# L AW 

# O FFICE OF 

# J OHN 

# M IETUS

, LLC

6701 D EMOCRACY 

### B OULEVARD



### , S UITE 

### 300

B ETHESDA



### , MD 20817

- 7500

J OHN R. M IETUS

, J R

. (202) 747

- 5212 (240) 396

- 5362 fax john@mietuslaw.com



### January 21 , 2010

Scott Faulk Transportation Industry Analyst

Air Carrier Fitness Division U.S. Department of Transportation 1200 New Jersey Avenue, SE Washington, DC 20590

Re: Dockets OST- 2009

- 0267 and OST

- 2009

- 0268 Applications of Atlas Air, Inc. (“Atlas”)

Dear Mr. Faulk:

By letter dated January 13, 2010, the Department identified additional and/or clarifying information required to complete the processing of Atlas ’ applications for interstate and foreign charter air transportation of persons, property, and mail in the above

- captioned applications. This letter, organized to mirror the requests included in that letter, responds to those requests and notifies the Depar tment , pursuant to 14 C.F.R. § 204.5, that a new 10% shareholder of Atlas

Air Worldwide Holdings , Inc. (“AAWW”) recently identified itself in a Securities and Exchange Commission filing, as further discussed below.

General Information

1. Atlas has no cu rrent, firm plans to operate domestic U.S. passenger charter

service.

2. Copies of the current Atlas Articles of Incorporation dated March 13, 1995 and By

- laws as amended February 2001 are attached.

### Scott Faulk

Dockets OST- 2009

- 0267/0268 January 21, 2010 Page 2

3- 4. The Department notes that 49 U.S.C. § 41113 and 14 CFR Part 243 require the filing of a plan to address the needs of families of passengers and other victims after

an accident and a statement summarizing how Atlas will collect U.S. citizen passenger contact information, respectively. Atlas’ most recen t family assistance plan is already filed in Docket DOT -OST- 1996

- 1960, and it intends both to update that plan to reflect the introduction of passenger service and to file its Part 243 statement shortly in Docket DOT -OST- 1998

- 3305. Atlas understands that the Department will continue processing its application even while Atlas completes these supplemental filings.

Management and Key Technical Personnel

1. A revised resume for Michael Citrano, Director of Operations, is attached.

2. Resumes for Atlas e xecutives William J. Flynn, John W. Dietrich, and Jason

Grant are attached.

3. The following table restates the identity and citizenship of the Atlas directors listed in the application; resumes for each are attached.

Citizenship Eugene I. Davis USA Robert F. Agnew USA Timothy J. Bernlohr USA

James S. Gilmore III USA

Carol B. Hallett USA

Frederick McCorkle USA William J. Flynn USA

### Scott Faulk

Dockets OST- 2009

- 0267/0268 January 21, 2010 Page 3

4. The following table restates the identity, title, and citizenship of Atlas key personnel listed in the application.

Citizenship Title William J. Flynn USA

John W. Dietrich USA EVP and Chief Operating Officer

Jason Grant Canada SVP and Chief Financial Officer

Adam Kokas USA SVP, General Counsel, Chief Human Resources Officer, and Secretary

Michael Steen Sweden SVP and Chief Marketing Officer

Richard N. Barnes Great

Britain VP, Information Technology

Edward J. McGarvey USA VP & Treasurer Spencer Schwartz USA VP & Controller Jeffrey Carlson USA VP, Flight Operations

Lawrence B. Gibbons USA VP , Procurement Greg Guillaume USA VP , Financial Planning and Analysis

Ken Johnson USA VP, Charter Sales and Marketing

Thomas Kane USA VP , Defense & Government Programs William Kelley USA VP, Safety and Regulatory Compliance

Graham Perkins Canada VP

, Sales and Marketing, Asia

– Pacific

Kevin Sarubbe USA VP, System Operations Mark S. Swearingin USA VP, Technical Operations Gary Wade USA VP, Security

John Aliberti USA Director of Safety

Michael Citrano USA Director of Operations

Lew Allen USA Chief Pilot

Charles Souza USA Director of Maintenance Michael Sharbaugh USA Chief Inspector

Financial Position

1. Substantially all funds deposited in the name of Atlas and its parent, AAWW,

are maintained in checking and investment accounts managed by JP Morgan Chase, which has provided third

- party verification of those amounts in the attached

letter.

2. Atlas does not intend to draw on any lines -of- credit to support the operations it has propo sed in the applications, and no lines -of- credit exist that could be drawn to provide such support.

### Scott Faulk

Dockets OST- 2009

- 0267/0268 January 21, 2010 Page 4

Recent SEC Form 14 G Filing by BlackRock Inc.

On January 8, 2010, BlackRock, Inc. (“BlackRock” )

, one of the largest publicly

traded investment management firms in the United States, filed a Form 13G (acquisition of securities in the ordinary course of business) with the SEC . That filing indicates that BlackRock and its affiliates together own 2,775,996 shares of

AAWW

, or 10.8% of the outstanding voting stock . ( As a result of completing a public offering of 4.6 million shares in November 2009, AAWW now has approximately 25.7 million shares outstanding.) According to the filing, only one Bla ckRock entity, BlackRock Advisors LLC, owns 5% or more of the stock of AAWW.

Other than Bla ckRock, the only other entity known to own 5% or more of the shares of AAWW is Oppenheimer Funds, Inc., which reported owning 2,065,967 shares in

Amendment No. 1 to Schedule 13G filed with the SEC on January 24, 2009. That reported holding represents 8.0% of the outstanding shares of AAWW.

Conclusion

Atlas is moving swiftly toward Federal Aviation Administration approval of its passenger operations

– in late Mar ch or early April 2010

– and respectfully requests that the Department proceed to issue Atlas foreign charter authority so that Atlas may begin passenger operations immediately upon final FAA approval.

Respectfully submitted,

John R. M ietus, Jr. Counsel for Atlas Air, Inc.

cc: Docket OST- 2009

- 0267
Docket OST- 2009

- 0268 Allen Taylor, FAA Principal Operations Inspector

Attachment s : Articles of Incorporation By

- Laws Ten (10) resumes Letter from JP Morgan Chase

Verification

### MICHAEL A. CITRANO, JR.

Civilian Aviation Experience and Employment History



## May 1993 - present

Atlas Air, Inc. 2000 Westchester Avenue, Purchase, New York 10577

**•** Certificated all cargo air carrier

**•** Presently the Senior Director, Flight Operations. Held various previous positions to include Line Captain, B747 , Simulator and Aircraft Check Airman.

**•** Responsibilities include operational control over the carrier’s flight operations to ensure safe and regulatory compliance.

April – May 1993

Southern Air Trans port, Miami, Florida

**•** Certificated all cargo air carrier

**•** Served as a Line Check Airman /Pilot , B747

- 200

.

May 1991 – January 1993

Evergreen International Airlines , 3850 Three Mile Lane, McMinnville, Oregon 97128

**•** Certificated all cargo air carrier.

**•** Served as Line Captain /Pilot

.

April 1967 – January 1991

Eastern Airlines, Miami International Airport, Miami Florida

**•** Positions held included B727 PIC/FO/SO, Line Check Airman and Standards Manager, DC9 PIC/FO, A300 FO, L188 FO

.

**•** Responsibilities included conducting Initial Operating Experience for Captains and First Officers. Line Checks, B727 engine inoperative ferry flights, local acceptance and maintenance ferry flights.

March 1964 – March 1967

United States Army :

**•** Attended Signal Officer Course, Fort Gordon, GA. After US Army Flight School, assigned to 118 th 

### Aviation Company, Bien Hoa, RVN as Helicopter Pilot.

**•** Assigned as Instructor pilot at Fort Benning, GA. Responsible for transitioning pilots to UH

- 1 helicopter.

**•** Concluded tenure of service as temporary aide to Brigadier General JJ Tolson. CG/Fort Benning, GA.

## FAA rati ngs and experience :

Airline Transport Pilot

– B747, B747

- 400, B727, DC9,
Aircraft Check Airman/Simulator Check Airman Airplane Multi

- Engine Land Commercial Privileges Airplane Singl e Engine Land
Rotor Craft – Helicopter Flight Engineer – Turbojet Powered FCC Restricted Radio Telephone Operator Permit
First Class FAA Medical Certificate. 16000+ hours total flying experience

Education

September 1959 - August 1963

.

Seton Hall Uni versity , South Orange, New Jersey

**•** BA

, Political Science.

**•** While enrolled in Seton Hall University, enrolled in ROTC. Selected for flight training program.

**•** Commissioned 2 Lt., US Army upon Graduation

Fall 1963

- Spring 1964

.

St. John’s Law School

, Brook lyn

, NY.

### William J. Flynn

Resume

Experience:

June 2005- Atlas Air W orldwide Holding Purchase, NY

Present President and Chief Executive Officer

August 2002- GeoLogistics Corporation Santa Ana, CA May 2005 President and Chief Executive Officer

April 2000- CSX Transportation Jacksonville, FL July 2002 Senior Vice President, Merchandise Group

January 2000- CSX Corporation Richmond, VA

March 2000 Senior Vice President, Strategic Planning

April 1977- Sea

- Land Service

December 1999 Vice President

, Asia (Jan 1999-Dec 1999) Hong Kong, PRC

Vice President, China (Jul 1997-Dec 1998) Hong Kong, PRC

Vice President, Japan ( Jul 1996-Jun1997) Tokyo, Japan

Vice President, Global Accounts ( Oct 1991-Jun 1996) Charlotte, NC

Vice Pres ident, Marketing Americas ( Apr 1990-Sep 1991) Ft. Lauderdale, FL

General Manager, Puerto Rico ( Apr 1987-Mar 1990) San Juan, PR

General Manager, Central America (Jul 1983-Mar 1987) Guatemala City, GU

Manger Marketing, Americas ( Jul 1980-Jun 1983) Ft. Lauderdale, FL

Manager Marketing, Caribbean ( Jul 1978-Jun 1980) Ft. Lauderdale, FL

Sales Representative ( Apr 1977-Jun 1978) New York, NY

### Education:

1976 University of Arizona, Tucson AZ

M.A. Latin American Studies

1975 University of Rhode Island, Kingston RI

B.A Latin American Studies summa cum laude

## John W. Dietrich

PROFESSIONAL EXPERIENCE:

Atlas Air Worldwide Holdings, Inc. (1999 – present)

Executive Vice President & Chief Operating Officer (September 2006

– present)

Senior Vice President, General Counsel & Chief Human Resources Officer (2003 – September 2006 )

Assistant General Counsel (1999 -2003)



### Serve as Executive Vice President & Chief Operating Officer for $1.5 billion public company consisting of two operating airline subsidiaries, Atlas Air, Inc. (“Atlas”) and Polar Air Cargo,

Inc. (“Polar”) . Together, Atlas and Polar operate the world’s largest fleet of B747 freighter aircraft. The fleet consist of twenty (20) B747-400 aircraft and seventeen (17) B747-200 aircraft, with firm orders for (12) B747

- 8 aircraft.

Responsible for overs eeing all global operations of both Atlas and Polar airlines, including Flight Operations, Maintenance & Technical Operations

, Ground Operations & Compliance & Safety. Also have oversight responsibilities of Human Resources, including Labor Relations.

Previously served as Senior Vice President, General Counsel & Chief Human Resources Officer. In that role, r esponsibilities include d providing legal and human resources counsel to all levels of the Company including the CEO and Board of Directors. Ma nage d all Legal and Human Resources functions for the holding company and all its subsidiaries.

Serve as a m ember of the Company’s union negotiating committee which has resulted in (i) the Company’s first collective bargaining agreement with ALPA for it s Atlas crew members , and (ii)

the successful settlement of the ALPA negotiations with our Polar crew members following a 10 day work stoppage in October 2005. Currently involved in the Company’s effort to merge the two crew workforces into a single collective bargaining agreement to serve both certificates

.

A ccomplishments include:

 Helped return the Company to profitability (aggregate pre -tax income of $217 million in 2005 & 2006) following a successful pre-negotiated Chapter 11 restructuring in 2004. The Company emerged from bankruptcy after only six months. Responsible for managing all legal and human

resources initiatives before, during and after the Company’s emergence from Chapter 11, including all litigation, employee retention, labor and com munication initiatives.

 Actively participate d at all “pre” and “post” bankruptcy meetings of the Board of Directors, Audit Committee, Nominating & Governance Committee, and Compensation Committee.

 Provided legal and business advice in all significant transactions, joint ventures and mergers and acquisitions.

 Was intimately involved in the structuring and establishment of a start-up airline in the United Kingdom, including all labor and regulatory issues. Also actively participate in a range of othe r strategic and busi ness development negotiations and transactions.

### 2  Responsible for preparation or oversight of all Company communications, press releases and public filings, including 10K’s, 10Q’s and 8K’s.

 Authored the Company’s Code of Conduct and Employee Handbook and served as the Company’s Corporate Compliance Officer. Promote corporate policies and programs governing all aspects of the business ranging from anti -trust and insider trading to harassment and

discrimination.

 Responsible for hirin g and proactively managing outside counsel to achieve optimal results on a

cost effective basis.

 Successfully negotiated and drafted numerous complex commercial agreements and aircraft leases with companies all over the world.

 Prior positions with t he Company:



### United Air Lines, Inc. (1986-1999)

Litigation Attorney (June 1992 – April 1999)



### Managed a wide range of legal matters, with a primary responsibilities in labor and employment and commercial litigation. Significant focus on preventative counseling to minimize legal exposure in all aspects of the business. Primarily responsible for establishing the Company’s Litigation Management System and Outside Counsel Management Program. Trial experience

included several state and federal court tr ial s and extensive motion practice.

Paralegal (1986 -1992)



### EDUCATION: The John Marshall Law School, Chicago, Illinois
Cum Laude, June 1992 (Top 5%)

The John Marshall Law Review

Southern Illinois University, Carbondale, Illinois

Bachelor of Scienc e (1986)

BAR

ADMISSIONS Admitted in New York, Illinois and Colorado

HONORS & Member : Air Transport Association Senior Advisory Committee

AFFILIATIONS Board Member: Global Supply Systems, plc Board Member: Polar Air Cargo Worldwide, Inc.

Board Memb er: AACT, Incheon Korea

John Marshall Law Review

- Staff Member. Scholarship Awards – Illinois Northwest Suburban Bar Association. Scholarship Award - The John Marshall Law School.

Chairman National Air Carrier Association

References Available Upon Request

# JASON GRANT

Experience

2002

- Present Atlas Air Worldwide Holdings (NASDAQ : AAWW) , Purchase, New York

2007

- Present Senior Vice President and Chief Financial Officer

**•** Manage a group of 130 professionals in the US, Asia and Europe responsible for accoun ting, treasury, tax, FP&A, business development, investor relations, internal audit, and information technology functions for a publicly traded global freight airline with revenues of $1. 0 billion
 Responsible for all SEC financial reporting and compliance, SOX compliance, and tax reporting and compliance in jurisdictions around the world

**•** Responsibilities and s ignificant accomplishments include:
 Raised $375 million in secured debt in two separate transactions in 2008 to finance growth and optimize cost of ca pital in a challenging credit environment
 Led a successful “re

- IPO” of the Company to raise over $115 million in equity in 4 Q 2009
 Successfully broadened sell

- si de research coverage from 2 to 11 covering analysts since the fourth quarter of 2007 through fo cused outreach and communication
 Recruited executives into key roles including VP Controller, VP Treasurer, IT and Internal Audit to improve bench strength and develop succession planning
 Upgraded the finance and IT organizations and simultaneously reduced total operating expenditures for these groups by 20% from 2006 to 2008
 Managed suc cessful IT implementations including key general ledger and inventory systems

2007 Senior Vice President Business Development & Network Planning

**•** Responsible for business development, fleet planning and strategic pla nning activities

**•** Developed and implemented strategic growth opportunities with responsibilities that spanned a range from sourcing to implementation
 Sourced, negotiated and launched a $75 million+ contract opp ortunity with DHL to provide

trans

- pacific airfreight operating services
 Sourced and negotiated the acqui sition of two 747 freighter aircraft ($160 million+ value) for the purposes of serving growth opportunities developed with DHL
 Negotiated and implemented management services agreements between Atlas and DHL exceeding $100 million in present value to Atlas

**•** Structured and implemented a start

- up aircraft leasing subsidiary in Ireland , Titan Aviation Leasing
 Managed start

- up activities including tax structuring
 Sourced and negotiated the subsidiary’s first customer aircraft lease contracts
 Member of the Board of Directors

2006

- 2007 Vice President, Continuous Improvement

**•** Officer position reporting to the CEO managing a team of six

- sigma black

- belts and pr oject managers responsible for cross functional cost and service level improvement

**•** Initiated and oversaw a company

- wide “Continuous Improvement” initiative that successfully saved the company over $100 million in annual operating costs on an addressable cost base of approximately $800 million between 2005 and 2008
 Responsible for both opportunity identification and implementation on a cross departmental,

company

- wide basis
 The savings achieved through this program were the primary contri butor to Atlas’ abil ity to

grow profit margins on reduced revenues between 2005 and 2008

# JASON GRANT (continued)

2004

- 2006 Vice President, Financial Planning & Analysis

2003

- 2004 Senior Director, Financial Planning & Analysis

2002

- 2003 Director, Corporate Finance

**•** R esponsible for budgeting, forecasting, financial analysis, strategic planning, financial reporting
and cost control for two international airlines with total revenues in excess of $1.5 billion

**•** Played a central role in the successful restructuring of $2.0 billion in debt and leases and emergence from bankruptcy of the airline by developing the restructuring plan and achievin g buy

in from creditor groups. The restructuring improved earnings by $225 million from 2003 to 2005

**•** Subs equent to the restructuring, l e d the strategic planning efforts that re

- defined the corporate strategy and transformed the business to a core leasing/outsourcing model

**•** Developed t he strategic rationale, the financial modeling, and valuation for the sale of a 49%

interest in the Polar Air subsidiary to DHL for $150 million
 The transaction transformed the company and has improve d annual earnings by over $40 million beginning in 2009

**•** Established a discipline of profitability analysis as the basis for aircraft asset allocation and product prici ng decisions within the company, leading to improved operating profits
 Restructured A tlas’ scheduled service network, driving $60 million of contribution in 2005

**•** Managed the development and implementation of COGNOS enterprise planning tools to

stream line and improve company

- wide planning and financial reporting

2000

- 2001 American Airlines (NYSE: AMR), Fort Worth, Texas Manager, Financial Analysis

**•** Managed a group responsible for financial planning and analytical support for senior management

**•** Sup ported the integration of finance functions as part of the acquisition and integration of TWA

1997

- 1999 Canadian Airlines International , Calgary, Alberta

1999 Director, Pension Investments

**•** Responsible for the management of one of the largest pension funds in Western Canada with over $2.0 billion in pension assets
 R epresented the company to third parties including labor unions and federal regulators

**•** Managed asset allocations to optimize the risk / return of the investment portfolio in order to meet expected pension liabilities

1997

- 1998 Manager, Financial Planning & Analysis

**•** Responsible for the coordination and preparation of Canadian’s $3.0 billion annual operating budget as well as monthly close reporting and variance analysis against plan

**•** Pre pared the prospectus, rating agency and road show presentation s for Canadian’s $150 million US high yield debt IPO and subsequent $100 million offering



## Education

1995

- 1997 Simon Fraser University , Burnaby, British Columbia

**•** Masters of Business Administr ation

1991

- 1995 Wilfrid Laurier University , Waterloo, Ontario

**•** Honors Bachelor of Business Administration

– Dean’s ListPIRINATE Consulting Group, LLC

PIRINATE Consulting Group, LLC is a privately

- held consulting firm specializing in turn

- around management, liquidation and sale management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests a nd strategic planning advisory services for public and private business entities. Representative clients include companies, partnerships, boards of directors, banks, bondholders, trade creditors, private equity sponsors, venture capital sponsors, law firms and investment banks.

Typically, PIRINATE offers the services of its founder and Chairman, Eugene Davis (see attached Resume) in the capacity of In terim Chairman of the Board, Interim Chief Executive Officer, Chief Restructuring Officer, board member, ad visor to the board, advisor to the senior lenders, advisor to bondholders and / or trade creditors and / or advisor to management. Most assignments are designed to be one

person projects with Mr. Davis providing management and / or advisory services directly in conjunction with the entity’s existing staff. In situations that require additional temporary or permanent staffing, PIRINATE engages the services of members of its network o f Affiliates. Affiliates are all professionals that have worked with Mr. Dav is directly and have from five (5) to thirty (30) years of experience in their specific area of expertise. These areas include, without limitation:

**♦** Financial Management

**♦** Comptroller Functions (Corporate & Plant

- Level)

**♦** Treasury Functions

**♦** Information Systems Development, Management and Implementation

**♦** AR/AP Management

**♦** Strategic Planning and Modeling

**♦** Operations Management

**♦** Plant Management and Manufacturing Process

**♦** Virtual Manufacturing Management

**♦** Supply Chain Purchasing Management

**♦** Research and Development (Inc luding Classified and Military Applications) **♦** Logistics Management

**♦** Customer Service

**♦** Sales and Marketing

**♦** Warranty Service Management

**♦** Intellectual Property Management (Including Licensing, Trademark, Copyright, and Technology and Process)

**♦** Management of Tradin g Operations (Including Hedging Strategies)

**♦** Management of International Operations and Logistics and Sourcing

**♦** Joint

- Venture Negotiation, Implementation and Management

**♦** Capital Formation, Mergers and Borrowing Arrangements

**♦** Legal Advisory

Engagements are ty pically negotiated with clients to provide for an acceptable level of staffing and time commitment with a fixed flat monthly fee, however agreed changes in staffing levels over the course of an assignment may cause the monthly fee to fluctuat e. In

addition , where appropriate, other payment arrangements may be negotiated.

A copy of Mr. Davis’ Resume and a list of representative assignments are attached. Resumes and other information with respect to Affiliates are typically provided during the engagement neg otiation process.2 

# Eugene I. Davis

Experience

1999

- Present Pirinate Consulting Group, L.L.C. Livingston, NJ

Chairman & Chief Executive Officer
Pirinate Consulting Group, L.L.C. is a privately

- held consulting firm specializing in crisis and turn

- around management, liquidation and sales management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests, and strategic planning advisory services for public and private business entities.

Industries Served include Te lecommunications, e

- Commerce, Media, Energy, Mining, Financial Services, High Technology, Manufacturing, Automotive, Bio

- Technology, Healthcare, Transportation, Distribution, Hospitality,

Consumer Products and Retail.

Current Board Memberships (Publicly -T raded and Selected Private Companies):

Chairman, Atlas Air Worldwide Holdings, Inc. Chairman, Haights Cross Communications, Inc. Chairman, SeraCare Life Sciences, Inc.

Ambassadors International Inc.

American Commercial Lines Bally Total Fitness

BHM Techno logies, Inc. Cadence Innovation, LLC R.H. Donnelley, Inc. General Insulation Co., Inc. Knology, Inc. The Manischewitz Company Nybron Flooring International Corp. Rural/Metro Corp.
Solutia, Inc. Spectrum Brands, Inc. Terrestar Corporation

Trident Resources Corporation, Inc.3 1998

- 1999 Total

- Tel USA Communications, Inc. Little Falls, NJ

Chief Operating Officer

Total

- Tel USA Communications, Inc. (NASDAQ:TELU) was an integrated telecommunications provider supplying voice, fax, data, Internet, frame relay and related telecommunications services on its proprietary network principally to small

and medium

- sized businesses along the eastern seaboard of the United States and to other national and international

carriers. I was initially retained by the Company to advise on issues relating to take

- over defense, capital market access, preparation

of a multi

- year business plan for national and international expansion and for acquisition identification and planning.

Selected Results:

**♦** Helped the Company begin and complete implementation of a strategic business plan to quadruple its revenues while expanding its switch

- based network to cover all of the United States and selected locations in Europe and Asia by

December 1998.

**♦** Arranged for the funding of new capital expenditures in excess of $100 million through a combination of long

- term capital lease financing and a committed underwritten secondary offering of equity securities by two major

- bracket

underwriters.

**♦** Helped to arrange for the controlling shareholder to sell control of the Company to a private investor at a 72% premium to market prior to filing the registration statement for the offering.

1990

- 1997 Emerson Radio Corp. Parsippany, NJ

Vice Chairman (1997)

President (1994

- 1997)

Executive Vice President & Interim Chief Financial Officer (1992

- 1994)

Director (1990

- 1997)
Emerson Radio Corp. (AMEX:MSN) is an international distributor of consumer electronics products that markets it products throughout North America, Europe and Asia. In 1990 I became involved with the Emerson as the legal representative for the Company’s largest outside shareholder at the time. During this time Emerson was in default on approximately $240 million in commercial and institutional debt largely as a result of an ill

- concei ved business plan, enormous management corruption and the resulting lawsuits against the Company’s senior management and the

entire Board of Directors. I was retained to secure board representation for my client who had been rebuffed on a number of occasions in the two years prior to my retention. In September of 1990 I was successful in forcing the Company to agree to my client designating two new board members. I was subsequently asked to take one of these positions in order to bring about

a settlement of all litigation and to assist in the restructuring the Company, which later required that I create and execute a strategy for a proxy contest. On July 7, 1992, my client took control of the Company. I was then invited to join the Company, initially as Exe cutive Vice President and Interim Chief Financial Officer with direct responsibility for overseeing the corporate reorganization and restructuring. Later, I was elected President of Emerson and, subsequently, Vice Chairman.

Sel ected Results:

**♦** Responsible for the initial public offering of Emerson at $1.00 per share and the relisting of the Company on the American Stock Exchange without the aid of an outside financial advisor or placement agent.

**♦** Responsible for the refinancing of Emerson’s senior revolving debt.

**♦** Successfully placed approximately $21 million in convertible debentures on behalf of Emerson only one year after the Company emerged from Chapter 11 protection.

**♦** Total transaction value of the above is approximated at $80 m illion.

**♦** Successfully negotiated and completed the refinancing and assumption of control of Sport Supply Group, Inc., a New York Stock Exchange Company (NYSE:GYM) in the institutional sporting goods business.

**♦** Negotiated and structured the divestiture of one of Emerson’s largest, but unprofitable, product lines, which allowed the Company to reduce its dependence on one key customer and one key vendor. This license transaction yielded a $35 million benefit over three years versus a minimum $6 million per year annual loss.4 **♦** Negotiated, structured and closed the restructuring of over $240 million in defaulted debt held by six money center banks and eleven insurance companies. Over $210 million in debt was forgiven in this transaction, which was accomplished through an equity infusion of $30 million and an expedited non

- consensual Chapter 11 reorganization. This was accomplished with no external financial advisor. During the reorganization Emerson’s sales increased by 40% and profitability was restored.

**♦** Oversaw the reorganization of Emerson’s fixed cost structure by reducing fixed overheads from $80 million per annum to approximately $12 million today.

**♦** Responsible for successful negotiation and establishment of foreign distributorships and license and sourcing

agreem ents, including Hong Kong, Thailand, the Middle East and Central and South America.

**♦** In the aggregate, I was responsible for almost quadrupling Emerson’s market capitalization.

1996

- 1997 Sports Supply Group, Inc. Dallas, TX

Vice Chairman & Consultant (1 997)

Chief Executive Officer & Director (1996

- 1997)
Sport Supply Group, Inc. (NYSE:GYM) is the largest distributor, via catalogue and internet sales, of sporting goods and athletic equipment to the institutional market. Control of SSG was acquired by Emers on via an equity infusion and refinancing completed in December, 1996.

Selected Results:

**♦** Identified SSG as an acquisition target, created and implemented acquisition strategy, conducted all negotiations and arranged $18 millio n in financing for the equity transaction and restructuring of $25 million senior debt. This acquisition was semi -hostile.

**♦** Successfully negotiated divestiture of unprofitable division thereby returning profitability and increasing liquidity.

**♦** Responsible for negotiation of revised senior credit facility and curing of all outstanding defaults.

**♦** Responsible for creation and implementation of new business and profit plan yielding record earnings in first two fiscal quarters under new management.

**♦** Responsible for all investor relations.

1989

- 1992 Holmes, Millard & Duncan, P.C. Dallas, TX

Partner/Shareholder & Head of Corporate & Securities Practice
Represented a number of public and private clients in securities offerings, financings, acquisitions, divestiture s, mergers, restructurings, venture capital financings, and corporate and regulatory matters.

1988

- 1989 Arter & Hadden Dallas, TX

Partner
Represented a number of public and private clients in securities offerings, financings, acquisitions, divestitures , mergers, restructurings, venture capital financings, and corporate and regulatory matters.

1984

- 1988 Akin, Gump, Strauss, Hauer & Feld Dallas, TX

Associate
Represented a number of public and private clients in securities offerings, financings, acquisitions, divestitures, mergers, restructurings, venture capital financings, and corporate and regulatory matters.5 1981

- 1984 Standard Oil Company (India) Amoco Production Company (International) Houston, TX

International Attorney/Nego tiator

Selected Results:

**♦** Responsible for negotiations of oil and gas concessions, productions sharing contracts, service agreements and related arrangements with foreign governments and agencies throughout Asia, Latin America, Australia, Afri ca and

the Middle East.

**♦** Responsible for the negotiation of joint venture and financing arrangements with foreign and domestic industry partners in international operations and for bid and negotiation of third party drilling, construction, servicing and

pro duct sales agreements for international operations.

**♦** Responsible for organization and establishment of foreign subsidiaries and arranging necessary permits and licenses.

1980

- 1981 Exxon Company, U.S.A. East

Texas Division Gulf/Atlantic & Alaska/Pacific Divisions Houston, TX

Exploration & Production Attorney

Selected Results:

**♦** Responsible of negotiation of oil and gas leases with private individuals and State and Federal agencies.

**♦** Resp onsible for negotiation of onshore and offshore drilling contracts, construction of production facilities and pipelines and gathering systems and environmental matters.

**♦** Representation of Company before various State and Federal regulatory agencies.



### Educ ation

1980 Columbia University School of Law New York, NY

Juris Doctor

1976 Columbia University School of International

Affairs New York, NY

Masters in International Affairs

 International Law & Organization

1975 Columbia University Columbia College Ne w York, NY

Bachelor of Arts

 International Politics



### Selected Current Affiliations

Texas Bar Association: Licensed November, 1980

– Present

Columbia College Alumni Associationpersonnel biography

Robert F. Agnew Principal



### profile

Robert Agnew, President & CEO of mba, has over 30 years of extensive and diverse background in civil and government aviation and business consulting. Mr. Agnew has been pivotal in the significant growth of mba consulting in the areas of financial modeling, valuation analysis, and technical due diligence. Mr. Agnew is an advisor to numerous hedge funds, insurance companies and investment banks on industry issues, and has provided expert testimony and opinions in legal cases involving aircraft values, airport usage, traffic forecasting, and revenue distribution. He has been active in advising trustees and investors in recent bankruptcies such as Northwest Airlines, USAirways, Delta Air Lines, Independence Air, Atlas Air and Midway Airlines. Mr. Agnew serves as advisor to the United States Air Force’s Air Mobility Commander as Chairman of the Military Airlift Committee on commercial industry and defense interaction. His background includes 13 years with two international airlines, his last position being Senior Vice President of Marketing and Sales for World Airways. He began his commercial aviation career at Northwest Airlines where he concentrated on government and contract sales, schedule planning, and corporate operations research. Mr. Agnew served in the United States Air Force as an Officer & Navigator with the Strategic Air Command where he last served as the Senior Standardization and Evaluation Inspector.



### experience

1997 to Current Morten Beyer & Agnew (mba) Arlington, VA President, CEO & Co-Founder

**•** Leads a broad based, multi-discipline consulting team with offices in the

Washington, Frankfurt, and Tokyo

**•** Founded the firm’s government practice, currently offers federal government

support in financial analysis and support areas for aviation

**•** Oversees the firm's due diligence of airlines and aviation assets capability for

investors, insurance companies, and other interested parties

**•** Provides expert opinions to rating agencies, investment firms, and the U.S.

Government regarding aircraft and aviation related matters

**•** Developed industry leading financial modeling for investment bank use in

aviation transactions

**•** Piloted the accreditation of the firm as one of only seven firms capable of

international operational and safety audits for major airlines as certificated by the International Air Transport Association

**•** Frequent speaker at international aviation conferences regarding the

commercial aircraft markets, financing and airline competition1995 - 1997 Agnew & Associates Falls Church, VA

President & Founder

**•** Provided government contract, scheduling, and pricing expertise to multiple airlines involved in the air passenger and cargo arena

**•** Developed and provided an inspection capability for airlines to be audited prior to the Department of Defense approval process

**•** Managed contract initiatives for an International telecommunication firm dealing with the United States military overseas

1993 - 1994 World Airways Herndon, VA Senior Vice President - Marketing & Sales

**•** Responsible for sales, marketing, scheduling, crewing, and daily operation of

the airline

**•** Negotiated aircraft leases for expansion of the airline's services

**•** Designed and implemented the airline's entry into the international scheduled service market, including oversight of passenger service requirements, sales and marketing infrastructure, and operational support requirements

1980 - 1992

Northwest Airlines Minneapolis, MN
Government & Charter Contract

**•** Managed a staff of 150 personnel in 12 different countries

**•** Scheduled and oversaw all charter operations worldwide for both cargo and passenger operations

**•** Developed innovative contracting processes resulting in several multi-million

dollar contracts Schedule Development

**•** Redesigned the Minneapolis Hub for better balance and greater feed capability

**•** Developed and implemented a new Southern US hub for the airline

**•** Produced the first automated scheduling system for the airline Programmer Analyst

**•** Developed the Northwest Airline's operations research area

**•** Created a model for simulation of multi-level reservation offices which optimized agent and trunk line cost levels

1973 - 1979
United States Air Force Navigator - KC135 (Captain)

**•** Wing instructor for upgrade

**•** Lead evaluator for the 319 Bomb Wing (Navigator)

**•** Developed first hand-held computer program for tankers for use in annual bombing and precision navigation competition

### professional affiliations

**•** Board of Directors - Atlas Worldwide Holdings (AAWW: NASDAQ) and
Chairman of the Audit Committee

**•** Board of Directors - TechPubs LLC

**•** Board of Directors - Stanley-Martin Communities, LLC

**•** Board of Directors – National Defense Transportation Association (NDTA)

**•** Chairman of the US Air Force Commander Air Mobility Advisor Committee

**•** Board of Directors - The Wings Club

**•** International Society of Transport Aircraft Traders Board of Governors for Appraisers

**•** Certified Senior Appraiser – International Society of Transport Aircraft

Traders



### notable former affiliations

**•** Board of Directors - SatoTravel

**•** Board of Directors - Airline Reporting Corporation

**•** Science Board – DARPA



### education

MBA University of North Dakota Grand Forks, ND
- Concentration in Quantitative Methods and Finance

BS Roanoke College Salem, VA - Bachelors of Science - BiologyTimothy J. Bernlohr

Personal Profile



### Experienced executive with significant record of operational and restructuring success within both stable and crisis environments. Nationally recognized expert in the development, manufacture, and distribution of plastic and rubber based m ateri als to the automotive, retail , and industrial markets. Depth in business acquisitions and divestitures, manufacturing , best cost sourcing, and mass customization of products and servic es for the commercial and retail marketplace. Knowledgeable and experienced in matters relating to corporate governance, executive recruiting and compensation, strategic planning, collec tive bargaining, insolvency proceedings, and business restructurings.

Professional Experience

2005- TJB Management Consulting, LLC Managing Director, Newtown PA. Present: TJB Management specializes in providing project specific consulting services

to bus inesses in tra nsformation, strategic planning, and interim executive management. In addition to TJB’s current consulting assignments, Mr. Bernlohr presently serves as Chairman of the Board of Directors of

The Manisch e witz Company of Newark NJ (Kosher foods), Director, PetroRig of New York City (Deep Sea Submersible Oil Rigs), Director, Bally Total Fitness of Chicago IL. (Heal th and Fitness Clubs), Vice Chairman

, Zemex Minerals Inc. of East Hanover NJ (Mining), Lead Director, General Insulation Co., Inc. of Boston, MA (Building Materials), Director , Cadence Innovation, LLC of Detroit MI (Automotive Interiors ), Director , Atlas Air World Wide Holdings, Inc. of Purchase, NY (Air Cargo), Director, Trident Resources Corporation, Inc. of Calgary, AB (Nat ural Gas), Director Nybron Flooring International Corp. of Zurich, Sw itzerland . (Parquet Flooring), Director, BHM Technologies, Inc. of Ionia MI. (Automotive Seating Mfr.).

Dire ctor, Hayes -Lemmerz International of Northville MI. (Automotive Wheel Mfr.), Director, Hilite International of Cleveland OH. (Automotive Valve Mfr.) Recent consulting or interim executive management clients include: Peguform s.r.o. of Liberec Cz and Paris Fr (Automotive Interiors), Sedo Chemical Gmbh of Berlin Ger. (Rubber Manufacturing),

and L’ Isolante K

- Flex SA. of Milan Italy (Rubber Manufacturing), Exide Technologies, Valley Bank, Reeves Brothers Corp, Haights Cross

Communic ations, Key Plastics, LLC. and Rural Metro Corporation.

2003-2005: RBX Industries, Inc . President and CEO Roanoke VA As President and CEO, executed orderly wind down of parent and affiliated companies through bankruptcy and liquidation proceedings with sale of essentially all of company assets to strategic buyers world -wide resulting in both retention of 90% of production employees and 100% recovery to

s ecured creditors. Mr. Bernlohr is widely recognize d as having created maximum value by voluntarily filing RBX as a result of anticipated pension and post retirement liabilities.2001: RBX Industries, Inc. President and COO
 Sold 4 of 8 operating divisions at 15X multiple.
 Outsourced $200,000,000 revenue dollars to Asia and Europe.

 Initiated, closed and executed Italian joint venture.
 Recruited and developed world class management team.

1999: RBX Industries, Inc. Executiv e Vice President
 Managed 1000 member USW labor strike to new CBA.
 Integrated Uniroyal Rubber acquisition

1998: RBX Industries, Inc. Senior Vice President
 Scripted and presented Ops portion of road show. Raised $240mm new debt and equity.

1997: RBX Industries, Inc. Vice President, Marketing and Sales

 Doubled revenue and 5X net margin through product line and brand rationalization, obsolescence of product segments, new product introductions, and created new corporately loc ated national sales and marketing organization.

1992-1997: Armstron g World Industries, Inc. Division Sls & Mkt Mgr. Lancaster PA Prior to joining RBX in 1997, 16 year tenure with Armstrong within International and Industry Products Divisions. As Division Sales and Marketing Manager, doubled revenue and increased profitability by 400% through new market development, sales and administrative cost reductions and effective pricing strategies. During the course of employment with Armstrong, recipient of numerous company and industry awards.

1990: Armstrong World Industries, Inc. Nationa l Sales Manager, Lancaster PA

1987: Armstron g World Industries, Inc. District Manager, New York NY

1985: Armstrong World Industries, Inc. Asst. Marketing Mgr., Lancaster PA

1983: Armstrong World Industries, Inc. Marketing assignment, Dallas TX

1982: Armstrong World Industries, Inc. Marketing assignment, Tulsa OK

1981: Armstrong World Industries, Inc. Marketing Trainee, Lancaster PA

Education and Training

1981: Penn State University , University Park PA. Bachelor of Arts, College of Liberal Arts May 1981.

1984: Phillip Crosby Quality College , Quality Management Program

1994: Management by Armstrong® Training Program.

1994: International Executive Management Outward Bound®

1995: Executive Management Training Program, Finance , Armstrong

2002: Six Sigma Manufacturing Leadership

2003: Lean Manufacturing Executive TrainingOther relevant information



### Significant international experience in both Europe and Asia including international assignments in Germany, England, France, Czech Republic, and Mexico . P articipant in plant start -up team in China for Armstrong World Industrie s. Formed and executed Italian manufacturing, marketing and distribution joint venture and established contract manufacturing facilities in Taiwan, Korea,

and China for RBX Industries.

Featured and participating speaker at Crisis Management, Distressed D ebt, and Recovery Maximization seminars and symposiums.

Former Director, Cadence Innovation Cz. s.r.o., sold to Magna Interiors 2009 Former Director, General Chemical, sold to Tata Industries 2007 Former Director, WCI Steel sold to Severstal Steel 2008

Fo rmer Director, RBX Industries sold to multiple buyers 2005 Former Director, NeoCork LLC sold to Management in 2005 Former Director, Eastern States Insulation Contractors Association Former Director, Petals USA

Former collegiate athlete, (ice hockey). For mer member Outdoor Sports Writers Association.

Married 2 6 years, 3 children.

RBX Industries, Inc. Rubatex Corporation, President and CEO OleTex Corporation, President and CEO Midwest Rubber Custom Mixing Corporation, President and CEO

Hoover Hanes Rubber Custom Mixing, Inc., President and CEO NeoCork Acquisition Corporation, President and Chief Operating Officer Universal Polymer Disposition Corporation, President and CEO
Waltex, Inc. President and CEO

Bondtex Inc. President and CEO Ensolite® (Formerly Ensolite Division of Uniroyal Rubber) President and CEO

## Curriculum Vitae 

# James Stuart Gilmore, III

Education University of Virginia, BA Foreign Affairs, 1971 University of Virginia School of Law, JD, 1977

Military Service United States Army, Military Intelligence, 1971

- 1974 Trained in German Language, Defense Language Inst., Monterey, CA Stationed in Mannheim, Germany, 1972

- 1974

Awarded The Joint Service Commendation Medal for s ervice to

NATO

- 1974

Legal Career Private Law Practice, 1977

- 1987 Elected Commonwealth’s Attorney, Henrico County, VA 1987

- 19 93

- Managed large prosecutor’s office

- Personally tried hundreds of criminal prosecutions Elected Attorney General of Virginia, 1993

- 1997

- Managed all legal affairs and litigation on behalf of the Commonwealth of Virginia

- Reorganized the entire offic e, assembling new divisions and established a new headquarters building

- Opened branch offices in Northern Virginia and Hampton

Roads

Governor of Virginia, 1998

- 2001 Cut taxes, created more than 200,000 jobs, established criteria for

Standards of Learn ing for public education, extensive work in economic development in cluding trade missions to The United Kingdom, Ireland, Germany, Chile, Argentina, Brazil, Japan, South Korea, Taiwan and Hong Kong.

Candidate for US Senate (Virginia) , 2008

## Commissions an d Panels

- Chairman, US Congressional Advisory Commission on Electronic
Commerce, 1998

- 1999

- Chairman, US Congressional Advisory Panel to Assess Domestic Response Capabilities Involving Terrorism and Weapons of Mass Destruction, 1999

- 2003

- Chairman, Republican National Committee, 2001

- Chairman, Board of Visitors, US Air Force Academy, 2002

- 2005, by appointment of the President; Awarded the Air Force Exceptional Service Award for service to the Air Force Academy,

2006.

Business Experience

- Partner, Kelley, Drye and Warren, LLC, Washington, DC 2002

- 2008

- Member of the Virginia Bar and the District of Columbia Bar

- Board of Directors, Atlas Airlines, Purchase, NY, 2002

– Present *Previous service on Compensation Committee *Presently Chairman of the Nominating & Governance Committee

- Board of Directors, Cypress Telecommunications, Atlanta, GA,

2003

- Present *Member of the Security Committee that reports to the U.S. Govt.

CIFIUS Committee

- Board of Directors, CACI Inc., Arlington, VA , 2008

– Present *Member of Compensation Committee

*Member of Investor Relations Committee *Member of Strategic Relations Committee

- Chairman, Board of Directors, Everquest Financial Ltd. , New York, NY, 2006 – P resent

- Board of Directors, Barr Pharmaceuticals, Montvale, NJ 2002

– 2008 *Served on the Compensation Committee

- Board of Directors, IDT Corp, Newark, NJ, 2002

– 2006

- Have previously served in federal business advisory capacity to

CSC C orporation, Hewlett

- Packard, Lucent , and Unisys

Additional Activities

## - Have lectured extensively on Homel and Security matters across

the United States

- In additional to travel as Governor, have also traveled to Israel, Pakistan, Afghanistan, and Croatia

Memberships

- Member, Council on Foreign Relations, New York and Washington, DC

- Board Member, National Rifle Association, Fairfax, VA

- Founding Board Member, National Civil War Museum, Richmond,

VA

- Member, National Association of Corporate Directors, Washington, DC

### FREDERICK McCORKLE

RESUME

EXPERIENCE:

Nov. 2001 – Independent Businessman Gray,TN

Present - Currently serving on the Boards of Directors of Atlas Air Worldwide Holdings, Inc., Rolls Royce North America, JURA C orporation and Lord Corporation.

- Charitable activities include service on the

Boards of The Jewish Institute for National Security Affairs, The Navy and Marine Association and The Marine Corps Law

Enforcement Foundaiton.

June 1966 – United St ates Marine Corps (retired with the rank

Oct. 2001 of Lieutenant General) - After completion of Officer Candidates School and The Basic School, attended Naval Flight School and was designated for Naval Aviation. Flew over 1,500 combat

missions durin g career.

- Operational assignments included billets as Commanding Officer MAWTS-1; Head of Operations for First Marine Aircraft Wing, Okinawa, Japan; Head of Operations, Second Marine Aircraft Wing, Cherry Point, NC; Commanding Officer, MAG-29, New River, NC; Commander, Marine Corps Air Bases Eastern Area and Commanding General, MCAS, Cherry Point, NC; Commanding General, Third Marine Aircraft Wing, MCAS, El Toro, CA; Deputy Commandant for Aviation, Washington, DC.

EDUCATION:

1966 East Tennessee State University

B.S. in Education

1979 Pepperdine University

M.S. in Administration