# RECEIVED CHRISTOPHER PAPPAIOANOU VP

- Legal Affairs 

## JAN 20 

# 2010 MESA AIR GROUP, INC. 410 N. 44th Street, Ste 700 

# HEARING DOCKET**Phoenix,~** 

### 85008 602-685-4145 For Defendant Mesa Airlines, Inc. UNITED STATES DEPARTMENT OF TRANSPORTATION FEDERALAVIATION ADMINISTRATION In the Matter of: ) 

### FAA Docket No. CP09ALOOll 

# AjQ11' ) ) 

### JudgeRichard 

### C. Goodwin 

# I Ff0

# ;)1SfI ) 

### Mesa Airlines, Inc. ) ) 

### ) )



### NOTICE OF STAY

PLEASE TAKE NOTICE that on January 5,2010, Mesa Air Group, Inc. l 

### (the "Debtors"), filed voluntary petitions under Chapter 11 ofthe United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District ofNew York (the "Bankruptcy Court"). These cases arejointly administered under Case No. 10-10018. A copy ofthe Petition is attached hereto as Exhibit "A." Pachulski Stang Ziehl & 

### Jones LLP is counsel to the Debtors in these cases. , PLEASE TAKE FURTHERNOTICE that as a result ofthe pendency ofthe bankruptcy cases and the application of 11 U.S.C. § 362, all further proceedings against the Debtors are automatically stayed. The automatic injunction granted by 11 U.S.C. 

### § 362(a) will remain in effect until the bankruptcy cases are dismissed ordosed, or until such earlier times as

1The Debtor entities include: Mesa Air Group, Inc., Mesa Airlines, Inc., Ritz Hotel Management Corp., Patar, Inc., Nilchi, Inc., Mesa In-Flight, Inc., Freedom Airlines, Inc., MPD, Inc., Mesa Air New York, Inc., Regional Aircraft Services, Inc., Air Midwest, Inc., andMesa Airline Inventory Management, LLC.

### set forth in 11 U.S.C. 

### § 362(c), (d), (e) and 

### (t). PLEASE TAKE FURTHER NOTICE 

### that contempt proceedings may be initiated against any party who participates in any violation ofthe automatic stay, and pursuant to the provisions ofthe Bankruptcy Code, the Bankruptcy Court may award actual damages, including costs and attorneys' fees, and in appropriate circumstances, awards ofpunitive damages to compensate the Debtors for loss arising out ofviolation ofthe automatic stay.
Dated: January 19, 2010 flIAD-I.l\.IC.


### By

### EXHffiITA

[Remainder of page intentionally left blank}i 

# ---_.**.'~** - _..__ ......... __............... _._ "'-)"""""""4" IlltpS;tteCI.IlI..**lSCOurts.gOVlCgz~bllllNotlCeUtFiling.pl·!190169**



### United States Bankruptcy Court Southern District ofNew York



## Notice ofBankruptcy Case Filing

A bankruptcy case concerning the debtor(s) listed below was fIled under Chapter 11 ofthe United States Bankruptcy Code, entered on 01105/2010 at 05:20 AM and ftled on 01105/20 10. 

### Mesa Air Group, Inc. 410 N. 44th Street Suite 700 Phoenix, AZ 85008

The case was ftled bythe debtor's attorney: 

### Robert J. 

### Feinstein Pachulski Stang Ziehl & 

### Jones LLP 780 Third Avenue 36th Floor New York, NY 10017-2024 (212) 561-7700 The case was assigned case number 10-10018-mg to Judge Martin Glenn. In most instances, the ftling ofthe bankruptcy case automatically stays certain collection and other actions against the debtor and the debtor's property. Under certain circumstances, the stay may be limited to 30 days or not exist at all, although the debtor canrequest the court to extend or impose a stay. Ifyou attempt to collect a debt or take other action in violation ofthe Bankruptcy Code, you may be penalized. Consult a lawyer to determine your rights in this case. Ifyou would like to view the bankruptcy petition and other documents ftled by the debtor, they are available at our

### Internet home page http://ecf.nysb.uscourts.gov orat the Clerk's Office, One Bowling Green, New York, NY 10004-1408. You maybe a creditor ofthe debtor. Ifso, you 

### will receive an additional notice from the court setting forth important deadlines.


## Vito Genna Clerk, U.S. Bankruptcy Court

1/6120109:22 AM ,£2

# ..

Rl**(Om~IJlI** Form lVllfllll 

### United States Bankruptcy Court Voluntary Petition Southern District ofNew York Name ofJoint Debtor (Spouse) (Last, First, Middle): Name ofDebtor (if**indMdua~** enter Last, First, Middle);

Mesa Air Group, Inc:.
All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): All Other Names used by the Debtorin the last 8 years (include married, maiden, and trade IllImes):

Last four digits ofSoc. Sec, or Individual-TaxpayerJ.D. (ITIN) NoJComplete BIN Last four digits ofSoc. Sec. or fndlvidual-Taxpayer I.D. (ITIN) NoJComplete EIN (ifmore than one, slllte all)**~-~-~~** .

85-0302351 Street Address ofDebtor (No. and Street, City, and State): Street Address ofJoint Debtor (No. and Street, City, and State);

410 N, 44th Street, Suite 700 Phoenix,AZ ZIP Code ZIP Code 185008 I County ofResidence or ofthe Principal Place ofBusiness: County ofResidence or ofthe Principal Place ofBusiness:

Maric:opa Mailing Address ofDebtor (ifdifferent from street address): Mailing Address ofJoint Debtor (ifdifferent from street address):

ZIP Code ZIP Code 1 I Location ofPrincipal Assets ofBusiness Debtor See Attachment here 0 (ifdifferent from street address above);
Nature ofBuslnells Type ofDebtor ChapterofBankruptey Code UnderWhich (Ponn ofOrganizafion) (Chock one box) the Petition Is Flied (Check one box)

(Cheek one box) 

## o Health Care B usines:; 

## o Chapter7 

## o Single Asset Real Bstate as defined 

## o Chapter9 IJ Chapter 15 Petition for Recognition 

## o Individual (includes Joint Debtors) in II U.S.C. § 101 (5IB) ofa Poreign Main Proceeding • Chapter II**S~e** Exhibit D (litpage 2 of rhis

form. 

## o Railroad 

## o Chapter 12 

## o Chapter 15 Petition for Recognition 

## o Stockbroker • Corporation (includes LLC and LLP) 

## o Chapter 13 of II Poreign Nonmain Proceeding 

## o Commodity Broker 

## o Partnership 

## o Clearing Bank 

## o Other (ffdebtor i.Dot'one ofthe above entities, • Other Nature ofDebts

check this box Wld type ofentil)' below.) (Check one box) Tax-Exempt Entity (Cheok box. IfappliQable) 

## o Debts are primlllily COtlsumer debts, • Debts are primlllily deftned In II U.S.c. § 101(8) as business <iobts: under Tille 26 oflbe United States 

## o Debtor is a tax-exempt organization "incurred by an individual primarily for

Code (the l!,1temal Revenue Code). a**persona~** family, orbousehold purpose." Filing Fee (Check one box) Check one box: Chapter n Debtors 

## o Debtor is a small business debtor as defined in 11 U.S.C. § 1Ol(51D)

. . • Debtoris not a small business debtor as defined in II U.S.C. § 101(5ID). • Full Filing Fee attached 

## o**filin~** Fee to be pflid in Installments (applicable to individuals only). Must Check if;

attac signed application for the court's consideration oertifYing that the debtor is unable 10 pay fee except in installments. Rule l006(b). See Official Fonn JA. 

## o Debtor's**aggre~te** noncontingent liquidated debts (excluding debts owed to insiders ora lIates)'are fessthan $2,190,000. 

## o**Fmn~** Pee waiver requested (applicable to chapter 7 individuals only). Must Check all applicable boxes:

attac signed application for tbe courts consideration. See Official Forni 3B. 

## o A plan is being filed with this petition. 

## o Acceptances ofthe plan were solicited**pre~on** from one or more classes ofcreditors, in accordance With II .S.C. § 1126(b). Stat!stla.VAdmlnlstratlve Information THIS SPACE IS FOR COURT USE ONLY • Debtor estiflllltes that funds will be available for distribution to unsecured creditors. 

## o Debtor estlflllltes that, afterany exempt eroperty Is excluded and administrative expenses paid,

there Wl11 be no funds available for distribution to unsecured creditors. Bsthnated Number ofCreditors (consolidated) 0 0 0 0 0 0 0 0 0 

# • I- so- 100· 200- 1,000- S,OOI- 10,001- 25,001- 50,001- OVER 49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000. Estimated Assets (consolidated) 0 0 0 0 

### 0 0 0 0 

### 0 $010 m.OOllO StOO,oot 10 $5CKl,OOt Sl,ooo,ool Slo,ooo,OOI $50,000,001 Sloo.ooo.ool**~ool** M

... !han 

# • sso,ooo Sloo,ooo S5OO,ooo Cdl 10$10 10 $SO IOSloo loSSOO 10 SI bll... $11>Il11on million million miltion million million Estimated Liabilities (consolidated) 0 0 0 0 0 0 0 0 0 SOlO $50,001 to 5100,00110 $500,001 SI,OOO,ool SIO,ooo,ool $5O,ooo,oo! 5100.000.001 S5oo,oo!!,ool Mcrothan 

# • $50,000 $100.000 5500.000 lo$! toSIO 10550 to SIDO to S500 1.0Sf bilb"" II billion miUion million million million million81 (Official Form 1)(1108) Pagel 

### Voluntary Petition (Thispage must be completedandjiledin every case) Name ofDebtor(s); Mesa Air Group, Inc.
All Prior Bankruptcy Cases Filed Within Last 8 Years (Ifmore than two, attach additional sheet) Location Where Filed: • None· Case Number: Date Filed: Location Where Filed; Case Number: Date Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, orAffiliate ofthis Debtor (Ifmore than one, attach additional sheet) Name ofDebtor: See Attachment Case Number: Date Filed: District: Relationship: Judge: Exhibit A (To be completed ifdebtor is required to ftle periodic reports (e.g., fonus 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 and is requesting reliefunder chapter II.)

• Exhibit A is attached and made a part ofthis petition. ExhibitB (To be oomplefed ifdebtor is an individual whO$\! debts are primarily consumerdebts.)
'I, the attorney for Ihe petitioner named in the foregoing petition, declare that I have infanned the petitioner that [he or she] may proceed under chapter 1. II, 12, or 13 oftitle It, United States Code, and have explained the reliefavailable under each such chapter. I further certify that I delivered to the debtor the notice required by 11 U.S.C. §342(b). 

### XSignature ofAttorney for Oebtor(s) (Date)
Exhibit C Does the debtorown or have possession ofany property that poses or is alleged to pose a threat ofimminent and identifiable harm to public health or safety?



## o Yes, and Exhililt C is attached and made apart ofthis petition

. • No. Exhibit D (To be completed by every individual debtor. IfIIjoint petition is filed, e.ach spouse must complete and attach II separate Exhibit D.)



## o Exhibit D completed and signed by the debtor is attached and made a part ofthis petition. Ifthis is ajoint petition;



## o Exhibit D also completed and signed by thejoint debtor is attached and made a part ofthis petition. Information Regarding the Debtor· Venue (Check any applicable box) 0 Debtor has been domiciled or has had a residence, principal place ofbusiness, or principal assets in this District fur 180 days immediately preceding the date ofthis petition or for a longer part ofsuch 180 days than in any other District. 

# • There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in Ibis District. 0 Debtor is a debtor in a foreign proceeding and has its principal place ofbusiness orprincipal assets in the Uniled States in this District, or has no principal place ofbusiness or assets in the United States but is a defendant in an action or proceeding [in II federal or state courtlin this District, or the interests ofthe parties will be served in regard to the relief sought in tbis District. Certification by a Debtor Wbo Resides as II Tenant ofResidential Property (Check all applicable boxes) 0 Landlord has IIjudgment against the debtor for possession ofdebtor's residence. (Ifbox checked, complete the following,) (Name oflandlord that obtainedjudgment)

(Address oflandlord) 0 Debtor claims that under applicable nonbankruptcy law, there are circumstances**u~der** which the**debto~** would be penuittedto cure the entire monetary default that gave rise to the Judgment for possession, aftertheJudgment for possessIon was entered, and 0 Debtor bas included in this petition the deposit with the court ofany rent that would become due during the 30-day period afterthe filing ofthe petition. 0 Debtor certifies that be/she has served the Landlord with this certification. (II U.S.C. § 362(1».Pa el 

## Voluntary Petition (Thispage must be completedandfiled in every case) Signatures Sfgnature(s) ofDebtor(s) (Individual/Joint) I declare under penalty ofperjury that the infomation provided in this petition is true and eorrect [Ifpetitioner is an individual whose debts are primarily consumerdebts and has chosen to file under chapter 7}1 am aware that I may proceed under chapter 7, 11, 12, or 13 oftide II, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7. [Ifno attorney represents me and no bankruptcy petition preparer signs the petition] I have obtained and read the notice required by 11 U.S.C. §342(b). I request reliefin accordance with the chapter oftitle II, United States Code, specified in this petition.**x~** 

# __**~~** 

# ____________________ Signature 0fDebtor**x~** 

# ____**~~~** 

# __________________ Signature ofJoint Debtor Telephone Number (Ifnot represented by attorney)**x~~~~~~~** 

# _____ Signature ofAttorney**""'~:»I'V'\UJ** RobertJ. feinstein RF 2836 Printed Name ofAttorney for Debtor(s) Pachulski Stang Ziehl & Jones LlP Firm Name

. 780 Third Avenue 36th Floor New York. NY 10017-2024 Address
2121561·7700 Fax: 2121561-7777 Telephone Number 

### Ol/OS/IO Date' • *In a case in which § 707(bX4XD) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect. Signature ofDebror (CorporationlPartuershlp) I declare under penalty ofperjury that the information provided in this petition is true and correct, and th been authorized to file this petition on behalfofthe debtor.

### x~ 

# __**~~~~~~~~~~/------­** Signature ofAulh Michael J. lotz Printed Name ofAuthorized Individual 

### President Title ofAuthfrized I!VidUal 

## OlIOS- 

# ti 0 Date I Signature ofa Foreign Representative I deolare under penalty ofperjury that the Information provided in this petition is true and eorrect, that I am the foreign representative ofa debtor in a foreign proceeding, and that I am authorized to file this petition. (Check only one box.) 

## o 1request reliefin accordance with chapter IS oftitle 11. United States Code.

Certified eopiesofthe documents required by II U.S.C. §151S are attached. 

## o Pursuant to II U.S.C. §1511, I request reliefin aceordance with the ohapter

oftide II specitied in this petition. A certified copy ofthe order granting recognition ofthe foreign main procceding is attached.**x~** 

# __**~~** 

# ______ ____________ Signature ofForeign Representative Printed Name ofForeign Representative
Signature ofNon-Attorney Bankruptcy Petition Preparer Ideclare under penalty ofperjury that: (I) 1am a bankruptcy petition preparer as defined in II U.S.C. § 110; (2) 1prepared this document for compensation and have provided the debtor with a copy ofthis document and the notices and information required under II U.S.C. §§ 110(b). 110(h), and 342(b); and, (3) ifrules or guidelines have been promulgated pursuant to II U.S.C. § 110(h) setting II m.ximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice ofthe maximum amount before preparing any document for filing for a debtor or accepting any fee from the debtor, as required in that section. Official Form 19 is attached. Printed Name and title, ifany, ofBankruptcy Petition Preparer Social-Security number (Iftbe bankrutpcy petition preparer is not an individual, state the Social Security number ofthe officer, principal, responsible person Qr partner ofthe bankruptcy petition preparer.)(Required by II U.S.C. § 110.)

Address 

# x

______________________________ Date Signature ofBankruptcy Petition Preparer or officer, principal, responsible person,or partner whose Social Security number is provided above. Names and Soclal-8ecurity numbers oflll! other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual:

Ifmore than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person. A bankruptcypetitionpreparer'3 failllre to comply with theproviaionrof title II andthe FederalRilles of Bankruptcy Procedure may result in .fines or tmpri.ronment or both 11 U.s.c. §1I0: 18 U.S.c. §I56.Case No.

____________ In re Mesa Air Group, Inc. Debtor 

### FORM 1. VOLUNTARY PETITION Pending Bankruptcy Cases Filed Attachment

Name ofDebtgf I Dislrict Air Midwest, Inc. Southern Districtof New York Freedom Airlines, Inc. Southern District of New York Mesa Air Group.Airline Inventory Management LLC Southern District of New York Mesa Air New York Southern Districtof New York Mesa AIrlines, Inc. Southern District of New York Mesa In-Flight Southern District of New York MPt;),lnc. Southern District of New York Nilchl, Inc. Southern District of New York Patar, Inc. Southern District of New York Regional Aircraft Services, Inc. Southern District of New York Ritz: Hotel Management Corp. Southern District of NewYork Case No. I Relationship Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affilalte Affiliate Affiliate Date Filed I Judge

### UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK 

### In re: Chapter 11 Mesa Air Group, Inc., Case No.10-

____ ( ) Debtor. CORPORATE OWNERSIDP STATEMENT 

### In accordance with Rule 1007(a)(1) ofthe Federal Rules ofBankruptcy Procedure and Local Bankruptcy Rule 1007-3, Mesa Air Group, Inc. (the "Company") hereby states that the no corporations directly or indirectly own 10% or more ofthe Company's equity interests. The Company does not own (directly or indirectly) 10% or more ofany class ofa corporation's publicly traded equity ihterest. The Company does own an indirect interest in the following limited liability company and general or limited partnership.

• Indigo Miramar, LLC, a Delaware limited liability company
• Finao Telserra Fund I LLLP, a Delaware limited liability limited partnership The Company does own an interest in the 

### following limited liability company.
• Mo-Go, LLC, a Delaware limited liability company. I, the undersigned authorized office ofthe Company, named as 

### the debtor inthis case, declare under penalty ofpeIjury that 

# rhave reviewed the foregoing and that it 

### is true and correct to the best ofmy knowledge, information and belief, with reliance on appropriate corporate counsel. DATED: 

## 0 

## f/05 /tD i 

# /

DOCS_NY: 19682.1

### UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEWYORK

lnre: Chapter 

### 11 Case MESA AIR GROUP, INC. Case No. 

### 10-

__ 

## LJ Debtor.



### CONSOLIDATED LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS l


### Following is a list of creditors holding, as of December 

### 31, 2009, the 

### 30 largest unsecured claims against Mesa Air Group, Inc.2 

### Except as set forth above, the list of creditors has been prepared in accordance with Rule 1007( d) ofthe Federal Rules ofBankruptcy Procedure. This list does not include (i) persons who come within the definition of "insider" set forth in section 

### 101 (31) ofchapter 

### 11 of title 

### 11 of the United States Code or (ii) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 

### 30 largest unsecured claims. The Debtors have listed the estimated aircraft lease rejection claims of the beneficial holders ofinterest in the aircraft leases that the Debtors expect to seek to reject through motions that will be filed in the first 

### 30 days following the filing ofthe petitions. 

### In addition, for notice and infonnational purposes, the Debtors have also listed the "Owner Trustee" that is the nominal Lessor under those aircraft leases. In addition, the Debtors have also included estimates for the contingent guarantee claims that could arise as a result ofthe expected aircraft lease rejections. The Debtors reserve all rights, claims, defenses, objections, and other remedies at law or equity with respect to these aircraft lease rejection claims and guarantees related thereto.

I The infonnation herein shall not constitute an admission ofliability by, nor is it binding on, the Debtor. Z Certain affiliates ofthe Debtor have also filed chapter 11 cases: Mesa Air Gronp, Inc. (2351); Mesa Air New York, Inc. (3457); Mesa In-Flight, Inc. (9110); Freedom Airlines, Inc. (9364), Mesa Airlines, Inc. (4800), MPD, Inc. (7849), Ritz 'Hotel Management Corp. (7688); Regional Aircraft Services, Inc. (1911); Air Midwest, mc. (6610); Mesa Air Group Airline Inventory Management, LLC (2015); Nilchi, Inc. (5531); and Patar, Inc. (1653). The Debtorand the foregoing affiliates have filed a motion forjoint administration ofthese cases.
S6772..()Ol\DOCS_NY: 19670, 1 

### 1Attn: Corporate Trust Department Tel: 801-246-5819; Fax: 801-246-5053 299 South Main Street Salt Lake City, UT 84111 Attn: Corporate Trust Department Tel: 801 246-5819' Fax: 801 246-5053

, Inc. 123 Garratt Boulevard Downsview, Ontario Canada M3K lY5 Fax: 416-375-4533 Attn: Cameron Mountenay and Martin Herman Email: cameron.mountenay@aero.bombardier.com

J::,lV10I:v1..L>1"\.

- Empresa EMBRAER

- Empresa Brasileira de' Brasileira de Aeronautica Aeronautica S.A. Av. Brigadeiro Faria Lima, 2179 12.227-901 Sao Jose dos Campos

- SP BRAZIL Tel: +55-12 3451410 Fax: +55-12345 1257 Attn: Sergio B. Guedes & Paulo Cesar S.A.

T: 9543593786 F: 954 205 2285 Aviation GE Inc. Services, Inc. 201 High Ridge Road Stamford, CT 06927 Tel: +14807781393 Fax: +1 4807780218 Attn: Nicolas P. Stable (VP & Counsel) Email: Unliquidated Subjectto Setoff

Contingent Unliquidated 79 South Main Street Salt Lake City, UT 84111

Investissement Quebec 393, rue Saint-Jacques, bureau 500 Montreal (Quebec) H2Y IN9 Tel: 5148737159 Fax: 514 873 8490 Attn: Catherine Guillot Aircraft Lease Rejection

Guarantees; Loan; Contract Rejection Damages

.Aircraft Lease GuaranteeS

Rejection Unliquidated

""TC'T" IT Lease Contingent, Guarantees Unliquidated ,000

$42,000,000

S6772.00 1 \DOCS_NY: 19670.1 

### 2I

..

Polaris Holding Company (GECAS) 201 High Ridge Road

Trade Debt

8% Unsecured Notes Due 2012 6.25% Senior Convertible Notes Due 2023 3.625% Senior Convertible Notes Due 2024

. Aircraft Lease Rejection Contingent Unliquidated

Unliquidated $26,257,453

$25,907,087 Stamford, CT 06927 Tel: 203 3574482 Fax: 203 3573201 Attn: Nicolas P. Stable· VP & Counsel T: 2035855156 F: 2035678412
One AAR Place 110 N. Wood Dale Road Wood Dale, IL 60191 Attn: Jennifer Pulsifer

- Senior Counsel T: 6302272048 F: 6302272058 US Bank Trustee to Notes) Corporate Trust Services One Federal Street, 3rd Floor Boston, MA 02110 Attn: David Ganss T: 617 603 6568 F: 6176036667 Email: david.ganss@usbank.com Philip Morris Capital 225 High Ridge Road, Stamford, CT 06905 Attn: Thomas Urbach T: 203 708 8245
111 Westminster Street RIMO 199 Providence, R1 02903 Attn: Corporate Trust Administration Tel: 401·278·3766 Fax: AARCorp.

US Bank National Assoc

.

Philip Morris Corporation

Fleet Email:

S6772-00I\DOCS_NY: 19670.1 

### 3Corporation



### lID

GE Engine Inc.

AT&T**CapitaI1'OeI'Vl r.f~~**  Inc. (Successor to TransAmerlca)

Rolls-Royce Email: Wichita, KS 67226 Tel: 316-676-8821 Fax: 316"676-7636 Attn: Mike Scheidt
229 Tonogaya, Mizuho-machi, Nishitama-gun Tokyo 190-1297, Japan Attn: Manager, Sales Group

- Maintenance Department Fax: 81-42-568-7073 GE Engine Services, Inc. One Neumann Way Cincinnati, OH 45215 Senior AT&T Capital Services, Inc. 2000 W SBC Center Dr Hof'finan Estates, lL 60196 T: 8472905000 Attn: Jeffrey Mason T:847 290 5080 F:847 2900199 Rolls-Royce pIc 65 Buckingham Gate London SWI 6AT England Attn: Company Secretary Fax: 01144 1712331733 Rolls-Royce North America, Inc. 14850 Conference Center Drive, Suite 100 Chantilly, VA 20151 Attn: Rhonda S. VanLowe

- Counsel T: 7036212775 F: 703 834 5629 Email: rhonda.vanlowe@rolls-royce.com Rolls-Royce Allinson PO BOX 420, Mail Code U26A Indianapolis, IN 46206-0420 Attn: Marc Allinson Email: Email: 16,033,806

Note Trade Debt
Aircraft Lease Rejection Unliquidated

Guarantees and Disputed disputed trade debt



### 4**S(i772"(){)I\DOCS~Y:19670.1**'-"''''''''''.5> Inc. (formerly Pacific Century 

### Leasing, Inc.) 130 Merchant Street, 19th Floor

S6772-001\DOCS_NY:1967Q.1 

### 5 Rejection Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attn: Corporate Trust Administration Tel: 302-636-6366 Fax: 302-636-4140 SW Holding Corp. clo the CIT Group 1211 Avenue ofthe Americas New York, NY 10036 Attn: ChiefCounsel Tel: 212-536-1375 Fax: 212-536-1388 Transamerica (formerly Transamerica Aviation 429/448 Corp)

. 2700 West Plano Parkway Plano, TX 75075 Attn: Dean Stubbe 972-881-6612 972-881-6620 (fax)

Honolulu, HI 96813 Tel: 808-537-8198 Fax: 808-526-0964 BV (DVB Bank) DVB Bank SE 60325 FrankfurtlMain, Germany Attn: Carsten Gerlach Tel: +49 69 97504 306 Fax: +49 1743258597 Cell: +49 69 97504 828 Email: carsten.gerlacb@dvbbank.com Trust (CIT) clo Wilmington Trust Company, as Owner



### LLC

BV (DVB Bank) Contingent Lease 11,000,000 Rejection Unliquidated

Lease Contingent 1,000,000 Unliquidated

$8,000,000 Unliquidatedl

..

PNCEF,LLC Equipment Finance, tka 10 1S. 5th Street Rejection

S6172..O()l\DOCS_NY: 19610.1 

### 6 National City Commercial Capital Company, LLC

GECAS(ASC)

CRJ One Statutory Trust

Avmax Aircraft Leasing, Inc. Louisville, Kentucky 40202 Attn: VP ofOperations Attn: Kenneth A. Kilmer T: 513 6395759 F: 5136395413
clo GE Capital Aviation Services, Inc. 201 High Ridge Road Stamford, CT 06927 Tel: (203) 357-4482 Fax (203) 357-3201 Attn: NicolaS P. Stable T: 2035855156 F: 2035678412 Fluid CRJ One Statutory Trust clo Wells Fargo Bank Northwest, National Association 299 South Main St, 12th Floor Salt Lake City, UT 84111 Attn: Corporate Trust Office Tel: 801-246-5819 Fax: 801-246-5053 Email: michael.arsenault@wellsfargo.com With a copy to: Fluid Aviation, LLC 5131 NE Laurelcrest Lane Seattle, W A98105 Attn: Sole Member Fax:206-522-t586 Email: Avmax 2055 Pegasus Rd. N.E. Calgary. Alberta, T2E 8C3 Canada Attn: Don Parkin, Executive Vice President Tel: 403-291-2464 Fax: 403-291-5304 Email: Lease Rejection

Lease Contingent Rejection Unliquidated

Contingent Rejection Lease Unliquidated\. ,

Fargo Equipment Fax: 416-3 eQUIpment Finance, Inc.

Corporation Aircraft Lease Rejection Unliquidated $5,000,000

LLC 201 Merritt 7, Suite 700 Norwalk, Connecticut 06856 Attn: Aircraft Finance Tel: 203 847-4500 Fax: Bombardier Services Corp.

Finance, Inc.



### General Electric Corporation Bombardier Services Corporation ·261 Mountain View Drive Colchester, VT 05446 Attn: Cameron Mountenay Fax: 802-654-8434 T: 802 764 5203 F: 802 238 7245 Email: Cameron.mountenay@aero.bombardier.com With copy to: Bombardier Aerospace Regional Aircraft Garratt Boulevard MIS N17-27 D<!wnsview, Ontario M3K 1Y5 Attn: Director, Contracts

c/o GE Capital Aviation Services, Inc. 201 High Ridge Road Stamford, CT 06927 Attn: Nicholas Stable & Todd Freeman Tel: (203) 357-4482 Fax (203) 357-3201 Email: nicoias.stable@gecas.com & Rejection

Unliquidated Aircraft Lease Rejection

Rejection



### 7 S6772-00\\OOCS_NY:I9670.1Northstar A vlease Ltd.

GatewayLLC 600 Palmer Road NE Calgary, Alberta T2E7R3 Attn: Peter Scheiwiller

- Director Tel: 403 717 1231 Email: Transwestem Gateway LLC clo Transwestem Investment Company, LLC 150 North Wacker Drive Chicago, IL 60606 Tel: 312 499-1900 Fax: 312-499-1909 Rejection

Real Estate Lease Rejection Contingent 1,228,000 Unliquidated

.



### 8 S6772-001\DOCS_NY:19670.1

### DECLARATION UNDER PENALTY OF PERJURY: I, the undersigned officer ofMesa Air Group, Inc., named as the debtor in this case (the "Debtor"), declare under penalty ofperjury that I have 

### read the foregoing Consolidated List of Creditors Holding the 30 

### Largest Unsecured Claims against the Debtor and that the list is true and correct to the best ofmy infonnation and belief.
January 5, 2010

9 56712..(JOI\DOCS_NY:19670.1

### United States Bankruptcy Court Southern District ofNew York Case No.

____________ In re Mesa Air Group, Inc. Debtor Chapter,

______......!1..1..1

____


### Exhibit "A" to Voluntary Petition 1. If any of debtor's securities are registered under Section 12 of the Securities Exchange Act of 1934, the SEC file number is**_~00:.:0:w1c::5.:L49~5!-** ____________ 2. The following financial data is the latest available information and refers to debtor's condition on September 30, 2009

3.· Briefdescription ofdebtor's business: Mesa Air Group, Inc. is a holding company whose principal direct and indirect subsidiaries operate as regional air carriers providing scheduled passenger and airfreight service
4. List the name ofany person who directly or indirectly owns, controls, or holds, with power to Yote, 5% or more of the Yoting securities of debtor: LC Capital Master Fund, Ltd. Goldman Sachs Zazove Associates, LLC Deutsche Bank AARCorp.

Best case**Benkrup~** Copyrighl\cl 19964009 • Best case Solullons· Evanston, IL· (800) 492-8037, , .



### ACTION BY UNANIMOUS WRITTEN CONSENT 

### OF THE BOARD OFDIRECTORS OFMESA 

### AIR GROUP INC. (Adopted by the Board ofDirectors as ofDecember 31, 2009) 

### The undersigned, being all ofthe directors ofMesa 

### Air Group, Inc. (the "Company"), a Nevada corporation, and constituting the entire board ofdirectors ofthe Company (the "Board of 

# I Directors"), actingpursuant to applicable law, hereby waive any and all requirements for the I 

### holding ofa meeting, including, without limitations, any requirements as to call and notice thereof, and consent to the adoption ofthe following recitals and resolutions and to the actions 

# I set forth herein as ofthe date set forth above, which actions shall have the same force and effect 

# ! as iftaken by unanimous affinnative vote at a meeting ofthe Board ofDirectors duly called and held: WHEREAS, the Board ofDirectors has reviewed and considered the financial and operational condition ofthe Company and the Company's business on the date

### hereof, including the historical performance ofthe Company, the assets ofthe Company, the current and long-term**li~i1ities** 

### ofthe Company, and the market for the Company's products and services; 

# I WHEREAS, the Board ofDirectors has received, reviewed and considered the recommendations ofthe senior management ofthe Company and the Company's legal, financial 

# I· and otheradvisors as to the relative risks and benefits ofpursuing a bankruptcyproceeding under the provisions ofchapter 11 oftitle 11 ofthe United States Code (the "Chapter 11"); NOW, THEREFORE, BE IT RESOLVED that, 

### in thejud!pIlent ofthe Board of 

# I Directors, it is 

### desirable and in the best interests ofthe Company, Its creditors, stockholders and 

# I otherinterested parties, that a voluntary petition be filed by the Company under the provisions of Chapter 11 (the "Chapter 11 Case"); 

# ! RBSOLVED FURTHERthat the officers of the Company be, and they hereby are, authorizedto execute and file on behalfofthe Company all

### petitions, schedules, 

### lists and other papers or documents, and to take any and all action which they deem necessary or proper to obtain such relief; RESOLVED FURTHER that the officers ofthe Companybe, and they hereby are, authorized and directed to employ the law 

### :finn or Pachulski Stang Ziehl & 

### Jones LLP as general bankruptcy counsel to the Company to represent and assist t1!e Company in 

### carrying out its duties under title 11 oftheUnited States Code (the "Bankruptcy Code"), and to take any and all actions to advance the Company's rights, includingthe preparation ofpleadings and filings in 

### the Chapter 11 Case, and in connection therewith, the officers ofthe Company are hereby authorized and directed to execute appropriate retention agreements, pay appropnate retainers prior to and immediately upon the filmg ofthe Chapter 11 Case, and to cause to be filed appropriate applications for authority to retain the services ofPachulski Stang Ziehl & 

### Jones LLP; RESOLVED FURTHER that the officers ofthe Companybe, and they hereby are, authorized and directed to employthe investment banking firm ofImperial Capital LLC to ._ represent and assistthe Companyin carrying out its duties under the**.Bankrup~y** 

### Code, and m connectiontherewith the officers ofthe Company are hereby authonzed and directed to execute appropriate retention'agreements, pay appropriate retainers pr!0r to an?

### i~ediately**upo~** the filing ofthe Chapter 11 Case, and to cause to be filed appropnate applIcations for authonty to retain the services ofhnperial Capital LLC;
1, I .



### . RESOLVED FURTHER that the officers ofthe Company be, and they hereby are, authorized and directed to employ any other individual and/or firm 

### as professionals or consultants or fmancial advisors to the Company as are deemed necessary to represent and assist the Company 

### in carrying out 

### its duties under the Bankruptcy Code, and 

### inconnection therewith, the officers ofthe Company are 

### hereby authorized and directed 

### to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of

### the Chapter 

### 11 Case, and to cause to be fIled an appropriate application for authority to retain the services of such firms; RESOLVED FURTHER that the officers ofthe Company be, and they hereby are, authorized and empowered for, inthe name ot: and onbehalfof

### the Company, to take or cause to betaken any and all 

### such other and further action, and to execute, acknowledge, deliver and file any and all 

### such instruments as each, in

### his or her discretion, may deem necessary or advisable in 

### orderto carry out the purpose and intent ofthe foregoing resolutions; and 

### RESOLVED FURTHER that 

### all ofthe acts 

### and transactions relating to matters contemplatedby the foregoing resolutions ofmanagement and members ofthe Board of Directors ofthe Company, inthe name and on behalfofthe Company, which acts would have been approved by the foregoing .resolutions exceptthat such acts were taken prior to the execution ofthese resolutions, are 

### hereby in all 

### respects confirmed, approved and ratified. 

### IN

### WITNESS WHEREOF, 

### the undersigned, being all ofthe members ofthe Board of Directors ofthe Company, have hereto signed 

### theirnames and adopted the above resolutions as ofthe above date and hereby direct a :fully signed copy ofthis 

### Action by Unanimous Written Consent ofthe Board ofDirectors. This 

### Actionby Unanimous Written Consent ofthe Board ofDirectors may be executedin any number ofcounterparts, each of

### which shall be deemed an ori' 1, but all ofwhich taken together shall constitute but one and the same Unanimous Written ent oftheBoard of Directors ofthe Company.

Daniel J. 

### Altobello, Director
RobertBeleson, Director
Carlos E. Bonilla, Director

Peter F. 

### Nostrana, Director

2 DOCS_SF:69010.1

## , . Dec 30 2009 10:20AM Rltobello**Farnil~** Partners 1-301--897-7707 p.2



### RESOLVED FURTHER

### that the officers ofthe Company be, and they hereby are, authorized and directed to employ any other individual andlor fmn as professionals or consultants or fmancial advisors to the Company**a~** 

### are deemed necessary to represent and assist the Company in carrying out

### its duties under the

### Bankruptcy Code, and 

### in connection therewith, theofficers offue Company are hereby authorized and directed to execute appropriate retention agreements. pay appropriateretainers prior 

### to and inunediately uponthe filing ofthe Chapter It Case. andto cause to be filed anappropriate applicationfor authority

### to retain the services of such firms;

. RESOLVED FURTHER, that the officers ofthe Company be, and they hereby are, authorized and empoweredfor, 

### in the name of, and on behalfofthe Company. to take or cause to 

### be taken any andall such other and further action, and to execute,**acknowledge~** 

### deliver and file any

### andall such instruments as each, inhis orherdiscretion. 

## may deem necessary or advisable in orderto 

### carry out 

### the purpose and intent ofthe foregoing resolutions; and RESOLVED FURTIffiRthat-all ofthe acts and transactions relating to matters contemplated by the foregoing resolutions ofmanagement andmembers ofthe Board of Direotors ofthe Company. in

### thename and on behalfofthe Company.which actswouldhave been approved bythe foregoing resolutions exceptthat such acts weretaken/rior to the execution ofthese resolutions, are hereby in all respects oonfinned, approve and ratified. IN WI1NESS WHEREOF. the undersigned. 

### being all ofthe members ofthe Board of Directors of1he Company.have hereto signedtheir names and adopted the above resolutions as oithe above date

### and hereby direct a fully signed copy ofthis Action 

### by Unanimous Written Consent ofthe Board ofDiiectors. This Actionby Unanimous Written Consent oftheBoard ofDirectors may be executed in any number ofcounterparts. each ofwhich shall be deemed an**origin~** 

### butall ofwlrlch taken 

### together shall constitutebut one andthe same Unanimous Written Consentofthe Board of Directors ofthe Company. 

### Jonathan G. Omstein Chairman oftheBoard

# D"~::;:;e/l!!**~**
RobertBeleson. Director
CarlosE. Bonilla. Director Joseph L. Manson, Director
Peter 

### F. Nostrand, Director



### 2 DOCSJlF:69010.lJan 04 10 03:22p p.2

RESOLVED FURTHERthat the officers oftbe Company be, and they hereby are) authorized and directed to employ any other individual and/or 

### ftnn as professionals or consultants or fmandal advisors to the Company as are deemed necessary to represent and assist the Company 

### in carrying out 

### its duties under the Bankruptcy Code, and 

### in connectionthere"dth, the officers ofthe Company arehereby authorized and diIected to execute appropriate retention 

## I. agreements, pay appropriate retainers prior to and immediately uponthe filing ofthe Chapter 1] Case, and to cause to be fiied an appropriate application for authority to retainthe services of suchfirms; RESOLVED FURTHERthatthe officers ofthe Company be, andthey hereby are, authorized and empowered for, in the name of, and on behalfofthe Company, to take or cause to be taken any and all such other and further action, and to execute, acknowledge, deliver. and file any and all such instruments as each, in bis or her discretion, may deem necessary or advisable in order to carry out the purpose and intent 

### oftheforegoing resolutions; and RESOLVED FURTHERthat all ofthe acts and transactions relating to matters contemplated by the foregoing resolutions ofmanagementandmembers ofthe Board of Directors ofthe Company, in the name and onbehalfofthe Company, which acts would have been approvedby the foregoing resolutions except that such acts were taken prior to the execution ofthese resolutions, are hereby in all respects confirmed, approved and ratified.

. IN WITNESS WHEREOF, the undersigned, being all ofthe members ofthe Board of Directors ofthe Company, have hereto signed theirnames and adopted tbe above resolutions as ofthe abovedate and hereby direct a fully signed copy ofthis ActIon by Unanimous Written i

# I Consent oftheBoard ofDirectors. This Action 

### by Unanimous Written Consent ofthe Board ofDirectorsmay be executed 

### in any 

### number ofcounterparts. each 

### ofwhich shall be deemed anoriginal, but all ofwhich taken together

### shall constitute but one andthe same Unanimous 

### Written Consent ofthe Board of Directors ofthe Company. i. 

### I Jonathan G. Ornstein Chainnan ofthe Board

Daniel 

### J. AItobello. Director

# &L~ Robert Beleson, Director

, Carlos E. Bonilla, Director 

# I I: Joseph 

### L. Manson, Director

. !
Peter

### F. Nostrand. Director I 

### 2 

# I I i 

# I I' I301 229 6:275



### RESOLVED FURTHER that the officers ofthe Company be, and thcy hereby 

## ate, .1 

### a\lthorized and directed to employ any other individual and/or flrm as professionals 01' 

### consultants or financial a.dvisors to the Company as are deemed necessary to represent and 

### assist the Company in can'Yhlg out its duties under the Bankruptcy Code, and in connection 

### lncrewith.

.. 

### the officers ofthe Company are hereby**authoriz~d** 

### and directed to execute appropriate tetenlioh " 

### ag.reements. pay appropriate retainers prior to !lnd inunediatcly upon the filing ofthe CHapter .11 ., 

### Casco and to calise to be filed an appropriate application for**autho~ity** 

### to reta;rl the servtceS of .' 

### stich firms; ::i\ .::\ 

# ,t:::::'''r J 

### RESOLVED FURTHER that 

### the officers ofthe Company be, and they**her~by** 

### are; . , 

### authQrized 

### Clnd empowered 

### for, in the 

### name of, and on behalf

### ofthe 

### Company, to take or cause to be taken any and all stich other and further action, amI. to execute, acknowledge, delivcr'and file 

### any and all SUC11 

### instruments as each) ill 

### his or her discretion, may deenl1,ecessary or advisable jn**'.~** '0" 

### order to carry out the pllrpose and intent ofthe foregoing resolutions; and'

. .' , . 

## .. . 

### .... , 

### . • ••**~** t.: '.:. 

### RESOLVED 

### FURTHER tbat all oft11e acts and transactions relating to matters
. contemplated by 

### the foregoing resolutions ofmanagement and members ofthe Board 

### Qf Directors ofthe Company. in the name and on behalfofthe Company, which acts would Iiave been approved by the foregoing resolutions exceptthat such acts were taken priorto the.

. execution ofthese resolutions, are hereby in all respects confinned, approved and ratified

. 

# . IN 

### WITNESS WHEREOF. the undersigned, being all oftbe members of-the 

### Boa.r"d 

## Of

. Director!; ofthe Company, have hereto signed their names and adopted the above**~·esofl).tions** 

### as Qfthe above date and herehy direct a fully signed copy ofthis Action by Unanimous Written Consent 

### ofthe Board ofDirectors. .:. .

. This Action by 

### Unanimous Written Consel1t oftha Board QfDirectors

### m~y be

### ~~etdt~d in any number ofcounterparts, each ofwhich shall be deemed an original. but all ofwhich taken .logethcr shall constitute but one Rnd the same Onanhnolls Written COllseiitofthc Board of Directors ofthe Company. ' :':

... "

• :.' I ;**::~**

I :

# I

2 1)0'-"_ iii' (}t)OIO I 

# I!. 

### i I



### RESOLVED FURTHER that the officers ofthe Company be, and theyhereby are, authorized and directed to employ any otherindividual and/or finn 

### as professionals or consultants or financial advisors to the Company as are deemednecessary to represent and assist the Company in carrying 

### out its duties underthe Bankruptcy Code, and 

### in connection therewith, the officers ofthe Company are hereby authorized and dlrected to execute appropriate retention agreements, pay appropriate retainers priorto and immediately upon the filing ofthe 

### Chapter 11



### . Case, and to 

### cause to be filed an appropriate application for authorityto retainthe services of



### such firms; 

### RESOLVED FURTHERthatthe officers ofthe Company be, and they hereby are, authorized and empowered for, inthe name of, 

### and onbehalfofthe Company, to take or cause to be taken any and all such other and further action, and to execute, acknowledge, deliver and file any and all such 

### instruments as each, 

### in his or her discretion, may deem necessary or advisable in 

### orderto carry 

### out the purpose and intent ofthe foregoing resolutions; and RESOLVED FURTHER that

### all ofthe acts 

### and transactions relating to matters contemplated by the foregoing resolutions ofmanagement and members of

### the Board of Directors ofthe Company, 

### inthe name and onbehalfofthe Company, which acts wouldhave been**~proved** 

### by the foregoing resolutions except that such acts 

### were takenlrior to 

### the execution ofthese resolutions, are hereby in 

### all respects confirmed, approve and ratified. IN

### WITNESS WHEREOF, the undersigned, being all 

### ofthe members ofthe Board of Directors ofthe Company. have hereto signedtheir names and adopted the above resolutions as ofthe above date 

### andhereby direct a 

### fully signed copy ofthis Action by Unanimous Written Consent ofthe Board ofDirectors.

. This 

### Action by Unanimous Written Consentofthe 

### Board ofDirectors may be executed in 

### any number ofcounterparts. each ofwhich shall be deemed an original, but all ofwhich taken together shall constitute but 

### one and the 

### same Unanimous Written Consent ofthe Board of Directors ofthe Company.
Jonathan G. Ornstein Chairman of the Board
Daniel J. 

### Altobello, Director
Robert Beleson, Director

PeterF. Nostrand, Director

2**----------~~~--.---**



### RESOLYED FUR11:1ER that the officers ofthe Company be, and 

### they hereby are, authorized and directed to employ any otherindividual and/or fum 

### as professionals or . consultants or financial advisors to 

### the Company as are deemed necessary to 

### represent and assist the Company in carrying 

### out its duties underthe Bankruptcy Code, and 

### inconnection therewith, the officers ofthe Company are hereby authorized and 

### directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing ofthe Chapter 11 

### Case, and to cause to be filed an appropriate application for authority to retain the services of such firms; RESOLYED FURTHERthatthe officers ofthe Company be, and they hereby are, authorized and empowered for, in 

### the name ot: and on behalfofthe Company, to 

### take orcause to be taken any and all 

### such other and further action, and 

### to execute, acknowledge, deliver and file any and all such instruments as each, inhis or her discretion,

# mardeem necessary or advisable in order to 

### carry out the purpose and intent ofthe foregoing resolutIOns; and RESOLVED FURTHER thatall ofthe acts and transactions relating to 

### matters contemplated by the foregoing resolutions ofmanagement and 

### members ofthe Board of • Directors ofthe Company, inthe name and on behalfofthe Company, which acts would have

been approved bythe foregoing resolutions except that such acts 

### were taken priorto the execution ofthese resolutions, are 

### hereby in all 

### respects confirmed, approved andratified. IN

### WTINESS WHEREOF, the undersigned, being aU ofthe members ofthe Board of Directors ofthe Company, have hereto signedtheirnames and 

### adopted the above resolutions as ofthe above date 

### and hereby direct 

### a fully signed copy ofthis 

### Actionby Unanimous Written Consent ofthe 

### Board ofDirectors. I 

### This Action by Unanimous Written Consent ofthe Board ofDirectors may be executed in any nwnber ofcounterparts, each 

### ofwhich shall 

### be 

### deemed an original, but all ofwhich taken 

### together shall constitute but one and the same 

### Unanimous Written Consent ofthe Board of Directors of the Company.
Jonathan G. Ornstein 

### Chairman ofthe Board
Daniel J. 

### Altobello, Director.


### Robert Beleson, Director
Carlos E. 

### Bonilla, Director

Peter 

### F. NostranO, Director

2 DOCS..8F:69010.1

### •

Maunce
. Richard R. 

### Thayer, Director

3

## •

d 

### R. 

### 'Thayer. Director

3 

# i

, j. Z0 39'1td

### Location ofDebtors' Substantial Assets, Books and Records


### The Debtors have assets in every location from which they operate their businesses, including the premises listed on Schedule 6 annexed to the Declaration ofMichael 

### J. Lotz that was 

### filed contemporaneously with this petition. The majority ofthe Debtors' cash is held in Arizona. To the best ofmy knowledge, the Debtors have no substantial assets outside the United States, other than aircraft that continuously fly between the United States and certain foreign locations.

Books and Records

56772-OOI\OOCS_NY:1 %67.I