CHRISTOPHER P APPAIOANOU RECEIVED

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 

FEDERAL AVIATION ADMINISTRATION 

In the Matter of: 	 ) FAA Docket No. CP09ALOOll AjQ11' 

) 

) Judge Richard C. Goodwin IFf0 ;)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 are jointly 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 FURTHER NOTICE that as a result ofthe pendency of the 

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 or dosed, or until such earlier times as 

1 The 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., and Mesa 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 of punitive damages to 

compensate the Debtors for loss arising out ofviolation of the automatic stay. 

Dated: January 19, 2010 flIAD-I.l\.IC. 

By 
EXHffiITA 

[Remainder ofpage intentionally left blank} 
i 

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

United States Bankruptcy Court 

Southern District ofNew York 

Notice of Bankruptcy 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 by the 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 10-100 18-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 can request the court to extend or impose a stay. Ifyou attempt to collect a 

debt or take other action in violation of the Bankruptcy Code, you may be penalized. Consult a lawyer to 

determine your rights in this case. 

If you 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 or at the Clerk's Office, One Bowling Green, New York, 

NY 10004-1408. 

You may be a creditor of the 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 of New York 

Name of Debtor (if indMdua~ enter Last, First, Middle); Name of Joint Debtor (Spouse) (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 Debtor in the last 8 years (include married, maiden, and trade IllImes): 

Last four digits of Soc. Sec. or fndlvidual-Taxpayer I.D. (ITIN) NoJComplete EIN Last four digits ofSoc. Sec, or Individual-Taxpayer J.D. (ITIN) NoJComplete BIN

~-~-~~ (if more than one, slllte all) . 

85-0302351 


Street Address of Debtor (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 of Residence or ofthe Principal Place of Business: County of Residence or of the Principal Place of Business: 

Maric:opa 

Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address): 

ZIP Code ZIP Code 

1 I 


Location of Principal Assets of Business Debtor See Attachment here 0 


(if different from street address above); 


Type ofDebtor Nature of Buslnells Chapter ofBankruptey 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) • Chapter II ofa Poreign Main Proceeding S~e Exhibit D (lit page 2 ofrhis form. o Railroad 

o o Chapter 12 o Chapter 15 Petition for Recognition Stockbroker • Corporation (includes LLC and LLP) o o Chapter 13 of II Poreign Nonmain Proceeding Commodity Broker o Partnership o Clearing Bank 

o Other (ffdebtor i. Dot'one ofthe above entities, • Other Nature ofDebts check this box Wld type of entil)' 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, or bousehold 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(51 D). 

. • 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 of the 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, after any 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 1.0 Sf bilb"" II billion 

miUion million million million million 
81 (Official Form 1)(1108) Pagel 

Voluntary Petition 

(This page must be completed andjiled in every case) 

Name ofDebtor(s); 

Mesa Air Group, Inc. 

All Prior Bankruptcy Cases Filed Within Last 8 Years (If more 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, or Affiliate of this Debtor (If more 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 relief under chapter II.) 

• Exhibit A is attached and made a part of this petition. 

ExhibitB 

(To be oomplefed if debtor is an individual whO$\! debts are primarily consumer debts.) 

'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 of title It, United States Code, and have explained the relief available 

under each such chapter. I further certify that I delivered to the debtor the notice 

required by 11 U.S.C. §342(b). 

X 

Signature of Attorney for Oebtor(s) (Date) 

Exhibit C 

Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? 

o Yes, and Exhililt C is attached and made a part ofthis petition. 

• No. 

Exhibit D 

(To be completed by every individual debtor. IfII joint 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 of this petition. 

Ifthis is a joint petition; 

o Exhibit D also completed and signed by the joint debtor is attached and made a part of this 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 of business or principal 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 of the parties will be served in regard to the relief 

sought in tbis District. 

Certification by a Debtor Wbo Resides as II Tenant of Residential Property 

(Check all applicable boxes) 

0 Landlord has II judgment against the debtor for possession ofdebtor's residence. (If box checked, complete the following,) 

(Name of landlord that obtained judgment) 

(Address of landlord) 

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, after the Judgment 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 

after the 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 

(This page must be completed andfiled in every case) 

Signatures 

Sfgnature(s) of Debtor(s) (Individual/Joint) 

I declare under penalty of perjury that the infomation provided in this 

petition is true and eorrect 

[If petitioner is an individual whose debts are primarily consumer debts 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. 

[If no 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 relief in accordance with the chapter of title II, United States Code, 

specified in this petition. 

x~__~~____________________ Signature 0 f Debtor 

x~____~~~__________________ Signature ofJoint Debtor 

Telephone Number (If not 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 of Debror (CorporationlPartuershlp) 

I declare under penalty of perjury 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- ti0 

Date I 

Signature ofa Foreign Representative 

I deolare under penalty of perjury that the Information provided in this petition 

is true and eorrect, that I am the foreign representative of a debtor in a foreign 

proceeding, and that I am authorized to file this petition. 

(Check only one box.) 

o 1 request relief in accordance with chapter IS of title 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 

of tide II specitied in this petition. A certified copy ofthe order granting 

recognition of the foreign main procceding is attached. 

x~__~~______ ____________ Signature ofForeign Representative 

Printed Name ofForeign Representative 

Signature ofNon-Attorney Bankruptcy Petition Preparer 

I declare under penalty of perjury that: (I) 1 am 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 of this 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, if any, 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 of Bankruptcy 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: 

If more than one person prepared this document, attach additional sheets 

conforming to the appropriate official form for each person. 

A bankruptcy petition preparer '3 failllre to comply with the proviaionr of 

title II and the Federal Rilles ofBankruptcy 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 District of 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 District of 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 New York 


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.1 0-____ ( ) 

Debtor. 

CORPORATE OWNERSIDP STATEMENT 

In accordance with Rule 1007(a)(1) ofthe Federal Rules of Bankruptcy 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 of the Company's equity 

interests. 

The Company does not own (directly or indirectly) 10% or more of any class of a 

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 

in this case, declare under penalty ofpeIjury that rhave reviewed the foregoing and that 

it is true and correct to the best of my knowledge, information and belief, with reliance on 

appropriate corporate counsel. 

DATED: 0 f i /05 /tD / 

DOCS_NY: 19682.1 
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

lnre: Chapter 11 Case 

MESA AIR GROUP, INC. Case No. 10-__LJ 

Debtor. 

CONSOLIDATED LIST OF CREDITORS 


HOLDING 30 LARGEST UNSECURED CLAIMSl 


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) of the Federal Rules of Bankruptcy Procedure. This list does not include (i) 

persons who come within the definition of "insider" set forth in section 101(31) of chapter 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 of interest 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 of the 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 of the 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 of liability by, nor is it binding on, the Debtor. 

Z Certain affiliates of the 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 

Debtor and the foregoing affiliates have filed a motion for joint administration of these cases. 

S6772..()Ol\DOCS_NY:19670,1 1 
Attn: 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 

Subject to 

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 

S6772.001\DOCS_NY: 19670.1 2 
I.. 

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 3 
Corporation 

lID 

GE Engine Inc. 

AT&T CapitaI1'OeI'Vlr.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 

S(i772"(){)I\DOCS~Y:19670.1 4
'-"''''''''''.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 of the Americas 

New York, NY 10036 

Attn: Chief Counsel 

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) 

Lease Contingent 11,000,000 

Rejection Unliquidated 

Lease Contingent 1,000,000 

Unliquidated 

$8,000,000 

Unliquidated 
l.. 

PNCEF,LLC 

Equipment Finance, tka 10 1 S. 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 of Operations 


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 A 98105 

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 

Aircraft Lease Unliquidated

Rejection 

Rejection 

S6772-00\\OOCS_NY:I9670.1 7
Northstar 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 of my infonnation and belief. 

January 5, 2010 

56712..(JOI\DOCS_NY:19670.1 9
United States Bankruptcy Court 

Southern District of New York 

In re Mesa Air Group, Case No. ____________ 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.· Brief description of debtor'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 of any 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 OF DIRECTORS OF MESA 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 of the Company (the "Board of 
 I Directors"), acting pursuant 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 of the 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 of the 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 other advisors as to the relative risks and benefits ofpursuing a bankruptcy proceeding under 

the provisions ofchapter 11 oftitle 11 ofthe United States Code (the "Chapter 11"); 

NOW, THEREFORE, BE IT RESOLVED that, in the jud!pIlent ofthe Board of I 

Directors, it is desirable and in the best interests ofthe Company, Its creditors, stockholders and I other interested parties, that a voluntary petition be filed by the Company under the provisions of 


Chapter 11 (the "Chapter 11 Case"); ! 


RBSOLVED FURTHER that the officers ofthe Company be, and they hereby are, 

authorized to execute and file on behalf ofthe 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 Company be, 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 ofthe United States Code (the "Bankruptcy Code"), and to take any and all 

actions to advance the Company's rights, including the 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 Company be, and they hereby are, 

authorized and directed to employ the investment banking firm ofImperial Capital LLC to ._ represent and assist the Company in carrying out its duties under the .Bankrup~y Code, and m 

connection therewith 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 in connection 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; 

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

authorized and empowered for, in the name ot: and on behalf ofthe 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 

order to 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 ofthe Board of 

Directors ofthe Company, in the name and on behalf ofthe Company, which acts would have 

been approved by 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 their names 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 Action by Unanimous Written Consent ofthe Board ofDirectors may be executed in 

any number of counterparts, each ofwhich shall be deemed an ori' 1, but all ofwhich taken 

together shall constitute but one and the same Unanimous Written ent ofthe Board of 

Directors ofthe Company. 

Daniel J. Altobello, Director 

Robert Beleson, 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, 

the officers offue Company are hereby authorized and directed to execute appropriate retention 

agreements. pay appropriate retainers prior to and inunediately upon the filing ofthe Chapter It 

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

order to 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 and members ofthe Board of 

Direotors ofthe Company. in the name and on behalfofthe Company. which acts would have 

been approved by the foregoing resolutions except that such acts were taken/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 signed their names and adopted the above resolutions as 


oithe above date and hereby direct a fully signed copy ofthis Actionby Unanimous Written 


Consent ofthe Board ofDiiectors. 


This Action by Unanimous Written Consent ofthe Board ofDirectors may be executed in 

any number of counterparts. each ofwhich shall be deemed an origin~ but all of wlrlch taken 

together shall constitute but one and the same Unanimous Written Consent ofthe Board of 

Directors ofthe Company. 

Jonathan G. Omstein 

Chairman ofthe Board 

D"~::;:;e/l!!~ 

Robert Beleson. Director 

Carlos E. Bonilla. Director 

Joseph L. Manson, Director 

Peter F. Nostrand, Director 

2 

DOCSJlF:69010.l 
Jan 04 10 03:22p p.2 

RESOLVED FURTHER that 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 connection there"dth, 

the officers ofthe Company are hereby authorized and diIected to execute appropriate retention I. 

agreements, pay appropriate retainers prior to and immediately upon the filing ofthe Chapter 1] 

Case, and to cause to be fiied 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, in the name of, and on behalf ofthe 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 ofthe foregoing resolutions; and 

RESOLVED FURTHER that all ofthe acts and transactions relating to matters 

contemplated by the foregoing resolutions ofmanagement and members ofthe Board of 

Directors ofthe Company, in the name and on behalfofthe Company, which acts would have 

been approved by 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 their names and adopted tbe above resolutions as 

ofthe above date and hereby direct a fully signed copy ofthis ActIon by Unanimous Written I i 

Consent ofthe Board ofDirectors. 

This Action by Unanimous Written Consent ofthe Board ofDirectors may be executed in 

any number of counterparts. 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. i. 

I 

Jonathan G. Ornstein 

Chainnan ofthe Board 

Daniel J. AItobello. Director 

Robert 

&L~ Beleson, Director , 

Carlos E. Bonilla, Director I 

I: 

Joseph L. Manson, Director . 	 ! 

Peter F. Nostrand. Director 

I 

2 	 I 

I 

i 

I

I' 

I 
301 229 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 of the Company are hereby authoriz~d and directed to execute appropriate tetenlioh " 


ag.reements. pay appropriate retainers prior to !lnd inunediatcly upon the filing of the 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:::::'''rJ 

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, deli vcr' 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.: '.:. 

RESOL VED FURTHER tbat all oft11e acts and transactions relating to matters . 
 contemplated by the foregoing resolutions of management and members ofthe Board Qf 


Directors of the Company. in the name and on behalf of the Company, which acts would Iiave 


been approved by the foregoing resolutions except that such acts were taken prior to the. . 
 execution of these 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!; of the 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 of the Board ofDirectors. .:. . 


. This Action by Unanimous Written Consel1t oftha Board QfDirectors m~y be ~~etdt~d in 

any number of counterparts, each of which shall be deemed an original. but all of which taken 

.logethcr shall constitute but one Rnd the same Onanhnolls Written COllseiitofthc Board of 

Directors of the Company. ' :': ... " • :.' I ; ::~ 

I 

: 

I 

2 

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

i 

I 

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

authorized and directed to employ any other individual and/or finn 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 under the Bankruptcy Code, and in connection therewith, 

the officers ofthe Company are hereby authorized and dlrected 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; 

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

authorized and empowered for, in the name of, and on behalf of the 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 

order to carry out the purpose and intent of the foregoing resolutions; and 

RESOLVED FURTHER that all ofthe acts and transactions relating to matters 


contemplated by the foregoing resolutions of management and members ofthe Board of 


Directors of the Company, in the name and on behalf of the Company, which acts would have 


been ~proved by the foregoing resolutions except that such acts were takenlrior to the 


execution of these resolutions, are hereby in all respects confirmed, approve and ratified. 


IN WITNESS WHEREOF, the undersigned, being all of the members ofthe Board of 

Directors of the Company. have hereto signed their names and adopted the above resolutions as 

ofthe above date and hereby direct a fully signed copy of this Action by Unanimous Written 

Consent of the Board of Directors. 

. This Action by Unanimous Written Consent ofthe Board ofDirectors may be executed in 

any number of counterparts. each ofwhich shall be deemed an original, but all of which 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 

Peter F. Nostrand, Director 

2 

----------~~~--.---

RESOLYED FUR11:1ER that the officers of the Company be, and they hereby are, 

authorized and directed to employ any other individual 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 under the Bankruptcy Code, and in connection 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 FURTHER that the officers ofthe Company be, and they hereby are, 

authorized and empowered for, in the name ot: and on behalf ofthe 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, mar deem necessary or advisable in 

order to 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 ofthe Board of 


• Directors ofthe Company, in the name and on behalf ofthe Company, which acts would have 

been approved by 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 WTINESS WHEREOF, the undersigned, being aU ofthe members ofthe Board of 

Directors ofthe Company, have hereto signed their names 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. 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 ofthe 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 

• 


dR. 'Thayer. Director 

3 i 


, 

j. Z0 39'1td 
Location of Debtors' 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 of Michael J. 

Lotz that was filed contemporaneously with this petition. The majority of the Debtors' cash is 

held in Arizona. To the best of my 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