BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of GAMA CHARTERS INC. for a certificate ofpublic convenience and necessity under49 U.S.C. 

### § 41102 to engage in interstate charterair 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 ofpublic 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 Inresponse to the Department's supplemental data request, Gamaprovides the following information (with numbering corresponding to the items specified in the Department's request): Corporate Structure and Ownership 1. Identify the place ofincorporation ofOperator 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 ofState ofDelaware. 2. Please provide the articles ofincorporation and the bylaws for Gama and OHG. Detail any actual or potential ability on the part ofany non-citizen entities to influence or control, directly or indirectly, the affairs ofthe air carrier. Provide any documents describing the rights and obligations ofsuch entities. Gama Response. The certificate ofincorporation and bylaws for Gama are attached as Exhibit GAMA-S201. The certificate ofincorporation and bylaws for OHI are attached as Exhibit GAMA-S202. The constitutional documents ofGama and OHI do not create any special voting rights, supermajority approval provisions or minority shareholder veto privileges in favor ofthe non-citizen entities that are owners ofOHI (directly) and Gama (indirectly). 3. Provide a detailed description, ofeach class or series ofstock issued by Gama, as well as the identity and citizenship ofthe owners ofthe stock. The share description should include: the number ofshares outstanding by class or series, convertibility into other classes or series ofstock, representation onthe board ofdirectors, voting rights, entitlement to dividend, consequences offailure to pay such dividends, and liquidation preferences. Gama Response: There are 100 issued and outstanding shares ofGama Charters Inc. The shares ofGama are wholly-owned by OHI. There is one class ofstock. The Gama shares

are not convertible into any other classes or series ofstock nor do they carry an entitlementto dividend. The directors on the board ofGama are appointed by all the shareholders; no stockholder is entitledto name its ownrepresentative to the board. 4. Provide a detailed description, ofeach class or series ofstock issued by OHG, as well as the identity and citizenship ofthe owners ofthe stock. The share description should include: the number ofshares outstanding by class or series, convertibility into other classes or series ofstock, representation onthe board ofdirectors, voting rights, entitlementto dividend, consequences offailure to pay such dividends, and liquidation preferences.

2 Operator Holding Inc. was mistakenly identified as "Operator Holding Group Inc." in Gama's original application.SUPPLEMENTNO. 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 ofOHI 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 ofthe 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 ofthe United Kingdom. The Class B shares issued to Gama Group, Inc. are not convertible into other classes or series ofstock and do not carry a liquidation preference. Class A and Class B shares

are equally entitled to dividend payouts and neither class ofshareholders is favored over the other inthe event ofa failure to pay dividends. Neither the Class A nor the Class B shareholders

are entitled to representation on the OHI Board ofDirectors. 5. Provide a detailed description, ofeach class or series ofstock issuedby Gama Holdings as well as the identity ofthe owners ofthe stock. Ifthere are several layers of ownership by companies (e.g., holding orparent companies, information on the stock ownership should be provided for each layer until the ultimate individual shareholders are reached. GamaResponse. The corporate parent ofGama Group Inc. is Gama Group Ltd. ("Gama Holdings"). Gama Holdings is owned and effectively controlled byEU nationals. TheSUPPLEMENTNO. 2 TO APPLICATION OF GAMA CHARTERS INC. Page 4 ownership ofGarna Holdings is as follows: GamaHolding FZE (Free Zone Establishment)3

owns 100% ofGamaHoldings. The owners ofGamaHolding 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 ofthe United Kingdom. 6. An explanation and/or copies ofany and all existing signed and executed, and contemplated agreements, written or oral, between MerrittProperty, LLC Garna Group, Garna, Garna Aviation, Inc. and Garna Holdings. Please include any stockpurchase agreements and the Master Cooperation and Franchising Agreementbetween Garna and Garna Holdings. GamaResponse. There are two related-company agreements that fall withinthe scope of the Department's request, as follows: (a) Shareholders Agreement. The relationship among the shareholders ofOHI is governed by a Shareholders Agreement among MerrittProperty LLC ("Merritt"), Garna Holdings Ltd., Thomas Connelly and Thomas Miller. The Shareholders Agreementprovides that certain decisions must be approved by at leastthree members ofthe board ofdirectors and a 75% supermajority ofthe shareholders. These decisions include: (1) the location ofthe business

or the company's inventory, (2) changing the nature ofthe company's business, (3) the issuance ofstock, (4) the sale ofall or substantially all ofthe company's stock or assets, (5) the acquisition ofanother entity, (6) the structure ofthe company as a legal ortax entity, (7) the incurrence ofdebt in an amount exceeding $50,000, (8) the declaration ofdividends, (9) additional capital contributions bythe shareholders and (10) capital purchases orthe entering into ofleases for amounts exceeding $50,000. As four out ofthe five Board members and 75% ofthe shareholders are U.S. citizens, the existence ofthese supermajority approval provisions in

3 A tax free industrial zone inthe 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 overthe affairs ofGamaor 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. Pursuantto its existing Part 135 air carrier certificate, Gamaprovides 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 bythe Federal Aviation Administration ("FAA") under Federal Aviation Regulation Part 119. These managers have specialized skills and technical knowledge gained from long experience inthe aviation industry. Gama Aviation Inc. is an aircraft management company that provides management services to aircraft owners. Through its affiliation with other companies ownedby Gama Group offering similar aircraft management services throughout the world, Gamahas established an internationally recognized brand and extensive sales and marketing capabilities. Gama Aviation

uses its global brandto generate demand for the air carrier services ofGama Charters. Under the Master Cooperation and Franchising and Branding Agreement, Gama Charters and Gama Aviation support each other's activities by making theirrespective strengths available to each other. Gama Charters provides flight crews that operate the aircraft managedby Gama Aviation on behalfofthe aircraft owners. Gama Charters also provides maintenance consulting

4 The Shareholders Agreementreflects an allocation ofshares in OHI different from the current ownership structure. Subsequentto the date ofthe 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 GamaAviation in connection with its aircraft management activities. Inreturn, Gama Aviation furnishes Gama Charters with certainback-office and administrative services, plus any maintenance services required by GamaAviation. In addition, Gama Charters is granted a license to use the Gamabrand in connection with its air carrier operations. The Master Cooperation and Franchising and Branding Agreement allows Gama Charters to benefit from the sales efforts ofGamaAviation. 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 ofGama Charters will provide advice and assistance to GamaAviation, enhancing the safety and regulatory compliance efforts ofGamaAviation's aircraft managementbusiness. The terms ofthe Master Cooperation and Franchising and Branding Agreement contain highly confidential and proprietary informationregarding the operating costs for the Part 135 commercial operations ofGama Charters. As a result, Gama Charters is submitting a copy ofthe Master Cooperation and Franchising and Branding Agreement to the Departmentunder seal as Exhibit GAMA-S204, pursuantto a Rule 12 motion for confidential treatment. 7. Please identify the Chairman ofthe Board for OHG. Gama Response. The Chairman ofthe Board for OBI is John Tesei. Mr. Tesei is a citizen ofthe United States.SUPPLEMENTNO.2 TO APPLICATION OF GAMA CHARTERS INC. Page 7 Management and Key Personnel 1. Please provide a currentresume 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 ofall previous employment (both aviation and non-aviation) and education and training, including FAA certifications and license numbers ifapplicable. The employment listing should include the name ofemployer, location (city, state), type ofbusiness, position(s) held, description ofresponsibilities, and dates employed. Gama Response. Resumes are attached as Exhibit GAMA- S205 for the following key personnel: Name Title John P. Tesei Chairman ofthe Board Robert T. McBride Director Thomas H. Miller ChiefExecutive Officer Thomas Connelly Executive Vice President Martin Farrar Director ofQuality Assurance Alex Travia Director ofSafety Steven Vedeskas Operations Manager John Walter ChiefPilot 2. Please provide the compliance informationrequired by Section 204.3(1), (m), ( o), (p) and (q) ofour rules for each individual identified inresponse to question 1 above. Gama Response. DOT compliance questionnaires completed by Gama'skey personnel

are attached as Exhibit GAMA-S206. 3. Gama's application notes that ithas 42 employees. Please provide a list ofall Gama employees includingjob titles. Ifany ofGama's employees are also employed by orhave within the past 12 months served under contractto Gama Holdings or its affiliates, the list should note the entity and the position the Gama employee holds or held with GamaHoldings orits affiliates.SUPPLEMENTNO.2 TO APPLICATION OF GAMA CHARTERS INC. Page 8 Gama Response. Attached as Exhibit GAMA-S207 is a current list ofall Gama employees along with ajobtitle for each employee. The current number ofGama employees is 61. Gama employees onthe list who previously were employed by Gama Charters or Gama Group are designated with an "x" inthe furthest columnto the right. 4. IfGama 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. Gamauses a select group ofcontractpilots that are trained and supervised in connection with Gama's Part 135 air carrier operations. During the past year, Gamahas used the contractpilots listed inthe attached Exhibit GAMA-S208. 5. Please provide a description ofGama'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 ofthree separate carriers operating large aircraft under Part 125 certificates. These operations featured agreements withthree 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 ofSafety, has extensive prior experience with B-737, B-757 and B-767 type aircraft as a result ofhis previous position as Manager ofDispatch and Flight Control at NorthAmerican Airlines.

Financial and Operating Plans 1. Please provide a listing by registration number, ofall aircraft operated by Gama and identify the lessor.SUPPLEMENT NO.2 TO APPLICATION OF GAMA CHARTERS INC. Page 9 Gama Response. A list ofall aircraft operated by Gama, including the registration number ofeach such aircraft and the lessor/owner ofsuch aircraft is provided inExhibit GAMAS209. Because informationregarding the ownership ofthe 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 ofall 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. Ifthe agreements are oral, a summary ofthe terms should be provided. Gama Response. Please see Gama Response no. 6 under the heading "Corporate Structure and Ownership." 3. Provide a list ofall aircraft operatedby Gama and identify the owner ofeach aircraft. The list should indicate whether each aircraft is leased or ownedby Gama and, if leased, identify the lessor. Moreover, ifany aircraft are ultimately ownedby Gama Holdings or its affiliates and leased or subleased to Gamaplease provide a copy ofthe 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 ofeach leased aircraft operated by Gama. One ofthese aircraft is leased by Gama from Gama Aviation. The terms and conditions ofthe aircraft lease agreement between Gama Charters and Gama Aviation are confidential and proprietary. A copy ofthe 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.SUPPLEMENTNO.2 TO APPLICATION OF GAMA CHARTERS INC. Page 10 GamaResponse. The balance sheet and income statements for Gama as ofDecember 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, Gamahas 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 Gamahas a pending application for charter foreign airtransportation (Docket OST-2012- 0180). Gamarequests thatthe Department allow the information submittedherein to be incorporated by reference in its pending application for foreign charter authority.CERTIFICATE OF SERVICE I hereby certify that onthis 9th day ofJuly 2013, a copy ofthe 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 BethBabb, 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

Pursuantto Title 18 United States Code 1001, I, Thomas H. Miller, inmy individual capacity and as the authorized representative ofGamaCharters Inc., state thatthe contents ofthis 

### application andthe accompanying exhibits are true and correctto the

### best ofmy

### knowledge and belief. I have not in anymannerknowingly and willfully falsified. concealedorcoveredup any material fact ormade any false, fictitious. orfraudulent statements orknowingly used any documents whichcontain such statements in connectionwiththepreparation, filing or prosecutionofthis application. 

### I understandthat anindividual who is found to have violatedthe provisions of 18 U.S.C. section 1001 shall befined no more than $10,000 orimprisonednot

more than five years, orboth.

ChiefExecutive Officer

Subscribed

### to and sworn before me this

## 'i?rt' day ofJuly, 2013.

NotaryPublic

Subscribedto and sworn before me this

__day ofJuly 2012. Notary Public P. BONIN NOTABYPUBLIC yyCQMM1SS10NEXPIRESFEB.28,2017

## EXHIBIT GAMA-8201

Certificate ofIncorporation and BylawsGama Charters Inc.

# t])e[aware
PAGE 1 

# %e 

# :FirstState

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 ofState C TION: 7215856 DATE: 03-30-09State of Delaware Secretary of State Division ofCorporations Delivered 10:15 AM 03/30/2009 FILED 09:55 AM 03/30/2009 SRV 090313298 - 3001457 FILE CERTIFICATE OFAMENDMENT TO THE CERTIFICATE OFINCORPORATION 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 ofthe State ofDelaware, does herebycertif)r as follows: L The Certificate of Incorporation of the Corporation was filed with the SecretaryofState ofDelaware onFebruary4, 1999. 2. The Board ofDirectors ofthe Corporation, byunanimous written consent on March 30, 2009, du1y adopted the following resolution in 

### accordance with Section 141(£) ofthe General Corporation Law ofthe State ofDelaware: RESOLVED, that the Certificate ofIncorporation ofthe Corporation, as amended, beamendedbychanging Article 1thereofso that, as amended, said Article shall read in its entirety as follows: 1. The name ofthe corporation is: Gama Charters

### Inc. 3. That in lieu ofa meeting ofthe stockholders ofthe Corporation, the sole stockholder of the Corporation approved and adopted said amendment by written consent in accordance with Section 228 ofthe General Corporation Law ofthe State of Delaware. 4. The amendment to the Corporation's Certificate ofIncorporation set forth below was duly adopted pursuant to and in accordance with Section 242 ofthe General Corporation Law of the State of Delaware and amends the provisions ofthe existing Certificate ofIncorporation ofthe Corporation. (Signature is on the followingpage.)

CLI-159!913vlIN WITNESS WlffiREOF, the Corporation has caused this Certificate of Amendmentto the Certificate ofIncorporation to be signed this 30th day ofMarch, 2009.

CLI-l59l9!3vl FLIGHT SERVICES GROUP, INC.

# Br:=->~**\~~**

# ~~ John P. Tese\ Title: President

# f])e{aware PAGE 1 

# %e 

# :FirstState

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: 12-12-0702/04/99 17: 17 CSC US CORP CO -t WI U1INGTON**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 OFAMENDMENTTO THECER.TIFICATS OFINCORPORATION 

### OF OGDEN ACQUISmONCOMPANY

Itiahereby

### certifiedthat:**FIRST~** 

### Thenameof'the

### COJpOration is OgdenAcquisition

### Company $ECOND: The 

### certificateofineoJpDRtion 

### 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 ofthe 

### corporation is Ogden Plight Services

### ·Group,**I~"** 

### . 

## TRIRl2 Tho 

### amendment ofthe 

### ceitmcate of

### incorporation: herein 

### certified bas 

### been duly 

### adopted 

### and written c;onseut

### basbeen.given 

### in 

### acCordance with the provisions 

### of Sections

### Zl8 and

### 242of the

### GeneralCorporation

### Law of the 

### Stateof

### Delaware. Signed on

### Febmary**16~** 

### 1999


## PeterAllen Sr.Vice

### President and 

### Secrewy

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00AM 02/16/1999 991060497

- 3001457.CERTIFICATEOFMERGER of OGDEN FLIGHT SERVICES GROUP, JNC. 

### and FLIGHT SERVICES GROUP, INC.
The undersigned corporationDOES HEREBY CERTIFY: STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00AM 03/03/ 1999 " 991082087

- 3001457



### FIRST: Thatthe

### names and 

### states ofincorporation ofthe 

### constituent corporations ofthe merger are as follows: NAME STATE OF INCORPORATION



## - - OgdenFlight Services**~p.** Inc. Delaware FlightServices Group, Inc. · Delaware SECOND: That

### an Agreement and

### Plan ofMergeramong the

### parties to the 

### mergerhas been approved, adopted, certified, executed and acknowledged by each of the constituent corporations inaccol'dance with the requirements ofSection 2.51ofthe General Corporation

### Law ofDelaware. 

### THIRD: That the 

### name of the 

### surviving corporation ofthe 

### merger is 

### Ogden Flight Services Group, Inc., a Delaware cotpQration. FOURTH: Thtt the Certificate oflncorporatioa ofOgdenFlight Services Group, Inc•• a Delawarecorporation. which is surviving the merger, shall be the Certificate ofIncorporatiOn ofthe surviving COJPOtation until such 

### time as itmay be amended 

### inaccordance with applicable 

### la.w. FIFfH: That the executed Agteement andPlanofMerger is on file atthe principal

## place ofbusiness ofthe survi\'ing 

### corporation. the 

### address ofwhich is 

### Two Pennsylvania Plaza, New York, NY 10121. SIXTH: That a copy ofthe Agreement and Plan ofMerger will be furnished, onrequest and without cost, to any stockholder ofany constituent corporation.

"MCt.:9Nilill4fl6.l**~RMQIHl**SEVEN1H: 

### that this Cenificate of Merger shall be effeaive upon 

### filing with the Secretary

### ofState 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 OFDELAWARE SRV 040611023

- 3001457 FILE CERTIFICATE OFAMENDMENT OF CERTIFICATE OF INCORPORATION

OGDEN FLIGHT SERVICES GROUP, INC. (the "Corporation"), a corporation organized and existing underand by virtue ofthe General Corporation Lawofthe State ofDdaware; DOES HEREBY CERTIFY: FIRST: Thatata meeting ofthe Board ofDirectors ofthe Corporationresolutions were duly adopted settingforth a proposedamendment ofthe Certificate ofIncorporation of said Corporation, declaring saidamendment to be advisable and providing for consideration ofsaid amendmentby the**sh<:~reholders** pfthe Corporationbyunanimous w-ritten consent in lieu ofa meetingpursuantto Section 228(a) ofthe General Corporation Lawofthe State ofDelaware. Theresolution setting forth the proposed amendmentis as follows: "RESOLVED, thatthe Certificateoflncorporation forthis Corporationbe amendedby changingthe Article thereofnumbered "1 (One)" sothat, as amended, said Article shall be andread as follows: "thename ofthe Corporation is F1ight Services Group, Inc." SECOND: Thatthereafter, pursuantto Section 228(a) of1he General Corporation Lawof the State ofDelaware, the shareholders ofthe Corporationexecuted a unanimous vvritten consentin lieuofmeeting approving and adopting said amendment. THIRD: That said amendment was duly adopted in accordance withtheprovisions of Article 242 ofthe General Corporation Law ofthe State ofDelaware. FOURTH: Thatthe capital ofthe Corporation shall not be reduced under orby reason of said amendment.

IN WITNESS WHEREOF, said Flight Services Group, Inc. has causedthis certificate to be signed by George A. Antoniadis, Chairman oftheBoard ofDirectors 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 bein the City ofWilmington, County ofNew Castle, State ofDelaware. Section 2. 

### The corporationmay also have offices at such otherplacesboth within and without the State ofDelaware as the board ofdirectors may from time to time determine or the business ofthe corporation may require. ARTICLE IT**MEET~GSOFSTOCKHOLDERS** 

### Section 1. All meetings ofthe stockholders for the election ofdirectors shall be held at suchplace, eitherwithin orwithoutthe State ofDelaware, as shallbe designated from time to time by the board ofdirectors and stated in the notice ofthe meeting, orin a duly executed waiver of notice thereof. Section 2. Annual meetings ofstockholders shall be held on such date and at such time as shallbedesignated from timeto time by the board ofdirectors, ifnot a legal holiday, atwhich they shall elect by a plurality vote a board ofdirectors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice ofthe annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at suchmeeting not less thanten nor more than sixty days before the date ofthe meeting. Section 4. The officer who has charge ofthe stock ledger ofthe corporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list ofthe stockholders entitled to vote atthe meeting, arranged in 

### alphabetical order, and showing the address ofeach stockholder and the number ofshares registered in the name ofeach stockholder. Such list shallbe opento the examination ofany stockholder, for any purpose germane to the meeting, during ordinary business hours, for aperiod ofat leastten days priorto the meeting, eitherat aplacewithin the city where the meeting is to be held, which place shall be specified in the notice ofthe 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 ofthe meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings ofthe stockholders, for any purpose or purposes, unless I HoWUFl\!NCORP.OOOO<iDE>I ACQtmlmOJ-ffiYlAWS.DOC

## c-""! \_ ./ 

### otherwiseprescribed by statute orby the certificate ofincorporation, may be called by the president and shall be called by the president or secretary at the request in writing ofa majority ofthe board ofdirectors, or at the request in writing ofstockholders owning a majority in amount ofthe entire capital stockofthe corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes ofthe proposed meeting. Section 6. Written notice ofa special meeting stating the place, date and hour ofthe meeting and the purpose orpurposes forwhich the meeting is called, shallbe given not less thanten nor more than sixty days before the date ofthe meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice. Section 8. 

### A majority ofthe 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 ofthe stockholders for the transaction ofbusiness except as otherwise provided by statute or by the certificate ofincorporation. If, 

### however, such quorum shall not be present or represented at any meeting ofthe stockholders, the stockholders entitled to votethereat, presentin 

### person orrepresentedby proxy, shallhave power to adjournthe 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 betransacted which might have been transacted at the meeting as originally notified. Ifthe adjournment is for more thanthirty days, or if

### afterthe adjounnnent a new record date is fixed 

### for the adjourned meeting, a notice ofthe 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 ofthe holders ofa majority ofthe stockhaving voting powerpresent inperson orrepresented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision ofthe statutes or ofthe certificate ofincorporation, a different vote is required in which case such express provision shall govern and control the decision ofsuch question. Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting ofthe stockholders be entitled to one vote inperson orby proxy for each share ofthe capital stockhaving voting powerheld by such stockholder, but no proxy shall be voted on afterthree years :from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate ofincorporation, any action required to be taken at any annual or special meeting ofstockholders ofthe corporation, or any action which may be taken at any annual or special meeting ofsuch stockholders, may betaken without a meeting, without prior notice and without a vote, ifa consent in writing, settingforth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number ofvotes 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 ofthe taking ofthe corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who

.. -..,. 2\

.. 

### havenot consented in writing. ARTICLE ill 

### DIRECTORS Section 1. The numberofdirectors which shall constitutethe whole board shall not be less thanthree normore than 6. The first board shall consist ofthree directors. Thereafter, within the limits above specified, the number ofdirectors shall be determinedbyresolution ofthe board of directors orby the stockholders at the annual meeting. The directors shall be elected atthe annual meeting ofthe stockholders, except as provided in Section 2 ofthis Article, and each directorelected 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 increasein the authorized number ofdirectors may befilled by a majority ofthe directors then in office, though less than a quorum, orby a sole remaining director, and the directors so chosen shall hold officeuntil the next annual election and until their successors are duly elected and shall qualifY, unless sooner displaced. Ifthereare no directors in office, then an election ofdirectors may be heldin the manner provided by statute. If, 

### at the time offilling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority ofthe 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 ofthetotal number ofthe shares atthe time outstandinghaving the right to vote for such directors, summarily orderan election to be heldto fill any such vacancies ornewly created directorships, or to replace the directors chosen by the directors then in office. Section 3. Thebusiness ofthe corporation shall be managed by orunderthe direction ofits board ofdirectors which may exercise all such powers ofthe corporation and do all suchlawful acts and things as are not by statute orbythe certificate ofincorporation orby these by-laws directed orrequired to be exercised ordone by the stockholders. MEETINGS OF THE BOARD OFDIRECTORS Section4. Theboard ofdirectors ofthe corporation mayhold meetings, both regular and special, either within or without the State ofDelaware. Section 5. The first meeting ofeach newly elected board ofdirectors shall be held at such time and place as shall be fixed by the vote ofthe stockholders at the annual meeting and no notice ofsuch meeting shallbe necessaryto the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event ofthe failure ofthe stockholders to fix

### the time orplace ofsuch first meeting ofthe newly elected board ofdirectors, orin the event such meeting is notheld 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 anotice given as hereinafterprovided for special meetings of the board ofdirectors, or as shall be specified in awritten waiver signed by all ofthe directors. Section 6. Regularmeetings oftheboard ofdirectors may be held without notice at 31r). 

### suchtime and at such place as shall from time to time be detennined by the board. \_)

'\

...} 

### Section 7. Special meetings oftheboard may be called by the president onten days' notice to each director, either personally or by mail orby telegram; special meetings shall be called by the president or secretary in 

### like manner and on like notice onthewritten request oftwo directors unless the board consists ofonly 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 ofthe sole director. Section 8. At all meetings ofthe board, a majority ofthe directors shall constitute a quorum for the transaction ofbusiness and the act ofa majority ofthe directors present at any meeting at which there is a quorum shall be the act ofthe board ofdirectors, except as may be otherwise specifically provided by statute orbythe certificate ofincorporation. If

### a quorum shall not be present at any meeting ofthe board ofdirectors the directors present thereat may adjourn the meeting from time totime, without notice otherthan announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate ofincorporation orthese bylaws, any action required or permitted to be taken at any meeting oftheboard ofdirectors orofany committee thereofmaybe taken without ameeting, ifall members ofthe board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings ofthe board or committee. Section 10. Unless otherwise restrictedby the certificate ofincorporation orthese bylaws, members ofthe board ofdirectors, or any committee designated bythe board ofdirectors, may participate in a meeting ofthe board ofdirectors, or any committee, by means of conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence in person at the meeting. CO:M:MITTEES OF DIRECTORS Section 11. The board ofdirectors may, by resolution passed by a majority ofthe whole board, designate one ormore committees, each committee to consist ofone ormore ofthe directors ofthe 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 ofthe committee.

4 HMJUFI\!NCORP.IlOCIOODEN I.CQU!SmONBYLAWSJlOCAny such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority ofthe board ofdirectors in the management ofbusiness and affairs ofthe corporation, and may authorizethe seal ofthe corporation to be affixed to all papers which may require it; but no such committee shall have the power or authorityinreference to amending the certificate ofincorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance ofshares ofstock adopted bythe board ofdirectors asprovided in Section 151(a) fix any ofthe preferences orrights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation orthe conversion into, orthe exchange ofsuch shares for, shares ofany other class or classes or any other series ofthe same or any other class or classes ofstock ofthe corporation) adopting an agreement ofmerger orconsolidation, recommendingto the stockholders the sale, lease or exchange ofall orsubstantially 

### all ofthe corporation1s property and assets, recommending to the stockholders a dissolution ofthe corporation or a revocation ofa dissolution, or amending the bylaws ofthe corporation; and, unless the resolution or the certificate ofincorporation expressly so provide, no such committee shall have thepower or authority to declare a dividend orto authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name ornames as may be determined from time to time byresolutions adopted bythe board ofdirectors. Section 12. Each committee shall keep regular minutes ofits meetings and report the same to the board ofdirectors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted bythe certificate ofincorporation orthesebylaws, the board ofdirectors shall have the authority to fix the compensation ofdirectors. The directors may be paid their expenses, ifany, ofattendance at eachmeeting ofthe board ofdirectors and may be paid a fixed sum for attendance at each meeting ofthe board ofdirectors or a stated salary as director. No such payment shall preclude any director from servingthe corporationinany other capacity and receiving compensationtherefor. Members ofspecial or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OFDIRECTORS Section 14. Unless otherwiserestricted bythe certificate ofincorporation orby law, any director orthe entireboard ofdirectors may beremoved, with orwithout cause, by theholders ofa majority ofshares entitled to vote at an election ofdirectors. ARTICLE IV

NOTICES Section 1. Whenever, under the provisions ofthe statutes or ofthe certificate of incorporation orofthese by-laws, notice is required tobegivento any director or stockholder, it shall notbe construed to meanpersonal notice, but such notice may begiven in writing, by mail, addressed to such director or stockholder, at his address as it appears onthe records ofthe corporation, with

..**'.~**.. 5,r·"\ 

### postage thereon prepaid, and such notice shall be deemed to begiven atthetime 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 ofthe statutes or ofthe certificate ofincorporation or ofthese by-laws, awaiverthereofinwriting, signed by the person or persons entitled to said notice, whetherbefore or afterthe time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers ofthe corporation shall be chosen by the board ofdirectors and shall be apresident, avice president, a secretary and atreasurer. Theboard ofdirectors may also choose additional vice presidents, and one ormore assistant secretaries and assistant treasurers. Any number ofoffices maybeheld by the same person, unless the certificate ofincorporation orthese bylaws otherwise provide. Section 2. The board ofdirectors at its first meeting after each annual meeting of stockholders shall choose apresident, one ormore vice presidents, a secretary and a treasurer. Section 3. The board ofdirectors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for suchterms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries ofall officers and agents ofthe corporation shall be fixed by the board ofdirectors. Section 5. The officers ofthe corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board ofdirectors may be removed at any time by the affinnative vote ofamajority ofthe board ofdirectors. Any vacancy occurringin any office ofthe corporation shall be filled by the board ofdirectors. THE 

### PRESIDENT Section 6. The president shall be the chiefexecutive officerofthe corporation, shall preside at all meetings ofthe stockholders and the board ofdirectors, shall have general and active management ofthe business ofthe corporation and shall see that aU orders and resolutions ofthe board ofdirectors are carried into effect.

..-..... 

### 6r\ 

### Section 7. He shall execute bonds, mortgages ancl'other contracts requiring a seal, 

### \L

.... ) under the seal ofthe corporation, except where required orpermittedby law to be otherwise signed and executed and except where the signing and execution thereofshallbe expressly delegated by the board ofdirectors to some other officer or agent ofthe corporation.

\. 

### THE VICE PRESIDENTS Section 8. Inthe absence ofthe president orin the event ofhis inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the orderdesignated bythe directors, orin the absence ofany designation, then in the order oftheir election) shall performthe duties ofthe president, and when so acting, shall have all the powers of and be subject to all 

### the restrictionsupon the president. The vice presidents shall perform such other duties and have such otherpowers as the board ofdirectors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings ofthe board ofdirectors and all meetings ofthe stockholders and record all the proceedings ofthe meetings ofthe corporation and ofthe board ofdirectors in a bookto be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause tobe given, notice ofall meetings ofthe stockholders and special meetings ofthe board ofdirectors, and shall perform such other duties as may be prescribed by the board ofdirectors or president, under whose supervision he shall be. He shall have custody ofthe corporate seal ofthe corporation and he, or an assistant secretary, shall have authority to affix

### the same to any instrument requiring it and when so affixed, itmay be attested by his signature orbythe signature ofsuch assistant secretary. The board ofdirectors may give general authority to any other officer to affix the seal ofthe corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or ifthere be more than one, the assistant secretaries in the order determined by the board ofdirectors (orifthere be no such determination, then inthe order oftheir election) shall, in the absence ofthe secretary orin the event ofhis inability or refusal to act, performthe duties and exercise the powers ofthe secretary and shall perform such other duties and have such other powers as the board ofdirectors may from time totime prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. Thetreasurer shall have the custody ofthe corporatefunds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and tothe credit of the corporation in such depositories as may be designated by the board ofdirectors. Section 12. He shall disburse the funds ofthe corporation as may be ordered by the board ofdirectors, taking proper vouchers for such disbursements, and shall render to the president and the board ofdirectors, at its regular meetings, or when the board ofdirectors so requires, an account ofall his transactions as treasurer and ofthe financial condition ofthe corporation. Section 13. Ifrequired by the board ofdirectors, he shall give the corporation abond

...... 7

### /'--.., (which shall be renewed every six years) in such sum and with such surety or sureties as shall be {i**~** 

### "··

.**.-~** 

### satisfactoryto the board ofdirectors for the faithful performance ofthe duties ofhis office and for the restoration to the corporation, in 

### case ofhis death, resignation, retirement orremoval from office, ofall books, papers, vouchers, money and otherproperty ofwhateverkind in his possession orunder his control belonging to the corporation. Section 14. The assistant treasurer, orifthere shall be more than one, the assistant treasurers in 

### the orderdetermined by the board ofdirectors (or

### ifthere be no such determination, then in the orderoftheir election) shall, in the absence ofthe treasurer or in the event ofhis inability or refusal to act, perform the duties and exercise the powers ofthe treasurer and shall perform such other duties and have such otherpowers as the board ofdirectors may from timeto time prescribe. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares ofthe corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, orin the name ofthe corporation by, the chairman orvice-chairman oftheboard ofdirectors, orthe president ora vice president and the treasurer or an assistant treasurer, orthe secretary or an assistant secretary ofthe corporation. Within a reasonable time after the issuance or transfer ofuncertified stock, the corporation shall send to the registered owner thereofa written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or218(a) or a statement thatthe corporation

### willfurnish without charge to each stockholderwho so requests the powers, designations, preferences and relative participating, optional or other specialrights ofeach class ofstock or series thereofand the qualifications, limitations orrestrictions ofsuch preferences and/or rights. Section 2. Any oforall the signatures on a certificate may be facsimile. Incase any officer, transfer agent orregistrarwho has signed orwhose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent orregistrarbefore such certificate is issued, it may be issued by the corporation with the same effect as ifhe were such officer, transfer agent or registrar atthe date ofissue. LOST CERTIFICATES Section 3. The board ofdirectors may direct a new certificate or certificates or uncertificated shares to be issued in place ofany certificate or certificates theretofore issued by the corporation alleged to havebeen lost, stolen or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate ofstockto be lost, stolen ordestroyed. When authorizing such issue ofa new certificate or certificates or uncertificated shares, the board ofdirectors may, in its discretion and as a condition precedent to the issuance thereof, require the owner ofsuch 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 bemade against the corporation with respect to the certificate 8**/"~\** 

### alleged to have been lost, stolen ordestroyed. %_

_______} 

### TRANSFER OF STOCK Section 4. Upon surrenderto the corporation orthe transfer agent ofthe corporation ofacertificate for shares duly endorsed or accompanied by properevidence ofsuccession, assignation or authorityto transfer, it shall be the duty ofthe corporationto issue anew certificate to theperson entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt ofpropertransferinstructions from the registered owner ofuncertificated shares such uncertificated shares shall be cancelled and issuance ofnew equivalent uncertificated shares orcertificated shares shallbe made to the personentitled thereto and the transaction shall be recorded upon the books of the corporation. FIXINGRECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice oforto vote at any meeting ofstockholders orany adjournment thereof, orto express consent to corporate action in writing without ameeting, orentitled to receive payment ofany dividend or otherdistribution or allotment ofany rights, orentitled to exercise anyrights inrespect ofany change, conversion or exchange ofstockorfor the purpose ofany otherlawful action, the board ofdirectors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date ofsuch meeting, nor more than sixty days prior to any other action. A detennination of stockholders ofrecord entitledtonotice oforto vote at a meeting ofstockholders shall apply to any adjournment ofthe meeting: provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right ofa person registered on the books as the owner ofshares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments aperson registered on its books as the owner of shares, and shall not be boundto recognize any equitable orother claimto orinterest in 

### such share or shares on the part ofany otherperson, whetherornot it shall have express orother notice thereof, except as otherwise provided by 

### the laws ofDelaware.

9\. ARTICLE VII GENERALPROVISIONS DIVIDENDS 

### Section I. 

### Dividends upon the capital stock ofthe corporation, subject to the provisions ofthe certificate ofincorporation, if

### any, may be declaredbytheboard ofdirectors at any regular or special meeting, pursuant to law. Dividends maybe paid in cash, inproperty, orin shares ofthe capital stock, subject tothe provisions ofthe certificate ofincorporation. Section 2. Before payment ofany dividend, there may be set aside out ofanyfunds ofthe corporation available for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, 

### thinkproperas areserve orreserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property ofthe corporation, orfor such otherpurpose as the directors shall thinkconducive tothe interest ofthe 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 ofdirectors shall present at each annual meeting, and at any special meeting ofthe stockholders when called for by vote ofthe stockholders, a full and clear statement ofthebusiness and condition ofthe corporation. CHECKS 

### Section 4. All 

### checks or demands for money and notes ofthe corporation shall be signed by such officer or**offic~rs** 

### or such otherperson orpersons as theboard ofdirectors may from time totime designate. FISCAL YEAR Section 5. The fiscal year ofthe corporation shall coincide with the calendar year unless othetwise fixed by resolution ofthe board ofdirectors. SEAL 

### Section 6. The corporate seal shall have inscribed thereon the name of the corporation, theyear ofits organization am:J the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereofto be impressed or affixed orreproduced or otherwise.

..-:··. 10

# {)

\ INDEMNIFICATION Section 7. The Corporation shall indemnifyto the fullest extent permittedbylaw any personwho is orwas a partyto orwitness orparticipant in, oris threatened to be made a party to orwitness orparticipant 

### in, any threatened, pending orcompleted action, suit orproceeding, whether 

### criminal, 

### civil, administrative orinvestigative, by reason ofthefact that suchperson or suchperson's testator orintestate is orwas a director, officer, employee or agent ofthe Corporation or serves or served attherequest oftheCorporationany otherenterprise as a director, officer, employee oragent against expenses (including attorneys' fees),judgments, fines and amountspaid in settlement actually and reasonably incurred bysuchpersonin connectionwith such action, suit orproceeding. Any and all expenses (including attorneys' fees) incurred by any suchperson in defending or settling any such action, suit orproceedingin advance ofthefinal disposition ofsuch action, suit orproceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it ofan undertaking by or on behalfofsuchpersonto repay such expenses ifit shall ultimatelybe determined bya finaljudgment or otherfinal adjudication that such person is not entitled tobe indemnified bythe 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 asa director, officer, employee or agent as provided above. No amendment of this by-law shall impairthe rights ofany person arising at any time with respectto events occurring prior to such amendment. For purposes oftbis by-law, the term ucorporation" shall include any predecessor ofthe Corporation and any constituent Corporation (including any constituent of a constituent) absorbed bythe Corporation in a consolidation or merger; the term 110ther enterprise11 shall include any corporation, partnership,joint venture, trust oremployee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee ofthe Corporation which imposes duties on, orinvolves servicesby such director, officer oremployeewith respect to any employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a personwith respect to an employeebenefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to any employee benefit plan which such person reasonablybelieves tobein the interest ofthe participants and beneficiaries ofsuch plan shall be deemed tobe action not opposed tothebest interests ofthe Corporation. ARTICLE VII AMENDMENTS Section 1. These by-laws may be altered, amended orrepealed ornewby-laws may beadopted by the stockholders orby the board ofdirectors, when such poweris conferredupon the board ofdirectors by the certificate ofincorporation at any regular meeting ofthe stockholders or ofthe board ofdirectors or at any special meeting ofthe stockholders or ofthe board ofdirectors if notice ofsuch alteration, amendment, repeal oradoption ofnew byMlaws be contained in the notice ofsuch special meeting. Ifthe powerto adopt, amend orrepeal by-laws is conferred upontheboard

;•, 11 H:\AlUf1\!NCOl!P.DOOOGDENACQUISIDONBYU.WS.POC

### ..,:---, ofdirectors by the certificate ofincorporationit shall not divest orlimitthe power ofthe stockholders ::. ':; 'Z. ) 

### to adopt, amend orrepeal by-laws.

12

## EXHIBIT GAMA-8202

Certificate ofIncorporation and BylawsOperatorHolding Inc.

# 'lJe[aware
PAGE 1 

# %e :FirstState

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: 02-26-08SEP-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 ofthe 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 ofWilmington, countv of Newcastle. The 

## name of Its 

# registered agent 

# at 

# such address 

# isThe 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 ofshares ofstocK which the corporation shall have 

## authorftv to Issue Is: 

## Ten 

## <1O> and tne par value ofeach ofsuch shares Is: one Hundred Dollars 

## <S 100.001 amounting In the aggregateto 

## one Thousand Dollars C$100Cl.OO>. 

## 5. The name and mailing address ofeach 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 19801SEP-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 adirector until the first annual meeting ofthe stocl<ttolders or until asuccessor 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 ofthe 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 ofthe corporation. · To set apart out ofany ofthe funds ofthe corporation avallat:>le for ctlvldencts areserve or reserves for any proper purpose and to abolish any such reserve In the manner In which itwas created. BY amaJority ofthe wnole board, to designate one or more committees, each committee to consist of one or more ofthe 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 ofthe committee. The by-laws may provide that In tne absence or disqualification ofamember of acommittee, the member or members thereof present at any meeting and not disQualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member ofthe board ofdirectors to act atthe meeting In tne place ofany such absent or disqualified member. Any such committee, to the extent provJdedln the resolution ofthe board of directors, or In the bylavvs ofthe corporation, shall have ana may exercise all the powers and authorltv ofthe board ofdirectors In the management of theSEP-28-2000 14=27 C T CORPORATION WASH DC 202 737 3237 P.12/13



## business and affairs ofthe 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 ofall or substantially an of the corporation's property and assets, recommending to the stockholders adlssoJutlon ofthe corporation or arevocation of a dissolution, oramending the by-Jaws ofthe corporation; ana, unless the resolution or by-tavvs expressly so provlae, no such committee shall nave the power or authority to declare adividend orto authorize the issuance ofstock. When and as authorized bY the stockholders In accordance with Jaw, 

# to sell, lease or exchange all orsubstantially all ofthe 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 forthe best Interests oftne corporation. a. 

## Elections of directors need not be by 

## written ballot unless the by-laws ofthe corporation shall so provide. Meetings of stockholders may be held within or wttnoutthe state of Delaware, as the by-laws may provide. The books ofthe corporation may be l<ept csubject to any provision contained In the statutes> outside the State of Delaware atsuch place or places as may be designated from time to tlme bYtne board of directors or In the by-laYJS ofthe corporation. 9. me·corooratlon reserves the rrgnt to amend, alter, change or repeal any provision contained In this certificate of Incorporation, In the manner nowor 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. Adirector ofthe corporation shall not be personally liable to the corporation or Its stockholders for monetary damages for breach offiduciary duty as adirector 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 orWhich Involve Intentional misconduct or

# aknowing violation ofJaw,

# mn under section 174 of

## the Delaware General corporation taw, or <Iv> 

## for anytransaction from 'v'Vhlch the 

## director derived any improper personal benefit. WE, THE 

## UNDERSIGNED, being each ofthe Incorporators nerelnbefore named, for the purpose of

## forming acorporation pursuant to the General corporation taw of

## the State of Delaware, do make this certificate, hereby declaring and certifYing thatthts 

## 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. KinnamonSECRETARY OF STATE JIVISTON OF CORPORATIONS

. "ILED 03: 00 PM 12/15/2000 · 001632043

- 3294711



### AIIEJfDED Alm 

### RESTATED 

### CERTIFICATE OFIRCORPORATIOII 

### OF OPERATORHOLDIXG ltfC.


### Operator Holding Inc., a corporation organized and existingunder 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 ofthe Secretary ofState ofthe State ofDelaware on September 28, 

### 2000.

. SECOND: The Board 

### of Directors of 

### the Corporation, by 

### unanimous consent dated the date hereofin accordance with 

### Section 141(ij 

### ofthe 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 ofthis cori»oration is Operator Holding Inc. {the "Corporation").

### Article 2. REGISTERED OFFICEAND AGEN'T 

### The registered office ofthe Corporation shall be located at CorporationTrustCenter, 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 ofthe 

### Corporation is to engage in any lawful 

### actor 

### activity for 

### which corporations 

### may be 

### organized under

### the General Corporation Law 

### ofthe State ofDelaware (the "Delaware 

### General corporation Law"). 

### The Corporation shall have 

### all power necessary or convenient to 

### the conduct, 

### promotion or attmnment 

### ofsuch 

### acts 

### and activities. · Article 4. CAPITAL STOCK 

### 4.1.Authorized Shares 

### The total number ofshares ofall classes ofstock that the Corporation shall have the authority to issue is 200, ofwhich 100 of such 

### shares shall 

### be Class

### A Common 

### Stock having a parvalue of$.01 per share ("ClaM A 

### Common Stock"), and 100 ofsuch shares shall be Class B Non

### Voting Common 

### Stockt having a parvalue of $.0

### 1 per share ("Class B NonVoting common 

### Stocr and, together with the ClassA 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 ofClass A Common Stock. Each share ofClass. 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 ofshares ofany class ofstock having

### preference over the Common Stock as to the payment 

### ofdividends, 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 Stockand on any 

### class or series of stock entitled to participate therewith as to 

### dividends, outof

### any assets 

### legally available for the payment ofdividends thereon, butonly when and as declared by 

### the Board ofDirectors ofthe Corporation. 

### 4.2.3. Disaolutio:a, Liquidation, Winding Up In 

### the event ofany 

### dissolution, liquidation, orwinding up 

### ofthe**Corpo~tion.** 

### whether 

### voluntary or involuntary, the holders ofthe Common Stock, and holders ofany 

### class or series ofstock entitled to participate therewith, in 

### whole or in part, as to 

### the distribution ofassets 

### in such event, shall 

### become entitied to participate in 

### the distribution ofany 

### assets of 

### the 

### Corporation remaining after the Corporation shall have paid, 

### or**provid~** 

### for 

### payment of. 

### all 

### debts and liabilities ofthe 

### Corporation and after the Corporation shall have paid, or 

### set aside for payment, to the holders ofany 

### class of stock 

### having preference 

### over the Common Stock in the event of dissolution, 

### liquidation orwinding up the full 

### preferential amounts (ifany} 

### to which 

### they 

### are entitled. 

### 4.2.4. Voting 

### Rights Each holder 

### of shares 

### ofClass ACommon Stock shall be 

### entitled to attend all special and annual meetings ofthe stockholders ofthe Corporation and, share for 

### share

# and without

### regard to class, together with 

### the 

### holders ofall other classes of stock 

### entitled to attend such meetings and to vote (except 

### any class or series ofstock having special 

### voting rights), to cast one vote for each outstanding share ofClassA Common Stock so held upon 

### any matter or thing {including, without limitation, the election ofone or more directors} 

### properly considered 

### and acted upon by 

### the stockholders. 

## No holder ofshares of

## Class BNon-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.lllitialDircc:ton; Number; 

### Election The following persons, having the following mailing addresses, shall serve as the directors

# orthe Corporation until the first annual meeting of the 

### stockholders ofthe 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 desTulleries, 1293- Bellevue Geneva. Switzerland 

### David Hurley

. Airport Business Center 611 Access Road 

### Stratford, CT 06615 USA.



### The number ofdirectors ofthe Corporation shall be such number as 

### from time to 

### time shall 

### be fixed 

### by, or

### in the mannerprovided in, the bylaws 

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

### the Corporation shall otherwise require, the election ofdirectors ofthe Corporation need not be by 

### written ballot. Except as otherwise provided in this Certificate ofIncorporation, each 

### director ofthe Corporation shall be entitled 

### to one vote per director 

### on all matters voted or acted 

### upon by 

### the Board ofDirectors.

\\\OC · 82525/1· "11636>11**v~**

### 5.2.Manacement ofBuaineaa and Affairs 

### ofthe Corporation The business and 

### affairs ofthe 

### Corporation shall be 

### managed by 

### or 

### underthe direction of

### the Board 

### of

### Directors. 5.3.Limitation ofLiability No director of

### the Corporation shall be 

### liable to the Corporation or its 

### stockholders for 

### monetary damages for breach offiduciary 

### duty as a 

### director, provided that this provision shall noteliminate or limit the liability of · a director (a) for 

### any 

### breach ofthe director's duty of

### loyalty to the Corporation 

### or

### its stockholders; {b) for 

### acts or omissions not in good faith 

### orwhich 

### involve intentional misconduct or a 

### knowing violation oflaw; (c) 

### upder- 

### Section 174 

### of the Delaware 

### General Corporation Law; 

### or (d) for any 

### transactionfrom which the 

### director derived 

### an improperpersonal benefit. Any 

### repeal ormodification ofthis Article 5.3 shall be 

### prospective only and shall not 

### adversely affect any right or protection of, or any limitation ofthe liability of, a 

### director ofthe 

### Corporation existing 

### at. or arising out 

### offacts 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 ofthe 

### powers conferred by the Delaware General Corporation Law, the Board of Directors ofthe 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 ofIncorporation, and 

### other

### provisions authorized by 

### the laws ofthe State ofDelaware at the time in force 

### may be added or inserted, in the manner now orhereafter 

### prescribed by

### law; and all rights, 

### preferences, and privileges ofany 

### 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.

### IlfWITNESS WHEREOF, 

### each of

### the undersignedt being a director ofthe Corporation hereinabove named, 

### here

### by certifies that the facts 

### hereinabove stated are truly set forth, and accordingly 

### executes this Amended 

### and Restated Certificate ofIncorporation this 15th day 

### ofDecember, 2000.



### Isl GregotyThomas GregoryThomas



### IsI Zacharias Korelas Zacharias 

### Korelas

{sf 

### George Vovatzis George 

### Voyatzis

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

OPERATORHOLDING 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 .docaccount 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.

25. 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

3or 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. 

### STOCKHOLDERMEETINGS. 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

4meeting 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

5order 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.

6QUORUM. 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

7of 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.

8NOTICE 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 orwithout 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 permitted 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

10until 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

11therein, 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.

12ARTICLE VI CONTROL OVERBY-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- OperatorHolding 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 ofAdditional 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 ofthe 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
2Shareholder 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 ofStock 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 ndisability" 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

10representing 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.

11endorsed 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 12the 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 13to 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.

14IN 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

15IN 

### 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 GamaAviation Inc.

[submitted under seal pursuant to a Rule 12 Motion for Confidential Treatment]

# EXHIBIT GAMA-8205

Resumes for Gama Charters Inc. Key Personnel

# John Tesei 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 ofthe town andthey have recognized successful working relationships with all town departments as well as many ifnot all ofthe design and engineering firms in the area. John and his team are consistently on the front lines ofsecuring the approvals for construction ofthe major developmentprojects in the Town ofGreenwich. The commercial real estate department provides legal services to a diverse local, national and international clientele that collectively own billions ofdollars ofcommercial 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 ofownership and/or fmancing; ground leasing; private/public sector development; and tax-free exchanges ofinvestmentproperties. John, through his thirty years ofrepresenting international andnational clientele, established a highly successful aviation law group at the firm to address such clientele's needs for expertrepresentation in this area. Today, the growing aviation lawgroup actively represents national and international individuals and companies owning, operating and financing aircraft registered in the United States, Bermuda and Europe. The departmentrepresents 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 ZoningLaw • 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 ofthe Board ofDirectors, Gama Charters inc.

Current Address Contact 24 Greenwich Ave, Floor 3 Greenwich, CT 08630 Telephone Mobile: 914-384-5102 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, LRType, 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 ChiefPilot- LR 60, part 91 Executive Fliteways Inc. Captain- LR 60, part 135 Venture Jets, Inc. Co-pilot- Lear Jet 31A, part 135 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, NYFORMAL EDUCATION: Jun 90 B.S. -Aeronautical Science Embry-Riddle Aeronautical University LAST TECHNICAL TRAINING: Apr 13 Recurrent Falcon 2000, Teterboro, NJ Aeronautical ScienceRevised 07/06/13 CONFIDENTIAL RESUME THOMAS H. MILLER FAR 119 COMPLIANCE:

EDUCATION: 119.67 a1

- ATP 3302948 issued 11111, 119.67 a2

- Director ofOperations at Flight Services Group from 1996-Present, 119.67 a3 i- PIC qualified with continuous service and experience from 11/89-Present, CurrentlyAir 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 ofNew 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 ofstudy: 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: Orchestratedthe 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 SuccessfullyManaged 90+ Pilots and 30+ Aircraft to an FAR 135 Standard Created FAA Approved "Eligible On Demand" SystemEMPLOYMENT EXPERIENCE: Flight Services Group, Inc./Gama Charters Inc. SikorskyMemorial Airport, Stratford, CT December 1985 to June 1989- Part Time June 1989 to Present- Full Time Position: Jet Captain/CheckAirman BAC1-11, DC-9, GIIIIGIV, LR-JET ChiefPilot, January 1993 to February 1996 Vice President-Director ofOperations, Feb.1996 to Dec 2001 President-Director ofOperations, Dec 2001 to Dec 2002 CEO-Director ofOperations, Dec 2002 to Present Miller & Kennedy Bridgeport/New Haven CT June 1985 to June 1989 Position: Legal Counsel, General Practice ofLaw MidAtlantic 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 SikorskyAircraft 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 BodyTechnicianThomas L. Connelly Executive Vice President Member ofthe Board ofDirectors Gama Charters Inc.

FAR 119 COMPLIANCE

14 CFR 119.67 (c)(1) (c)(2)

(c)(2)

(c)(3)

(c)(4)(i) Director ofMaintenance 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 MaintenanceSupervisor andtechnician 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 MaintenanceManager, Flight Services Group, Inc. Experience and responsibility includedthe supervision ofand maintaining oflarge airplanes with 10 or more passenger seats in the same category and class ofairplane the certificate holder used. ( Challenger 600, 601 , Beechjet400A) 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 ofthe business including HR, Finance, and Operations. Experience and Responsibilities continue to include the supervision of and maintaining oflarge airplanes with 10 or more passenger seats in the same category and class ofairplane the certificate holder uses. Gulfstream II, ill, IV, V, 550 Challenger 600, 601, 604, Global Express, Learjet35, 45, 55, 60 Citation 1 thruX, Boeing 737-300, BBJ, Falcon 50, 900, 2000EDUCATION 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 FAARuby Award, Certificate ofTraining FAADiamond Award AMT Training GN Maintenance Recurrent 737-300 Familiarization & Servicing Course CL-600 Initial Maintenance Course CL-600 Engine RunUp 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 Canadair 5/12/95 Flight Safety 5/27/88 Flight Safety 2/14/86 Airwork 12/4/85 Flight Safety 2/15/85 AirworkAdvanced 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 TrainingProgramthat has achievedFAA DiamondAward status for the past 6 years in a row. Attained NBAA "CertifiedAviation Manager" Certification in 2004 Member ofthe Executive Committee ofthe Board ofDirectors ofthe NBAA CertifiedAviation Managers Governing Board

## Martin

# J Farrar 2683 Burr Street, Fairfield, CT 06824 Telephone: Work203-337-4600, Mobile 203-913-7671. Email: Martin@MFarrar.us E-FAX 203-286-2066 EXPERIENCE: 1973- Present 2/2013 topresent: Part 135 ChiefInspector

### I Part 145 Director ofAirworthiness QualityAssurance & FAA Accountable Managerfor BDR, PBI & TEB repair stations. Ensure complianceto Gama Charters Inc Part 135 and Gama Support Services Part 145 processes &procedures. Update and authorize OpsSpecs. Customer/ maintenanceliaison, for management collaboration &problem resolution. 1/06to2/13;ChiefInspector/ Manager ofQualityAssurance for Flight Services Group, Inc., PrivatAir then Gama ChartersInc. (companyname change) Ensure compliance to Gama Charters Inc Part 135 and Gama Support Services Part 145. MaintainIA W compliance withGMM & RSQCM processes and OpsSpecs. Oversee CharterManaged Aircraft to Part 135 requirements. Ensureregulatory compliance withFAR's and 135 Operationalduties. Perform 135 Compliance inspections. FAA liaison and resolution ofissues found during audits. 8/01

- 12/05 Regional MaintenanceDirector

### I ChiefInspector Part 135, PrivatAirUSA: Assistin set-up of growing Part 135 operation and manage assets/ personnelper company GMM & FAA requirements. 3/99-8/2001 ExeculetAustralia. ChiefInspectorfor the FAA Part 145 Repair Station. 

### IChiefofMaintenance to ConsolidatedPress PTY LTD 3/98-8/2001 CHIEF ofMAINTENANCE to Consolidated Press PTY LTD for the AustralianJet Charter facility, Kingford SmithAirport, SydneyAustralia. Oversee Corporate, transientJet Maintenance. 10/94-3/98CHIEF ofMAINTENANCE to COCA COLA AMATIL PTY LTD for the AustralianJet Charterfacility. Sydney, Australia. CL601 replacedby GIV. 6/93-10/94PROJECT MANAGERAVIATION TRAINING atthe Para Institute, AviationCampus, SouthAustralia. Workwiththe governmentto setup internationaltraining courses inmaintenance. 8/87-12/91 GENERAL MANAGER-AVIATION TRANSPORT atAustralianCapitalEquityPTY. LTD. inWesternAustralia. Challenger CL 600 aircraft. 4/84-8/87DIRECTOR OFAVIATION MAINTENANCE (USA) atFreedlanderFinancialFlight DepartmentinVirginia. CL600, GliB, FlO, BonanzaA36 and Pitts S2B aircraft. 10/79- 4/84 SENIORMAINTENANCE CREW CHIEF for Canadair ChallengerLtd. Hired as the second of sixteen, to help setup and work at the new factory service centre inHartford, CT. Worked in Montrealfor 3 years as a factory liaisonfollowing up on, aircraftproblems,parts and engineering. 6/78-10/79 A&P to FLOOR SUPERVISOR atAvco Lycoming's service facility inStratford, CT. Also involved inthe maintenance and modification ofthe ALF502 engine developmentprogram,for the engineering department. 6/73-5/78AVIATIONENGINEER onturbine andpistonaircraft. ConnecticutAirways, CT. CorporateAir, CT. Commerford Audet Corp,MA (PiperAircraftDealership). HopedaleAirport, MA (Beechcraft AircraftDealership). 6/73- Vitek Aviation Corp,MA (Cessna Aircraft Dealership) EDUCATION: 1993/94-Universityof SouthAustralia- enrolled inbusiness management and computer science studiesparttime before moving to Sydney, New SouthWales. 1991/92-EdithCowanUniversity- WesternAustralia: enrolled inbusiness and computer science studiesparttime before moving to Adelaide, SouthAustralia. 10/75 Graduated, EastCoastAeroTechnicalCollege, Bedford,MA, USA withA&P Certificate. PERSONAL: A&P & Licensed aircraft maintenance engineer (United States & Australia Aircraft Certificate) Pilot (1100 hrs) Private and instrumentrated inUSA with multi-engine and aerobatic rating inAustralia Excellent computerliteracy includingtyping skills, wordprocessor and spreadsheetknowledge. born- June 1, 1955; DualCitizenship (American and Australian) Excellent references available uponrequest. (All past employers) A training courselist availableAlex Travia 12 Dorothy Street Milford, CT 06460 (203) 878-6971 Country ofCitizenship: United States Citizen


### FSG/PrivatAir/ Gama Charters, Director ofSafety January 2005-Present Gama Charters formerly Flight Services. SikorskyMemorial Airport, 700 GreatMeadow 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 ofStandarts July 2001-2005 Flight Services Group /PrivatAir. Sikorsky Memorial Airport, 700 Great MeadowRoad 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 supplementaloperation. ISO Trained Auditor 

### North American Airlines, Manager ofFlight Control May 21, 2001- Oct, 2013 Air Transport Supervisor (ATS) I 

### AircraftDispatcher/Instructor Director ofSOC- Edward Stephens 718 907-2118 May Contact Left North American for a few weeks to tryEOS Airlines as Manger ofFlight 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 internationalflights. Assure compliance with all FederalAir Regulations. 

### Voyager InternationalAirlines, ChiefAircraft Dispatch Jan.22, 2001-May 11,2001 Hanger 17 J.F.K. International Airport Jamaica, NY 11430 Supervisor- TerryDennason May Contact Set up dispatch department for new airline. Negotiated contracts with vendors and subcontractors. Assured smooth integration ofvendor-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, AircraftDispatcher Hanger 17 J.F.K. International Airport Jamaica, NY 11430 Supervisor- John ScarbroughMay Contact 

### 1994-2000Dispatched 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 oflectures, writing examinations and determining general structure of the course). Prepared potential flight dispatchers for both oral and written examinations.


### Licenses

• F.A.A. Licensed AircraftDispatcher • 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 ofday-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 TaxiNetwork, Office Manager 1981-1989 Managed all aspects ofday-to-day operations and solicited new corporate clients.


### FrankMascalli Construction Co., Heavy Machine Operator

Academics ofFlight 46-12 Queens Boulevard 

### Education 1978-1981

Graduated 1993Sunnyside, New York 11104 (718) 937-5716 

### Long Island City High School 1430 Broadway Astoria, NewYork 11106 (718) 545-7095 

### AircraftDispatch License Ground InstructorLicense Graduated 1978 High School Diploma



### *Fluentin English, Portuguese and Spanish* *References Available Upon Request*

### FlightHours
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, LRJet 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,AeronauticalScience, EmbryRiddleAeronautical University CumLaude Graduate Daytona Beach, FL Humanities and Social Science Department Honors Chancellor's AwardFinalist 

### Professional Experience Gama Charters Inc. January 2005

- Present Stratford, CT Vice President ofFlight Operations- Supervisory positionproviding oversight and direction of planning and execution ofall Gama flight operations. February 2012- Present ChiefPilot- Responsibilities include: supervision ofpilot 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 ofpilots and addressing all pilotissues, and Safety Committee Member (SMS). January 2007- Present Director ofSafety- Responsibilities included: supervising the Safety Programto 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 CheckAirman: G-IV, G-IV(X) -Performchecking ofcompany airman for the satisfactory performance ofcompany duties, knowledge ofcompanyprocedures, 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 LinePilot: PIC-King Air 200, Cessna 414, 421, 310 IFRVending, Inc, 1993-1999 Atlanta, GA Owner/Operator- Operated vending operation during wife's extended illness Colvin Air Charter, 1990-1993 Athens, GA Part 135 LinePilot: 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 SimulationLaboratoryAdvanced Flight SimulationLab, Advanced Weather Lab, and ERAU Writing Lab.Steve Vedeskas Operations Manager Director ofSecurity Gama Charters Inc.



### 1984 to Present, Operations Manager, Director ofSecurity Have heldpositions ofincreasing responsibility in the operations department overthe past 29 years. Licensed Dispatcher.

## EXHIBIT GAMA-S206

Compliance Questionnaires for Gama Charters Inc. Key PersonnelDOT 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 ifyou desire any part ofyour 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:_ofshares of**Di~"-f** GAMA stock owned, orto 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_ Ifyou 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 ormore ofthe total stock), or do youhave any other significant interest in, any air carrier, foreign air carrier, common carrier, person substantially engaged inthe business ofaeronautics, orperson whose principal business is the ownership or control ofany such transportation or aeronautic activity? Yes

__ No_1_ (Ifyour answer is "yes", please provide detailed information relating to each such relationship or interest inthe space provided inAttachment A to this questionnaire). 8. Are you the subject ofanypending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes

__ No_j_ (If "yes", please provide date and amount of eachjudgement, and name ofeachjudgment creditor, in the space provided inAttachmentA). 9. Are youthe subject ofany pendinglegal action, or outstandingjudgment, involving a claim ofless than $5,000. Yes No '{.. (If "yes", describe each complaint, and indicate the current status or final disposition ofeach complaint inAttachment A). 10. Have you everbeen subject ofa formal complaintregarding compliance withthe U.S. Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other requirement issued pursuantto the Act, during the past five (5) years? Yes No 

# 'j (If "yes", describe each complaint, and indicate the current status or final disposition ofeach complaint inAttachment A). 11. Have you ever been found guilty ofany violations ofthe U.S. Transportation Code, or any order, rule or regulation issued under the Act, during the pastten (10) years? Yes

__ 

# NoL (If"yes", please describe, and indicate disposition or current status ofeachproceeding inAttachmentA).12. Have you ever been the subject ofan action taken bythe Federal Aviation Administration (FAA), involving administrative action, civil penalties or injunctive relief, seizure ofaircraft, certificate action or criminal penalties, during the pastten (10) years? Yes

__ No-j..- (If "yes", please describe, and indicate disposition or current status ofeachproceeding in Attachment A). 13. Have you everbeen charged with any unfair or deceptive or anticompetitive business practices, or anyfraud, felony or antitrust violation, during the pastten (I0) years?

Yes No 

# 'I (If "yes", please describe, and indicate disposition or current status ofeach proceeding in Attachment A). 14. Have you everbeenthe subject ofa consumer complaintproceeding during the pastthree (3) years? Yes 

# NoL
(If "yes", please describe and indicate status in Attachment A).

Date 

# 71ese_{ Print Name

AttachmentsDOT Questionnaire - Detailed Responses Name ofPersonresponding: [NAME] Question No. Detailed Responses

IDOTCOMPLIANCE QUESTIONNAIRE

This questionnaire will besubmittedto theDOTinconnection withthe certificate application ofGAMA CHARTERS 1NC. ("GAMA") Please answerall questions, with a more detailed explanationwhere requested, signand datetheform, and return it to Tom Connelly. Please indicate ifyoudesire anypartofyour responseto bekept confidential. 

### [NAMEJ

1. Please state your name andresidence 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 orPosition 'With GAMA: 

## {! A(P1iN I I

ji/.VV( !Jti(Ec-tf( 3. Numberandtype ofshares of

______GAMA stock owned, orto be acquired, ifany: 

### /'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 AddressandTelephone:

## L!,rn~-tl 

# o6t,_r
5. Are you a citizen oftheUnited States? Yes /No_ 6. Ifyouare nota U.S. citizen,please indicatenationality and currentimmigration status:7. Are youcurrently anofficer, directorormajor shareholder( 5 percent ormoreofthetotal stock), or do you have any other significantinterestin, 

### any air carrier, foreign aircarrier, commoncarrier, person substantially engaged inthebusiness ofaeronautics, orpersonwhose principal business is

....**~e~p** or control ofany suchtransportationoraeronautic activity? 

### .,fiYI / / (**~** t1"'\_

## Yes_IJJI«_~I~ I (Ifyouransweris "yes", pleaseprovide detailedinformationrelatingto eachsuch relationship or interest inthe spaceprovided in AttachmentA to fujs questionnaire). 8. Are youthe subjectofanypendinglegal action, oroutstandingjudgment, involving a claim in excess of$5,000? 

### Yes No 

# V (If 11yes", please provide date and amount of eachjudgement, andname ofeachjudgmentcreditor, inthe space provided inAttachmentA). 9. Are youthe subject ofanypendinglegal action, oroutstandingjudgment, involving a claimoflessthan $5,000. Yes 

# No/ (If"yes", describe each**complain~** and indicatethecurrent status orfinal dispositionofeach complaint inAttachmentA). 10. Haveyou everbeen subjectofa fonnal complaintregarding compliancewiththe U.S. TransportationCode (49 U.S.C. 1101, et seq.), or anyorder,**rule~** regulationorother requirement issuedpursuanttotheAct, duringthe pastfive (5} years? 

### Yes No/ (If "yes", describe eachcomplaint, andindicatethe current status orfinal disposition ofeach complaint inAttachmentA). 1 L Have youeverbeen found guilty ofanyviolations ofthe U.S. Transportation Code, or any order, rule orregulation issuedunderthe Act, dmingthepastten (10) years? Yes No/ (If"yes", please describe, and indicate dispositionorcurrent status of

### eachproceeding in AttachmentA).12. Haveyoueverbeenthe subjectofanactiontaken bythe Federal Aviation Administration (FAA), involving administrative action, civil penalties or injunctiverelief, seizure ofaircraft, certificate action or criminal penalties, during the pastten (10) years? 

### Yes No / (Ifnyes", please describe, andindicate disposition orcurrent status ofeachproceeding 

### inAttachmentA). 13. Haveyou everbeenchargedwith any unfairordeceptive oranticompetitive business practices, oranyfraud, felony orantitrustviolation, duringthe pastten (10) years?

Yes 

# NoV (If"yes", please describe, and indicate disposition or current status ofeachproceeding inAttachmentA). 14. Have youeverbeenthe subject ofa consumercomplaintproceeding during thepastthree (3) years? Yes

Attaclunents 

# NoV (If"yes", please describe and indicate status inAttachmentA).

# s~~**~** 2% 

# dct5 ;?oiSP'{} 

# /li c

# 6 R_! DE PrintNameDOT 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 ifyou desire any part ofyour 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 ofOperations, Gama Charters Inc. Senior Vice President ofRegulatory Affairs, Gama Charters Inc. 3. Number and type ofshares ofGAMA stock owned, or to be acquired, ifany: 12 shares ofGama 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. Ifyou are not a U.S. citizen, please indicate nationality and current immigration status: Not Applicable7. Are you currently an officer, director or major shareholder (5 percent or more ofthe total stock), or do youhave any other significant interest in, any air carrier, foreign air carrier, common carrier, person substantially engaged in the business ofaeronautics, or person whose principal business is the ownership or control ofany suchtransportation or aeronautic activity? 

### No (Ifyour answer is "yes", please provide detailed informationrelating to each such relationship or interest in the space provided in AttachmentA to this questionnaire). 8. Are youthe subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? 

### No (If "yes", please provide date and amount ofeachjudgement, and name ofeachjudgment creditor, inthe space provided in Attachment A). 9. Are youthe subject ofany pending legal action, or outstandingjudgment, involving a claim ofless than $5,000. 

### No (If "yes", describe each complaint, and indicate the current status orfinal disposition ofeach complaint in AttachmentA). 10. Have you ever been subject ofa formal complaintregarding compliance with the U.S. Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other requirement issuedpursuantto the Act, during the pastfive (5) years? 

### No (If "yes", describe each complaint, and indicate the current status orfinal disposition ofeach complaint in AttachmentA). 11. Have you everbeen found guilty ofany violations ofthe U.S. Transportation Code, or any order, rule or regulation issued underthe Act, during the pastten (10) years? 

### No (If "yes", please describe, and indicate disposition or current status ofeachproceeding inAttachmentA).12. Have you ever beenthe subject ofan action taken bythe Federal Aviation Administration (FAA), involving administrative action, civil penalties or injunctive relief, seizure ofaircraft, certificate action or criminal penalties, during the pastten (10) years? No (If "yes", please describe, and indicate disposition or current status ofeachproceeding in AttachmentA). 13. Have you everbeen charged with any unfair or deceptive or anticompetitive business practices, or any fraud, felony or antitrust violation, during the pastten (10) years?

No (If "yes", please describe, and indicate disposition or current status ofeach proceeding inAttachment A). 14. Have you everbeenthe subject ofa consumer complaintproceeding during the pastthree (3) years? No (If "yes", please describe and indicate status in AttachmentA).

Signature Date: June 27, 2013 Thomas H. Miller

AttachmentsDOT Questionnaire - Detailed Responses Name ofPerson responding: THOMAS H. MILLER QuestionNo. Detailed Responses

IDOT COMPLIANCE QUESTIONNAIRE

Thomas Connelly

1. Please state yourname andresidence 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 ofMaintenance, Gama Charters Inc.

3. Number and type ofshares ofGAMA stock owned, or to be acquired, ifany: Gama Charters has issued 100 shares ofcommon stock. All 100 shares are ownedby OHG. OHG has issued 76 Class A voting shares and 24 Class B non- voting shares. 51 Class A shares are ownedbyUS citizens and/or US domestic entities wholly ownedby US citizens- 12 ofthese shares are ownedbyThomas 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 ofthe United States. Yes 6. Ifyou are not a U.S. citizen, please indicate nationality and current immigration status: Not Applicable7. Are you currently an officer, director ormajor shareholder (5 percent ormore ofthe total stock), or do you have any other significantinterest in, any air carrier, foreign air carrier, common carrier, person substantially engaged in the business ofaeronautics, orperson whose principalbusiness is the ownership orcontrol ofany such transportation or aeronautic activity? 

### No (Ifyour answer is "yes", please provide detailed informationrelating to each such relationship or interest in the space provided in Attachment A to this questionnaire). 8. Are you the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? 

### No (If"yes", please provide date and amount ofeachjudgement, and name ofeachjudgmentcreditor, in the space provided in Attachment A). 9. Are you the subject ofanypending legal action, or outstandingjudgment, involving a claim ofless than $5,000. 

### No (If"yes", describe each complaint, and indicate the current status or final disposition ofeach complaint inAttachment A). 10. Have you everbeen subject ofa formal complaintregarding compliance with the U.S. Transportation Code (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other requirement issuedpursuant to the Act, during the past five (5) years? 

### No (If "yes", describe each complaint, and indicate the current status or final disposition ofeach complaint in Attachment A). 11. Have you everbeen found guilty ofany violations ofthe U.S. Transportation Code, or any order, rule or regulation issued under the Act, during the pastten (10) years? 

### No (If "yes", please describe, and indicate disposition or current status ofeachproceeding in Attachment A).12. Have you everbeenthe subject ofan action taken bythe Federal Aviation Administration (FAA), involving administrative action, civilpenalties or injunctive relief, seizure ofaircraft, certificate action or criminal penalties, during the pastten (10) years? No (If "yes", please describe, and indicate disposition orcurrent status ofeachproceeding inAttachmentA). 13. Have you everbeen charged with anyunfair or deceptive or anticompetitive business practices, or any fraud, felony or antitrust violation, during the pastten (10) years?

No (If"yes", please describe, and indicate disposition or current status ofeachproceeding in AttachmentA). 14. Have you everbeen the subject ofa consumer complaintproceeding during the pastthree (3) years? No (If"yes", please describe and indicate status in Attachment A).

Signature Date: June 27, 2013 Thomas L. Connelly

AttachmentsDOT Questionnaire - Detailed Responses Name ofPerson responding: [NAME] Question No. Detailed Responses

I

### DOT COMPLIANCE QUESTIONNAIRE

This questionnaire will be submittedto the DOTin connection withthe certificate application ofGAMA CHARTERS INC. ("GAMA") Please answer all questions, with amore detailed explanation where requested, signand datethe form, and return it to Tom Connelly. Pleaseindicate ifyou desire any partofyour response to be kept confidentiaL [NAME]

1. Please state your name andresidence address:

2. Title orPositionwith GAMA:

## eft;~ 

# f 

# .TtjJ /;) \} 

### <:'.:,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 andtype ofshares of

__ JJ(--f-/- 1-'

___GAMA stock owned, orto be acquired, ifany: 

# ?

4. Current Position, Business Address and Telephone: 

# D ·1 r 

### <" C 

# 1 {fr' 0

# f

- I 5. Are you a citizen oftheUnited States? Yes_k No_ 6. Ifyou are not a U.S. citizen, please indicate nationality and current immigration status:

7

# z7. Are you currently an officer, director ormajor shareholder (5 percent or more ofthetotal stock), or do you have any other significant interest in, any air carrier, foreign air carrier, common carrier, person substantially engaged inthe business ofaeronautics, orpersonwhose principal business isthe ownership orcontrol ofany suchtransportationoraeronautic activity? Yes

__ No-X- (Ifyour answer is "yes", pleaseprovide detailed informationrelatingto each such relationship orinterestinthe spaceprovidedin Attachment A to thisquestionnaire). 8. Are youthe subjectofany pending legal action, or outstandingjudgment, involving a claim inexcess of$5,000? Yes

__ No__JL_ (If"yes", pleaseprovide date and amount of eachjudgement, and name ofeachjudgmentcreditor, inthe space provided inAttachmentA). 9. Are youthe subject ofanypending legal action, oroutstandingjudgment, involving a claim ofless than $5,000. Yes

__ No-i- (If "yes", describe eachcomplaint, and indicate the current status orfmal disposition ofeachcomplaintinAttachmentA). 10. Have you everbeen subject ofa formal complaintregarding compliance withthe U.S. TransportationCode (49 U.S.C. 1101, et. seq.), or any order, rule, regulation or other requirement issuedpursuantto theAct, during thepast five (5) years? Yes

__ No-X- (If"yes", describe each complaint, and indicate the current status orfinal disposition ofeach complaintinAttachmentA). 11. Have you everbeen found guilty ofany violations ofthe U.S. Transportation Code, or anyorder, rule orregulationissued underthe Act, duringthepastten (10) years? Yes__ No 

## ___'f.__ (If"yes 11

, please describe, and indicate disposition or current status ofeachproceeding inAttachmentA).12. Have you everbeenthe subject ofanactiontakenby theFederalAviation Administration (FAA), involving administrative action, civilpenalties orinjunctiverelief, seizure ofaircraft, certificate action or criminalpenalties, duringthepastten (10) years? Yes

__ No_]L (If"yes", please describe, and indicate disposition or current status ofeachproceeding inAttachment A). 13. Have you everbeenchargedwith any unfair ordeceptive oranticompetitive business practices, or any fraud, felony orantitrustviolation, duringthepastten (10) years?

Yes

__ 

# No_]{_ (If"yes", please describe, and indicate disposition or current status ofeachproceeding inAttachment A). 14. Have you everbeenthe subject ofa consumer complaintproceeding duringthepastthree (3) years? Yes No_)(_ (If"yes", please describe and indicate status inAttachmentA).

# -~**~a**/Vlf?7 81 e 

# (; -t:f

# ?-- d-6JJ Date

PrintName

Attachments

### DOT Questionnaire - Detailed Responses Name ofPersonresponding: [NAME] 

## Yl/l r-· 

# f· , 

# f

. .__/t ( ,}a_1t 

# 11 d 

### r . t··1 tA -t QuestionNo. DetailedResponses

IDOT 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 ifyou desire any part ofyour 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 ofSafety/ Operation Quality Assurance

3. Number and type ofshares of None GAMA stock owned, or to be acquired, ifany:

4. Current Position, Business Address and Telephone: Director ofSafety I Operations Quality Assurance 480 Lordship Blvd Stratford, CT 06615 203 337-4664 5. Are you a citizen ofthe United States? Yes X No 6. Ifyou 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 ofthetotal stock), or do you have any other significant interest in, any air carrier, foreign air carrier, common carrier, person substantially engaged inthe business ofaeronautics, orperson whose principal business is the ownership or control ofany such transportation or aeronautic activity? Yes No 

### X (Ifyour answer is "yes", please provide detailed infonnation relating to each such relationship or interest inthe space provided inAttaclunent A to this questionnaire). 

### 8. Are you the subject ofanypending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes No X (If "yes", please provide date and an1oLmt of eachjudgement, and name ofeachjudgment creditor, in the space provided in Attachment A). 9. Are you the subject ofany pending legal action, or outstandingjudgment, involving a claim ofless than $5,000. Yes No 

### X (If"yes", describe each complaint, and indicate the current status or final disposition ofeach complaint in Attachment A). 10. Have you everbeen subject ofa 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 issuedpursuant 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 ofeachcomplaint in Attachment A). 11. Have you ever been found guilty ofany violations ofthe U.S. Transportation Code, or any order, rule orregulation issued under the Act, during the past ten (1 0) years? Yes No X (If"yes'', please describe, and indicate disposition or cunent status ofeachproceeding in Attachment A).12. Have you ever beenthe subject ofan action taken by the Federal Aviation Administration (FAA), involving administrative action, civil penalties or injunctive relief, seizure ofaircraft, 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 ofeachproceeding 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 ofeachproceeding in Attachment A). 14. Have you ever been the subject ofa consumer complaint proceeding during the pastthree (3) years? Yes No X escribe and indicate status in Attachment A). \ 

### J \ 

# iL**I/?·~** -1,:

--**---:;f---il----"'~;---~··**_;V/

____ June 27, 2013

Date Alex Travia

Attachments

### DOT Questionnaire

- Detailed Responses Name ofPerson responding: [NAME] QuestionNo. Detailed Responses

IDOT 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 C01melly. Please indicate ifyou desire any part ofyour response to be kept confidential. [NAME]

1. Please state yom name and residence address: Steven Vedeskas

------ --------------------- 397 Pond Point Ave

----- ------------------

___ Milford , CT 06460

______ _ 2. Title or Position with GAMA:

__ Operations Manager

__

3. Number and type ofshares of

__O_GAMA stock o-vvned, orto be acquired, ifany:

4. Cunent Position, Business Address and Telephone:

__ Operations Manager

_________ _

__ 480 Lordship Blvd

..___ _

__ Stratford, CT 06615

____ _ 5. Are you a citizen ofthe United States? Yes X No 6. Ifyou 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 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 ofaeronautics, or person whose principal business is the ownership or control ofany such transportation or aeronautic activity? Yes No X (Ifyour answer is "yes", pleaseprovide detailed information relating to each such relationship orinterest in the space provided in AttachmentA to this questionnaire). 8. Are you the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes No X (If"yes", please provide date and amotmt of eachjudgement, and name ofeachjudgment creditor, inthe space provided in Attachment A). 9. Are you the subject ofany pending legal action, or outstandingjudgment, involving a claim ofless than $5,000. Yes No X (If"yes", describe each complaint, and indicate the current status or final disposition ofeach complaint in Attachment A). 10. Have you ever been subject ofa 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 orfinal disposition ofeach complaint in Attachment A). 11. Have you ever been fotmd guilty ofany violations ofthe U.S. Transportation Code, or any order, rule or regulation issued tmder the Act, during the pastten (10) years? Yes No X (If "yes", please describe, and indicate disposition or current status ofeach proceeding in AttachmentA).12. Have you ever been the subject ofan action taken by the Federal Aviation Administration (FAA), involving administrative action, civil penalties or injunctive relief, seizure ofaircraft, certificate action or criminal penalties, during the pastten (10) years? Yes No (If "yes", please describe, and indicate disposition or current status ofeachproceeding in Attachment A). 13. Have you everbeen charged with anyunfair or deceptive or anticompetitive business practices, or any fraud, felony or antitrust violation, during thepastten (10) years?

Yes No X (If "yes", please describe, and indicate disposition or current status ofeach proceedingin Attachment A). 14. Have you everbeenthe subject ofa consumer complaintproceeding during the pastthree (3) years? Yes No X (If "yes", please describe and indicate status in Attachment A).

Date 

# \J**\C:D~rk ~~s·**  PrintName

Attachments DOT Questionnaire

- Detailed Responses Name ofPerson responding Steven Vedeskas
Question No. N/A Detailed Responses N/ADOTCOMPLIANCE QUESTIONNAIRE

JohnWalter

I. Please 

### state your name andresidence address: 

# J' c.h_Y\. 

# vJ A 

### \-\Q. y



### 2. 

### Title orPositionwith 

### GAMA:

### Q~~ Q.

## f**'"P~** 

# l.s+

3. Number and type ofshares

## of~--- GAMA stockowned, orto be acquired, ifany:

4. CurrentPosition, 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 ofthe United States? Yes 

# V No_ 6. Ifyou are nota U.S. citizen, please indicate nationality and current immigration status:7. Are you currently an officer, directorormajor shareholder (5 percent ormore of

### the total stock), ordo youhave any other significantinterestin, any 

### air carrier, foreign aircarrier, common carrier, personsubstantiallyengaged inthe business ofaeronautics, orperson whose principalbusiness 

### is the ownership orcontrol ofany suchtransportation or aeronautic activity? Yes 

### No 

## I< (Ifyour answeris "yes", please provide detailed informationrelating to each such relationship orinterest inthe space provided inAttachmentA to this questionnaire). 

### 8. Are youthe subject ofany pending legal action, or outstandingjudgment, involving a 

### claim in excess

### of$5,000? Yes No 

## X (If"yes",please provide date and amount of eachjudgement, andname ofeachjudgmentcreditor, 

### in the space providedinAttachment A). 

### 9. Are youthe subject ofany pendinglegal action, or outstandingjudgment,involving a claim oflessthan $5,000. Yes No 

## -'1-. (If"yes", describe each complaint, andindicate the current status orflnal disposition ofeachcomplaint inAttachment A). 10. Have you everbeensubject ofa formal complaint regarding compliance 

### with theU.S. TransportationCode (49 U.S.C. 1101,et. seq.), orany order, rule, regulationorother requirement issuedpursuantto theAct, duringthe pastfive (5) years? Yes No ")( (If"yes'', describe each complaint, and indicate the current status orfinal disposition ofeach complaint inAttaclunent A). 1I. Have you everbeenfound guilty ofany violations oftheU.S. Transportation Code, or any order, rule orregulationissuedunderthe Act, duringthepastten (10) years? Yes No 

### "f. (If"yes", please describe, andindicate disposition orcurrent status ofeachproceedinginAttachment A).12. Have youeverbeenthe subject ofan action takenbythe Federal Aviation Administration (FAA), involving administrative action, civil penalties orinjunctiverelief, seizure ofaircraft, certificate action orcriminal penalties, duringthe pastten (10) years? Yes No 

# 'f.. (If"yes11

, please describe, and indicate disposition orcurrent status 

### ofeachproceeding inAttachment

### A). 13. Have 

### you ever

### been charged with

### any unfairordeceptive oranticompetitive

### business practices, orany**fraud~** felony orantitrust violation, duringthepastten (10) years?

Yes

__ 

### No ){ (If"yes'\please describe, and

### indicate dispositionor

### current status 

### ofeachproceeding in

### Attachment A). 14. Have youeverbeenthe subjectofa consumer complaintproceeding duringthepastthree (3) years? 

### Yes No 

# "'f.. (If"yes'', pleasedescribe and indicate status 

### inAttachmentA).

Print

### Name

Attachments

### DOT Questionnaire

- Detailed Responses Name ofPerson responding: [NAME] 

### QuestionNo. Detailed Responses

I

## EXHIBIT GAMA-S207

List ofEmployees- 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 ofTraining 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 COSHAL 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 ofSafety/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 TETERBORODEGAGNE 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 HANSROTE 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 ofContractEmployees- Gama ChartersInc.1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 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 ofAircraft Operated by Gama Charters Inc.

[submitted under seal pursuant to a Rule 12 Motion for Confidential Treatment]

## EXHIBIT GAMA-S210 AircraftLease Agreement between Gama ChartersInc. and Gama Aviation Inc.

[submitted under seal pursuant to a Rule 12 Motion for Confidential Treatment]

## EXHIBIT GAMA-S211 Financial Statements ofGama Charters Inc.

as ofDecember 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

OtherAssets

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 OtherAssets $ $

$ $ $

$ $

$ 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 $ 958,027.20Liabilities & 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 $ 447,368.81Gama 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 $ 366,263.38Gama 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 CurrentAssets $ 674,735.09 Fixed Assets Property & Equipment (at cost) $ 1,778.68 Less: Accum. Depreciation $ 1,778.68 Net Property & Equipment $ OtherAssets Deferred Taxes- non current $ Intangible Assets $ 634,664.00 Total OtherAssets $ 634,664.00 Total Assets $ 1,309,399.09Liabilities & 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