exec Director

Residential Address: 3, Olosa Street Victoria Island, Lagos P.O. Box 53772 Ikoyi-Lagos Nigeria

Office Address: 11 Goriola Street off Adeola Odeku Street Victoria IslandLagos, Nigeria


Business Occupation: Economist/Investment Banker

Other Directorships: Financial Derivatives Company Ltd, First City Monument Bank Ltd, Nigerian Economic, Group First City Asset & Mgt Ltd, Summit, FSB International Bank Plc, Modant Marine Ltd, Top Feeds Ltd, City Securities Ltd, Delta Packaging Ltd.


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Interest in any other foreign carrier: None Interest in any persons engaged in the business of aeronautics: None


Full Name: Arnold Onyekwere EKPE - Non-Exec Director

Residential Address: Flat A5, 4 - 8 MacDonald Road, Ikoyi, Lagos, Nigeria

Nationality: Nigerian

Business Occupation: Banker, Chief Executive, Ecobank Group

Office Address c/o Capital Alliance Nigeria, 8th Floor, C & C Towers, Plot 1684, Sanusi Fafunwa Street, Victoria Island Lagos Nigeria

Other Directorships: Ecobank Group, Capital Alliance





Full Name: John Adeniyi ADEBANJO – Non-Exec Director

Residential Address: 6, Obafemi Anibaba Street, Lekki Peninsular, Victoria Island, Lagos, Nigeria

Office Address: ALML, Third Floor, Murtala Mohammed Airport, Ikeja, Lagos

Nationality: Nigerian

Occupation: Engineer

Other Directorships: Aviation Logistics and Management Limited (ALML), Aviation Logistics Security Agency, Aviation Logistics and Transportation Services, Leadman Associates, African Professional Resources Development Agency

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Interest in any other foreign carrier: Virgin Atlantic’s Country Representative Interest in any persons engaged in the business of aeronautics: None


Full Name: Stephen Blakeney RIDGWAY - Non-Exec Director

Residential Address: Wistaria Cottage, 174 Castle St, Portchester, Hants, PO16 9QH UK

Office Address: Virgin Atlantic Airways, The Office, Manor Royal Crawley, West Sussex, RH10 9NU

Nationality: British

Business Occupation: Chief Executive, Virgin Atlantic Airways Limited

Other Directorships: Virgin Atlantic Airways Limited, Virgin Freeway Limited, Virgair Limited, Virgin Atlantic Consol Limited, Reynard Aviation Limited, Speed 5024 Limited, Greenart Limited, Fordbar Services Limited, Virgin Travel group Limited, Virglease (2) Limited, Virgin Aviation Services Limited, Virgin Holidays Limited, Virgin Atlantic Engineering Limited, Virgin Atlantic Limited, Campden Securities Limited, Junopart Limited, Route Builders Limited, Virglease Limited, Voyager Nominees Limited, Virign Aeronautics Limited, Virgin Airways Limited, Openride Limited, Public Eye Promotions Limited, Worldwide Travel of East Anglia Limited, Virglease (3) Limited, Check-in Holidays Limited, West Hill School Trust Limited, 2 Argyll Road Management Limited, Virgin Atlantic Foundation, VAL Trademark Five Limited, VAL Trademark Four Limited, VAL Trademark Three Limited, VAL Trademark two Limited


Interest in any other foreign carrier: Virgin Atlantic Airways



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Full Name: Julie Helen SOUTHERN – Non-Exec Director

Residential Address: Aldersey House, Lower Froyle, Alton, Hants, GU34 4LL, UK

Office Address: Virgin Atlantic Airways, The Office, Manor Royal Crawley, West Sussex, RH10 9NU

Nationality British

Business Occupation: Chief Financial Officer, Virgin Atlantic

Other Directorships: Virgin Atlantic Airways Limited, Virgin Freeway Limited, Virgair Limited, Virgin Atlantic Consol Limited, Reynard Aviation Limited, Speed 5024 Limited, Greenart Limited, Fordbar Services Limited, Virgin Travel group Limited, Virglease (2) Limited, Virgin Aviation Services Limited, Virgin Holidays Limited, Virgin Atlantic Engineering Limited, Virgin Atlantic Limited, Campden Securities Limited, Junopart Limited, Route Builders Limited, Virglease limited, Voyager Nominees Limited, Virign Aeronautics Limited, Virgin Airways Limited, Openride Limited, Public Eye Promotions Limited, Worldwide Travel of East Anglia Limited, Virglease (3) Limited, Check-in Holidays Limited, West Hill School Trust Limited, 2 Argyll Road Management Limited, Virgin Atlantic Foundation, VAL Trademark Five Limited, VAL Trademark Four Limited, VAL Trademark Three Limited, VAL Trademark two Limited

Interest in any U.S Carrier: None Interest in any other foreign carrier: Virgin Atlantic Interest in any persons engaged in the business of aeronautics: None


Full Name Conrad Frederick James Clifford - Executive Director (CEO)

Residential address: Flat 1, Roman Gardens, Louis Solomon Close Victoria Island Lagos Nigeria

Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos

Nationality British

Business Occupation: Chief Executive Officer, Virgin Nigeria

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Other Directorships: None





- 42 -


Full Name: Frederick Christopher SMYTH – Executive Director (CFO)

Residential address: House 33A Road 12, Victoria Garden City, Lekki-Epe Expressway, Lagos Nigeria

Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos

Nationality: South African Business Occupation: Chief Financial Officer, Virgin Nigeria

Other Directorships: None

Interest in any U.S Carrier: None Interest in any other foreign carrier: None



Full Name Steve Clarke - Executive Director (COO)

Residential address: Apartment C 16, Niger Towers, 51-55, Glover Road, Ikoyi-Lagos, Nigeria

Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos

Nationality: British Business Occupation: Chief Operating Officer, Virgin Nigeria Other Directorships: None



Interest in any persons engaged in the business of aeronautics: None Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None

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VNA-004

Officers and Key Management Personnel

Officers

Conrad CliffordResidential address: Flat 1, Roman Gardens, Louis Solomon Close Victoria Island

Lagos Nigeria Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos Citizenship: British Position: Chief Executive Officer, Virgin Nigeria

Conrad F. Clifford started his aviation career in 1981 at John Swire and Sons Hong Kong Ltd, Cathay Pacific Airways in a variety of trainee positions in various locations which included Seoul, Bangkok, Hong Kong, Port Moresby and Taipei. He then rose to handle a range of Managerial positions from 1986 to 1995. Conrad then moved to Virgin Atlantic Airways as the General Manager Commercial. He was the Crisis Commander for VAA after the event of the 9/11 world trade center handling the day to day management of all areas of the airline in the event of emergencies. During his 8 year stay in VAA he supported Richard Branson to negotiate their entry into Nigeria and was responsible for setting up their operations. He also set up South Africa and India for Virgin.

In 2002 he became the Commercial Director of Menzies Aviation Group Plc and rose to Director Asia, South Pacific and Africa. Under his watch he turned Hong Kong and Australia from significant loss makers in 2003 to profitability in 2004. He also set up franchise packages and over saw set ups for ground handling operations in Senegal, Equatorial Guinea and Niger. He became the Chief Executive Officer of Virgin Nigeria Airways Limited, December 2005.

Conrad holds an MA (Hons) from Cambridge and a Masters of Business Administration (MBA) MBA from Durham.

Larry AgoseResidential Address: Plot 7, Block 6, A Series, Lekki Peninsula, Lagos, NigeriaOffice Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island Lagos,

NigeriaCitizenship: NigerianPosition: Head of Public Affairs, Virgin Nigeria

Agose, a veteran public relations practitioner, spent 26 years managing the PR function of Nigerian Breweries PLC, the largest publicly quoted company on the Nigerian stock exchange.

A graduate of Mass Communication from the University of Lagos, Agose was a one-time Editor of Sunday Express, a title in the Express Group of Newspapers, Nigeria.

He joined Nigerian Breweries in 1979 as Media Relations Manager, following which he variously held the position of Public Relations Manager for the company’s Lagos, East and Midwest

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Regions between 1983 and 1994. He became the Public Relations Adviser in 1995 and was elevated to the position of Senior Manager/Executive Committee Member in 2000.

Larry is a Fellow of the Nigerian Institute of Public Relations and 1st National Vice President of the University of Lagos Alumni Association.

Adeola BaliResidential Address: 7A Grace Anjous Drive, Lekki Phase One, Lagos, NigeriaOffice Address: Ark Towers, 17 Ligali Ayorinde Street, Victoria Island Lagos,

NigeriaCitizenship: Nigerian Position: Head of Planning, Virgin Nigeria

Prior to joining the Management Team of Virgin Nigeria, Adeola spent 4 years at Oando Plc, a dynamic Nigerian conglomerate, where she was the Head, Human Capital Management.

During her time at Oando she was also Change Manager involved in the Change program following the transition of Oando from a Government to wholly private company and also for the change management aspects of the integration of two Companies following the merger of Agip Nigeria Plc and Unipetrol Nigeria Plc, two of the largest downstream oil marketing companies in Nigeria at the time. She previously spent 11 years with the Financial Services Authority UK and 6 years with Price Water House Coopers.

Adeola obtained her B.Sc in Business Economics and Accounting from the University of Southampton UK, and later qualified as a Chartered Accountant.

Victor BanjoResidential Address: Plot 7a Hakeem Olaogun Dickson Street, Lekki Phase One, Lagos,

Nigeria Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island Lagos, NigeriaCitizenship: Nigerian Position: Human Resources Director, Virgin Nigeria

Prior to joining the management of Virgin Nigeria, Victor spent 4 years with British American Tobacco (Nigeria) Group of Companies (BAT), one of the foremost multinationals in Nigeria, eventually becoming their Human Resource Director.

Victor is a Fellow, Institute of Chartered Trustees Nigeria; Associate Member of the Institute of Directors Nigeria; Member of the Nigerian Institute of Management and Member of the Director Development Committee of the Institute of Directors Nigeria (IoD).

He is a graduate of the Obafemi Awolowo University, Ile-Ife, from where he obtained a Bachelor of Arts degree in English Studies. He also holds a Postgraduate Diploma in Human Resource Management from the University of North London as well as a Postgraduate Certificate in

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Education focusing on Adult Learning from the University of Greenwich, both in the United Kingdom.

Steve ClarkeResidential address: Apartment C 16, Niger Towers, 51-55, Glover Road, Ikoyi-Lagos,

NigeriaOffice Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Citizenship: BritishPosition: Chief Operating Officer, Virgin Nigeria

Steve Clarke has a 37-year career as an engineer, starting off as a Trainee Engineer leading to a great deal of experience at middle and senior management levels.

Steve spent 14 years with Kenya Airways, 12 of which as Technical Director, and before which he was General Manager, Engineering. Before joining Virgin Nigeria he held the post of C.E.O. Royce Consulting Limited – Aviation & Management Consultants, Technical Director Kenya Airways Limited, C.E.O. Kenya Flamingo Airways (a subsidiary of Kenya Airways).

Prior to that Steve held various technical and management positions in British Airways and Rolls Royce.

He holds both a B.Tech and an MSC in Mechanical Engineering. He is also a Chartered Engineer, a member of Institute of Mechanical Engineers as well as a Member of the Royal Aeronautical Society

Graham KeddieResidential Address: Flat 6, Roman Gardens, Louis Solomon Close Victoria Island,

Lagos, Nigeria Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island, Lagos,

NigeriaCitizenship: British Position: Chief Commercial Officer, Virgin Nigeria

Graham has 17 years experience in the aviation sector having held senior positions in a number of airports and airlines, 12 years of which was spent with Cathay Pacific Airways in Asia.

Most recently, from 2001 until 2005, Graham was Managing Director, Regional Airports Division, Manchester Airport Group. Previously he held the position of Commercial Director at Air Partner PLC.

Prior to that Graham was a Member of House Staff at John Swire and Sons. During his time at The Swire Group, Graham held a wide variety of positions including Director and General Manager, Hong Kong Airport Services; Chief Operating Officer at Aircrew Ltd, Hong Kong and a number of positions at Cathay Pacific Airways including, Head of Customer Relations and Country Manager in both The Philippines and Indonesia.

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Graham qualified as a solicitor after graduating from the University of Aberdeen.

Dr Yemi OsinderoResidential Address: House 4, Plot 9; Block 8 Federal Govt. Layout Osborne Rd, Ikoyi,

NigeriaOffice Address: Ark Towers, 17 Ligali Ayorinde Street Victoria Island, Lagos,

NigeriaCitizenship: NigerianPosition: Head of Corporate Development, Virgin Nigeria

Dr Yemi Osindero is a co-founder of Virgin Nigeria and was one of the Interim Directors. Prior to that, he was with Virgin Management Limited, where he worked as an Investment Manager, responsible for strategy and new business development for various Virgin Group companies.

Before joining the Virgin Group his career was spent in investment banking with Goldman Sachs and Hawkpoint Partners, where he provided a broad range of strategic and financing advisory services to clients across Europe, working on transactions such as the privatization and initial public offering of Statoil, the sale of Amey Group plc and the acquisition of DFS plc. Prior to that, he worked as an Engineer with Mobil Producing Nigeria Unlimited.

Yemi holds a BEng in Chemical Engineering and a PhD in Improved Oil Recovery, both from Bath University.

Chris SmythResidential address: House 33A Road 12, Victoria Garden City, Lekki-Epe Expressway,

Lagos, Nigeria Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos,

Nigeria Citizenship: South AfricanPosition: Chief Financial Officer, Virgin Nigeria

Chris has 26 years of finance experience since qualifying as a registered Chartered Accountant in South Africa.

He served as Group Finance Director and a Member of the Board of Directors of Kenya Airways from 2001 to 2004, during which time the airline was turned around from a near-loss position to the most profitable airline within Africa and the 5th most profitable airline in the world.

He was also the Group Finance Director of National Airways Corporation and has held a variety of senior finance roles in several other industries, including telecoms, manufacturing, hospitality, printing and publishing.

Chris graduated with a Bachelors Degree in Commerce and a Postgraduate qualification in Accounting from the University of Natal in Durban, South Africa.

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Key Management Personnel

Adefunke AdeyemiResidential Address: 1, Idris Alooma Close, Off Kosoko Drive, University of Lagos,

Akoka Yaba, Lagos, Nigeria Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island, Lagos,

Nigeria Citizenship: NigerianPosition: Manager, Legal Services and Company Secretary

Prior to joining Virgin Nigeria, Adefunke was a Senior Associate with legal firm F.O. Akinrele & Co., one of the leading Nigerian law firms, where she gained experience in commercial, corporate and employment law.

Funke is a Fellow of the Cambridge Commonwealth Society, won the Cambridge Commonwealth Scholarship award 2000-2001 and was also awarded the Distinguished Student’s Award by the Law Society University of Lagos.

She was a member of the Review Committee of the Nigerian Maritime Lawyers Association on the Domestication of the Hamburg Rules into Nigerian Law in 2004 and a Member of the Legal Defense and Development Project (LEPAD).

She obtained her LL.B. in Law from the University of Lagos and was called to the Nigerian Bar in 1999. She went ahead to study International Commercial Law at the University of Cambridge, where she obtained a Masters of Law (LLM). She also has a diploma in Data Processing from the University of Lagos

Jimoh Akadiri Residential Address: 2 Alafia Street, Olambe Akute, Lagos, NigeriaOffice Address: Ark Towers, 17 Ligali Ayorinde Street Victoria Island, Lagos,

Nigeria Citizenship: Nigerian Position: Financial Controller

He was previously with Guinness, where he spent 6 years, eventually becoming Finance Controller of Guinness Nigeria Plc where he developed, or implemented a number of automated business processes / corporate governance initiatives including the Diageo global reporting system and Sarbanes-Oxley Corporate Compliance Framework in addition to being the tax manager for Guinness Nigeria for over four years. He moved from Guinness Nigeria into consulting as the managing director of Odusoft Consults (an Associate of Procept Associate, Canada) in the fourth quarter of 2004.

He started his career with UAC / Unilever Nigeria a well known Nigerian multinational, where he spent 5 years.

He is a Fellow of the Institute of Chartered Accountants of Nigeria, an Associate of the Chartered Taxation Institute and a member of the Project Management Institute of Nigeria.

Jimoh did a degree in management (majoring in accounting) from University of Calabar in 1984.

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Toyin Agoro Residential Address: Flat 2, Plot 7 Oba Idowu Oniru Street, Oniru Estate, Off Lekki

Expressway, Lagos, NigeriaOffice Address: Ark Towers, 2nd Floor, 17 Ligali Ayorinde Street Victoria Island,

Lagos, NigeriaCitizenship: Nigerian Position: Head of IT

Ms. Agoro has 15 years of IT management experience including 12 years in senior management positions. She is a seasoned manager with a proven track record in the successful development and implementation of IT and Telecoms strategies with a Masters in Business Administration and an MSc with Distinction in Information System Engineering.

Alastair Henry Residential Address: Flat 5, 5 Alshonny Highway, Sam Shonibare Estate, G.R.A. Ikeja,

Lagos, NigeriaOffice Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Citizenship: British Position: Quality Assurance Manager

Alastair is an Engineer with nearly 30 years’ experience.

Prior to joining Virgin Nigeria Airways, Alastair was with Virgin Atlantic where he held senior posts such as Certifying Engineer, Quality Assurance Engineer and Senior Airworthiness Surveyor. He started his career training with the Royal Navy and later obtained his City & Guilds Certificate in Aeronautical Engineering in 1981. After his certification of Competency to supervise Aircraft Maintenance, he became Technical Instructor with the British Aerospace for Airframes & Engines.

He holds technical qualifications for the Boeing 747-100/200 CRS & PW JT9D, Boeing 747-400 & CF6-80C2 CRS, the Rolls Royce RB211-524D4 CRS and Airbus A340 & CFM56-5C CRS.

Captain Jason HoltResidential Address: Flat 5, 5 Alshonny Highway, Sam Shonibare Estate, G.R.A. Ikeja,

Lagos, NigeriaOffice Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Citizenship: BritishPosition: Director, Flight Operations

Jason spent 11 years with Virgin Atlantic Airways, responsible for the operational troubleshooting of its network and fleet of Boeing and Airbus aircraft. He is now responsible to for the establishment of Virgin Nigeria’s operating Boeing aircraft on international and domestic routes.

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Prior to that he spent 13 years with the Royal Air Force as a pilot, Squadron Leader Flight Commander (principally Middle East and Gulf war), and advising the Government, Air Force Board members, and senior managers on operational strategic policy.

Jason holds a UK Airline Transport Pilot’s licence. Captain qualified on the A340, Shorts Sc7 100 Skyvan, VC10 C Mk 1, VC10 K Mk 2/3, BAe 1-11 500 Series, BAe 748. BAe Jetstream Mk1, Brittan Norman Turbine & Piston Islander, Hawk T Mk 1, Jaguar T Mk 2, Hunter T Mk 7, Jet Provost T Mk 5a, Bulldog T Mk 1, Cessna 206 and PA38. Royal Air Force Flying Scholarship.

Jason holds degrees in Law, Psychology, as well as an MBA from London Business School. Jason also trained at the formerly military Empire Test Pilots' School.

Michael IgbodipeResidential Address: Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Citizenship: NigerianPosition: Security Manager

Michael is an experienced commercial security professional. Prior to joining Virgin Nigeria, he served as the Head of Security for the first on-line National Sport Lottery and as regional security manager for MTN Nigeria, an International Telecommunications company.

Michael holds a B.SC in political science from Ogun State University and an LLB from the University of Science and Technology, Port Harcourt. He served 14 years as an Inelligence Officer in the State Security Service.

Captain Horace Miller-Jaja Residential Address: Plot 8 Block 4, Admiralty Road, Lekki Phase 1, Victoria Island,

Lagos, Nigeria Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Citizenship: NigerianPosition: Chief Pilot

Prior to joining Virgin Nigeria, Horace was Captain with Sosoliso Airlines of Nigeria. He has been a pilot with various Airlines such as Imani Aviation, Nigeria Airways, Air Foyle, Bellview Airlines, Okada Air, Ghana Airways and Pacific Airways in Vietnam.

Horace has 23 years of piloting experience. He trained as a Pilot at the Oxford Air Training School Kidlington UK and has over 10,000 total jet flying hours (including 6,500 hours of command time).

He holds various licenses including Nigeria NCAA ATPL 3294, Uganda ATPL, TA830, US FAA ATR2456779, UKCAA ATPL AT/204814l/A, JAR ATPL AT/204814L/A, Seychelles DCA ATP223 and Ghana CAA ATPL 477. Over the years his piloting experience extended to numerous aircraft types including MD 81, DC9-31/32/51, A300-600R, BAC1-11, Bae 146-200/300, B737-200 and Dassault Falcon 20.

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Colin SymesResidential Address: Flat 2, 26 Cameron Road, Ikoyi, Lagos, Nigeria Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos

Nigeria Citizenship: British Position: Engineering Director

Colin was previously with Virgin Atlantic where he spent 16 years acquiring a wealth of experience across different engineering functions and holding various technical and management positions with Virgin Atlantic at various airports in Europe and the USA.

He has a 23-year engineering career, starting as an apprentice Engineer with British Airways where he spent 7 years, eventually moving to Heavy Maintenance.

He holds approvals for Boeing B747-100/200/400 JT9/RB211/CF6, Airbus A340-200/300 CFM56 and Airbus A320-200 V2500/CFM56.

He has a B Tech Diploma in Aerospace Studies and an MBA from the University of Sussex.

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VNA-005Operating Authority Issued by

the Nigerian Civil Aviation Authority

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VNA-006

Aircraft Fleet

ACMI Leases

Aircraft TypeRegistration Number

Country of Registry

Date of Delivery Lessor Details

1. Airbus A320-200

LZ-BHD Bulgaria May 2005 Head Lessor – GECAS; Airplanes 320 Funding Limited, c/o GE Commercial Aviation Services Limited, Aviation House, Shannon, County Clare, Ireland; Citizenship: United States

ACMI Lessor - BH Air, Dostoyevski Street 6, Ent 1, Apt 5, Sofia 1000, Bulgaria; Citizenship: Bulgarian

2. Airbus A320-200

LZ-BHB Bulgaria June 2005 Head Lessor – GECAS; Airplanes 320 Funding Limited, c/o GE Commercial Aviation Services Limited, Aviation House, Shannon, County Clare, Ireland; Citizenship: United States

ACMI Lessor - BH Air, Dostoyevski Street 6, Ent 1, Apt 5, Sofia 1000, Bulgaria; Citizenship: Bulgarian

3. Airbus A340-311

G-VBUS United Kingdom

June 2005 Head Lessor – AIFS 1 Leasing Limited

ACMI Lessor - Virgin Atlantic Limited, 120 Campden Hill Road, London W8 7ARCitizenship: UK/Singapore

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Dry Leases


Country of Registry


4. Boeing 737-300

5N-VNA Nigeria* Sept 2005 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

5. Boeing 737-300

5N-VNB Nigeria* Jan 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

6. Boeing 737-300

5N-VNC Nigeria* Feb 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

7. Boeing 737-300

5N-VND Nigeria* June 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

8. Boeing 737-300

5N-VNE Nigeria* Sept 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

9. Boeing 737-300

5N-VNF Nigeria* Oct 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

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Country of Registry


10. Boeing 737-300

5N-VNG Nigeria* Nov 2006 GECAS, Aircraft Finance Trust, c/o GE Commercial Aviation Services Limited, c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1605Citizenship: United States

11. Airbus A340-311

G-SUN United Kingdom

December 2005

Virgin Atlantic Limited, 120 Campden Hill Road, London W8 7ARCitizenship: UK/Singapore

* When delivered into country.

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VNA-007

Additional Details Concerning Leasing Arrangements

ACMI-lease agreement with BH Air for 2 Airbus A320-200

Virgin Nigeria Airways is currently leasing, on an ACMI basis, from BH Air, two Airbus A320-200 aircraft. During the lease period, BH Air is responsible for the technical operation of the aircraft and the safe performance of flights. It therefore retains operational control and possession of the aircraft. BH Air also ensures that the aircraft are operated at all times in accordance with the provisions of each of Virgin Nigeria’s operational licenses, the requirements of the Aviation Authorities of Nigeria and Bulgaria, GE Commercial Aviation Services (Head Lessor), all applicable laws and standards of BH Air as set out in its flight operations manual.

As soon as they complete their training, Nigerian cabin crew employed by Virgin Nigeria have replaced the BH Air cabin crew except for the purser role, which is a BCAA safety requirement. BH Air also conducts cabin crew training, and training for Virgin Nigeria’s ground operations staff to utilize BH Air’s operations systems. These staff are then qualified to operate BH Air’s equipment with, and eventually, without on-board supervision from BH Air. Virgin Nigeria is already well advanced in securing its own crew and maintenance capabilities in order to transfer wet leases to in-house operations (“dry leases”).

BH Air is also responsible for providing maintenance and insurance for the aircraft.

ACMI-lease agreement with Virgin Atlantic Airways for Airbus A340-311

Virgin Nigeria Airways is currently leasing, on an ACMI basis, from Virgin Atlantic Airways, an A340-311 aircraft. During the lease period, Virgin Atlantic is responsible for the technical operation of the aircraft and the safe performance of flights. It therefore retains operational control and possession of the aircraft. Virgin Atlantic also ensures that the aircraft are operated at all times in accordance with the provisions of each of Virgin Atlantic’s operational licenses, the requirements of the Aviation Authorities of Nigeria and the United Kingdom, all applicable standards and practices of Virgin Atlantic as set out in its flight operations manual.

During the term of the lease, Virgin Atlantic provides its own employees and bears the cost of a sufficient number of qualified and licensed aircraft type-rated flight crew and cabin crew for the operation of the aircraft and the flights. For each flight, Virgin Atlantic provides flight crew and cabin crew which consist of one captain and one first officer and a minimum of 12 cabin crew.

Virgin Atlantic is also responsible for ensuring that the aircraft is airworthy, serviceable and equipped for commercial airline operations with all systems functioning in accordance with their intended use and in good operating condition and has a valid and current certificate of airworthiness from the UK CAA and any other licenses, certificates and consents required from the aviation authorities in relation to the mechanical operation of the aircraft and has onboard

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the official documents for the operation of the aircraft and the carriage of passengers, baggage, cargo and mail on the flights.

Virgin Atlantic is responsible for ensuring that the aircraft is maintained, overhauled, repaired, and operated and any parts replaced as necessary without undue delay and in accordance with the requirements of the UK CAA, NCAA, any other relevant aviation authorities and with Virgin Atlantic’s approved maintenance program;

Furthermore, Virgin Atlantic shall, at its own cost and expense, maintain in full force and effect during the lease a policy of Comprehensive Airline Liability Insurance (Aircraft Third Party Liability Insurance and General Third Party Liability Insurance), excluding passenger, baggage, cargo and mail liability, for a combined single limit of no less than $1 billion any one accident or series of accidents arising out of one event (including to the extent available War and Allied Perils as detailed in the War, Hijacking and Other Perils Exclusion clause AVN48B or any modification or substitution thereof for the time being in force). Virgin Atlantic is also responsible for Hull Risk insurance for loss or damage to the aircraft.

The aircraft intended for service to the U.S. will be on an ACMI lease from Virgin Atlantic and therefore will be maintained by Virgin Atlantic in the U.S. The maintenance program for the aircraft will be approved by the United Kingdom’s CAA encompassing scheduled maintenance and on-condition maintenance of the airframe, engine and parts.

The Federal Government of Nigeria is a contracting State to the Convention on International Civil Aviation.

Virgin Nigeria has an ACMI lease agreement with Virgin Atlantic which affects its proposed service to the U.S. This agreement is described earlier. In addition, on September 1, 2004, the Nigerian government selected Virgin Atlantic as the technical partner for Virgin Nigeria following months of audits and due diligence by technical advisors hired by the Ministry of Aviation. The resulting shareholder, brand and technical services agreements give the technical partner the ability to recommend certain key officers to the Board and to audit the airline to ensure its safety. This is necessary because some required skills are not currently available in Nigeria. High quality non-Nigerians have been recommended and hired for the positions of Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer. This will help facilitate safe aviation practices. The non-Nigerians are explicitly required to seek a Nigerian to replace them as part of succession planning and the Human Resources Department will hold each of them accountable for this as part of their annual performance review process. The 51:49 equity structure was designed to ensure that the technical partner has a financial stake in the resulting flag carrier and will remain committed to ensure that the highest level of technical expertise and safety is provided to Virgin Nigeria.

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VNA-008

Financial Statements

Profit and Loss AccountFor the period 7 January 2004 to 28 February 2005

2005 $’000

TURNOVER -

Direct cost -

GROSS PROFIT -

Operating expenses (5,670)

Taxation -

LOSS FOR THE YEAR AND ACCUMULATED DEFICIT, end of period (5,670)

Loss per share $ (1.13)

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Balance SheetAt 28 February 2005

2005 $’000

FIXED ASSETS 412

CURRENT ASSETSAccounts receivable 37Prepayments and other receivables 492

529

CREDITORS: Amounts falling duewithin one year (6,574)

NET CURRENT LIABILITIES (6,045)

NET LIABILITIES (5,633)

CAPITAL AND RESERVESShare capital 37Accumulated loss (5,670)

SHAREHOLDERS’ DEFICIT (5,633)

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Statement of Cash FlowsFor the period 7 January 2004 to 28 February 2005

2005 $’000

CASH FLOWS FROM OPERATING ACTIVITIESOperating loss before working capital changes (5,670)Working capital changes 6,045

Net cash outflow from operating activities 375

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets (412)

CASH FLOWS FROM FINANCING ACTIVITIESIssue of share capital 37

Net cash inflow from financing activities 37

NET INCREASE IN CASH AT BANK AND IN HAND,

DURING THE PERIOD -

CASH AT BANK AND IN HAND, beginning of period -

CASH AND CASH EQUIVALENTS, end of period -

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Statement of Chief Financial Officer regarding 2004/5 Financials.

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VNA-009 Traffic Forecasts

Route P&L - Lagos to New York

Operational Plan - Virgin Nigeria

Route: LOS-NYC Segment: Long-haul Year 1 Year 1 Year 2

Opstats: Unit

Sector length km - 8,444 8,444

Aircraft km km

(000) 0 5,725 6,181

# rotations # 0 339 366

Operated by - 0 0 0

Flight hours Fhr 0 7,196 7,769 Domestic & Short-haul int'l Fhr 0 0 0 Long-haul Fhr 0 7,196 7,769

Block hours Bhr 0 7,366 7,952 Domestic & Short-haul int'l Bhr 0 0 0 Long-haul Bhr 0 7,366 7,952

Available seats # 0 172,890186,66

0 Domestic & Short-haul int'l # 0 0 0

Long-haul # 0 172,890186,66

0

ASK #

('000) 01,459,88

31,576,1

57 Domestic & Short-haul int'l

# ('000) 0 0 0

Long-haul#

('000) 01,459,88

31,576,1

57

Revenue passengers # 0 124,527141,72

4

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Pax per segment

RPK #

('000) 01,051,50

31,196,7

17

pax load factor % - 72% 76%

Cargo uplifted kg

(000) 0 1,408 1,830

Route P&L:

Passenger fare revenue $k 0 98,330111,75

9

Other passenger revenue $k 0 3,736 4,252

Cargo revenue $k 0 2,534 3,294

Total revenue $k 0 104,599119,30

5

Cargo CoS $k 0 (507) (659)

Per pax costs $k 0 (10,327)(11,748

) Distribution $k 0 (4,121) (4,684) Catering $k 0 (3,321) (3,779) On-board product $k 0 (674) (767) Passenger handling $k 0 (1,813) (2,064) Passenger fees and Insurance $k 0 (398) (454)

Per flight hr costs $k 0 (60,042)(64,954

)

Fuel $k 0 (36,749)(39,676

)

Maintenance costs $k 0 (9,507)(10,388

) Crew costs $k 0 (3,942) (4,091)

FD $k 0 0 0 CC $k 0 0 0

ACMI $k 0 (9,843)(10,798

)

Per sector / rotation costs: $k 0 (11,149)

(12,037)

Landing charges $k 0 (2,275) (2,456)

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Navigation charges $k 0 (3,690) (3,983) Aircraft handling charges $k 0 (2,927) (3,160) Crew HOTAC & Allowances $k 0 (902) (974) Other rotation costs $k 0 (1,356) (1,464)

Aircraft costs $k 0 (7,339) (8,392)

AOC sm $k 0 0 0 AOC lg $k 0 (7,339) (8,392)

Total Route costs $k 0 (89,364)(97,789

)

Route operating profit $k 0 15,235 21,516 Route operating Margin - 15% 18%

Metrics:

Average fare $/pax - 790 789

Load factor % - 72% 76%

Pax R/ASK $c - 7.0 7.4

Pax R/RPK $c - 9.7 9.7

Pax C/ASK $c - 5.9 6.0

ROP b/e load factor % - 61% 61%

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VNA-010

Designation

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