BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

GAMA CHARTERS INC. 

for a certificate of public convenience 

and necessity under 49 U.S.C. § 41102 

to engage in interstate charter air 

transportation 

) 

) 

) 

) 

) 

) 

) 

) 

) 

OST -2012-0181 

________________________________ ) 

SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Communications with respect to this document should be sent to: 

Malcolm L. Benge 

; ,: 

ZUCKERT, SCOUTT & RASENBERGER, 

L.L.P. 

Dated: July 9, 2013 

888 Seventeenth Street, N.W. Suite 700 

Washington, D.C. 20006 

(202) 298-8660 

mlbenge@zsrlaw.com 

Attorneys for 

Gama Charters Inc. 

. .:) l) 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

GAMA CHARTERS INC. 

for a certificate of public convenience 

and necessity under 49 U.S.C. § 41102 

to engage in interstate charter air 

transportation 

) 

) 

) 

) 

) 

) 

) 

) 

) 

________________________________ ), 

Dated: July 9, 2013 

OST -2012-0181 

SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Gama Charters Inc. ("Gama") hereby provides the information requested by the 

Department in its letter dated May 21, 2013 regarding Gama's application for authority to 

conduct operations with a Boeing BBJ aircraft. 1 In response to the Department's supplemental 

data request, Gama provides the following information (with numbering corresponding to the 

items specified in the Department's request): 

Corporate Structure and Ownership 

1. Identify the place of incorporation of Operator Holding Group, Inc. ("OHG"). 

Gama expresses its gratitude to the Department for agreeing to extend the time to file this 

supplemental information. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page2 

Gama Response: Gama's corporate parent is Operator Holding, Inc. ("OHI")_2 OHI is 

incorporated under the laws of State of Delaware. 

2. Please provide the articles of incorporation and the bylaws for Gama and OHG. 

Detail any actual or potential ability on the part of any non-citizen entities to influence or 

control, directly or indirectly, the affairs of the air carrier. Provide any documents describing the 

rights and obligations of such entities. 

Gama Response. The certificate of incorporation and bylaws for Gama are attached as 

Exhibit GAMA-S201. The certificate of incorporation and bylaws for OHI are attached as 

Exhibit GAMA-S202. The constitutional documents of Gama and OHI do not create any special 

voting rights, supermajority approval provisions or minority shareholder veto privileges in favor 

of the non-citizen entities that are owners of OHI (directly) and Gama (indirectly). 

3. Provide a detailed description, of each class or series of stock issued by Gama, as 

well as the identity and citizenship of the owners of the stock. The share description should 

include: the number of shares outstanding by class or series, convertibility into other classes or 

series of stock, representation on the board of directors, voting rights, entitlement to dividend, 

consequences of failure to pay such dividends, and liquidation preferences. 

Gama Response: There are 100 issued and outstanding shares of Gama Charters Inc. 

The shares of Gama are wholly-owned by OHI. There is one class of stock. The Gama shares 

are not convertible into any other classes or series of stock nor do they carry an entitlement to 

dividend. The directors on the board of Gama are appointed by all the shareholders; no 

stockholder is entitled to name its own representative to the board. 

4. Provide a detailed description, of each class or series of stock issued by OHG, as 

well as the identity and citizenship of the owners of the stock. The share description should 

include: the number of shares outstanding by class or series, convertibility into other classes or 

series of stock, representation on the board of directors, voting rights, entitlement to dividend, 

consequences of failure to pay such dividends, and liquidation preferences. 

2 Operator Holding Inc. was mistakenly identified as "Operator Holding Group Inc." in 

Gama' s original application. 
SUPPLEMENT NO. 2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 3 

Gama Response: The current ownership ofOHI is as follows: 

Class A Class B 

Name Voting Shares Non-voting Shares Citizenship 

Merritt Property LLC 27 0 U.S. 

Gama Group, Inc. 17 32 U.K. 

Thomas Connelly 12 0 U.S. 

Thomas Miller 12 0 U.S. 

There are 68 issued and outstanding Class A shares and 32 issued and outstanding Class B 

shares of OHI stock. Only Class A shares have voting rights. The constitutional documents of 

OHI do not create any special voting rights, superrnajority approval provisions or minority 

shareholder veto privileges in favor of the non-citizen entities that are Class A shareholders in 

OHI. All Class B non-voting shares are owned by a U.S. corporation (Gama Group, Inc.) that is 

wholly-owned by Gama Group Ltd., a corporation organized and existing under the laws of the 

United Kingdom. The Class B shares issued to Gama Group, Inc. are not convertible into other 

classes or series of stock and do not carry a liquidation preference. Class A and Class B shares 

are equally entitled to dividend payouts and neither class of shareholders is favored over the 

other in the event of a failure to pay dividends. Neither the Class A nor the Class B shareholders 

are entitled to representation on the OHI Board of Directors. 

5. Provide a detailed description, of each class or series of stock issued by Gama 

Holdings as well as the identity of the owners of the stock. If there are several layers of 

ownership by companies (e.g., holding or parent companies, information on the stock ownership 

should be provided for each layer until the ultimate individual shareholders are reached. 

Gama Response. The corporate parent of Gama Group Inc. is Gama Group Ltd. ("Gama 

Holdings"). Gama Holdings is owned and effectively controlled by EU nationals. The 
SUPPLEMENT NO. 2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 4 

ownership of Garna Holdings is as follows: Gama Holding FZE (Free Zone Establishment)3 

owns 100% ofGama Holdings. The owners ofGama Holding FZE are Marwan Khalek (60%), 

G. A. Khalek (5%), Steve Wright (1.67%) and JetSet Equity Partners, a UAE-based investment 

fund (33.33%). Marwan Khalek is a citizen of the United Kingdom. 

6. An explanation and/or copies of any and all existing signed and executed, and 

contemplated agreements, written or oral, between Merritt Property, LLC Garna Group, Garna, 

Garna Aviation, Inc. and Garna Holdings. Please include any stock purchase agreements and the 

Master Cooperation and Franchising Agreement between Garna and Garna Holdings. 

Gama Response. There are two related-company agreements that fall within the scope of 

the Department's request, as follows: 

(a) Shareholders Agreement. The relationship among the shareholders ofOHI is 

governed by a Shareholders Agreement among Merritt Property LLC ("Merritt"), Garna 

Holdings Ltd., Thomas Connelly and Thomas Miller. The Shareholders Agreement provides 

that certain decisions must be approved by at least three members of the board of directors and a 

75% supermajority of the shareholders. These decisions include: (1) the location of the business 

or the company's inventory, (2) changing the nature of the company's business, (3) the issuance 

of stock, ( 4) the sale of all or substantially all of the company's stock or assets, ( 5) the 

acquisition of another entity, (6) the structure of the company as a legal or tax entity, (7) the 

incurrence of debt in an amount exceeding $50,000, (8) the declaration of dividends, (9) 

additional capital contributions by the shareholders and (1 0) capital purchases or the entering 

into ofleases for amounts exceeding $50,000. As four out of the five Board members and 75% 

of the shareholders are U.S. citizens, the existence of these supermajority approval provisions in 

3 A tax free industrial zone in the United Arab Emirates. 
SUPPLEMENT NO. 2 

TO APPLICATION OF 

GAMACHARTERS INC. 

Page 5 

the Shareholders Agreement does not permit undue influence or control to be exercised over the 

affairs ofGama or OHI by non-U.S. nationals. A copy ofthe Shareholders Agreement is 

attached as Exhibit GAMA-S203.4 

(b) Master Cooperation and Franchising and Branding Agreement. Pursuant to its 

existing Part 135 air carrier certificate, Gama provides on-demand air charter services to 

businesses and individuals. In connection with its on-demand charter services, Gama employs 

experienced managers for several operations and flight safety positions mandated by the Federal 

Aviation Administration ("FAA") under Federal Aviation Regulation Part 119. These managers 

have specialized skills and technical knowledge gained from long experience in the aviation 

industry. 

Gama Aviation Inc. is an aircraft management company that provides management 

services to aircraft owners. Through its affiliation with other companies owned by Gama Group 

offering similar aircraft management services throughout the world, Gama has established an 

internationally recognized brand and extensive sales and marketing capabilities. Gama Aviation 

uses its global brand to generate demand for the air carrier services of Gama Charters. 

Under the Master Cooperation and Franchising and Branding Agreement, Gama Charters 

and Gama Aviation support each other's activities by making their respective strengths available 

to each other. Gama Charters provides flight crews that operate the aircraft managed by Gama 

Aviation on behalf of the aircraft owners. Gama Charters also provides maintenance consulting 

4 The Shareholders Agreement reflects an allocation of shares in OHI different from the 

current ownership structure. Subsequent to the date of the Shareholders Agreement, Class B 

non-voting shares were issued to Gama Group and Gama Group surrendered for cancellation 

8 Class A voting shares. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 6 

services to Gama Aviation in connection with its aircraft management activities. In return, Gama 

Aviation furnishes Gama Charters with certain back-office and administrative services, plus any 

maintenance services required by Gama Aviation. In addition, Gama Charters is granted a 

license to use the Gama brand in connection with its air carrier operations. 

The Master Cooperation and Franchising and Branding Agreement allows Gama Charters 

to benefit from the sales efforts of Gama Aviation. As agent for Gama Charters, Gama Aviation 

will bring both aircraft lease and aircraft charter opportunities to Gama Charters. Gama Charters 

also will benefit from the agreement as the experienced aviation personnel of Gama Charters will 

provide advice and assistance to Gama Aviation, enhancing the safety and regulatory compliance 

efforts of Gama Aviation's aircraft management business. 

The terms of the Master Cooperation and Franchising and Branding Agreement contain 

highly confidential and proprietary information regarding the operating costs for the Part 135 

commercial operations of Gama Charters. As a result, Gama Charters is submitting a copy of the 

Master Cooperation and Franchising and Branding Agreement to the Department under seal as 

Exhibit GAMA-S204, pursuant to a Rule 12 motion for confidential treatment. 

7. Please identify the Chairman ofthe Board for OHG. 

Gama Response. The Chairman of the Board for OBI is John Tesei. Mr. Tesei is a 

citizen of the United States. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 7 

Management and Key Personnel 

1. Please provide a current resume for Gama' s key personnel. This resume should 

include the individual's full name, citizenship, current address, and telephone numbers, together 

with a detailed listing of all previous employment (both aviation and non-aviation) and education 

and training, including FAA certifications and license numbers if applicable. The employment 

listing should include the name of employer, location (city, state), type of business, position(s) 

held, description of responsibilities, and dates employed. 

Gama Response. Resumes are attached as Exhibit GAMA- S205 for the following key 

personnel: 

Name Title 

John P. Tesei Chairman of the Board 

Robert T. McBride Director 

Thomas H. Miller Chief Executive Officer 

Thomas Connelly Executive Vice President 

Martin Farrar Director of Quality Assurance 

Alex Travia Director of Safety 

Steven V edeskas Operations Manager 

John Walter Chief Pilot 

2. Please provide the compliance information required by Section 204.3(1), (m), ( o ), 

(p) and ( q) of our rules for each individual identified in response to question 1 above. 

Gama Response. DOT compliance questionnaires completed by Gama's key personnel 

are attached as Exhibit GAMA-S206. 

3. Gama's application notes that it has 42 employees. Please provide a list of all 

Gama employees including job titles. If any of Gama' s employees are also employed by or have 

within the past 12 months served under contract to Gama Holdings or its affiliates, the list should 

note the entity and the position the Gama employee holds or held with Gama Holdings or its 

affiliates. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 8 

Gama Response. Attached as Exhibit GAMA-S207 is a current list of all Gama 

employees along with a job title for each employee. The current number of Gama employees is 

61. Gama employees on the list who previously were employed by Gama Charters or Gama 

Group are designated with an "x" in the furthest column to the right. 

4. If Gama employs contract employees it should provide a separate list identifying 

contractors employed within the past 12 months, their position and the contracting firm. 

Gama Response. Gama uses a select group of contract pilots that are trained and 

supervised in connection with Gama's Part 135 air carrier operations. During the past year, 

Gama has used the contract pilots listed in the attached Exhibit GAMA-S208. 

5. Please provide a description of Gama's management and key personnel's 

experience operating and managing large passenger aircraft operations. 

Gama Response. Both Tom Miller and Tom Connelly were the impetus for Gama's 

decision to pursue large aircraft operations. These two individuals were primarily responsible 

for the implementation, management and oversight of three separate carriers operating large 

aircraft under Part 125 certificates. These operations featured agreements with three aircraft 

management clients (similar to the BBJ operations proposed in Gama's application) who were 

granted Part 125 authority for operations with BAC-1-11, DC-9 and B-727 aircraft, respectively. 

Alex Travia, Gama's Director of Safety, has extensive prior experience with B-737, B-757 and 

B-767 type aircraft as a result of his previous position as Manager of Dispatch and Flight Control 

at North American Airlines. 

Financial and Operating Plans 

1. Please provide a listing by registration number, of all aircraft operated by Gama 

and identify the lessor. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 9 

Gama Response. A list of all aircraft operated by Gama, including the registration 

number of each such aircraft and the lessor/owner of such aircraft is provided in Exhibit GAMAS209. Because information regarding the ownership of the aircraft operated by Gama is highly 

confidential and proprietary, Exhibit GAMA-S209 is being submitted separately under seal with 

a Rule 12 request for confidential treatment. 

2. Provide a description and copies of all agreements, written or oral, between and 

among Gama; OHG; Merritt Property, LLC; and their respective affiliates and key personnel, on 

the one hand, and Gama Holdings and its affiliates on the other hand. If the agreements are oral, 

a summary of the terms should be provided. 

Gama Response. Please see Gama Response no. 6 under the heading "Corporate 

Structure and Ownership." 

3. Provide a list of all aircraft operated by Gama and identify the owner of each 

aircraft. The list should indicate whether each aircraft is leased or owned by Gama and, if 

leased, identify the lessor. Moreover, if any aircraft are ultimately owned by Gama Holdings or 

its affiliates and leased or subleased to Gama please provide a copy of the lease or sublease 

agreement. 

Gama Response. Please see Exhibit GAMA-S209, which is being submitted separately 

under seal with a Rule 12 request for confidential treatment. Exhibit GAMA-S209 identifies the 

owner of each leased aircraft operated by Gama. One of these aircraft is leased by Gama from 

Gama Aviation. The terms and conditions of the aircraft lease agreement between Gama 

Charters and Gama Aviation are confidential and proprietary. A copy of the aircraft lease 

agreement is being submitted separately under seal as Exhibit GAMA-S210 with a Rule 12 

request for confidential treatment. 

4. Please provide detailed notes to the balance sheet and income statements provided 

for Gama. 
SUPPLEMENT NO.2 

TO APPLICATION OF 

GAMA CHARTERS INC. 

Page 10 

Gama Response. The balance sheet and income statements for Gama as of December 31, 

2012 and as ofMay 31,2013 are attached as Exhibit GAMA-S211. 

In accordance with the Department's regulations and the request set forth in the May 21 

letter requesting supplemental information, Gama has attached a Verification signed by its Chief 

Executive Officer, Thomas Miller.5 

Respectfully submitted, 

ZUCKERT, SCOUTT & RASENBERGER, 

L.L.P. 

888 Seventeenth Street, N.W. Suite 700 

Washington, D.C. 20006 

(202) 298-8660 

mlbenge@zsrlaw.com 

Attorneys for 

Gama Charters Inc. 

Dated: July 9, 2013 

5 Gama has a pending application for charter foreign air transportation (Docket OST-2012-

0180). Gama requests that the Department allow the information submitted herein to be 

incorporated by reference in its pending application for foreign charter authority. 
CERTIFICATE OF SERVICE 

I hereby certify that on this 9th day of July 2013, a copy of the foregoing SUPPLEMENT 

NO.2 TO APPLICATION OF GAMA CHARTERS INC. was served by first class mail, postage 

prepaid, on the parties named below: 

John M. Allen 

Director 

Flight Standards Service 

Federal Aviation Administration 

800 Independence Avenue, S.W. 

Room 821 

Washington, D.C. 20591 

john.allen@faa.gov 

Beth Babb, Manager 

Flight Standards District Office #63 

Federal Aviation Administration 

Building 85-214 

Bradley International Airport 

Windsor Locks, CT 06096 

f;{~~ {4d 

Malcolm L. Benge v J -
VERIFICATION 

Pursuant to Title 18 United States Code 1001, I, Thomas H. Miller, in my individual 

capacity and as the authorized representative of Gama Charters Inc., state that the contents of this 

application and the accompanying exhibits are true and correct to the best of my knowledge and 

belief. I have not in any manner knowingly and willfully falsified. concealed or covered up any 

material fact or made any false, fictitious. or fraudulent statements or knowingly used any 

documents which contain such statements in connection with the preparation, filing or 

prosecution of this application. I understand that an individual who is found to have violated the 

provisions of 18 U.S.C. section 1001 shall be fined no more than $10,000 or imprisoned not 

more than five years, or both. 

Chief Executive Officer 

Subscribed to and sworn before me this 'i?rt' day of July, 2013. 

Notary Public 

Subscribed to and sworn before me this __ day of July 2012. 

Notary Public 

P. BONIN 

NOTABY PUBLIC 

yy CQMM1SS10N EXPIRES FEB. 28, 2017 
EXHIBIT GAMA-8201 

Certificate of Incorporation and BylawsGama Charters Inc. 
t])e[aware PAGE 1 

%e :First State 

I, JEFFREY W _ BULLOCK, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT 

COPY OF THE CERTIFICATE OF AMENDMENT OF "FLIGHT SERVICES GROUP, 

INC_ ", CHANGING ITS NAME FROM "FLIGHT SERVICES GROUP, INC_ " TO 

"GAMA CHARTERS INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY 

OF MARCH, A.D. 2009, AT 9:55 O'CLOCK A.M. 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE 

NEW CASTLE COUNTY RECORDER OF DEEDS_ 

3001457 8100 

090313298 

You may verify this certificate online 

at corp.delaware.gov/authver.shtml 

jeffrey W Bullock, Secretary of State 

C TION: 7215856 

DATE: 03-30-09 
State of Delaware 

Secretary of State 

Division of Corporations 

Delivered 10:15 AM 03/30/2009 

FILED 09:55 AM 03/30/2009 

SRV 090313298 - 3001457 FILE 

CERTIFICATE OF AMENDMENT 

TO THE 

CERTIFICATE OF INCORPORATION OF 

FLIGHT SERVICES GROUP, INC. 

Pursuant to Section 242 of the General Corporation Law of the State of 

Delaware, Flight Services Group, Inc. (the "Corporation"), a corporation organized and 

existing under the laws of the State of Delaware, does hereby certif)r as follows: 

L The Certificate of Incorporation of the Corporation was filed with the 

Secretary of State of Delaware on February 4, 1999. 

2. The Board ofDirectors ofthe Corporation, by unanimous written consent 

on March 30, 2009, du1y adopted the following resolution in accordance with Section 

141(£) ofthe General Corporation Law of the State of Delaware: 

RESOLVED, that the Certificate of Incorporation of the Corporation, as 

amended, be amended by changing Article 1 thereof so that, as amended, said 

Article shall read in its entirety as follows: 

1. The name of the corporation is: Gama Charters Inc. 

3. That in lieu of a meeting of the stockholders of the Corporation, the sole 

stockholder of the Corporation approved and adopted said amendment by written 

consent in accordance with Section 228 of the General Corporation Law of the State of 

Delaware. 

4. The amendment to the Corporation's Certificate of Incorporation set forth 

below was duly adopted pursuant to and in accordance with Section 242 of the General 

Corporation Law of the State of Delaware and amends the provisions of the existing 

Certificate of Incorporation of the Corporation. 

(Signature is on the following page.) 

CLI-159!913vl 
IN WITNESS WlffiREOF, the Corporation has caused this Certificate of 

Amendment to the Certificate of Incorporation to be signed this 30th day of March, 2009. 

CLI-l59l9!3vl 

FLIGHT SERVICES GROUP, INC. 

Br:=->~ ~~ \~~ John P. Tese\ 

Title: President 
f])e{aware PAGE 1 

%e :First State 

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT 

COPIES OF ALL DOCUMENTS ON FILE OF "FLIGHT SERVICES GROUP, INC_ " 

AS RECEIVED AND FILED IN THIS OFFICE. 

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: 

CERTIFICATE OF INCORPORATION, FILED THE FOURTH DAY OF 

FEBRUARY, A.D. 1999, AT 9 O'CLOCK A.M. 

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "OGDEN 

ACQUISITION COMPANY" TO "OGDEN FLIGHT SERVICES GROUP, INC- ", 

FILED THE SIXTEENTH DAY OF FEBRUARY, A.D. 1999, AT 9 0 'CLOCK 

A.M. 

CERTIFICATE OF MERGER, FILED THE THIRD DAY OF MARCH, A.D. 

1999, AT 9 O'CLOCK A.M. 

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "OGDEN 

FLIGHT SERVICES GROUP, INC- " TO "FLIGHT SERVICES GROUP, INC_ ", 

FILED THE TWENTIETH DAY OF AUGUST, A-D- 2004, AT 11:30 0 'CLOCK 

A.M. 

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID 

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE 

AFORESAID CORPORATION, "FLIGHT SERVICES GROUP, INC_ "_ 

3001457 8100H. 

071311522 

You may verify this certificate online at corp.delaware.gov/authver.sbtml 

Harriet Smith Windsor, Secretary of State 

AUTHENTICATION: 6230084 

DATE: 12-12-07 
02/04/99 17: 17 CSC US CORP CO -t WI U1 I NGTON 

CERT~FICATE OF INCO~ORATION 

OF 

OGDEN ACQUISITION COMPANY 

STATE OF DELAWARE 

SECRETARY Cfl0$;M~E POOZ/00:5 

DIVISION OF CORPORATIONS 

FILED 09:00 AM 02/04/1999 

991046170- 3001457 

FIR,S'I'. The name of this corporation shall be; 

OGDEN ACQUiSitiON COMPANY 

SECOND. Its registerea office in ~be State cf Delaware is to 

be located at 1013 CentrQ Rosd, in the City of Wilmington, 

County of New Castle and its registered as~t at such adar~s is 

CORPORAtiON SBRVICB COMPANY. 

THl:$n. Tl'le purpose or purposes of the corporation shall bet 

To engage in any lawfu~ ~ct or activity for which 

cor,porations may be organized under th& General Corporation 

Law- of Delaware. 

FOORT.H. The total number of shares of stoak whiah this 

corporation is authorized to issue is; 

One Thousand (1 1 000) shares with a par valu~ of One Dollar 

($1.00) par ahar$, areounting to one Thousand Dollars 

($1, 000). 

FIFTH. The nam~. and address of the incorporato:r- is as 

follows: 

Melvin Maldonado 

Two world Trade ceneer 

Suite 8746 

New York, New York 10048-0203 

SIXTH. The aoard of Directors shall have the power to adopt, amend or repeal the by-laws. 
CSC US CORP CO 7 WILMINGTON NO. 203 P003/003 

SEVENTH. No director shall be personally liable to the 

Corporation or its stockholders for monetary damages for any 

breach of fiduci~y duty by such director as a director. 

Notwithstanding the foregoing sentence, a director shall be 

liable to the extent provided by applicable law, (i) for 

breach of rhe direc~or's duty of loy~lty to the coxpor~tion 

or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing 

violation of law. (iii) pursuant to Section 174 of the Delaware 

General Corporation Law or (i~) for ~ny transaction from which 

the director derived an improper personal benefit. No 

amendment to or repeal of this Article Seventh shall apply to 

or have any effeet on the liability or all@g~d liability of 

any director of the Corporation for or with respect to any 

acts or omissions of such director occurring prior to such 

amendment. 

IN WITNESS WHEREOP, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged thia 

certificate of incorporation thi~ fourth day of February, 

A.D., 1999. 

Incorporator 
CBRTMCATE OF AMENDMENT TO THE CER.TIFICATS OF INCORPORATION 

OF 

OGDEN ACQUISmON COMPANY 

It ia hereby certified that: 

FIRST~ The name of' the COJpOration is Ogden Acquisition Company 

$ECOND: The certificate ofineoJpDRtion o£ ~ corporation is hereby amended 

by striking out Anicle One thereof' aud. by ~tuting · in lieu of said Article· the 

following new Article: "The mime of the corporation is Ogden Plight Services ·Group, I~" . 

TRIRl2 Tho amendment of the ceitmcate of incorporation: herein certified bas 

been duly adopted and written c;onseut bas been. given in acCordance with the provisions 

of Sections Zl8 and 242 of the General Corporation Law of the State of Delaware. 

Signed on Febmary 16~ 1999 

Peter Allen 

Sr. Vice President and Secrewy 

STATE OF DELAWARE 

SECRETARY OF STATE 

DIVISION OF CORPORATIONS 

FILED 09:00AM 02/16/1999 

991060497 - 3001457. 
CERTIFICATE OF MERGER 

of 

OGDEN FLIGHT SERVICES GROUP, JNC. 

and 

FLIGHT SERVICES GROUP, INC. 

The undersigned corporation DOES HEREBY CERTIFY: 

STATE OF DELAWARE 

SECRETARY OF STATE 

DIVISION OF CORPORATIONS 

FILED 09:00AM 03/03/1999 " 

991082087 - 3001457 

FIRST: That the names and states of incorporation of the constituent corporations of the 

merger are as follows: 

NAME STATE OF INCORPORATION - -

Ogden Flight Services ~p. Inc. Delaware 

Flight Services Group, Inc. · Delaware 

SECOND: That an Agreement and Plan of Merger among the parties to the merger has 

been approved, adopted, certified, executed and acknowledged by each of the constituent 

corporations in accol'dance with the requirements of Section 2.51 of the General Corporation Law 

of Delaware. 

THIRD: That the name of the surviving corporation of the merger is Ogden Flight 

Services Group, Inc., a Delaware cotpQration. 

FOURTH: Thtt the Certificate of lncorporatioa of Ogden Flight Services Group, Inc •• 

a Delaware corporation. which is surviving the merger, shall be the Certificate of IncorporatiOn 

of the surviving COJPOtation until such time as it may be amended in accordance with applicable 

la.w. 

FIFfH: That the executed Agteement and Plan of Merger is on file at the principal place 

of business of the survi\'ing corporation. the address of which is Two Pennsylvania Plaza, New 

York, NY 10121. 

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished, on request 

and without cost, to any stockholder of any constituent corporation. 

"MCt.:9Nilill4fl6.l 

~RMQIHl 
SEVEN1H: that this Cenificate of Merger shall be effeaive upon filing with the 

Secretary of State of.Delaware. 

lN WITNBSS WHEREOF. OgdeJi:Flight ServiCes Group. J:oc .• bas caused this certificate 

to be signed by its dUly authorized officet, this 2E.L ~y of March • 1999. 

-2-

OGDEN FUGHT SERVICES GROUP~ 

INC. 

~,CJ.hL Peter Allen 

Senior V.P. and Secretary 
St~te o£ Del~ware 

Secretary o£ St:i!lte 

Division o£ Corponstions 

Delivered 11:30 AM 08/20/2004 

FILED 11:30 AM 08/20/2004 

STATE OF DELAWARE SRV 040611023 - 3001457 FILE 

CERTIFICATE OF AMENDMENT 

OF CERTIFICATE OF INCORPORATION 

OGDEN FLIGHT SERVICES GROUP, INC. (the "Corporation"), a corporation 

organized and existing under and by virtue of the General Corporation Law of the State 

ofDdaware; 

DOES HEREBY CERTIFY: 

FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were 

duly adopted setting forth a proposed amendment of the Certificate of Incorporation of 

said Corporation, declaring said amendment to be advisable and providing for 

consideration of said amendment by the sh<:~reholders pf the Corporation by unanimous 

w-ritten consent in lieu of a meeting pursuant to Section 228(a) of the General 

Corporation Law of the State of Delaware. The resolution setting forth the proposed 

amendment is as follows: 

"RESOLVED, that the Certificate oflncorporation for this Corporation be amended by 

changing the Article thereof numbered "1 (One)" so that, as amended, said Article shall 

be and read as follows: "the name of the Corporation is F1ight Services Group, Inc." 

SECOND: That thereafter, pursuant to Section 228(a) of1he General Corporation Law of 

the State of Delaware, the shareholders of the Corporation executed a unanimous vvritten 

consent in lieu of meeting approving and adopting said amendment. 

THIRD: That said amendment was duly adopted in accordance with the provisions of 

Article 242 of the General Corporation Law ofthe State of Delaware. 

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of 

said amendment. 

IN WITNESS WHEREOF, said Flight Services Group, Inc. has caused this certificate to 

be signed by George A. Antoniadis, Chairman of the Board of Directors this 18th day of 

August, 2004. 

By: 

' I 

_i 1

·7 

/ I 0/ 

Name: Gear' eA. Antoniadis 

Title: Chauman 
EXHIBITB 

Ogden Acquisition Company 

* * * * * 

BY-LAWS 

* * * * * 

ARTICLE I 

OFFICES 

Section 1. The registered office shaH be in the City of Wilmington, County ofNew 

Castle, State ofDelaware. 

Section 2. The corporation may also have offices at such other places both within and 

without the State of Delaware as the board of directors may from time to time determine or the 

business of the corporation may require. 

ARTICLE IT 

MEET~GSOFSTOCKHOLDERS 

Section 1. All meetings of the stockholders for the election of directors shall be held 

at such place, either within or without the State of Delaware, as shall be designated from time to time 

by the board of directors and stated in the notice of the meeting, or in a duly executed waiver of 

notice thereof. 

Section 2. Annual meetings of stockholders shall be held on such date and at such 

time as shall be designated from time to time by the board of directors, if not a legal holiday, at which 

they shall elect by a plurality vote a board of directors, and transact such other business as may 

properly be brought before the meeting. 

Section 3. Written notice of the annual meeting stating the place, date and hour of 

the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor 

more than sixty days before the date of the meeting. 

Section 4. The officer who has charge of the stock ledger of the corporation shall 

prepare and make, at least ten days before every meeting of stockholders, a complete list of the 

stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address 

of each stockholder and the number of shares registered in the name of each stockholder. Such list 

shall be open to the examination of any stockholder, for any purpose germane to the meeting, during 

ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within 

the city where the meeting is to be held, which place shall be specified in the notice of the meeting, 

or, if not so specified, at the place where the meeting is to be held. The list shall also be produced 

and kept at the time and place of the meeting during the whole time thereof, and may be inspected 

by any stockholder who is present. 

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless 

I HoWUFl\!NCORP.OOOO<iDE>I ACQtmlmOJ-ffiYlAWS.DOC 
c-""! 

\_ ./ 

otherwise prescribed by statute or by the certificate of incorporation, may be called by the president 

and shall be called by the president or secretary at the request in writing of a majority of the board 

of directors, or at the request in writing of stockholders owning a majority in amount of the entire 

capital stock ofthe corporation issued and outstanding and entitled to vote. Such request shall state 

the purpose or purposes of the proposed meeting. 

Section 6. Written notice of a special meeting stating the place, date and hour of the 

meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten 

nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such 

meeting. 

Section 7. Business transacted at any special meeting of stockholders shall be limited 

to the purposes stated in the notice. 

Section 8. A majority of the stockholders, holding shares of stock issued and 

outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute 

a quorum at all meetings of the stockholders for the transaction of business except as otherwise 

provided by statute or by the certificate of incorporation. If, however, such quorum shall not be 

present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, 

present in person or represented by proxy, shall have power to adjourn the meeting from time to time, 

without notice other than announcement at the meeting, until a quorum shall be present or 

represented. At such adjourned meeting at which a quorum shall be present or represented any 

business may be transacted which might have been transacted at the meeting as originally notified. 

If the adjournment is for more than thirty days, or if after the adjounnnent a new record date is fixed 

for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder or 

record entitled to vote at the meeting. 

Section 9. When a quorum is present at any meeting, the vote of the holders of a 

majority of the stock having voting power present in person or represented by proxy shall decide any 

question brought before such meeting, unless the question is one upon which by express provision 

ofthe statutes or of the certificate of incorporation, a different vote is required in which case such 

express provision shall govern and control the decision of such question. 

Section 10. Unless otherwise provided in the certificate of incorporation each 

stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy 

for each share of the capital stock having voting power held by such stockholder, but no proxy shall 

be voted on after three years :from its date, unless the proxy provides for a longer period. 

Section 11. Unless otherwise provided in the certificate of incorporation, any action 

required to be taken at any annual or special meeting of stockholders of the corporation, or any action 

which may be taken at any annual or special meeting of such stockholders, may be taken without a 

meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so 

taken, shall be signed by the holders of outstanding stock having not less than the minimum number 

of votes that would be necessary to authorize or take such action at a meeting at which all shares 

entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action 

without a meeting by less than unanimous written consent shall be given to those stockholders who 

.. -..,. 2 
\ .. 

have not consented in writing. 

ARTICLE ill 

DIRECTORS 

Section 1. The number of directors which shall constitute the whole board shall not 

be less than three nor more than 6. The first board shall consist of three directors. Thereafter, within 

the limits above specified, the number of directors shall be determined by resolution of the board of 

directors or by the stockholders at the annual meeting. The directors shall be elected at the annual 

meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected 

shall hold office until his successor is elected and qualified. Directors need not be stockholders. 

Section 2. Vacancies and newly created directorships resulting from any increase in 

the authorized number of directors may be filled by a majority of the directors then in office, though 

less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until 

the next annual election and until their successors are duly elected and shall qualifY, unless sooner 

displaced. Ifthere are no directors in office, then an election of directors may be held in the manner 

provided by statute. If, at the time of filling any vacancy or any newly created directorship, the 

directors then in office shall constitute less than a majority of the whole board (as constituted 

immediately prior to any such increase), the Court of Chancery may, upon application of any 

stockholder or stockholders holding at least ten percent of the total number of the shares at the time 

outstanding having the right to vote for such directors, summarily order an election to be held to fill 

any such vacancies or newly created directorships, or to replace the directors chosen by the directors 

then in office. 

Section 3. The business of the corporation shall be managed by or under the direction 

of its board of directors which may exercise all such powers of the corporation and do all such lawful 

acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed 

or required to be exercised or done by the stockholders. 

MEETINGS OF THE BOARD OF DIRECTORS 

Section 4. The board of directors of the corporation may hold meetings, both regular 

and special, either within or without the State of Delaware. 

Section 5. The first meeting of each newly elected board of directors shall be held at 

such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no 

notice of such meeting shall be necessary to the newly elected directors in order legally to constitute 

the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to 

fix the time or place of such first meeting of the newly elected board of directors, or in the event such 

meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such 

time and place as shall be specified in a notice given as hereinafter provided for special meetings of 

the board of directors, or as shall be specified in a written waiver signed by all of the directors. 

Section 6. Regular meetings of the board of directors may be held without notice at 

3 
1

r). such time and at such place as shall from time to time be detennined by the board. 

\_) 

'\ 

... } 

Section 7. Special meetings of the board may be called by the president on ten days' 

notice to each director, either personally or by mail or by telegram; special meetings shall be called 

by the president or secretary in like manner and on like notice on the written request of two directors 

unless the board consists of only one director; in which case special meetings shall be called by the 

president or secretary in like manner and on like notice on the written request of the sole director. 

Section 8. At all meetings of the board, a majority of the directors shall constitute a 

quorum for the transaction of business and the act of a majority of the directors present at any 

meeting at which there is a quorum shall be the act of the board of directors, except as may be 

otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not 

be present at any meeting of the board of directors the directors present thereat may adjourn the 

meeting from time to time, without notice other than announcement at the meeting, until a quorum 

shall be present. 

Section 9. Unless otherwise restricted by the certificate ofincorporation or these bylaws, any action required or permitted to be taken at any meeting ofthe board of directors or of any 

committee thereof may be taken without a meeting, if all members of the board or committee, as the 

case may be, consent thereto in writing, and the writing or writings are filed with the minutes of 

proceedings of the board or committee. 

Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may 

participate in a meeting of the board of directors, or any committee, by means of conference 

telephone or similar communications equipment by means of which all persons participating in the 

meeting can hear each other, and such participation in a meeting shall constitute presence in person 

at the meeting. 

CO:M:MITTEES OF DIRECTORS 

Section 11. The board of directors may, by resolution passed by a majority of the 

whole board, designate one or more committees, each committee to consist of one or more of the 

directors of the corporation. The board may designate one or more directors as alternate members 

of any committee, who may replace any absent or disqualified member at any meeting of the 

committee. 

4 HMJUFI\!NCORP.IlOCIOODEN I.CQU!SmONBYLAWSJlOC 
Any such committee, to the extent provided in the resolution of the board of 

directors, shall have and may exercise all the powers and authority of the board of directors in the 

management of business and affairs of the corporation, and may authorize the seal of the corporation 

to be affixed to all papers which may require it; but no such committee shall have the power or 

authority in reference to amending the certificate of incorporation, (except that a committee may, to 

the extent authorized in the resolution or resolutions providing for the issuance of shares of stock 

adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights 

of such shares relating to dividends, redemption, dissolution, any distribution of assets of the 

corporation or the conversion into, or the exchange of such shares for, shares of any other class or 

classes or any other series of the same or any other class or classes of stock of the corporation) 

adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease 

or exchange of all or substantially all of the corporation1s property and assets, recommending to the 

stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so 

provide, no such committee shall have the power or authority to declare a dividend or to authorize 

the issuance of stock or to adopt a certificate of ownership and merger. Such committee or 

committees shall have such name or names as may be determined from time to time by resolutions 

adopted by the board of directors. 

Section 12. Each committee shall keep regular minutes of its meetings and report the 

same to the board of directors when required. 

COMPENSATION OF DIRECTORS 

Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The 

directors may be paid their expenses, if any, of attendance at each meeting of the board of directors 

and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated 

salary as director. No such payment shall preclude any director from serving the corporation in any 

other capacity and receiving compensation therefor. Members of special or standing committees may 

be allowed like compensation for attending committee meetings. 

REMOVAL OF DIRECTORS 

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, 

any director or the entire board of directors may be removed, with or without cause, by the holders 

of a majority of shares entitled to vote at an election of directors. 

ARTICLE IV 

NOTICES 

Section 1. Whenever, under the provisions of the statutes or of the certificate of 

incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall 

not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed 

to such director or stockholder, at his address as it appears on the records of the corporation, with 

.. '.~ .. 5 
,r·"\ postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall 

< } be deposited in the United States mail. Notice to directors may also be given by telegram. 

Section 2. Whenever any notice is required to be given under the provisions of the 

statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed 

by the person or persons entitled to said notice, whether before or after the time stated therein, shall 

be deemed equivalent thereto. 

ARTICLE V 

OFFICERS 

Section 1. The officers of the corporation shall be chosen by the board of directors 

and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also 

choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any 

number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. 

Section 2. The board of directors at its first meeting after each annual meeting of 

stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer. 

Section 3. The board of directors may appoint such other officers and agents as it 

shall deem necessary who shall hold their offices for such terms and shall exercise such powers and 

perform such duties as shall be determined from time to time by the board. 

Section 4. The salaries of all officers and agents ofthe corporation shall be fixed by 

the board of directors. 

Section 5. The officers of the corporation shall hold office until their successors are 

chosen and qualify. Any officer elected or appointed by the board of directors may be removed at 

any time by the affinnative vote of a majority of the board of directors. Any vacancy occurring in any 

office ofthe corporation shall be filled by the board of directors. 

THE PRESIDENT 

Section 6. The president shall be the chief executive officer of the corporation, shall 

preside at all meetings of the stockholders and the board of directors, shall have general and active 

management of the business of the corporation and shall see that aU orders and resolutions of the 

board of directors are carried into effect. 

.. -..... 6 
r\ Section 7. He shall execute bonds, mortgages ancl'other contracts requiring a seal, 

\L .... ) under the seal of the corporation, except where required or permitted by law to be otherwise signed 

and executed and except where the signing and execution thereof shall be expressly delegated by the 

board of directors to some other officer or agent of the corporation. 

\. 

THE VICE PRESIDENTS 

Section 8. In the absence of the president or in the event of his inability or refusal to 

act, the vice president (or in the event there be more than one vice president, the vice presidents in 

the order designated by the directors, or in the absence of any designation, then in the order of their 

election) shall perform the duties of the president, and when so acting, shall have all the powers of 

and be subject to all the restrictions upon the president. The vice presidents shall perform such other 

duties and have such other powers as the board of directors may from time to time prescribe. 

THE SECRETARY AND ASSISTANT SECRETARY 

Section 9. The secretary shall attend all meetings of the board of directors and all 

meetings of the stockholders and record all the proceedings of the meetings of the corporation and 

of the board of directors in a book to be kept for that purpose and shall perform like duties for the 

standing committees when required. He shall give, or cause to be given, notice of all meetings of the 

stockholders and special meetings of the board of directors, and shall perform such other duties as 

may be prescribed by the board of directors or president, under whose supervision he shall be. He 

shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have 

authority to affix the same to any instrument requiring it and when so affixed, it may be attested by 

his signature or by the signature of such assistant secretary. The board of directors may give general 

authority to any other officer to affix the seal of the corporation and to attest the affixing by his 

signature. 

Section 10. The assistant secretary, or if there be more than one, the assistant 

secretaries in the order determined by the board of directors (or if there be no such determination, 

then in the order of their election) shall, in the absence of the secretary or in the event of his inability 

or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such 

other duties and have such other powers as the board of directors may from time to time prescribe. 

THE TREASURER AND ASSISTANT TREASURERS 

Section 11. The treasurer shall have the custody of the corporate funds and securities 

and shall keep full and accurate accounts of receipts and disbursements in books belonging to the 

corporation and shall deposit all moneys and other valuable effects in the name and to the credit of 

the corporation in such depositories as may be designated by the board of directors. 

Section 12. He shall disburse the funds of the corporation as may be ordered by the 

board of directors, taking proper vouchers for such disbursements, and shall render to the president 

and the board of directors, at its regular meetings, or when the board of directors so requires, an 

account of all his transactions as treasurer and of the financial condition of the corporation. 

Section 13. If required by the board of directors, he shall give the corporation a bond 

...... 7 
/'--.., (which shall be renewed every six years) in such sum and with such surety or sureties as shall be 

{i ~ "·· . .-~ satisfactory to the board of directors for the faithful performance of the duties of his office and for 

the restoration to the corporation, in case of his death, resignation, retirement or removal from office, 

of all books, papers, vouchers, money and other property of whatever kind in his possession or under 

his control belonging to the corporation. 

Section 14. The assistant treasurer, or ifthere shall be more than one, the assistant 

treasurers in the order determined by the board of directors (or if there be no such determination, then 

in the order of their election) shall, in the absence of the treasurer or in the event of his inability or 

refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such 

other duties and have such other powers as the board of directors may from time to time prescribe. 

ARTICLE VI 

CERTIFICATES FOR SHARES 

Section 1. The shares of the corporation shall be represented by a certificate or shall 

be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman 

or vice-chairman ofthe board of directors, or the president or a vice president and the treasurer or 

an assistant treasurer, or the secretary or an assistant secretary of the corporation. 

Within a reasonable time after the issuance or transfer of uncertified stock, the 

corporation shall send to the registered owner thereof a written notice containing the information 

required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or 

a statement that the corporation will furnish without charge to each stockholder who so requests the 

powers, designations, preferences and relative participating, optional or other special rights of each 

class of stock or series thereof and the qualifications, limitations or restrictions of such preferences 

and/or rights. 

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any 

officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon 

a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is 

issued, it may be issued by the corporation with the same effect as if he were such officer, transfer 

agent or registrar at the date of issue. 

LOST CERTIFICATES 

Section 3. The board of directors may direct a new certificate or certificates or 

uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the 

corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact 

by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such 

issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its 

discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen 

or destroyed certificate or certificates, or his legal representative, to advertise the same in such 

manner as it shall require and/or to give the corporation a bond in such sum as it may direct as 

indemnity against any claim that may be made against the corporation with respect to the certificate 

8 
/"~\ alleged to have been lost, stolen or destroyed. 

%_ _______ } 

TRANSFER OF STOCK 

Section 4. Upon surrender to the corporation or the transfer agent of the corporation 

of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation 

or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person 

entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt 

of proper transfer instructions from the registered owner of uncertificated shares such uncertificated 

shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares 

shall be made to the person entitled thereto and the transaction shall be recorded upon the books of 

the corporation. 

FIXING RECORD DATE 

Section 5. In order that the corporation may determine the stockholders entitled to 

notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent 

to corporate action in writing without a meeting, or entitled to receive payment of any dividend or 

other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, 

conversion or exchange of stock or for the purpose of any other lawful action, the board of directors 

may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before 

the date of such meeting, nor more than sixty days prior to any other action. A detennination of 

stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any 

adjournment of the meeting: provided, however, that the board of directors may fix a new record 

date for the adjourned meeting. 

REGISTERED STOCKHOLDERS 

Section 6. The corporation shall be entitled to recognize the exclusive right of a 

person registered on the books as the owner of shares to receive dividends, and to vote as such 

owner, and to hold liable for calls and assessments a person registered on its books as the owner of 

shares, and shall not be bound to recognize any equitable or other claim to or interest in such share 

or shares on the part of any other person, whether or not it shall have express or other notice thereof, 

except as otherwise provided by the laws of Delaware. 

9 
\. 

ARTICLE VII 

GENERAL PROVISIONS 

DIVIDENDS 

Section I. Dividends upon the capital stock of the corporation, subject to the 

provisions of the certificate of incorporation, if any, may be declared by the board of directors at any 

regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares 

of the capital stock, subject to the provisions of the certificate of incorporation. 

Section 2. Before payment of any dividend, there may be set aside out of any funds 

of the corporation available for dividends such sum or sums as the directors from time to time, in 

their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing 

dividends, or for repairing or maintaining any property of the corporation, or for such other purpose 

as the directors shall think conducive to the interest of the corporation, and the directors may modify 

or abolish any such reserve in the manner in which it was created. 

ANNUAL STATEMENT 

Section 3. The board of directors shall present at each annual meeting, and at any 

special meeting of the stockholders when called for by vote of the stockholders, a full and clear 

statement of the business and condition of the corporation. 

CHECKS 

Section 4. All checks or demands for money and notes of the corporation shall be 

signed by such officer or offic~rs or such other person or persons as the board of directors may from 

time to time designate. 

FISCAL YEAR 

Section 5. The fiscal year of the corporation shall coincide with the calendar year 

unless othetwise fixed by resolution of the board of directors. 

SEAL 

Section 6. The corporate seal shall have inscribed thereon the name of the 

corporation, the year of its organization am:J the words "Corporate Seal, Delaware". The seal may 

be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

.. -:··. 10 
{) 

\ 

INDEMNIFICATION 

Section 7. The Corporation shall indemnify to the fullest extent permitted by law any 

person who is or was a party to or witness or participant in, or is threatened to be made a party to 

or witness or participant in, any threatened, pending or completed action, suit or proceeding, whether 

criminal, civil, administrative or investigative, by reason of the fact that such person or such person's 

testator or intestate is or was a director, officer, employee or agent of the Corporation or serves or 

served at the request of the Corporation any other enterprise as a director, officer, employee or agent 

against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually 

and reasonably incurred by such person in connection with such action, suit or proceeding. Any and 

all expenses (including attorneys' fees) incurred by any such person in defending or settling any such 

action, suit or proceeding in advance ofthe final disposition of such action, suit or proceeding shall 

be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking by or on 

behalf of such person to repay such expenses if it shall ultimately be determined by a final judgment 

or other final adjudication that such person is not entitled to be indemnified by the Corporation as 

authorized by this by-law. The rights provided to any person by this by-law shall be enforceable 

against the Corporation by such person who shall be presumed to have relied upon it in serving or 

continuing to serve as a director, officer, employee or agent as provided above. No amendment of 

this by-law shall impair the rights of any person arising at any time with respect to events occurring 

prior to such amendment. For purposes oftbis by-law, the term ucorporation" shall include any 

predecessor of the Corporation and any constituent Corporation (including any constituent of a 

constituent) absorbed by the Corporation in a consolidation or merger; the term 11 0ther enterprise11 

shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at 

the request of the Corporation" shall include service as a director, officer or employee of the 

Corporation which imposes duties on, or involves services by such director, officer or employee with 

respect to any employee benefit plan, its participants or beneficiaries; any excise taxes assessed on 

a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and 

action by a person with respect to any employee benefit plan which such person reasonably believes 

to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not 

opposed to the best interests of the Corporation. 

ARTICLE VII 

AMENDMENTS 

Section 1. These by-laws may be altered, amended or repealed or new by-laws may 

be adopted by the stockholders or by the board of directors, when such power is conferred upon the 

board of directors by the certificate of incorporation at any regular meeting of the stockholders or 

of the board of directors or at any special meeting of the stockholders or of the board of directors if 

notice of such alteration, amendment, repeal or adoption of new byMlaws be contained in the notice 

of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board 

;•, 11 H:\AlUf1\!NCOl!P.DOOOGDEN ACQUISIDONBYU.WS.POC 
.. ,:---, of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders ::. ':; 

'Z. ) to adopt, amend or repeal by-laws. 

12 
EXHIBIT GAMA-8202 

Certificate of Incorporation and BylawsOperator Holding Inc. 
'lJe[aware PAGE 1 

%e :First State 

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT 

COPIES OF ALL DOCUMENTS ON FILE OF "OPERATOR HOLDING INC." AS 

RECEIVED AND FILED IN THIS OFFICE. 

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: 

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF 

SEPTEMBER, A.D. 2000, AT 2 O'CLOCK P.M. 

RESTATED CERTIFICATE, FILED THE FIFTEENTH DAY OF DECEMBER, 

A.D. 2000, AT 3 O'CLOCK P.M. 

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID 

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE 

AFORESAID CORPORATION, "OPERATOR HOLDING INC. ". 

3294711 8100H 

080230507 

You may verify this certificate online at corp.delaware.gov/authver.shtml 

Harriet Smith Windsor, Secretary of State 

AUTHENTICATION: 6408741 

DATE: 02-26-08 
SEP-28-2000 14=26 C T CORPORATION WASH DC 202 737 3237 P.10/13 

CERTIFICATE OF INCORPORATION 

OF 

OPERATOR HOLDING INC. 

* * * * * 

1. The name of the corporation Is: Operator Holding Inc. 

2. The aaaress of Its registered office In tne state of 

Delaware Is corporation Trust center, 1209 orange street, In tne 

Citv of Wilmington, countv of New castle. The name of Its 

registered agent at such address is The corporation Trust 

company. 

3. The nature of tne business or purposes to be conducted 

or promoted Is: 

To engage in any laWful act or activity for Whictl 

corporations may be organJzed under tne General corporation 

Law of Delaware. 

4. The total number of shares of stocK which the 

corporation shall have authorftv to Issue Is: Ten <1 O> and tne par 

value of each of such shares Is: one Hundred Dollars <S 100.001 

amounting In the aggregate to one Thousand Dollars C$100Cl.OO>. 

5. The name and mailing address of each Incorporator Is as 

fOIIO\NS: 

E.L. Kinsler 

M.C. Kinnamon 

STATE OF DELAWARE 

SECRETARY OF STATE 

IVISION OF CORPORATIONS 

ILED 02:00PM 09/28/2000 

001491773- 3294711 

1209 Orange Street 

Wilmington, DE 19801 

1209 Orange Street 

Wilmington, DE 19801 
SEP-28-2000 14=27 C T CORPORATION WASH DC 202 737 3237 P.11/13 

The name and mailing address of eacn person who Is to serve as 

a director until the first annual meeting of the stocl<ttolders or 

until a successor Is eJected and auallfled, is as follows: 

Gregory Thomas 3-5 Chemin des Tullerles, 1293- Bellevue 

Geneva, switzerland 

Zacharias Karelas 3-5 Chemin des Tullerles, 1293- Bellevue 

oeneva, swJtzerland 

George voyatzis 33 cnemin de L'Avanchet, 1216 Colntrln 

Geneva, switzerland 

6. The corporation is to have perpetual existence. 

7. In furtherance and not In limitation of the powers conferred 

bY statute, the board of directors Is expressly autnorrzed: 

To autnorlze and cause to be executed mortgages and Hens 

upon the real and personal property of the corporation. · 

To set apart out of any of the funds of the corporation avallat:>le 

for ctlvldencts a reserve or reserves for any proper purpose and to 

abolish any such reserve In the manner In which it was created. 

BY a maJority of the wnole board, to designate one or more 

committees, each committee to consist of one or more of the 

directors of the corporation. The board may designate one or 

more directors as alternate members of anv committee, who may 

replace any absent or disqualified member at any meeting of the 

committee. The by-laws may provide that In tne absence or 

disqualification of a member of a committee, the member or 

members thereof present at any meeting and not disQualified 

from voting, whether or not he or they constitute a quorum, may 

unanimously appoint another member of the board of directors 

to act at the meeting In tne place of any such absent or 

disqualified member. Any such committee, to the extent 

provJdedln the resolution of the board of directors, or In the bylavvs of the corporation, shall have ana may exercise all the powers and authorltv of the board of directors In the management of the 
SEP-28-2000 14=27 C T CORPORATION WASH DC 202 737 3237 P.12/13 

business and affairs of the corporation, and may autt1orlze the seal 

of the corporation to be affixed to all papers Which may require It; 

but no sucn committee shaH have the power or authority In 

reference to amending the certificate of Incorporation, adopting 

an agreement of merger or consolidation, recommending to the 

stockholders the sale, lease or exchange of all or substantially an of 

the corporation's property and assets, recommending to the 

stockholders a dlssoJutlon of the corporation or a revocation of a 

dissolution, or amending the by-Jaws of the corporation; ana, 

unless the resolution or by-tavvs expressly so provlae, no such 

committee shall nave the power or authority to declare a dividend 

or to authorize the issuance of stock. 

When and as authorized bY the stockholders In accordance with 

Jaw, to sell, lease or exchange all or substantially all of the property 

and assets of the corporation, Including Its good will and Its 

corporate franchises, upon such terms and conditions and for 

such consideration, Which may consist In Whole or In part of 

money or property Including shares of stock In, and/or other 

securities of, any other corporation or corporations, as Its board 

of directors shall deem expedient ana for the best Interests of tne 

corporation. 

a. Elections of directors need not be by written ballot unless 

the by-laws of the corporation shall so provide. 

Meetings of stockholders may be held within or wttnout the 

state of Delaware, as the by-laws may provide. The books of the 

corporation may be l<ept csubject to any provision contained In 

the statutes> outside the State of Delaware at such place or places 

as may be designated from time to tlme bY tne board of directors 

or In the by-laYJS of the corporation. 

9. me·corooratlon reserves the rrgnt to amend, alter, change 

or repeal any provision contained In this certificate of 

Incorporation, In the manner now or hereafter prescribed bY 

statute, and au rights conferrea upon stockholders herein are 

granted subJect to thls reservation. 
SEP-28-2000 14=28 C T CORPORATION WASH DC 202 737 3237 P.13/13 

1 o. A director of the corporation shall not be personally liable 

to the corporation or Its stockholders for monetary damages for 

breach of fiduciary duty as a director except for liability m for any breach of tne airector's dutv of loyalty to the corporation or Its 

stockholders, em for acts or omissions not In good faith or Which 

Involve Intentional misconduct or a knowing violation of Jaw, mn 

under section 174 of the Delaware General corporation taw, or <Iv> 

for any transaction from 'v'Vhlch the director derived any improper 

personal benefit. 

WE, THE UNDERSIGNED, being each of the Incorporators nerelnbefore named, for the purpose of forming a corporation 

pursuant to the General corporation taw of the State of Delaware, 

do make this certificate, hereby declaring and certifYing that thts 

Is our act and deed and the facts herein stated are true, and 

accordingly nave hereunto set our hands this 2 sth day of 

September 1 2000. 

E.L. Kinsler 

M.C. Kinnamon 
SECRETARY OF STATE 

JIVISTON OF CORPORATIONS . 

"ILED 03: 00 PM 12/15/2000 · 

001632043 - 3294711 

AIIEJfDED Alm RESTATED 

CERTIFICATE OF IRCORPORATIOII 

OF 

OPERATOR HOLDIXG ltfC. 

Operator Holding Inc., a corporation organized and existing under the 

laws of the State of Delaware corporation (the "Corporation"), hereby certifies 

as follows: 

FIRST: The Certificate· of Incorporation of the Corporation was filed 

in the office of the Secretary of State of the State of Delaware on September 28, 

2000. . 

SECOND: The Board of Directors of the Corporation, by unanimous 

consent dated the date hereof in accordance with Section 141 (ij of the Delaware 

General Corporation Law, duly adopted resolutions proposing and declaring 

advisable the amendment and restatement of the Certificate of Incorporation · 

(the "Amended and Restated Certificate of Incorporation") of the 

Corporation. 

THIRD: The Corporation has not received any payment for any of its 

capital stock. 

FOURTH: The Amended and Restated Certificate of Incorporation of 

the Corporation, which amends and restates in its entirety the Certificate of 

Incorporation of the Corporation, was duly adopted and approved in 

accordance with the requirements of Section 241 and Section 245 of the 

Delaware General Corporation Law and is set forth below~ 

Article 1. NAME 

The name of this cori»oration is Operator Holding Inc. {the 

"Corporation"). 
Article 2. REGISTERED OFFICE AND AGEN'T 

The registered office of the Corporation shall be located at 

Corporation Trust Center, 1209 Orange Street, Wilmington in the County of 

New Castle. The registered agent of the Corporation at such address shall be 

The Corporation Trust Company. 

Article 3. PURPOSE AND POWERS 

The purpose of the Corporation is to engage in any lawful act or 

activity for which corporations may be organized under the General 

Corporation Law of the State of Delaware (the "Delaware General corporation 

Law"). The Corporation shall have all power necessary or convenient to the 

conduct, promotion or attmnment of such acts and activities. · 

Article 4. CAPITAL STOCK 

4.1.Authorized Shares 

The total number of shares of all classes of stock that the 

Corporation shall have the authority to issue is 200, of which 100 of such 

shares shall be Class A Common Stock having a par value of $.01 per share 

("ClaM A Common Stock"), and 100 of such shares shall be Class B NonVoting Common Stockt having a par value of $.0 1 per share ("Class B NonVoting common Stocr and, together with the Class A Common Stock, the 

"Com.m.oD Stock"). 

. . 

4.2. Common Stock 

4.2.1. Relative Rights 

Except as set forth in Section 4.2.4, the Class A Common Stock 

and the Class B Non-Voting Common Stock shall have the same relative rights 

as and be identical to each other in all respects. Each share of Class A 

Common Stock shall have the same relative rights as and be identical in all 

respects to all the other shares of Class A Common Stock. Each share of Class. 

B Non-Voting Common Stock shall have the same relative rights as and be 

identical in all respects to all the other shares 0f Class B Non-Voting Common 

Stock. · 
4.2.2. Dividends 

Whenever there shall have been paid, or declared and set aside for 

payment, to the holders of shares of any class of stock having preference over 

the Common Stock as to the payment of dividends, the full amount of 

dividends and of sinking fund or retirement payments, if any, to which such 

holders are respectively entitled in preference to the Common Stock, then 

dividends may be paid on the Common Stock and on any class or series of 

stock entitled to participate therewith as to dividends, out of any assets legally 

available for the payment of dividends thereon, but only when and as declared 

by the Board of Directors of the Corporation. 

4.2.3. Disaolutio:a, Liquidation, Winding Up 

In the event of any dissolution, liquidation, or winding up of the 

Corpo~tion. whether voluntary or involuntary, the holders of the Common 

Stock, and holders of any class or series of stock entitled to participate 

therewith, in whole or in part, as to the distribution of assets in such event, 

shall become entitied to participate in the distribution of any assets of the 

Corporation remaining after the Corporation shall have paid, or provid~ for 

payment of. all debts and liabilities of the Corporation and after the 

Corporation shall have paid, or set aside for payment, to the holders of any 

class of stock having preference over the Common Stock in the event of 

dissolution, liquidation or winding up the full preferential amounts (if any} to 

which they are entitled. 

4.2.4. Voting Rights 

Each holder of shares of Class A Common Stock shall be entitled 

to attend all special and annual meetings of the stockholders of the 

Corporation and, share for share and without regard to class, together with the 

holders of all other classes of stock entitled to attend such meetings and to vote 

(except any class or series of stock having special voting rights), to cast one 

vote for each outstanding share of Class A Common Stock so held upon any 

matter or thing {including, without limitation, the election of one or more 

directors} properly considered and acted upon by the stockholders. 

No holder of shares of Class B Non-Voting Common Stock shall be 

entitled to vote on any matter. 

\\\DC . a·:;>S2S i l - "! \ 83f.>-11 v2 
' ' 

Article 5. BOARD OF DIRECTORS 

S.l.lllitial Dircc:ton; Number; Election 

The following persons, having the following mailing addresses, 

shall serve as the directors or the Corporation until the first annual meeting of 

the stockholders of the Corporation or until their successors are elected and 

qualified: 

NAJI:B JIA1LlNG ADDRBSB 

Robert H. McBride 282 Moody Street 

Waltham, MA 02453 USA 

Jane F. McBride 282 Moody Street 

Waltham, MA 02453 USA 

Linda B. Hardenbergh 282 Moody Street . Waltham, MA 02453 USA 

u•• 

Patricia Zinkowski 282 Moody Street 

Waltham, MA 02453 USA 

Gregory Thomas 3-5 Chemin des Tulleries, 1293- Bellevue 

Geneva. Switzerland 

David Hurley . Airport Business Center 

611 Access Road 

Stratford, CT 06615 USA. 

The number of directors of the Corporation shall be such number 

as from time to time shall be fixed by, or in the manner provided in, the bylaws 

of the Corporation. Unless and except to the extent that the bylaws of the 

Corporation shall otherwise require, the election of directors of the Corporation 

need not be by written ballot. Except as otherwise provided in this Certificate 

of Incorporation, each director of the Corporation shall be entitled to one vote 

per director on all matters voted or acted upon by the Board of Directors. 

\\\OC · 82525/1· "11636>11 v~ 
5.2. Manacement of Buaineaa and Affairs of the Corporation 

The business and affairs of the Corporation shall be managed by or 

under the direction of the Board of Directors. 

5.3. Limitation of Liability 

No director of the Corporation shall be liable to the Corporation or 

its stockholders for monetary damages for breach of fiduciary duty as a 

director, provided that this provision shall not eliminate or limit the liability of · 

a director (a) for any breach of the director's duty of loyalty to the Corporation 

or its stockholders; {b) for acts or omissions not in good faith or which involve 

intentional misconduct or a knowing violation of law; (c) upder- Section 174 of 

the Delaware General Corporation Law; or (d) for any transaction from which 

the director derived an improper personal benefit. Any repeal or modification 

of this Article 5.3 shall be prospective only and shall not adversely affect any 

right or protection of, or any limitation of the liability of, a director of the 

Corporation existing at. or arising out of facts or incidents occurring prior to, 

the effective date of such repeal or modification. 

Article 6. AMENDMENT OF BYLA ·Ns 

In furtherance and not in limitation of the powers conferred by the 

Delaware General Corporation Law, the Board of Directors of the Corporation is 

expressly authorized and empowered to adopt, amend and repeal the bylaws of 

the Corporation. 

Article 7. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF 

INCORPORATION 

The Corporation reserves the right at any time, and from time to 

time, to amend, alter, change, or repeal any provision contained in this 

Amended and Restated Certificate of Incorporation, and other provisions 

authorized by the laws of the State of Delaware at the time in force may be 

added or inserted, in the manner now or hereafter prescribed by law; and all 

rights, preferences, and privileges of any nature conferred upon stockholders, 

directors, or any other persons by and pursuant to this Certificate of 

Incorporation in its present form or as hereafter amended are granted subject 

to the rights reserved in this Article 7. 
Ilf WITNESS WHEREOF, each of the undersignedt being a director 

of the Corporation hereinabove named, here by certifies that the facts 

hereinabove stated are truly set forth, and accordingly executes this Amended 

and Restated Certificate of Incorporation this 15th day of December, 2000. 

I sl Gregoty Thomas 

Gregory Thomas 

Is I Zacharias Korelas 

Zacharias Korelas 

{sf George Vovatzis 

George Voyatzis 

\\ \UC- $2525/1- *1183641 v'J 
BY-LAWS 

OPERATOR HOLDING INC. 

(A Delaware Corporation) 

ARTICLE I 

STOCKHOLDERS 

1. CERTIFICATES REPRESENTING STOCK. Certificates 

representing stock in the corporation shall be signed by, or in 

the name of, the corporation by the Chairman or Vice-Chairman of 

the Board of Directors, if any, or by the President or a VicePresident and by the Treasurer or an Assistant Treasurer or the 

Secretary or an Assistant Secretary of the corporation. Any or 

all the signatures on any such certificate may be a facsimile. 

In case any officer, transfer agent, or registrar who has signed 

or whose facsimile signature has been placed upon a certificate 

shall have ceased to be such officer, transfer agent, or 

registrar before such certificate is issued, it may be issued by 

the corporation with the same effect as if he were such officer, 

transfer agent, or registrar at the date of issue. 

Whenever the corporation shall be authorized to issue more 

than one class of stock or more than one series of any class of 

stock, and whenever the corporation shall issue any shares of its 

stock as partly paid stock, the certificates representing shares 

of any such class or series or of any such partly paid stock 

shall set forth thereon the statements prescribed by the General 

Corporation Law. Any restrictions on the transfer or 

registration of transfer of any shares of stock of any class or 

series shall be noted conspicuously on the certificates 

representing such shares. 

The corporation has been authorized to issue One Hundred 

(100) Shares, $.01 Par Value, Class A Voting Stock ("Class A") 

and One Hundred (100) Shares, $.01 Par Value, Class B Non-Voting 

Stock ("Class B"). 

The corporation may issue a new certificate of stock or 

uncertificated shares in place of any certificate theretofore 

issued by it, alleged to have been lost, stolen, or destroyed, 

and the Board of Directors may require the owner of the lost, 

stolen, or destroyed certificate, or his legal representative, to 

give the corporation a bond sufficient to indemnify the 

corporation against any claim that may be made against it on 

C: \Documents and Settings\mlb\Local Settings\Temporary Internet Files\Content .Outlook\3QZN4AYI\By-Laws-operator holding .doc 
account of the alleged loss, 

certificate or the issuance 

uncertificated shares. 

theft, or destruction of any such 

of any such new certificate or 

2. UNCERTIFIED SHARES. Subject to any conditions imposed 

by the General Corporation Law, the Board of Directors of the 

corporation may provide by resolution or resolutions that some or 

all of any or all classes or series of the stock of the 

corporation shall be uncertificated shares. Within a reasonable 

time after the issuance or transfer of any uncertificated shares, 

the corporation shall send to the registered owner thereof the 

written notice prescribed by the General Corporation Law. 

3. FRACTIONAL SHARE INTERESTS. The corporation may, but 

shall not be required to, issue fractions of a share. If the 

corporation does not issue fractions of a share, it shall (1) 

arrange for the disposition of fractional interests by those 

entitled thereto, (2) pay in cash the fair value of fractions of 

a share as of the time when those entitled to receive such 

fractions are determined, or (3) issue scrip or warrants in 

registered form (either represented by a certificate or 

uncertificated) or bearer form (represented by a certificate) 

which shall entitle the holder to receive a full share upon the 

surrender of such scrip or warrants aggregating a full share. A 

certificate for a fractional share or an uncertificated 

fractional share shall, but scrip or warrants shall not unless 

otherwise provided therein, entitle the holder to exercise voting 

rights, to receive dividends thereon, and to participate in any 

of the assets of the corporation in the event of liquidation. 

The Board of Directors may cause scrip or warrants to be issued 

subject to the conditions that they shall become void if not 

exchanged for certificates representing the full shares or 

uncertificated full shares before a specified date, or subject to 

the conditions that the shares for which scrip or warrants are 

exchangeable may be sold by the corporation and the proceeds 

thereof distributed to the holders of scrip or warrants, or 

subject to any other conditions which the Board of Directors may 

impose. 

4. STOCK TRANSFERS. Upon compliance with provisions 

restricting the transfer or registration of transfer of shares of 

stock, if any, transfer or registration of transfers of shares of 

stock of the corporation shall be made only on the stock ledger 

of the corporation by the registered holder thereof, or by his 

attorney thereunto authorized by power of attorney duly executed 

and filed with the Secretary of the corporation or with a 

transfer agent or a registrar, if any, and, in the case of shares 

represented by certificates, on surrender of the certificate or 

certificates for such shares of stock properly endorsed and the 

payment of all taxes due thereon. 

2 
5. RECORD DATE FOR STOCKHOLDERS. For the purpose of 

determining the stockholders entitled to notice of or to vote at 

any meeting of stockholders or any adjournment thereof, or to 

express consent to corporate action in writing without a meeting, 

or entitled to receive payment of any dividend or other 

distribution or the allotment of any rights, or entitled to 

exercise any rights in respect of any change, conversion, or 

exchange of stock or for the purpose of any other lawful action, 

the directors may fix, in advance, a record date, which shall not 

be more than sixty days nor less than ten days before the date of 

such meeting, nor more than sixty days prior to any other action. 

If no record date is fixed, the record date for determining 

stockholders entitled to notice of or to vote at a meeting of 

stockholders shall be at the close of business on the day next 

preceding the day on which notice is given, or, if notice is 

waived, at the close of business on the day next preceding the 

day on which the meeting is held; the record date for determining 

stockholders entitled to express consent to corporate action in 

writing without a meeting, when no prior action by the Board of 

Directors is necessary, shall be the day on which the first 

written consent is expressed; and the record date for determining 

stockholders for any other purpose shall be at the close of 

business on the day on which the Board of Directors adopts the 

resolution relating thereto. A determination of stockholders of 

record entitled to notice of or to vote at any meeting of 

stockholders shall apply to any adjournment of the meeting; 

provided, however, that the Board of Directors may fix a new 

record date for the adjourned meeting. 

6. MEANING OF CERTAIN TERMS. As used herein in respect 

of the right to notice of a meeting of stockholders or a waiver 

thereof or to participate or vote thereat or to consent or 

dissent in writing in lieu of a meeting, as the case may be, the 

term "share" or "shares" or "share of stock" or "shares of stock" 

or "stockholder" or "stockholders" refers to an outstanding share 

or shares of stock and to a holder or holders of record of 

outstanding shares of stock when the corporation is authorized to 

issue only one class of shares of stock, and said reference is 

also intended to include any outstanding share or shares of stock 

and any holder or holders of record of outstanding shares of 

stock of any class upon which or upon whom the certificate of 

incorporation confers such rights where there are two or more 

classes or series of shares of stock or upon which or upon whom 

the General Corporation Law confers such rights notwithstanding 

that the certificate of incorporation may provide for more than 

one class or series of shares of stock, one or more of which are 

limited or denied such rights thereunder; provided, however, that 

no such right shall vest in the event of an increase or a 

decrease in the authorized number of shares of stock of any class 

3 
or series which is otherwise denied voting rights under 

provisions of the certificate of incorporation, except as 

provision of law may otherwise require. 

the 

any 

The term "Class A share" or "Class A shares" or "Class A 

share of stock" or "Class A shares of stock" or "Class A 

stockholder" or "Class A stockholders" refers to an outstanding 

share or shares of Class A stock and to a holder or holders of 

record of outstanding shares of Class A stock. The term "Class B 

share" or "Class B shares" or "Class B share of stock" or "Class 

B shares of stock" or "Class B stockholder" or "Class B 

stockholders" refers to an outstanding share or shares of Class B 

stock and to a holder or holders of record of outstanding shares 

of Class B stock. 

7. STOCKHOLDER MEETINGS. 

TIME. The annual meeting shall be held on the date 

and at the time fixed, from time to time, by the directors, 

provided, that the first annual meeting shall be held on a date 

within thirteen months after the organization of the corporation, 

and each successive annual meeting shall be held on a date within 

thirteen months after the date of the preceding annual meeting. 

A special meeting shall be held on the date and at the time fixed 

by the directors. 

PLACE. Annual meetings and special meetings shall be 

held at such place, within or without the State of Delaware, as 

the directors may, from time to time, fix. Whenever the 

directors shall fail to fix such place, the meeting shall be held 

at the office of the corporation in the State of Connecticut. 

CALL. Annual meetings and special meetings may be 

called by the directors or by an officer instructed by the 

directors to call the meeting. 

NOTICE OR WAIVER OF NOTICE. Written notice of all 

meetings shall be given, stating the place, date, and hour of the 

meeting and stating the place within the city or other 

municipality or community at which the list of stockholders of 

the corporation may be examined. The notice of an annual meeting 

shall state that the meeting is called for the election of 

directors and for the transaction of other business which may 

properly come before the meeting, and shall, (if any other action 

which could be taken at a special meeting is to be taken at such 

annual meeting) state the purpose or purposes. The notice of a 

special meeting shall in all instances state the purpose or 

purposes for which the meeting is called. The notice of any 

4 
meeting shall also include, or be accompanied by, any additional 

statement, information, or documents prescribed by the General 

Corporation Law. Except as otherwise provided by the General 

Corporation Law, a copy of the notice of any meeting shall be 

given, personally or by mail, not less than ten days nor more 

than sixty days before the date of the meeting, unless the lapse 

of the prescribed period of time shall have been waived, and 

directed to each stockholder at his record address or at such 

other address which he may have furnished by request in writing 

to the Secretary of the corporation. Notice by mail shall be 

deemed to be given when deposited, with postage thereon prepaid, 

in the United States mail. If a meeting is adjourned to another 

time, not more than thirty days hence, and/or to another place, 

and if an announcement of the adjourned time and/or place is made 

at the meeting, it shall not be necessary to give notice of the 

adjourned meeting unless the directors, after adjournment, fix a 

new record date for the adjourned meeting. Notice need not be 

given to any stockholder who submits a written waiver of notice 

signed by him before or after the time stated therein. 

Attendance of a stockholder at a meeting of stockholders shall 

constitute a waiver of notice of such meeting, except when the 

stockholder attends the meeting for the express purpose of 

objecting, at the beginning of the meeting, to the transaction of 

any business because the meeting is not lawfully called or 

convened. Neither the business to be transacted at, nor the 

purpose of, any regular or special meeting of the stockholders 

need be specified in any written waiver of notice. 

STOCKHOLDER LIST. The officer who has charge of the 

stock ledger of the corporation shall prepare and make, at least 

ten days before every meeting of stockholders, a complete list of 

the stockholders, arranged in alphabetical order, and showing the 

address of each stockholder and the number of shares registered 

in the name of each stockholder. Such list shall be open to the 

examination of any stockholder, for any purpose germane to the 

meeting, during ordinary business hours, for a period of at least 

ten days prior to the meeting, either at a place within the city 

or other municipality or community where the meeting is to be 

held, which place shall be specified in the notice of the 

meeting, or if not so specified, at the place where the meeting 

is to be held. The list shall also be produced and kept at the 

time and place of the meeting during the whole time thereof, and 

may be inspected by any stockholder who is present. The stock 

ledger shall be the only evidence as to who are the stockholders 

entitled to examine the stock ledger, the list required by this 

section or the books of the corporation, or to vote at any 

meeting of stockholders. 

CONDUCT OF MEETING. Meetings of the stockholders 

shall be presided over by one of the following officers in the 

5 
order of seniority and if present and acting, the Chairman of the 

Board, if any, the Vice-Chairman of the Board, if any, the 

President, a Vice-President, or, if none of the foregoing is in 

office and present and acting, by a chairman to be chosen by the 

stockholders. The Secretary of the corporation, or in his 

absence, an Assistant Secretary, shall act as secretary of every 

meeting, but if neither the Secretary nor an Assistant Secretary 

is present the Chairman of the meeting shall appoint a secretary 

of the meeting. 

PROXY REPRESENTATION. Every stockholder may 

authorize another person or persons to act for him by proxy in 

all matters in which a stockholder is entitled to participate, 

whether by waiving notice of any meeting, voting or participating 

at a meeting, or expressing consent or dissent without a meeting. 

Every proxy must be signed by the stockholder or by his attorneyin-fact. No proxy shall be voted or acted upon after three years 

from its date unless such proxy provides for a longer period. A 

duly executed proxy shall be irrevocable if it states that it is 

irrevocable and, if, and only as long as, it is coupled with an 

interest sufficient in law to support an irrevocable power. A 

proxy may be made irrevocable regardless of whether the interest 

with which it is coupled is an interest in the stock itself or an 

interest in the corporation generally. 

INSPECTORS. The directors, in advance of any meeting, 

may, but need not, appoint one or more inspectors of election to 

act at the meeting or any adjournment thereof. If an inspector 

or inspectors are not appointed, the person presiding at the 

meeting may, but need not, appoint one or more inspectors. In 

case any person who may be appointed as an inspector fails to 

appear or act, the vacancy may be filled by appointment made by 

the directors in advance of the meeting or at the meeting by the 

person presiding thereat. Each inspector, if any, before 

entering upon the discharge of his duties, shall take and sign an 

oath faithfully to execute the duties of inspector at such 

meeting with strict impartiality and according to the best of his 

ability. The inspectors, if any, shall determine the number of 

shares of stock outstanding and the voting power of each, the 

shares of stock represented at the meeting, the existence of a 

quorum, the validity and effect of proxies, and shall receive 

votes, ballots or consents, hear and determine all challenges and 

questions arising in connection with the right to vote, count and 

tabulate all votes, ballots or consents, determine the result, 

and do such acts as are proper to conduct the election or vote 

with fairness to all stockholders. On request of the person 

presiding at the meeting, the inspector or inspectors, if any, 

shall make a report in writing of any challenge, question or 

matter determined by him or them and execute a certificate of any 

fact found by him or them. 

6 
QUORUM. The holders of a majority of the outstanding 

shares of Class A stock shall constitute a quorum at a meeting of 

stockholders for the transaction of any business. The Class A 

stockholders present may adjourn the meeting despite the absence 

of a quorum. 

VOTING. Each Class A share of stock shall entitle the 

holder thereof to one vote. In the election of directors, a 

plurality of the votes cast shall elect. Any other action shall 

be authorized by a majority of the votes cast except where the 

General Corporation Law prescribes a different percentage of 

votes and/or a different exercise of voting power, and except as 

may be otherwise prescribed by the provisions of the certificate 

of incorporation and these By-Laws. In the election of 

directors, and for any other action, voting need not be by 

ballot. 

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action 

required by the General Corporation Law to be taken at any annual 

or special meeting of stockholders, or any action which may be 

taken at any annual or special meeting of stockholders, may be 

taken without a meeting, without prior notice and without a vote, 

if a consent in writing, setting forth the action so taken, shall 

be signed by the holders of outstanding Class A stock having not 

less than the minimum number of votes that would be necessary to 

authorize or take such action at a meeting at which all shares 

entitled to vote thereon were present and voted. Prompt notice 

of the taking of the corporate action without a meeting by less 

than unanimous written consent shall be given to those 

stockholders who have not consented in writing, if the action had 

been taken at a meeting, and who would have been entitled to 

notice of the meeting. 

ARTICLE II 

DIRECTORS 

1. FUNCTIONS AND DEFINITION. The business and affairs of 

the corporation shall be managed by or under the direction of the 

Board of Directors of the corporation. The Board of Directors 

shall have the authority to fix the compensation of the members 

thereof. The use of the phrase "whole board" herein refers to 

the total number of directors which the corporation would have if 

there were no vacancies. 

2. QUALIFICATIONS AND NUMBER. A director need not be a 

stockholder, a citizen of the United States, or a resident of the 

State of Delaware. The initial Board of Directors shall consist 

7 
of one person. Thereafter, the number of directors constituting 

the whole board shall be at least one. Subject to the foregoing 

limitation and except for the first Board of Directors, such 

number may be fixed from time to time by action of the 

stockholders or of the directors, or, if the number is not fixed, 

the number shall be one (1). The number of directors may be 

increased or decreased by action of the stockholders or of the 

directors. 

3. ELECTION AND TERM. The first Board of Directors, 

unless the members thereof shall have been named in the 

certificate of incorporation, shall be elected by the 

incorporator or incorporators and shall hold office until the 

first annual meeting of stockholders and until their successors 

are elected and qualified or until their earlier resignation or 

removal. Any director may resign at any time upon written notice 

to the corporation. Thereafter, directors who are elected at an 

annual meeting of stockholders, and directors who are elected in 

the interim to fill vacancies and newly created directorships, 

shall hold office until the next annual meeting of stockholders 

and until their successors are elected and qualified or until 

their earlier resignation or removal. In the interim between 

annual meetings of stockholders or of special meetings of 

stockholders called for the election of directors and/or for the 

removal of one or more directors and for the filling of any 

vacancy in that connection, newly created directorships and any 

vacancies in the Board of Directors, including unfilled vacancies 

resulting from the removal of directors for cause or without 

cause, may be filled by the vote of a majority of the remaining 

directors then in office, although less than a quorum, or by the 

sole remaining director. 

4 . MEETINGS. 

TIME. Meetings shall be held at such time as the 

Board shall fix, except that the first meeting of a newly elected 

Board shall be held as soon after its election as the directors 

may conveniently assemble. 

PLACE. Meetings shall be held at such place within or 

without the State of Delaware as shall be fixed by the Board. 

CALL. No call shall be required for regular meetings 

for which the time and place have been fixed. Special meetings 

may be called by or at the direction of the Chairman of the 

Board, if any, the Vice-Chairman of the Board, if any, of the 

President, or of a majority of the directors in office. 

8 
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice 

shall be required for regular meetings for which the time and 

place have been fixed. Written, oral, or any other mode of 

notice of the time and place shall be given for special meetings 

in sufficient time for the convenient assembly of the directors 

thereat. Notice need not be given to any director or to any 

member of a committee of directors who submits a written waiver 

of notice signed by him before or after the time stated therein. 

Attendance of any such person at a meeting shall constitute a 

waiver of notice of such meeting, except when he attends a 

meeting for the express purpose of objecting, at the beginning of 

the meeting, to the transaction of any business because the 

meeting is not lawfully called or convened. Neither the business 

to be transacted at, nor the purpose of, any regular or special 

meeting of the directors need be specified in any written waiver 

of notice. 

QUORUM AND ACTION. A majority of the whole Board 

shall constitute a quorum except when a vacancy or vacancies 

prevents such majority, whereupon a majority of the directors in 

office shall constitute a quorum, provided, that such majority 

shall constitute at least one-third of the whole Board. A 

majority of the directors present, whether or not a quorum is 

present, may adjourn a meeting to another time and place. Except 

as herein otherwise provided, and except as otherwise provided by 

the General Corporation Law, the vote of the majority of the 

directors present at a meeting at which a quorum is present shall 

be the act of the Board. The quorum and voting provisions herein 

stated shall not be construed as conflicting with any provisions 

of the General Corporation Law and these By-Laws which govern a 

meeting of directors held to fill vacancies and newly created 

directorships in the Board or action of disinterested directors. 

Any member or members of the Board of Directors or of any 

committee designated by the Board, may participate in a meeting 

of the Board, or any such committee, as the case may be, by means 

of conference telephone or similar communications equipment by 

means of which all persons participating in the meeting can hear 

each other. 

CHAIRMAN OF THE MEETING. The Chairman of the Board, 

if any and if present and acting, shall preside at all meetings. 

Otherwise, the Vice-Chairman of the Board, if any and if present 

and acting, or the President, if present and acting, or any other 

director chosen by the Board, shall preside. 

5 . REMOVAL OF DIRECTORS. Except 

provided by the General Corporation Law, 

entire Board of Directors may be removed, 

9 

as may otherwise be 

any director or the 

at any time, with or 
without cause, by the holders of a majority of the shares then 

entitled to vote at an election of directors. 

6. COMMITTEES. The Board of Directors may, by 

resolution passed by a majority of the whole Board, designate one 

or more committees, each committee to consist of one or more of 

the directors of the corporation. The Board may designate one or 

more directors as alternate members of any committee, who may 

replace any absent or disqualified member at any meeting of the 

committee. In the absence or disqualification of any member of 

any such committee or committees, the member or members thereof 

present at any meeting and not disqualified from voting, whether 

or not he or they constitute a quorum, may unanimously appoint 

another member of the Board of Directors to act at the meeting in 

the place of any such absent or disqualified member. Any such 

committee, to the extent provided in the resolution of the Board, 

shall have and may exercise the powers and authority of the Board 

of Directors in the management of the business and affairs of the 

corporation with the exception of any authority the delegation of 

which is prohibited by Section 141 of the General Corporation 

Law, and may authorize the seal of the corporation to be affixed 

to all papers which may require it. 

7 . WRITTEN ACTION. Any action required or permit ted to 

be taken at any meeting of the Board of Directors or any 

committee thereof may be taken without a meeting if all members 

of the Board or committee, as the case may be, consent thereto in 

writing, and the writing or writings are filed with the minutes 

of proceedings of the Board or committee. 

ARTICLE III 

OFFICERS 

The officers of the corporation shall consist of a 

President, a Secretary, a Treasurer, and, if deemed necessary, 

expedient, or desirable by the Board of Directors, a Chairman of 

the Board, a Vice-Chairman of the Board, an Executive VicePresident, one or more other Vice-Presidents, one or more 

Assistant Secretaries, one or more Assistant Treasurers, and such 

other officers with such titles as the resolution of the Board of 

Directors choosing them shall designate. Except as may otherwise 

be provided in the resolution of the Board of Directors choosing 

him, no officer other than the Chairman or Vice-Chairman of the 

Board, if any, need be a director. Any number of offices may be 

held by the same person, as the directors may determine. 

Unless otherwise provided in the resolution choosing him, 

each officer shall be chosen for a term which shall continue 

10 
until the meeting of the Board of Directors following the next 

annual meeting of stockholders and until his successor shall have 

been chosen and qualified. 

All officers of the corporation shall have such authority 

and perform such duties in the management and operation of the 

corporation as shall be prescribed in the resolutions of the 

Board of Directors designating and choosing such officers and 

prescribing their authority and duties, and shall have such 

additional authority and duties as are incident to their office 

except to the extent that such resolutions may be inconsistent 

therewith. The Secretary or an Assistant Secretary of the 

corporation shall record all of the proceedings of all meetings 

and actions in writing of stockholders, directors, and committees 

of directors, and shall exercise such additional authority and 

perform such additional duties as the Board shall assign to him. 

Any officer may be removed, with or without cause, by the Board 

of Directors. Any vacancy in any office may be filled by the 

Board of Directors. 

ARTICLE IV 

INDEMNIFICATION 

1. ACTIONS BY OR IN THE RIGHT OF A CORPORATION. Any 

person made a party to an action by or in the right of the 

corporation to procure a judgment in its favor by reason of the 

fact that he, his testator or intestate, is or was a director or 

officer of the corporation shall be indemnified by the 

corporation against the reasonable expenses, including attorneys 

fees, actually and necessarily incurred by him in connection with 

the defense of such action or in connection with an appeal 

therein, to the fullest extent permitted by the General 

Corporation Law or any successor thereto. 

2 . ACTION OR PROCEEDING OTHER THAN BY OR IN THE RIGHT OF 

THE CORPORATION. Any person made or threatened to be made a 

party to an action or proceeding other than one by or in the 

right of the corporation to procure a judgment in its favor, 

whether civil or criminal, including an action by or in the right 

of any other corporation of any type or kind, domestic or 

foreign, which any Director or officer of the corporation served 

in any capacity at the request of the corporation, by reason of 

the fact that he, his testator or intestate, was a director or 

officer of the corporation, or served such other corporation in 

any capacity, shall be indemnified by the corporation against 

judgments, fines, amounts paid in settlement and reasonable 

expenses, including attorneys fees actually and necessarily 

incurred as a result of such action or proceeding, or any appeal 

11 
therein, if such director or officer acted in good faith for the 

purpose which he reasonably believed to be in the proceedings, in 

which he had no reasonable cause to believe that his conduct was 

unlawful. The termination of any such civil or criminal action 

or proceeding by judgment, settlement, conviction or upon a plea 

of nolo contendere, or its equivalent, shall not in itself create 

a presumption that any such director or officer did not act in 

good faith for a purpose which he reasonable believed to be in 

the best interests of the corporation or that he had reasonable 

causes to believe that his conduct was unlawful. 

3. OPINION OF COUNSEL. In taking any action or making 

any determination pursuant to this Article, the Board of 

Directors and each director, officer or employee whether or not 

interested in any such action or determination, may rely upon an 

opinion of counsel selected by the Board. 

4. OTHER INDEMNIFICATION, LIMITATION. The corporation's 

obligations under this Article shall not be exclusive or in 

limitation of but shall be in addition to any other rights to 

which any such person may be entitled under any other provision 

of these By-Laws, or by contract, or as a matter of law, or 

otherwise. All of the provisions of this Article IV of the ByLaws shall be valid only to the extent permitted by the 

Certificate of Incorporation and the laws of the State of 

Delaware. 

ARTICLEV 

MISCELLANEOUS PROVISIONS 

1. CORPORATE SEAL. The corporate seal shall have 

inscribed thereon the name of the corporation and shall be in 

such form as the Board of Directors may from time to time 

determine. 

2. FISCAL YEAR. The fiscal year of the corporation shall 

be the twelve ( 12) month period prescribed by the Board of 

Directors. 

3. CHECKS AND NOTES. All checks and demands for money 

and notes or other instrument evidencing indebtedness or 

obligations of the corporation shall be signed by such officer or 

officers or other person or persons as shall be authorized from 

time to time by the Board of Directors. 

12 
ARTICLE VI 

CONTROL OVER BY -LAWS 

Subject to the provisions of the certificate of 

incorporation and the provisions of the General Corporation Law, 

the power to amend, alter or repeal these By-Laws and to adopt 

new By-Laws may be exercised by the Board of Directors. 

13 
EXHIBIT GAMA-8203 

Shareholders Agreement- Operator Holding Inc. 
SHAREHOLDERS AGREEMENT 

AGREEMENT made as of this \~day of~~~~,-.,~08 by 

and among OPERATOR HOLDING, INC., a corporation organized 

and existing under the laws of the State of Delaware and 

having an office at 31 Brookside Drive, Greenwich, 

Connecticut 06830 (the "Corporation"), Merritt Property 

LLC, a limited liability company organized and existing 

under the laws of the state of Delaware and having an office 

at 31 Brookside Drive, Greenwich, Connecticut 06830 

("Merritt"), Gama Holdings Ltd., a corporation organized and 

existing under the laws of England ("Gama"), Thomas Connelly 

("Connelly") having an address of 269 Puritan Road, 

Fairfield, CT 06824 and Thomas Miller, ("Miller") having an 

address of 19 Lester Street, Milford, CT 06460 (the 

aforementioned Merritt, Gama and the aforementioned 

individuals are hereinafter sometimes collectively referred 

to as "Shareholders" and each individually as 

"Shareholder"). 

WHEREAS, 

Corporation's no 

outstanding; and 

One 

par 

hundred (100) shares 

value common stock are 

of the 

presently 

WHEREAS, the Shareholders each own the number of 

shares set forth below opposite their respective names: 

Merritt 51 

Gama 25 

Connelly 12 

Miller 12 

WHEREAS, the parties hereto desired to enter into an 

agreement which will govern the relationship of the parties 

with each other during the continuance of the business of the 

Corporation, restrict the transfer of shares of the 

Corporation's common stock owned by the parties and provide 

for, among other things, the purchase by the Corporation 

and/or its Shareholders of the shares of common stock now or 

hereafter owned by the Shareholders in the event of the 

withdrawal, disability or death of the Shareholders. 
NOW, THEREFORE, in consideration of the mutual 

promises and covenants contained herein, the parties agree as 

follows: 

1. Certificate of Incorporation and By-Laws. The Shareholders 

agree that whenever the By-Laws of the Corporation and its 

Certificate of Incorporation conflict with the provisions of 

this Agreement, said By-Laws and Certificate of 

Incorporation shall be amended to conform to the provisions 

of this Agreement. The directors and officers of the 

Corporation are hereby directed, authorized and empowered to 

take any and all steps and to execute any and all documents 

or instruments necessary to amend the By-Laws of the 

Corporation and its Certificate of Incorporation to effect 

the purpose and intent of this Agreement. However, and 

except as provided above, the By-Laws of the Corporation and 

its Certificate of Incorporation shall be amended only in 

accordance with the provisions of the laws of its state of 

incorporation. 

2. Issuance of Additional Stock. No further shares of stock 

shall be issued by the Corporation without the written 

consent of the Shareholders. Any dilution of the percentage 

interest of the Shareholders, subsequently agreed upon by 

the Shareholders, shall only be in proportion to the 

percentage interest which the Shareholders presently own. 

3 . Management and Operations of the Corporation. 

3. 1 Number of Directors. The Corporation shall have 

the following five (5) directors: 

John P. Tesei 

Robert McBride 

Marwan Khalek 

Thomas Connelly 

Thomas Miller 

Each Shareholder agrees to nominate and cast his vote as a 

Shareholder of the Corporation in order to elect the 

directors in accordance with this Paragraph 3.1 so long as 

he shall be a Shareholder of the Corporation, and this 

Agreement remains in effect. In the event that any 

2 
Shareholder ceases to own all of his shares, he shall 

immediately resign as a director of the Corporation in the 

case of Connelly Miller; in the case of Merritt, John P. 

Tesei and Robert McBride shall resign; and in the case of 

Gama, Marwan Khalek shall resign. Merritt shall have the 

right to replace John P. Tesei or Robert McBride as a 

Director in its discretion. Gama shall have the right to 

replace Marwan Khalek as a Director in its discretion. 

3. 2 Major Policy Decisions, etc. Policy matters, 

including, without limitation, the following, shall be 

subject to a resolution of the Board of Directors approved 

by at least three (3) Directors and approved by Shareholders 

owning collectively at least 75% of the issued and 

outstanding shares of the Corporation: 

(a} Decisions regarding the location of the 

Corporation's business and/or inventory. 

(b) Decisions to change the nature of the 

Corporation's business. 

(c) Decisions regarding the issuance of 

stock of the Corporation. 

(d) Decisions regarding the sale of all or 

substantially all of the Corporation's stock or assets. 

(e) Decisions regarding the acquisition of 

the stock or assets of another entity. 

(f) Decisions regarding the structure of the 

Corporation as a legal or tax entity. 

(g) Decisions regarding the incurrence of 

debt or liens from third parties or lending institutions in 

an amount exceeding $50,000.00. 

dividends. 

contributions 

Shareholders. 

{h) Decisions regarding the declaration of 

( i) 

of 

Decisions 

or loans 

regarding additional 

to the Corporation 

capital 

by the 

(j) Decisions regarding capital purchases or 

entering into leases for amounts exceeding $50,000.00. 

3 
Shares of a Shareholder shall not succeed to such rights 

without the written consent of the remaining Shareholders 

owning at least 51% of the outstanding common stock of the 

Company. 

3. 6 Financing. Any funds required by the 

Corporation for capital expenditures and working capital in 

excess of its paid in capital shall be procured by the 

Corporation through loans or other financing arrangements 

from banks or other financial organizations, and/or the 

Shareholders equally as loans and/or capital contributions 

as determined by resolution of the Board of Directors from 

time to time approved by at least three ( 3) Directors and 

approved by Shareholders owning collectively at least 75% of 

the issued and outstanding shares of the Corporation. In 

the event that one Shareholder (a "Defaulting Shareholder") 

fails to make an additional capital contribution within 

thirty (30) days after the unanimous decision of the Board 

of Directors to require additional contributions of 

Shareholders, the Shareholder(s) who make(s) such additional 

capital contribution shall be entitled to treat the amounts 

of additional capital contributions as loans to the 

Corporation which loans shall bear interest, payable 

monthly, at the rate of interest of ten (10%) percent per 

annum, and be payable on demand from the assets of the 

Corporation prior to payment of dividends, liquidating 

distributions or the like, to the Defaulting Shareholder. 

In the event the Shareholders or any of the Shareholders are 

required to guarantee any debts of the Corporation, the 

Shareholders shall indemnify and hold the guarantying 

Shareholder harmless from and against any and all costs and 

expenses he shall incur or sustain, arising out of or in 

connection with the Corporation's failure to repay its debt. 

4 • Transfer of Stock and Termination. 

4 . 1 General Restriction. No Shareholder shall sell, 

assign, transfer, pledge, hypothecate, or in any other 

manner dispose of any of his shares of stock or any interest 

therein or any certificates representing any shares except 

in accordance with the terms and conditions hereinafter set 

forth. 

4. 2 Right of First RefusaL The following provisions 

as contained in this subparagraph shall be effective on 

January 1, 2010. In the event one of the Shareholders (the 

"Offering Shareholder") receives a bona fide offer to 

5 
purchase all of his shares which he is willing to accept he 

shall offer the other Shareholders and the Corporation a 

right of first refusal to purchase such shares for the cash 

equivalent of the price and upon the same terms as the 

offer, and upon the following terms and conditions: 

in writing, 

as Federal 

Corporation, 

Shareholders, 

indicate the 

"Notice"). 

(a) Any offer under this paragraph shall be 

by recognized overnight delivery service (such 

Express or DHL), to the office of the 

and to the last known address of the other 

as specified in Paragraph 5.6 below, and shall 

party offering to purchase such shares (the 

(b) Within thirty (30) days of the delivery 

of the notice to the Corporation and the other Shareholders, 

the Corporation and/or the other Shareholders shall either 

agree in writing to purchase the shares proposed to be 

transferred on a pro rata basis or otherwise as they may 

agree in writing, or notify, as specified in Paragraph 5.6 

below, the Offering Shareholder that it and/or they do not 

wish to purchase such shares. 

(c) In the event the Corporation and/or the 

other Shareholders accept the offer to purchase the shares 

of the Offering Shareholder, the purchase price shall be 

paid as provided in the Notice against receipt at the 

closing of the Offering Shareholder's shares, free and clear 

of any liens, claims or encumbrances. The closing shall be 

held at the Corporation's offices within thirty ( 30) days 

after the acceptance of the offer to purchase. 

(d) If the Corporation and/or the other 

Shareholders do not accept the offer in the required thirty 

(30) day time period, and provided that the other 

Shareholders agree in writing to the proposed sale to the 

third party, the Offering Shareholder shall be free to sell 

such shares to the party offering to purchase his shares 

(the "Third Party") but only upon the same terms and 

conditions as had been set forth in the offer to the 

Corporation and the other Shareholders. If there is no 

closing of such sale within thirty (30) days after 

expiration of the offer to the Corporation and the other 

Shareholders, or if there is a default by the Third Party, 

the Offering Shareholder shall remain subject to the terms, 

provisions and conditions of this Agreement (including this 

Paragraph 4.2 if he receives another offer to purchase all 

of his shares). 

6 
(e) If the Corporation and/or the other 

Shareholders do not accept the offer in the required thirty 

(30) day time period and the other Shareholders do not agree 

to the proposed sale to the Third Party, the Offering 

Shareholder shall not be free to sell such shares to the 

Third Party and shall remain subject to the terms, 

provisions and conditions of this Agreement (including this 

Paragraph 4.2 if he receives another offer to purchase all 

of his shares) . 

(f) Notwithstanding the foregoing, if the 

Corporation and/or the other Shareholders do not accept an 

offer as aforesaid in the required thirty (30) day time 

period and the other Shareholders do not agree to a sale of 

the Offering Shareholder's shares to a third party during 

the six ( 6) months period subsequent to receipt of the 

Notice, the Offering Shareholder shall thereafter be free to 

sell such shares to the Third Party but only upon the same 

terms and conditions as had been set forth in the Notice to 

the Corporation and the other Shareholders. 

4 • 3 Incompetency and Disability. 

(a) A Shareholder (in the case of Connelly 

or Miller only) shall be considered "incompetent" for 

purposes of this Agreement when such Shareholder ceases and 

fails, to properly discharge his responsibilities and 

duties as an officer and/or director of the Corporation by 

acting irrationally and by failing to act in the 

Corporation's best interest. If the majority in common 

stock ownership of the Shareholders believes that another 

Shareholder has become "incompetent", they shall deliver 

written notice to the purportedly "incompetent" 

Shareholder, which notice shall specify the reasons why 

they believe the Shareholder is not properly discharging 

such responsibilities and duties. Within ten (10) business 

days of the delivery of said notice, the purportedly 

"incompetent" Shareholder shall have the right to contest, 

in good faith, the other Shareholders' determination that 

he is "incompetent" by delivering written notice to the 

other Shareholders of his disagreement. In such event the 

purportedly "incompetent" Shareholder agrees to submit the 

resolution of this dispute to arbitration pursuant to 

Paragraph 5.12 below. 

"disability" 

(b) For 

shall mean 

purposes of this Agreement, 

the probable physical inability of 

7 
any of the Shareholders to properly discharge his 

responsibilities and duties· as an officer and/or director of 

the Corporation for a period of twelve ( 12) consecutive 

months. If the majority in common stock ownership of the 

Shareholders (the "Initiating Shareholders") believes 

another Shareholder is ''disabled", they shall deliver 

written notice to the purportedly "disabled" Shareholder, 

which notice shall specify the reasons why they believe the 

other Shareholder is "disabled". Within ten (10) business 

days from the delivery of said notice, the purportedly 

"disabled" Shareholder shall have the right to contest, in 

good faith, the Initiating Shareholders' determination of 

"disability" by delivering written notice to the Initiating 

Shareholders of his disagreement. The Shareholders agree to 

submit resolution of this dispute to arbitration pursuant to 

Paragraph 5.12 below. 

{c) In the event that a Shareholder becomes 

"incompetent" in the affairs of the Corporation or 

"disabled" (such determination being uncontested or the 

finding of an insurance procedure or arbitration) as defined 

in Paragraph 4.3(a) and 4.3(b) above, the Corporation shall 

purchase, and the incompetent or disabled Shareholder or his 

representative, as the case may be, shall sell the 

incompetent or disabled Shareholder's shares to the 

Corporation, at stipulated value as defined in Paragraph 

4.3(d) below, but in no case shall the shares be less than 

$6,800.00 per share. Any such purchase of such shares shall 

be upon the following terms and conditions: 

(i) The purchase price for any purchase 

under this paragraph shall be payable within one (1) year of 

the determination of "incompetence" or ndisabili ty" in the 

manner provided in this Paragraph 4. 3 {c) {the "Disability 

Closing"). 

(d) The stipulated value of stock to be sold 

by the Shareholders pursuant to Paragraph 4.3(a) and 4.3(b) 

above, unless and until changed as provided hereinafter, 

shall be Six Thousand Eight Hundred and 00/100 ($6,800.00) 

Dollars per share. Within six (6) consecutive months 

following the end of each fiscal year of the Corporation, 

the Shareholders and the Corporation agree to redetermine 

the value of each share of stock as of the last day of the 

prior fiscal year and shall indicate such value by 

endorsement on the Schedule attached hereto and made a part 

hereof. Such endorsement shall take the following form: 

8 
"The undersigned mutually agree on 

that for the purpose 

4. 3 (d) of this Shareholders Agreement, each 

common Stock of the Corporation has 

this day of 

of Paragraph 

share of the 

a value of 

n ($ _____ _ Dollars. Signed: ---------------------------

If for any reason the Shareholders and the Corporation 

fail to make a redetermination of stipulated value for a 

particular year, the last previously stipulated value shall 

control. 

4. 4 Death. Upon the death of a Shareholder {in the 

case of Connelly and Miller only), the Corporation shall 

purchase and the estate of the deceased Shareholder shall 

sell the deceased Shareholder's shares to the Corporation at 

stipulated value, as defined in Paragraph 4.3(d) above, but 

in no case shall the shares be worth less than $6,800.00 per 

share. The sale shall take place within six ( 6) months 

after the date of death of the Shareholder. 

4. 5 WithdrawaL In the event one of the Shareholders 

(the "Withdrawing Shareholder") wishes to withdraw from the 

Corporation, he shall offer the Corporation and the other 

Shareholders an option to purchase his shares at "stipulated 

value" as defined in Paragraph 4.3(d) on a pro rata basis or 

otherwise as they may agree in writing. Any such purchase 

shall be upon the following terms and conditions: 

(a) Any offer under this paragraph shall be 

in writing, by recognized overnight courier service, to the 

office of the Corporation. 

{b) Within thirty (30) days of the delivery 

of said offer to the Corporation and the other Shareholders, 

the Corporation and/or the other Shareholders shall either 

agree in writing to purchase all of the shares proposed to 

be transferred or notify, as specified in Paragraph 5. 6 

below, the Withdrawing Shareholder that it and/ or they do 

not wish to purchase such shares. 

(c) In the event the Corporation accepts the 

offer to purchase the shares of the Withdrawing Shareholder, 

the purchase price shall be paid within ninety ( 90) days 

after the date on which the Corporation accepts the offer to 

purchase the shares of the Withdrawing Shareholder (the 

"Withdrawal Closing"). 

9 
(d) If the Corporation and/or the other 

Shareholders do not accept the offer in the required thirty 

(30) day time period, the Withdrawing Shareholder shall seek 

a suitable third party to purchase all or part of his shares 

(the "Third Party") . If there is no closing of such sale 

within six (6) months after expiration of the offer to the 

Corporation and the other Shareholders (the "Offer Date"), 

the Corporation and/or the other Shareholders shall then be 

obligated to purchase the shares of the Withdrawing 

Shareholder at "stipulated value" and as specified in 

Paragraph 4.5(c) above. 

4. 6 Termination of Employment. Upon the termination 

of the employment of a Shareholder (in the case of Connelly 

and Miller only) with the Corporation, the Corporation shall 

purchase and the Shareholder shall sell his shares to the 

Corporation at stipulated value, as defined in Paragraph 

4.3(d) above, but in no case shall the shares be less than 

$6,800.00 per share. The sale shall take place within 

ninety ( 90) days after the date of employment termination 

with the Company of the Shareholder. 

4. 7 Involuntary Transfers. In the event of the 

transfer of a Shareholder's shares by operation of law or 

other involuntary transfer (but not including death or 

disability) to any person other than as specified above, the 

transferring Shareholder shall notify the Corporation in 

writing no later than sixty (60) days prior to the proposed 

transfer. The Corporation may purchase, within forty-five 

(45) days of such notice, upon written notice to the 

transferring Shareholder all the shares to be transferred. 

The purchase price shall be the book value (excluding the 

value of intangible assets such as good will) of the shares 

on the date of the Corporation's notice, as determined or 

caused to be determined by the certified public accountant 

servicing the Corporation's account in accordance with 

Generally Accepted Accounting Principals consistent with 

historical practices and whose determination shall be final 

and binding. This amount may be paid pro rata in equal 

installments over a period not to exceed five ~years with 

the first payment due within sixty (60) days of the date of 

the purchase notice to the transferring Shareholder. The 

transferring Shareholder shall, prior to the close of 

business on the date specified for the purchase as set forth 

herein, deliver to the Corporation the certificates 

10 
representing the shares to be purchased, each certificate to 

be properly endorsed for transfer. 

5 . Miscellaneous . 

5. 1 Binding Effect. This Agreement shall be binding 

upon and inure to the benefit of the parties hereto, their 

respective successors, assigns, heirs, executors, or 

administrators. However, this paragraph shall not be 

construed to entitle any party to this Agreement to assign 

his shares except in accordance with the provisions of this 

Agreement. 

5.2 ApplicableLaw. The validity, 

performance of this Agreement shall be 

interpreted in accordance with the laws 

Connecticut. 

construction, and 

governed by and 

of the State of 

5. 3 Entire Agreement. This Agreement shall supersede 

any prior Agreements or understandings amongst the parties 

with respect to the subject matter hereof. 

5. 4 Amendment. No amendment, addition or other 

change in the provisions of this Agreement shall be 

effective or binding on the parties hereto unless set forth 

in writing and executed by both of the parties hereto. 

5. 5 Non-Waiver. No omission or delay on the part 

of any party hereto in requiring due and punctual 

performance by the other party(s) hereto of the obligations 

of the other party(s) hereto as set forth in this Agreement 

shall be deemed to constitute a waiver of rights to require 

performance of any other obligations hereunder, whether 

similar or otherwise, or a waiver of any remedy it might 

have hereunder. 

5. 6 Notices. All notices required or permitted to 

be given pursuant or in reference to this Agreement shall be 

in writing and shall be valid and sufficient if sent by 

recognized overnight courier service to the address of the 

particular party set forth at the beginning of this 

Agreement or at such other address as the recipient party 

hereto may hereinafter designate in writing for purposes of 

receiving such notices. 

11 
endorsed 

subject 

writing 

legend: 

5.7 Legend. Reference to this Agreement shall be 

on all stock certificates of the Corporation 

to this Agreement now or hereafter issued, by 

or stamping thereof, the following (or a similar) 

"This certificate and the stock 

represented thereby, and the sale, 

transfer, gift, pledge, bequest, devise, 

encumbrance or other disposition 

thereof, is subject to the terms of an 

Agreement between Operator Holding, Inc. 

and its Shareholders dated as of 

~LC... . \ 2008, a copy of which 

Agreement and any schedules and 

amendments thereto are on file at the 

principal office of Operator Holding, 

Inc.n. 

5. 8 Severability. In the event that any provision 

herein is held to be invalid or void by any court of 

competent jurisdiction, the same shall be deemed severable 

from the remainder of this Agreement and shall in no way 

affect any other provision herein contained. 

5. 9 Counterparts. This Agreement may be executed 

in any number of counterparts and each such counterpart 

shall be deemed to be an original instrument, but all such 

counterparts together shall constitute but one agreement. 

5. 10 Headings. The paragraph headings contained in 

this Agreement are for reference purposes only and shall not 

affect in any way the meaning and interpretation of this 

Agreement. 

5.11 Termination. This Agreement shall remain 

effective unless and until it is terminated by reason of the 

permitted transfer of the shares of one of the Shareholders 

pursuant to the provisions of this Agreement or as the 

parties otherwise agree in writing. 

5. 12 Arbitration. Each and every dispute or 

controversy arising out of or in connection with a 

determination of incompetence "disability" in accordance 

with Paragraph 4.3 hereof shall be submitted to arbitration 

for resolution which arbitration shall be conducted before 

one arbitrator in Greenwich, Connecticut in accordance with 

12 
the rules of the American Arbitration Association then in 

effect. The decision of the arbitrator shall be binding on 

the parties and judgment upon the award or determination 

rendered by the arbitrator may be entered in any court 

having jurisdiction thereof. 

5.13 Restrictive Covenants. 

(i) For so long as Miller or Connelly is a 

Shareholder, and for one ( 1) year thereafter (the 

"Restricted Period"), he will not, directly or indirectly, 

for himself or any other person, (1) induce or attempt to 

induce any employee of the Corporation to leave the employ 

of the Corporation, (2) in any way interfere with the 

relationship between the Corporation and any employee of the 

Corporation, or (3) employ, or otherwise engage as an 

employee, independent contractor, or otherwise, for any 

other entity, any employee of the Corporation; 

(ii) During the Restricted Period, Miller or 

Connelly, as the case may be, will not, directly or 

indirectly, for himself or any other person (1) induce or 

attempt to induce any customer, supplier, licensee, or 

business relation of the Corporation to cease doing business 

with the Corporation, (2) in any way interfere with the 

relationship between the Corporation and any client, 

customer, supplier, licensee, or business relation of the 

Corporation, or (3) solicit the business of or provide 

products or services to any person known to Miller or 

Connelly, as the case may be, to be a client or customer or 

potential customer of the Corporation. 

(iii) The parties agree that each of the 

foregoing covenants shall be construed as independent of any 

other covenant or provision of this Agreement. If all or 

any portion of a covenant in this Section is held 

unenforceable by a court or agency having valid jurisdiction 

in an unappealed final decision to which the Corporation or 

Miller or Connelly, as the case may be, is a party, Miller 

or Connelly, as the case may be, expressly agrees to be 

bound by any lesser covenant imposing the maximum duty 

permitted by law that is subsumed within the terms of such 

covenant, as if the resulting covenant were separately 

stated in and made a part of this Section. Miller and 

Connelly further expressly agrees that the existence of any 

claim he may have against the Corporation whether or not 

arising from this Agreement, shall not constitute a defense 

13 
to the enforcement by the LLC of the covenants in this 

Section. 

( i v) If Miller or Connelly, as the case may 

be, breaches the covenants set forth in this Section, the 

Corporation will be entitled to the following remedies: 

(l) Damages; 

(2) To offset against any and all 

amounts owing to Miller and/or Connelly as the case may be, 

any and all amounts which the Corporation claims above; and 

(3) In addition to its right to damages 

and any other rights the LLC may have, the parties hereto 

acknowledge and agree that any remedy at law for any breach 

of the provisions of this Section would be inadequate and 

damage suffered by the Corporation irreparable, and Miller 

and Connelly hereby consent to the granting by any court of 

an injunction or other equitable relief, without the 

necessity of actual monetary loss being proved, in order 

that the breach or threatened breach of such provisions may 

be effectively restrained, and waive the requirement, if 

any, for posting a bond in connection therewith, and the 

Corporation may apply to a court of law for such relief. 

(v) Miller and Connelly hereby agree that 

the restrictions contained in this Section are reasonable in 

light of the nature of the business of the Corporation. 

14 
IN WITNESS WHEREOF, the parties hereto have caused 

this Agreement to be signed, intending to be legally bound 

hereby, as of the day and year first above written. 

OP~TOR HOLDING, INC. 

By:~ J .TE El, President 

MERRITT PROPERTY LLC 

B~M~ 

GAMA HOLDINGS LTD. 

By:~\.1 .. -

~~ EK, Managing Director 

THOMAS CONNELLY 

~~w-\\QL,~ THOMAS MILLER 

15 
IN WITNESS WHEREOF, the parties hereto have caused 

this Agreement to be signed, intending to be legally bound 

hereby, as of the day and year first above written. 

MEIDUTT~LLC 

B~L~ ~SEI, Manager 

~ALEK, Managing Director 

THOMAS MILLER 

15 
EXHIBIT GAMA-8204 

Master Cooperation and Branding and Franchising Agreement 

Between Gama Charters Inc. and Gama Aviation Inc. 

[submitted under seal pursuant to a Rule 12 Motion for Confidential 

Treatment] 
EXHIBIT GAMA-8205 

Resumes for Gama Charters Inc. Key Personnel 
John T ese i Par>tner 

Experience 

John is the lead attorney in the firm's land use department; the firm's commercial real estate department; and the 

firm's aviation law group. 

The land use department primarily practices in Greenwich, CT. Its member regularly appear before all land use 

agencies of the town and they have recognized successful working relationships with all town departments as well as 

many if not all of the design and engineering firms in the area. John and his team are consistently on the front lines 

of securing the approvals for construction of the major development projects in the Town of Greenwich. 

The commercial real estate department provides legal services to a diverse local, national and international clientele 

that collectively own billions of dollars of commercial real property throughout the United States and the world. The 

department is well versed and has a recognized expertise in complex commercial real estate transactions; such 

transactions would include those involving multiple layers of ownership and/or fmancing; ground leasing; 

private/public sector development; and tax-free exchanges of investment properties. 

John, through his thirty years of representing international and national clientele, established a highly successful 

aviation law group at the firm to address such clientele's needs for expert representation in this area. Today, the 

growing aviation law group actively represents national and international individuals and companies owning, 

operating and financing aircraft registered in the United States, Bermuda and Europe. The department represents 

major world-wide aircraft charter and management companies and aircraft brokerage companies in their overall 

business operations in the United States. 

Practice Areas 

• Commercial Real Estate Development 

• Land Use and Zoning Law 

• Environmental Law 

• Aviation Law 

Education 

Fordham University School ofLaw, J.D., 1975 

University ofNotre Dame, B.S., 1970 

Employment 

Gilbride, Tusa, Last & Spellane LLC, 1985 -present 

Tesei & Slane, 1980- 1985 

Heagney & Lennon, 1975- 1980 

Affiliations 

• Connecticut Bar, 1975 

• Federal District Court Bar, 1975 

• Board Member, Stanwich School, Greenwich, CT 

• Board Member, Burning Tree Country Club 
Robert J. McBride 

Vice President 

Member of the Board of Directors, Gama Charters inc. 

Current Address 

Contact 

24 Greenwich Ave, Floor 3 

Greenwich, CT 08630 

Telephone 

Mobile: 914-3 84-51 02 

CAPTAIN: Gama Charters inc. 

PILOT/AIRCRAFT 

QUALIFICATIONS: 

FLIGHT TIME: 

Total Time ................ . 

Pilot-in-Command ....... . 

Second-in-Command .... . 

Multi-engine .............. . 

WORKIDSTORY: 

Jan 09 -Present 

Sept 04 - Dec 08 

Oct 02 - Sept 04 

Mar 00 - Oct 02 

Oct 00 - Oct 02 

May 01- Nov 01 

Jun 97- Jan 01 

Aug 97- Feb 00 

Feb 94- Aug 97 

ATP 

Commercial Pilot, LR Type, LR-60 Type, DA 2000 Type 

Class I Medical, no restrictions 

Radiotelephone Operator's Permit 

Instrument Rating 

8225 Actual Instrument ........... . 

6325 Simulated Instruments ..... . 

1900 Night .......................... . 

6800 Instructor .................... . 

1110 

260 

2425 

210 

Turbine............ 6150 

LJ 31A............ 1250 

LJ 35....... ... ..... 350 

LJ60 ............... 3150 

DA 2000 .............. 1400 

Gama Charters, Inc. Partner/Captain- F2TH 911135 

Gama Aviation USA Chief Pilot- LR 60, part 91 

Executive Fliteways Inc. Captain- LR 60, part 135 

Venture Jets, Inc. Co-pilot- Lear Jet 31A, part 13 5 

Lancaster, PA 

Alpha Charlie Aviation First Officer- Lear Jet 31A 

Lancaster, PA 

Atlantic Aviation First Officer- Lear Jet 35 

White Plains, NY 

Independent Contract Pilot F .A.R. - part 91 

Garban Securities Mortgage-backed Securities Broker 

New York, NY 

Patriot Securities Mortgage-backed Securities Broker 

New York, NY 
FORMAL EDUCATION: 

Jun 90 

B.S. -Aeronautical Science 

Embry-Riddle Aeronautical University 

LAST TECHNICAL TRAINING: 

Apr 13 Recurrent Falcon 2000, Teterboro, NJ 

Aeronautical Science 
Revised 07/06/13 

CONFIDENTIAL RESUME 

THOMAS H. MILLER 

FAR 119 COMPLIANCE: 

EDUCATION: 

119.67 a1 - ATP 3302948 issued 11111, 

119.67 a2 - Director of Operations at Flight Services Group from 

1996-Present, 

119.67 a3 i- PIC qualified with continuous service and experience 

from 11/89-Present, Currently Air Carrier PIC qualified and Check 

Airman. 

119.67 a3 ii- N/A 

Associates Degree, Mechanical Engineering, Norwalk Technical 

College, Norwalk, Connecticut 

Awarded: June 1979 

Associates Degree, Aeronautical Technology, University of New 

Haven, New Haven, Connecticut 

Awarded: December, 1981 HIGH HONORS 

Bachelor's Degree, Air Transportation Management, University of 

New Haven, New Haven, Connecticut 

Awarded: December, 1981 MAGNA CUM LAUDE 

Juris Doctor Degree 

Thomas M. Cooley Law School, Lansing, Michigan 

Awarded: January 1985, WITH DISTINCTION 

Class standing: Top Quarter 

Emphasis of study: Corporate/Commercial Law 

Admission to Connecticut Bar- June 1985 

Admission to United States District Ct- July 1985 

Admission to Washington DC Bar-October 2004 

Pilot Certificates 

Airline Transport Pilot, Type Rated: LR-JET, IA-JET, BAC-1-11, 

G1159, G-IV, G-V, DC-9, CE-500, Certified Flight Instructor, 

Commercial Helicopter Qualified, 

1 0,000+ Hours Total Time, 8,500+ Hours Jet 

ACHIEVEMENTS: Orchestrated the ISO 9001-2000 registration ofFlight Services Group, Inc 

Instituted an FAA SMS Pilot Program to Level III Compliance 

Created a CSET compliant FAA Air Carrier Manual System 

Successfully Managed 90+ Pilots and 30+ Aircraft to an FAR 135 Standard 

Created FAA Approved "Eligible On Demand" System 
EMPLOYMENT EXPERIENCE: 

Flight Services Group, Inc./Gama Charters Inc. 

Sikorsky Memorial Airport, Stratford, CT 

December 1985 to June 1989- Part Time 

June 1989 to Present- Full Time 

Position: Jet Captain/Check Airman BAC1-11, DC-9, GIIIIGIV, LR-JET 

ChiefPilot, January 1993 to February 1996 

Vice President-Director of Operations, Feb.1996 to Dec 2001 

President-Director of Operations, Dec 2001 to Dec 2002 

CEO-Director of Operations, Dec 2002 to Present 

Miller & Kennedy 

Bridgeport/New Haven CT 

June 1985 to June 1989 

Position: Legal Counsel, General Practice of Law 

Mid Atlantic Airways/Jet Fleet Corporation 

Ridgefield, CT 

April1985 to December 1985 

Position: Co-Pilot on LR-JET, 

Aircraft Charter Group, Inc. 

Hangar 1, Sikorsky Memorial Airport, Stratford, CT 

December 1984 to April 1985 

Position: Pilot CE414, CE425 

Avco Lycoming 

Stratford CT 

September 1979 to September 1980 

Position: Production Engineer (Material Review Board) 

United Parcel Service 

Norwalk, CT 

March 1977 to September 1980 

Position: Part Time Loading Dock Laborer 

Sikorsky Aircraft 

Stratford, CT 

December 1974 to January 1976 

Position: Fiberglass/Sheet Metal Technician 

Twin Lights Auto Body 

Milford, CT 

March 1973 to July 1974, 

Position: Auto Body Technician 
Thomas L. Connelly 

Executive Vice President 

Member of the Board of Directors 

Gama Charters Inc. 

FAR 119 COMPLIANCE 

14 CFR 119.67 

(c)(1) 

(c)(2) 

(c)(2) 

(c)(3) 

(c)(4)(i) 

Director of Maintenance 

14 CFR 19.65 (a)(4) 

Holds a mechanic certificate with airframe and 

powerplant ratings; issued 1/18/83. A&P #41582613 

1982 to 1989 Aetna Cigna Flight Ops 

Maintenance Supervisor and technician Responsibilities included 

returning aircraft to service. ( HS 125-700 Sikorsky S-76 ) 

February 1989 to December 1994 

Maintenance Coordinator, Flight Services Group, Inc. 

Air Carrier 02GA9701 

Responsibilities included returning aircraft to service. 

( BAC 1-11, Learjet 35, Westwind 1124, HS 125-1-800) 

December 1994 to February 1996 

Air Carrier 02GA9701 

Maintenance Manager, Flight Services Group, Inc. 

Experience and responsibility included the supervision of and 

maintaining of large airplanes with 10 or more passenger seats in the 

same category and class of airplane the certificate holder used. 

( Challenger 600, 601 , Beechjet 400A) 

February 1996 to Present 

Air Carrier 02GA9701 

Executive Vice President 

Director of Maintenance, 

Gama Charters, Inc. 

Responsible for the day to day administration and oversight of the 

business including HR, Finance, and Operations. 

Experience and Responsibilities continue to include the supervision of 

and maintaining of large airplanes with 10 or more passenger seats in the 

same category and class of airplane the certificate holder uses. 

Gulfstream II, ill, IV, V, 550 Challenger 600, 601, 604, Global 

Express, Lear jet 35, 45, 55, 60 Citation 1 thru X, Boeing 737-300, 

BBJ, Falcon 50, 900, 2000 
EDUCATION and TRAINING 

Associates Degree, Aviation Maintenance Technology, Eastern New Mexico University 

Airframe and Powerplant Certificate 

Inspection Authorization (expired) 

FCC Radio Station License 

Private Pilot Certificate 

FAA Ruby Award, Certificate of Training 

FAA Diamond Award AMT Training 

GN Maintenance Recurrent 

737-300 Familiarization & Servicing Course 

CL-600 Initial Maintenance Course 

CL-600 Engine Run Up Course 

Sikorsky S-76 Maintenance 

DDFCS Sperry SPZ-7000 Autopilot 

HS-125/700 Maintenance Initial 

Garrett TFE-731 Line Maintenance 

Sikorsky S-76 Electrical Systems Training 

Allison Model 250 Line 

Maintenance and Field Troubleshooting 

S-76 Initial Maintenance Training 

ACHIEVEMENTS 

1-18-1983 

3-31-1987 

3-29-85 

11-9-94 

FAA 

12-31-07 

FAA 

12-31-02 thru 12-31-06 

Global Jet Services 

12-7-06 

Flight Safety 

7/19/01 

Canadair 

5/12/95 

Can adair 

5/12/95 

Flight Safety 

5/27/88 

Flight Safety 

2/14/86 

Airwork 

12/4/85 

Flight Safety 

2/15/85 

Airwork Advanced 

7/13/83 

Technology Center 

American Airlines 

3/30/83 

Developed and implemented a FAA 135 CASP Continuous Analysis and Surveillance Program 

and integrated it into the CSET compliant Maintenance ManuaL 

Developed and maintained a Maintenance Technician Training Program that has achieved FAA 

Diamond Award status for the past 6 years in a row. 

Attained NBAA "Certified Aviation Manager" Certification in 2004 

Member of the Executive Committee of the Board of Directors of the NBAA Certified Aviation 

Managers Governing Board 
Martin J Farrar 

2683 Burr Street, Fairfield, CT 06824 

Telephone: Work 203-337-4600, Mobile 203-913-7671. 

Email: Martin@MFarrar.us E-FAX 203-286-2066 

EXPERIENCE: 1973- Present 

2/2013 to present: Part 135 Chief Inspector I Part 145 Director of Airworthiness Quality Assurance & 

FAA Accountable Manager for BDR, PBI & TEB repair stations. Ensure compliance to Gama Charters 

Inc Part 135 and Gama Support Services Part 145 processes & procedures. Update and authorize 

OpsSpecs. 

Customer/ maintenance liaison, for management collaboration & problem resolution. 

1/06 to 2/13; Chief Inspector/ Manager of Quality Assurance for Flight Services Group, Inc., PrivatAir 

then Gama Charters Inc. (company name change) 

Ensure compliance to Gama Charters Inc Part 135 and Gama Support Services Part 145. Maintain IA W 

compliance with GMM & RSQCM processes and OpsSpecs. Oversee Charter Managed Aircraft to Part 

135 requirements. Ensure regulatory compliance with FAR's and 135 Operational duties. Perform 135 

Compliance inspections. FAA liaison and resolution of issues found during audits. 

8/01 - 12/05 Regional Maintenance Director I Chief Inspector Part 135, PrivatAir USA: Assist in set-up 

of growing Part 135 operation and manage assets/ personnel per company GMM & FAA requirements. 

3/99-8/2001 Execulet Australia. Chief Inspector for the FAA Part 145 Repair Station. 

I Chief of Maintenance to Consolidated Press PTY LTD 

3/98-8/2001 CHIEF of MAINTENANCE to Consolidated Press PTY LTD for the Australian Jet Charter 

facility, Kingford Smith Airport, Sydney Australia. Oversee Corporate, transient Jet Maintenance. 

10/94-3/98 CHIEF of MAINTENANCE to COCA COLA AMATIL PTY LTD for the Australian Jet 

Charter facility. Sydney, Australia. CL601 replaced by GIV. 

6/93-10/94 PROJECT MANAGER AVIATION TRAINING at the Para Institute, Aviation Campus, 

South Australia. Work with the government to set up international training courses in maintenance. 

8/87-12/91 GENERAL MANAGER-AVIATION TRANSPORT at Australian Capital Equity PTY. LTD. 

in Western Australia. Challenger CL 600 aircraft. 

4/84-8/87 DIRECTOR OF AVIATION MAINTENANCE (USA) at Freedlander Financial Flight 

Department in Virginia. CL600, GliB, FlO, Bonanza A36 and Pitts S2B aircraft. 

10/79- 4/84 SENIOR MAINTENANCE CREW CHIEF for Canadair Challenger Ltd. Hired as the 

second of sixteen, to help set up and work at the new factory service centre in Hartford, CT. Worked in 

Montreal for 3 years as a factory liaison following up on, aircraft problems, parts and engineering. 

6/78-10/79 A&P to FLOOR SUPERVISOR at Avco Lycoming's service facility in Stratford, CT. Also 

involved in the maintenance and modification of the ALF502 engine development program, for the 

engineering department. 

6/73-5/78 AVIATION ENGINEER on turbine and piston aircraft. Connecticut Airways, CT. 

Corporate Air, CT. Commerford Audet Corp, MA (Piper Aircraft Dealership). Hopedale Airport, MA 

(Beechcraft Aircraft Dealership). 6/73- Vitek Aviation Corp, MA (Cessna Aircraft Dealership) 

EDUCATION: 

1993/94-University of South Australia- enrolled in business management and computer science 

studies part time before moving to Sydney, New South Wales. 

1991/92-Edith Cowan University- Western Australia: enrolled in business and computer science 

studies part time before moving to Adelaide, South Australia. 

10/75 Graduated, East Coast Aero Technical College, Bedford, MA, USA with A&P Certificate. 

PERSONAL: 

A&P & Licensed aircraft maintenance engineer (United States & Australia Aircraft Certificate) 

Pilot (1100 hrs) Private and instrument rated in USA with multi-engine and aerobatic rating in Australia 

Excellent computer literacy including typing skills, word processor and spreadsheet knowledge. 

born- June 1, 1955; Dual Citizenship (American and Australian) 

Excellent references available upon request. (All past employers) A training course list available 
Alex Travia 

12 Dorothy Street 

Milford, CT 06460 

(203) 878-6971 

Country of Citizenship: United States Citizen 

FSG/ PrivatAir/ Gama Charters, Director of Safety January 2005-Present 

Gama Charters formerly Flight Services. Sikorsky Memorial Airport, 700 Great Meadow Road Stratford, 

CT 06615 

CEO/USA- Thomas Miller 203-337-4650 May Contact 

Auditing of all departments assured compliance with the company's IEP (Internal 

Evaluation Program). I Monitor all irregular pilot reports and analyze all issues 

regarding safety implementing corrective actions. Developed, structured and 

organized a comprehensive 121 supplemental operation. 

ISO Trained Auditor 

FSG/ PrivatAir , Director of Standarts July 2001-2005 

Flight Services Group /PrivatAir. Sikorsky Memorial Airport, 700 Great Meadow Road Stratford, CT 

06615 

CEO/USA- Thomas Miller 203-337-4650 May Contact 

Auditing of all departments assured compliance with the company's IEP (Internal 

Evaluation Program). I Monitor all irregular pilot reports and analyze all issues 

regarding safety implementing corrective actions. Developed, structured and 

organized a comprehensive 121 supplemental operation. 

ISO Trained Auditor 

North American Airlines, Manager of Flight Control May 21, 2001- Oct, 2013 

Air Transport Supervisor (ATS) I Aircraft Dispatcher/Instructor 

Director of SOC- Edward Stephens 718 907-2118 May Contact 

Left North American for a few weeks to try EOS Airlines as Manger of Flight control, not a good fit and retuned to North American. 

Administrates the flight dispatch department, maintains and implements 

improvements in efficiency and quality. ATS, instructs all dispatchers and performs 

competency checks. Dispatch 737s, 757s and 767s on domestic and international flights. 

Assure compliance with all Federal Air Regulations. 

Voyager International Airlines, Chief Aircraft Dispatch Jan.22, 2001-May 11,2001 

Hanger 17 J.F.K. International Airport Jamaica, NY 11430 

Supervisor- Terry Dennason May Contact 

Set up dispatch department for new airline. Negotiated contracts with vendors and 

subcontractors. Assured smooth integration of vendor-supplied services. Liaised directly 

with F.A.A. to obtain certification of airline. Helped to create and implement plan to 

achieve efficient operation of airline. Reported directly to President. All Voyager 

employees were furloughed in May 2001. 

Tower Air, Aircraft Dispatcher 

Hanger 17 J.F.K. International Airport Jamaica, NY 11430 

Supervisor- John Scarbrough May Contact 

1994-2000 
Dispatched Boeing 747s on domestic and international flights, including numerous transcontinental routes. Planed, authorized, regulated, controlled and monitored commercial 

airline flights, including establishing maximum flight levels, compensating for weather 

and weight restrictions. Determined the most efficient flight path, assured compliance 

with Federal Air Regulations and briefed Captain on all aspects of the flight. Liaised 

with airport authorities and facilitated cooperation between TowerAir and the various 

airport authorities. Organized and participated in projects to maximize efficiency in 

flight operations. 

FlightSafety International, Instructor 

LaGuardia Airport Marine Air Terminal Flushing, NY 11371 

Supervisor-Roger Griggs/ Sabre Safir 718-565-4170 May Contact 

1994-1997 

Helped develop, structure and organize a new flight dispatch course. Taught flight 

dispatch course (including preparation of lectures, writing examinations and determining 

general structure of the course). Prepared potential flight dispatchers for both oral and 

written examinations. 

Licenses 

• F.A.A. Licensed Aircraft Dispatcher • F.A.A. Licensed Ground Instructor 

Other Experience 

ABC Limousine Inc., President 1991-1993 

Founded successful company to provide limousine service to corporate clients. 

Successfully solicited numerous corporate clients and resolved client issues. Supervised 

all aspects of day-to-day operations, including recruiting, accounting and other functions. 

Developed and implemented a business plan for the Company. Sold company. 

Grand Transportation Inc., President 1989-1991 

Founded and managed black car limousine service. Successfully solicited numerous 

corporate clients and resolved client issues. Sold company to partner. 

Metropolitan Taxi Network, Office Manager 1981-1989 

Managed all aspects of day-to-day operations and solicited new corporate clients. 

Frank Mascalli Construction Co., Heavy Machine Operator 

Academics of Flight 

46-12 Queens Boulevard 

Education 

1978-1981 

Graduated 1993 
Sunnyside, New York 11104 

(718) 937-5716 

Long Island City High School 

1430 Broadway 

Astoria, New York 11106 

(718) 545-7095 

Aircraft Dispatch License 

Ground Instructor License 

Graduated 1978 

High School Diploma 

*Fluent in English, Portuguese and Spanish* *References Available Upon Request* 
Flight Hours 

Qualifications 

Education 

John M. Walter 

105 Elizabeth Terrace • Stratford, CT 06614 

203-543-1541 cell • john.walter@gamagroup.com 

Total Hours: 10235 Jet 

Turbine 7388 Gulfstream 

Night 2064 

Flight Safety Current G-450, GV, G-550, 

Falcon 900B, EX, Typed: GIV, LR Jet 

Airline Transport Pilot Certificate (AMEL) 

Commercial Pilot Privileges (ASEL) 

Certified Flight Instructor-Instrument ( exp.) 

Aircraft Dispatcher Training Program (ERAU) 

Flight Physiology Training Program 

8826 

2100 

BS, Aeronautical Science, Embry Riddle Aeronautical University 

Cum Laude Graduate Daytona Beach, FL 

Humanities and Social Science Department Honors 

Chancellor's Award Finalist 

Professional Experience 

Gam a Charters Inc. January 2005 - Present Stratford, CT 

Vice President of Flight Operations- Supervisory position providing oversight and direction of 

planning and execution of all Gama flight operations. February 2012- Present 

Chief Pilot- Responsibilities include: supervision of pilot group at the management level, writing 

policy, implementing policy, supervising pilot training issues, integrating and interfacing with flight 

operations, the safety department, the training department, responsible for hiring of pilots and addressing all 

pilot issues, and Safety Committee Member (SMS). January 2007- Present 

Director of Safety- Responsibilities included: supervising the Safety Program to include the 

Emergency Response Plan, ATOS findings and corrective actions, event log investigation, quarterly safety 

meetings, interfacing with other company management to eliminate adverse risk to facilities, personnel and 

operations and presenting the Safety Program during industry auditing. January 2006- January 2007 

Check Airman: G-IV, G-IV(X) -Perform checking of company airman for the satisfactory 

performance of company duties, knowledge of company procedures, and proficiency as airman, and 

proficiency standards. April 2009 - Present 

Company Line Pilot: PIC GV series, GIV, DA-50, Lr-jet Responsibilities include: Captain in 

domestic and international flights under Part 91 and Part 135 regulations. January 2005- Present 

GPI Aviation, Inc. February 2000- January 2005 State College, PA 

Part 135 Line Pilot: Normal pilot duties. PIC-Lemjet 35/55, King Air 200 

Aviation Sales, Inc., September 1999- February 2000 Dayton, OH 

Part 135 Line Pilot: PIC-King Air 200, Cessna 414, 421, 310 

IFR Vending, Inc, 1993-1999 Atlanta, GA 

Owner/Operator- Operated vending operation during wife's extended illness 

Colvin Air Charter, 1990-1993 Athens, GA 

Part 135 Line Pilot: PIC King Air-90, BE-58; SIC-King Air 200. 

Air Orlando, 1989-1990 Orlando, FL 

CFII Flight Instructor/ Part 135: GA Aircraft/SIC King Air 90 

Embry Riddle Aeronautical University 1986-1988 Daytona Beach, FL 

Professors' Assistant/Peer Tutor: Airway Science Simulation LaboratoryAdvanced Flight Simulation Lab, Advanced Weather Lab, and ERAU Writing Lab. 
Steve V edeskas 

Operations Manager 

Director of Security 

Gama Charters Inc. 

1984 to Present, Operations Manager, Director of Security 

Have held positions of increasing responsibility in the operations department over the 

past 29 years. Licensed Dispatcher. 
EXHIBIT GAMA-S206 

Compliance Questionnaires for Gama Charters Inc. Key Personnel 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application of GAMA CHARTERS INC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom Connelly. Please indicate if you desire any part of your 

response to be kept confidential. 

[NAME] 

1. Please state your name and residence address: 

J&i'\ ?. ~~~~ 

2. Title or Position with GAMA: U i '~e..c.:toe_ :?f.\e..s ,· ~~t. 

NON£. 3. Number and typ:_ of shares of Di~"-f GAMA stock owned, or to be acquired, 

ifany: ~ ~ 

4. 

5. 

6. 

~'" ' 1e.tL~ _Lt"ld_,~ ~V".J~~ ~6 1-\oiJ.,~I:rx.. 

-..:>"~ b I~ Ci1 ~ <lhx)L 

\J 

Current Position, Business Address and Telephone: 

r~-~ 

b.\ \6<J~ li~ I LAst C ~ lli- ~~-<a 21..-'1 ~laO 

·~\ X:tw~\Jfl-lJz,~. ~~cb. a CJ..ob~o 

Are you a citizen ofthe United States? Yes/No_ 

If you are not a U.S. citizen, please indicate nationality and current immigration status: 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

Yes __ No_1_ 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of $5,000? 

Yes __ No_j_ 

(If "yes", please provide date and amount of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim ofless than $5,000. 

Yes No '{.. 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S. C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

Yes No 'j 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (10) years? 

Yes __ NoL 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

Yes __ No-j..-

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (I 0) years? 

Yes No 'I 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes NoL 

(If "yes", please describe and indicate status in Attachment A). 

Date 

71ese_{ 

Print Name 

Attachments 
DOT Questionnaire - Detailed Responses 

Name ofPerson responding: [NAME] 

Question No. Detailed Responses 

I 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application ofGAMA CHARTERS 1NC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom Connelly. Please indicate if you desire any part of your 

response to be kept confidential. 

[NAMEJ 

1. Please state your name and residence address: 

2. 

!?o8e?(! v: /l1Cf5fS,;.J.J~ 

;; tf b/&EA> {,A/~~ Av.e n-Pol{ :s 

&-c-£;1.}/'VfcA c_r {)(; K' 3'o 

Title or Position 'With GAMA: {! A(P1 iN I I 

ji/.VV( !Jti(Ec-tf( 3. Number and type of shares of ______ GAMA stock owned, or to be acquired, 

if any: 

/'ttJ/ll /3.~% lA ?;([i::7/7 f"'/u~P"-'74 0/EJ<fi?l;, f IA)Lrflr;J /.-vc. 

j!w.i'.?f.. oP /o.tJ l't~ ~ f:~:k . 

4. Current Position, Business Address and Telephone: 

L!,rn~-tl 

o6t,_r 

5. Are you a citizen ofthe United States? Yes /No_ 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 
7. Are you currently an officer, director or major shareholder ( 5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is .... ~e~p or control of any such transportation or aeronautic activity? 

.,fiYI / / ( ~ t1"'\_ 

Yes_IJJI«_~I~ I 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to fujs questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of$5,000? 

Yes No V 

(If 11yes", please provide date and amount of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim ofless than $5,000. 

Yes No/ 

(If "yes", describe each complain~ and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a fonnal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et seq.), or any order, rule~ regulation or other 

requirement issued pursuant to the Act, during the past five (5} years? 

Yes No/ 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

1 L Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, dming the past ten (1 0) years? 

Yes No/ 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (10) years? 

Yes No / 

(If nyes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (1 0) years? 

Yes NoV 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes 

Attaclunents 

NoV 

(If"yes", please describe and indicate status in Attachment A). 

s~~ ~ 2% dct5 

;?oiSP'{} /li c 6 R_! DE 

Print Name 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application ofGAMA CHARTERS INC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom Connelly. Please indicate if you desire any part of your 

response to be kept confidential. 

THOMAS H. MILLER 

1. Please state your name and residence address: 

Thomas Harold Miller 

19 Lester Street 

Milford, CT 06461 

2. Title or Position with GAMA: 

ChiefExecutive Officer, Gama Charters Inc. 

Director, Vice-President and Secretary, Gama Charters Inc. 

FAA, FAR 119 Director of Operations, Gama Charters Inc. 

Senior Vice President of Regulatory Affairs, Gama Charters Inc. 

3. Number and type of shares of GAMA stock owned, or to be acquired, if any: 

12 shares of Gama Charters Class A stock. 

4. Current Position, Business Address and Telephone: 

See Number 2 above for Current Position 

700 Great Meadow Road, Stratford, CT 06615 

5. Are you a citizen ofthe United States. Yes 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 

Not Applicable 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

No 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of $5,000? 

No 

(If "yes", please provide date and amount of each judgement, and 

name of each judgment creditor, in the space provided in 

Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim of less than $5,000. 

No 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

No 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (1 0) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (1 0) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

No 

(If "yes", please describe and indicate status in Attachment A). 

Signature Date: June 27, 2013 

Thomas H. Miller 

Attachments 
DOT Questionnaire - Detailed Responses 

Name of Person responding: THOMAS H. MILLER 

Question No. Detailed Responses 

I 
DOT COMPLIANCE QUESTIONNAIRE 

Thomas Connelly 

1. Please state your name and residence address: 

Thomas Leo Connelly 

269 Puritan Rd 

Fairfield, CT 06824 

2. Title or Position with GAMA: 

Executive Vice President 

Director, Gama Charters Inc. 

FAA, FAR 119 Director of Maintenance, Gama Charters Inc. 

3. Number and type of shares ofGAMA stock owned, or to be acquired, if any: 

Gama Charters has issued 100 shares of common stock. All 100 shares are owned by 

OHG. OHG has issued 76 Class A voting shares and 24 Class B non- voting shares. 51 

Class A shares are owned by US citizens and/or US domestic entities wholly owned by 

US citizens- 12 of these shares are owned by Thomas Connelly 

4. Current Position, Business Address and Telephone: 

See Number 2 above for Current Position 

700 Great Meadow Road, Stratford, CT 06615 

203-913-9641 

5. Are you a citizen of the United States. Yes 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 

Not Applicable 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

No 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of$5,000? 

No 

(If"yes", please provide date and amount of each judgement, and 

name of each judgment creditor, in the space provided in 

Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim ofless than $5,000. 

No 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

No 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (10) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (1 0) years? 

No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

No 

(If "yes", please describe and indicate status in Attachment A). 

Signature Date: June 27, 2013 

Thomas L. Connelly 

Attachments 
DOT Questionnaire - Detailed Responses 

Name of Person responding: [NAME] 

Question No. Detailed Responses 

I 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application of GAMA CHARTERS INC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom Connelly. Please indicate if you desire any part of your 

response to be kept confidentiaL 

[NAME] 

1. Please state your name and residence address: 

2. Title or Position with GAMA: eft;~ f .T tjJ /;) \} <:'.:,7'0 r I . 7 

D ·; -r ~ f.'f-v r· cf (J v g I:: t 1 n 5. J'u .-.4 nrf> 

3. Number and type of shares of __ JJ(--f-/- 1

-' ___ GAMA stock owned, or to be acquired, 

ifany: ? 

4. Current Position, Business Address and Telephone: 

D ·1 r <" C 1 {fr' 0 f 

- I 

5. Are you a citizen ofthe United States? Yes_k No_ 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 

7 z 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

Yes __ No-X-

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of $5,000? 

Yes __ No__JL_ 

(If "yes", please provide date and amount of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim of less than $5,000. 

Yes __ No-i-

(If "yes", describe each complaint, and indicate the current status 

orfmal 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

Yes __ No-X-

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (1 0) years? 

Yes__ No ___'f.__ 

(If "yes 11 , please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (10) years? 

Yes __ No_]L 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (1 0) years? 

Yes __ No_]{_ 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes No_)(_ 

(If "yes", please describe and indicate status in Attachment A). 

-~ ~a /Vlf?7 81 e 

(; -t:f ?-- d-6JJ 

Date 

Print Name 

Attachments 
DOT Questionnaire - Detailed Responses 

Name of Person responding: [NAME] Yl/l r-· f· , f . .__ /t ( ,} a_1t 11 d r . t··1 tA -t 

Question No. Detailed Responses 

I 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application of GAMA CHARTERS INC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom Connelly. Please indicate if you desire any part of your 

response to be kept confidential. 

[NAME] 

1. Please state your name and residence address: 

Alex Travia 

12 Dorothy Street 

Milford CT, 06460 

2. Title or Position with GAMA: Director of Safety/ Operation Quality Assurance 

3. Number and type of shares of None GAMA stock owned, or to be acquired, if any: 

4. Current Position, Business Address and Telephone: 

Director of Safety I Operations Quality Assurance 

480 Lordship Blvd 

Stratford, CT 06615 

203 337-4664 

5. Are you a citizen of the United States? Yes X No 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 
7. Are you cunently an officer, director or major shareholder (5 percent or more ofthe total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

Yes No X 

(If your answer is "yes", please provide detailed infonnation relating to each such 

relationship or interest in the space provided in Attaclunent A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of $5,000? 

Yes No X 

(If "yes", please provide date and an1oLmt of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim ofless than $5,000. 

Yes No X 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

Yes No X 

(If "yes'', describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been found guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (1 0) years? 

Yes No X 

(If "yes'', please describe, and indicate disposition or cunent status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

Yes No X 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (1 0) years? 

Yes No X 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes No X 

escribe and indicate status in Attachment A). 

\ 

J \ iL 

-1,: 

I/?·~ -- ---:;f---il----"'~;---~·· _;V/ ____ June 27, 2013 

Date 

Alex Travia 

Attachments 
DOT Questionnaire - Detailed Responses 

Name of Person responding: [NAME] 

Question No. Detailed Responses 

I 
DOT COMPLIANCE QUESTIONNAIRE 

This questionnaire will be submitted to the DOT in connection 

with the certificate application of GAMA CHARTERS INC. 

("GAMA") Please answer all questions, with a more detailed 

explanation where requested, sign and date the form, and return it 

to Tom C01melly. Please indicate if you desire any part of your 

response to be kept confidential. 

[NAME] 

1. Please state yom name and residence address: 

Steven V edeskas ------ ---------------------

397 Pond Point Ave ----- ------------------

___ Milford , CT 06460 ______ _ 

2. Title or Position with GAMA: __ Operations Manager __ 

3. Number and type of shares of __ O_ GAMA stock o-vvned, or to be acquired, if any: 

4. Cunent Position, Business Address and Telephone: 

__ Operations Manager _________ _ 

__ 480 Lordship Blvd .. ___ _ 

__ Stratford, CT 06615 ____ _ 

5. Are you a citizen of the United States? Yes X No 

6. If you are not a U.S. citizen, please indicate nationality and cunent immigration status: 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

Yes No X 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim in excess of $5,000? 

Yes No X 

(If"yes", please provide date and amotmt of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim of less than $5,000. 

Yes No X 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a fonnal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

Yes No X 

(If "yes", describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attachment A). 

11. Have you ever been fotmd guilty of any violations of the U.S. Transportation Code, or 

any order, rule or regulation issued tmder the Act, during the past ten (1 0) years? 

Yes No X 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

Yes No 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud, felony or antitrust violation, during the past ten (10) years? 

Yes No X 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes No X 

(If "yes", please describe and indicate status in Attachment A). 

Date 

\J \C:D~rk ~~s· Print Name 

Attachments 

DOT Questionnaire - Detailed Responses 

Name ofPerson responding Steven Vedeskas 

Question No. N/A Detailed Responses N/A 
DOT COMPLIANCE QUESTIONNAIRE 

John Walter 

I. Please state your name and residence address: 

J' c.h_Y\. vJ A \-\Q. y 

2. Title or Position with GAMA: Q~~ Q. f '"P~ l.s+ 

3. Number and type of shares of~---GAMA stock owned, or to be 

acquired, if any: 

4. Current Position, Business Address and Telephone: 

Ch:e( ~~\~-\- (;.p,m~ C'..h\>c,~"'~.xs'I"'<..... 

~~ C ~+('e~-\ (Y\a.wclo\a.J (<aFk:l 

5. Are you a citizen of the United States? Yes V No_ 

6. If you are not a U.S. citizen, please indicate nationality and current immigration status: 
7. Are you currently an officer, director or major shareholder (5 percent or more of the total 

stock), or do you have any other significant interest in, any air carrier, foreign air carrier, 

common carrier, person substantially engaged in the business of aeronautics, or person whose 

principal business is the ownership or control of any such transportation or aeronautic activity? 

Yes No I< 

(If your answer is "yes", please provide detailed information relating to each such 

relationship or interest in the space provided in Attachment A to this questionnaire). 

8. Are you the subject of any pending legal action, or outstandingjudgment, involving a 

claim in excess of$5,000? 

Yes No X 

(If "yes", please provide date and amount of 

each judgement, and name of each judgment creditor, in the space 

provided in Attachment A). 

9. Are you the subject of any pending legal action, or outstanding judgment, involving a 

claim ofless than $5,000. 

Yes No -'1-. 

(If "yes", describe each complaint, and indicate the current status 

orflnal 

disposition of each complaint in Attachment A). 

10. Have you ever been subject of a formal complaint regarding compliance with the U.S. 

Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other 

requirement issued pursuant to the Act, during the past five (5) years? 

Yes No ")( 

(If "yes'', describe each complaint, and indicate the current status 

or final 

disposition of each complaint in Attaclunent A). 

1 I. Have you ever been found guilty of any violations ofthe U.S. Transportation Code, or 

any order, rule or regulation issued under the Act, during the past ten (10) years? 

Yes No "f. 

(If "yes", please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 
12. Have you ever been the subject of an action taken by the Federal Aviation Administration 

(FAA), involving administrative action, civil penalties or injunctive relief, seizure of aircraft, 

certificate action or criminal penalties, during the past ten (1 0) years? 

Yes No 'f.. 

(If "yes11 , please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

13. Have you ever been charged with any unfair or deceptive or anticompetitive business 

practices, or any fraud~ felony or antitrust violation, during the past ten (10) years? 

Yes __ No ){ 

(If "yes'\ please describe, and indicate disposition or current status 

of each proceeding in Attachment A). 

14. Have you ever been the subject of a consumer complaint proceeding during the past three 

(3) years? 

Yes No "'f.. 

(If "yes'', please describe and indicate status in Attachment A). 

Print Name 

Attachments 
DOT Questionnaire - Detailed Responses 

Name ofPerson responding: [NAME] 

Question No. Detailed Responses 

I 
EXHIBIT GAMA-S207 

List of Employees- Gama Charters Inc. 
GAMA CHARTERS INC. 

EMPLOYEE LISTING 

AS OF MAY 2013 

Date Former Gama Aviation I Group 

Last Name First Name Hired Title Base Office employee 

MANAGEMENT 

CONNELLY THOMAS 4/10/1989 President Director of Maintenance STRATFORD 

MILLER THOMAS 1/1/1986 CEO Director of Operations STRATFORD 

WALTER JOHN 1/1/2006 Chief Pilot STRATFORD 

FARRAR MARTIN 8/20/2001 Chief Inspector STRATFORD 

MANAGEMENT SUPPORT 

GAWRICKI LAURIE 6/18/2001 Operations Office Manager STRATFORD X 

ZIRPOLO ROBERT 3/1/2004 Director of Training STRATFORD 

REYES REGINA 11/5/2001 Maintenance Administration STRATFORD X 

MAINTENANCE ADMINISTRATION 

ADAMS TODD 7/19/1993 Maintenance Manager PALM BEACH X 

BILECA TAMARA 4/9/2001 Technical Publications STRATFORD X 

CARVER FRED 6/27/2005 Maintenance Manager PALM BEACH 

GRIER JOHN 5/31/2013 Maintenance Manager HARTFORD 

LUKICH CHARLES 10/20/2008 NE Regional Maintenance Director TETERBORO 

MAGNANIMO DANIEL 3/19/2013 Maintenance Tech STRATFORD 

MATSON TRAVIS 5/31/2013 Maintenance Tech HARTFORD 

MCMILLAN ROBERT 6/14/1999 Regional Maintenance Director PALM BEACH X 

MOLINE PAUL 10/24/2007 Maintenance Manager OXFORD 

SCHILLACI HARRY 3/16/2012 Maintenance Manager TETERBORO 

SILVA CARLOS 3/13/2006 Maintenance Manager STRATFORD 

VAN STRUM KEVIN 5/31/2013 Maintenance Tech HARTFORD 

OPERATIONS 

COS HAL GEORGE 11/9/2009 Senior Operations Controller STRATFORD X 

GIANSIRACUSA PAUL 5/31/2013 Operations Controller HARTFORD 

IGLESIAS JOANNIS 11/7/2011 Operations Controller STRATFORD 

PATEL VARUN 8/30/2012 Operations Controller STRATFORD 

SALEM AMBER 6/2/2010 Operations Controller STRATFORD 

SANDERS JONATHAN 3/18/2013 Operations Controller STRATFORD 

TRAVIA ALEX 1/14/2013 Director of Safety/Operations Quality As~ STRATFORD 

VEDESKAS STEVEN 8/15/1985 Operations Manager STRATFORD X 

PILOTS 

BANCROFT STEVE 11/14/2004 Captain TETERBORO 

BRAY PAUL 6/23/2004 Captain STRATFORD 

CAMPBELL DEREK 5/31/2013 Captain HARTFORD 

COOPER SCOTT 2/5/2013 Captain TETERBORO 
DE GAGNE LOUIS 5/31/2013 Captain 

DIADAMO NICHOLAS 11/12/2012 Captain STRATFORD 

EGAN LUKE 6/25/2009 Captain STRATFORD 

FERM RICHARD 9/19/2012 Captain TETERBORO 

FLANNERY BRENDAN 10/24/2007 Lead Captain OXFORD 

FREYTES ROBERTO 5/15/2007 Captain PALM BEACH 

GABRIEL JOHN 11/11/2011 Pilot STRATFORD 

GIBELLINO ROBERT 7/12/2011 Captain OXFORD 

GOODALE MICHAEL 7/10/2000 Lead Captain PALM BEACH 

GRANGE KEITH 1/5/2013 Captain TETERBORO 

HANS ROTE PAUL 6/8/2003 Captain PALM BEACH 

HOLGERSON KENNETH 9/30/1991 Lead Captain PALM BEACH 

JAKOWIW NICHOLAS 3/11/2013 Captain TETERBORO 

KILLEN SCOT 3/19/2013 Pilot TETERBORO 

KOSKA FRANK 3/7/2010 Captain PALM BEACH 

KWALEK ROBERT 3/26/2013 Pilot TETERBORO 

MAZENKO AUGUST 6/1/2013 Pilot TETERBORO 

MCBRIDE ROBERT 1/1/2009 Lead Captain TETERBORO 

MENARD DONALD 2/4/2013 Lead Captain OXFORD 

MYSIRLIDIS CHRISTOS 1/17/2012 Captain OXFORD 

NAMETH MAXIE 3/4/1996 Director Operations/SDG Asset Mgmt PALM BEACH 

OFFENBERG GLENN 10/27/2004 Captain STRATFORD 

PIERRE-PIERRE LOUIS 5/31/2013 Lead Captain HARTFORD 

RAVER MATTHEW 2/4/2013 Captain OXFORD 

SEIGLER DARON 4/29/2013 Pilot TETERBORO 

SODERGREN DARRELL 6/15/2001 Lead Captain PALM BEACH 

TESSIER YVES 5/31/2013 Captain HARTFORD 

TURNER GORDON 3/31/2008 Captain OXFORD 

WEAVER LES 11/6/2005 Captain PALM BEACH 

WILLIAMS JOHN 5/27/2002 Captain PALM BEACH 

ZULLO BRIAN 2/27/2013 Pilot TETERBORO 

61 TOTAL EMPLOYEES TOTAL 
EXHIBIT GAMA-8208 

List of Contract Employees- Gama Charters Inc. 
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31 

Name 

Adam Whiting 

AI Murrer 

Alan Moseley 

Alex Dragolovich 

Butch Gorman 

Chuck Couture 

Dan Walus 

Denis Cuningham 

Ed Thayers 

Eric Jones 

Greg Gibson 

Greg Parke 

Jim Dent 

Kerri Gilday 

Larry Gilbert 

Larry Young 

Loren Fulmer 

Paul Hertzler 

Randy Speed 

Rod Lewonchuk 

Roger Pierce 

Ron Pace 

Scott Rosene 

Skip Carlton 

Stephen Davis 

Sterling Mazenko 

Steve Bancroft 

Tim Doreen 

Tim Fields 

Tim Goulis 

Tom DiCecco 

Function Source 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 

Pilot independent 
EXHIBIT GAMA-8209 

List of Aircraft Operated by Gama Charters Inc. 

[submitted under seal pursuant to a Rule 12 Motion for Confidential 

Treatment] 
EXHIBIT GAMA-S210 

Aircraft Lease Agreement between Gama Charters Inc. 

and Gama Aviation Inc. 

[submitted under seal pursuant to a Rule 12 Motion for Confidential 

Treatment] 
EXHIBIT GAMA-S211 

Financial Statements of Gam a Charters Inc. 

as of December 31,2013 
1~~~ inhda~!::irc 2Fort~~YTD.P;e.tlod 

•12/3112012 {\ . 

~~ Revenue 

Management Fees 

Charter 

Crew Services & Training 

GCI Service Agreements 

Net Revenue 

Direct Costs 

Aircraft Costs 

Maintenance Administration 

Other GCI Service Agreement Exp's 

Total Direct Costs 

Gross Profit 

Indirect Expenses 

Total Salary and Fringes 

Other Expense 

Total Indirect Expense 

EBITDA 

Depreciation Expense 

Interest Expense 

Interest Income 

Other lncome(Expense) 

Profit(Loss) Before Taxes 

Corp Income Taxes 

Net Profit{Loss} 

Fringe Expense 

Initial/Recurrent Training 

Salaries - Ops 

Client Gifts 

Website & Email Expenses 

Auto Exp 

Legal & Accounting Expenses 

Office Expense 

Miscellaneous Expense 

Depreciation Expense 

Interest Expense 

Interest Income 

Other lncome(Expense) 

Federal Income Taxes 

State Income Taxes 

$ 425,262.50 

$ 12,245,996.74 

$ 4,743,957.20 

$ 1, 176,793.19 

$ 18,592,009.63 

$ 11,913,418.80 

$ 237,749.47 

7528 $ 10,522.80 

6640 $ 108,126.29 

7100 $ 87,381.18 

$ 630,211.25 

$ 18,035,554.44 

$ 556,455.19 

$ 286,465.09 

8085 $ 188.67 

8095 $ 33,931.05 

8146 $ 

8075 $ 65,191.06 

8030 $ 15,397.97 

8280 $ 1,361.36 

$ 1,361.36 

$ 555,370.69 

$ 1,084.50 

9100 $ 197.56 

9000 $ 

9005 $ 

9200 $ 

$ 886.94 

9500 $ 

9600 $ 2,177.00 

$ (1 ,290.06) 
Gama Charters Inc 

Balance Sheet 

12/31/2012 

O[tiau~ited ~'J:.~ \' \ 

Assets 

Current Assets 

Cash 

Cash - Operating Accounts 

Cash-Reserved Accounts 

Total Cash 

Trade and Sundry Receivables 

Fixed Assets 

Other Assets 

Total Assets 

Trade and Sundry Receivable 

Accrued Receivable 

Unbilled Management 

Total Trade and Accrued Receivable 

Affliated Company Receivable 

Intercompany Receivable 

Inventories 

Prepaid & Deferred Expenses 

Total Current Assets 

Property & Equipment (at cost) 

Less: Accum. Depreciation 

Net Property & Equipment 

Deferred Taxes- non current 

Intangible Assets 

Total Other Assets 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

59,037.77 

100,000.00 

1,778.68 

1,778.68 

$ 634,664.00 

$ 59,037.77 

$ 100,000.00 

$ 150,000.00 

$ 

$ 

$ 14,325.43 

$ 323,363.20 

$ (0.00) 

$ 634,664.00 

$ 958,027.20 
Liabilities & Net Worth 

Current Liabilities 

Trade Payables & Accrued Liabilities 

Trade and Sundry Payables $ 

FET Taxes Payable $ 

Accrued Liabilities $ 18,450.00 

Trade and Accrued Liabilities $ 18,450.00 

Affliated Company Payable $ 492,208.39 

Cust. Deposits & Def. Income $ 

Deferred Taxes-Current $ 

Total Current Liabilities 

(excluding Current Debt) $ 510,658.39 

Current Maturities of L!T Debt 2610 100 $ 

Current Maturities of L!T Debt $ 

Total Current Liabilities 

(including Current Debt) $ 510,658.39 

Notes Payable- Long Term $ 

Deferred Taxes- Long-Term $ 

Total Long Term Liabilities $ 

Total Liabilities $ 510,658.39 

Stockholder's Equit~ 

Common Stock $ 100.00 

Additional Paid In Capital $ 680,000.00 

Retained Earnings $ (231 ,441.13) 

Retained Earnings $ 

Current Earnings $ (1,290.06) 

Dividends Distributed $ 

Total Stockholder's Equity $ 447,368.81 
Gama Charters Inc 

Profit and Loss 

For the Period Ended 

5/31/2013 

GCI Consolidation 

May-1~· 

$ 27,815.00 $ 139,075.00 

$ 940,430.00 $ 5,477,895.02 

Crew Service Revenue $ 125,550.00 $ 385,640.00 

Crew Recovery $ 454,301.37 $ 2,019,001.75 

Coordination Recovery $ 157,770.62 $ 754,573.14 

Recharges $ 1,212.00 $ 6,060.00 

Other Revenues $ 106,355.16 $ 548,429.84 

Net Revenue $ 1 ,813,434.15 $ 9,330,674.75 

Direct Costs 

Aircraft Costs $ 857,480.65 $ 5,174,299.56 

Aircraft Operating Costs $ 1,231.19 $ 4,141.81 

Aircraft Maintenance $ 25,617.31 $ 121,342.79 

Coordination Charges $ 95,008.08 $ 448,814.39 

Direct Crew Costs $ 590,457.10 $ 2,554,683.05 

Other Direct Costs $ 41,744.21 $ 191,354.47 

Recharges $ $ 

Other Direct Costs $ 39,907.50 $ 203,537.50 

Total Direct Costs $ 1,651,446.04 $ 8,698,173.57 

Gross Profit $ 161,988.11 $ 632,501.18 

Indirect Expenses 

Total Salary and Fringe $ 30,356.57 $ 139,856.37 

Marketing $ $ 

Property Costs $ 2,125.79 $ 10,414.64 

Dues & Subscriptions $ 29.61 $ 7,076.62 

Insurances Expense $ 2,614.42 $ 13,072.10 

Telecom Cost $ 1,576.85 $ 6,407.22 

IT Systems Exp $ 449.60 $ 5,891.62 

Meetings,Travel & 

Entertainment Expense $ 5,996.87 $ 27,988.04 

Legal & Accounting $ 4,832.94 $ 39,081.99 

Office Supplies $ 2,496.77 $ 11,696.32 

Other Expense $ 510.00 $ 4,752.88 

Bad Debt Exp $ $ 

Total Indirect Expense $ 50,989.42 $ 266,237.80 

EBITDA $ 110,998.69 $ 366,263.38 

Depreciation Expense Depreciation Expense 9100 $ $ 

Interest Expense Interest Expense 9000 $ $ 

Interest Income Interest Income 9005 $ $ 

Other lncome(Expense) Other lncome(Expense) 9200 $ $ 

Profit{Loss} Before 

Taxes $ 110,998.69 $ 366,263.38 

Corp Income Taxes Federal Income Taxes 9500 $ $ 

State Income Taxes 9600 $ $ 

Net Profit{Loss} $ 110,998.69 $ 366,263.38 
Gama Charters Inc 

Balance Sheet 

5/31/2013 

Unaudited$::.···· J 

Assets 

Current Assets 

Cash 

Cash - Operating Accounts $ 360,309.76 

Cash-Reserved Accounts $ 

Total Cash $ 360,309.76 

Trade and Sundry Receivables 

Trade and Sundry Receivable $ 

Accrued Receivable $ 

Unbilled Management $ 

Total Trade and Accrued Receivable $ 

Affliated Company Receivable $ 212,500.00 

Intercompany Receivable $ 

Inventories $ 

Prepaid & Deferred Expenses $ 101,925.33 

Total Current Assets $ 674,735.09 

Fixed Assets 

Property & Equipment (at cost) $ 1,778.68 

Less: Accum. Depreciation $ 1,778.68 

Net Property & Equipment $ 

Other Assets 

Deferred Taxes- non current $ 

Intangible Assets $ 634,664.00 

Total Other Assets $ 634,664.00 

Total Assets $ 1 ,309,399.09 
Liabilities & Net Worth 

Current Liabilities 

Trade Payables & Accrued Liabilities 

Trade and Sundry Payables $ 

FET Taxes Payable $ 

Accrued Liabilities $ 21,843.00 

Trade and Accrued Liabilities $ 21,843.00 

Affliated Company Payable $ 473,923.90 

Cust. Deposits & Def. Income $ 

Deferred Taxes-Current $ 

Total Current Liabilities 

(excluding Current Debt) $ 495,766.90 

Current Maturities of LIT Debt 2610 100 $ 

Current Maturities of LIT Debt $ 

Total Current Liabilities 

(including Current Debt) $ 495,766.90 

Notes Payable- Long Term $ 

Deferred Taxes- Long-Term $ 

Total Long Term Liabilities $ 

Total Liabilities $ 495,766.90 

Stockholder's Equit~ 

Common Stock $ 100.00 

Additional Paid In Capital $ 680,000.00 

Retained Earnings $ (232,731.19) 

Retained Earnings $ 

Current Earnings $ 366,263.38 

Dividends Distributed $ 

Total Stockholder's Equity $ 813,632.19