### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

) Application of ) ) Western Global Airlines, L.L.C. ) Docket OST

- 

### 2013

- 

### ) for a certificate of public convenience and ) necessity pursuant to 49 U.S.C. § 41102 ) (foreign charter cargo air transportation) )

) 

### APPLICATION OF WESTERN GLOBAL AIRLINES, L.L.C. Communications with respect to this document should be addressed to:

Mark W. Atwood Elizabeth J. Wadsworth Cozen O'Connor The Army and Navy Club Bldg. 1627 I Street, N.W. Washington, D.C. 20006 (202) 463-2513 Counsel for Western Global Airlines, L.L.C. May 14, 2013 NOTE: Any person may respond to this application by filing an answer in the above docket and serving a copy on undersigned counsel and all persons named on the attached service list. Answers must be filed not later than June 4, 2013.

### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

) Application of ) ) Western Global Airlines, L.L.C. ) Docket OST

- 

### 2013

- 

### ) for a certificate of public convenience and ) necessity pursuant to 49 U.S.C. § 41102 ) (foreign charter cargo air transportation) )

) 

### APPLICATION OF WESTERN GLOBAL AIRLINES, L.L.C. FOR FOREIGN CHARTER CARGO AUTHORITY 

### Western Global Airlines, L.L.C. ("Western Global"), a newly formed air carrier, hereby applies, pursuant to 49 U.S.C. § 41102, Subpart B of the Department of Transportation's Procedural Regulations (14 CFR Subpart B), and Section 204.3 of the Department's Economic Regulations (14 CFR § 204.3), for a Certificate of Public Convenience and Necessity authorizing it to conduct foreign charter air transportation of property and mail with large aircraft, as described in this Application. A separate application for equivalent domestic authority is being filed contemporaneously in another docket. Background 

### Western Global was formed earlier this year by Mr. James K. Neff, a 40-year veteran of the air cargo business and founder and former CEO of Southern Air, Inc. The plan of the company is to provide widebody cargo capacity on a leased ACMI (Aircraft, Crew, Maintenance and Insurance) basis to air carriers and freight forwarders

### in the United States and around the world. The carrier plans to start in September 2013

by operating one MD-11 freighter aircraft owned by and leased from a company controlled by Mr. Neff; the fleet will be increased to four aircraft during the first year of operation. Western Global's owner and key management personnel are highly experienced in aviation management and operations, particularly in the air freight sector, and their records at previous carriers demonstrate their ability to manage a safe and profitable cargo airline. The carrier is a citizen of the United States and is fit, willing and able to operate the proposed transportation in a safe and compliant manner. Information Required by 14 CFR § 204.3 1. Name and Address: (§ 204.3(a)) Western Global Air, L.L.C. 5566 Broadcast Ct. Sarasota, FL 34240 Tel: 941-907-6810 2. Form and State of Organization: (§ 204.3(b)

- 

### (d)) Western Global is a Florida limited liability company. It was formed on March 6, 2013. A Certificate of Good Standing from the Secretary of State of Florida is attached as Exhibit WG-1. 3. Citizenship and Substantial Interests: (§ 204.3(e) and (g)) Western Global is a citizen of the United States as defined in 49 U.S.C. § 41102(a)(15). One hundred percent of the membership interest is held by trusts formed in the State of Florida for the benefit of, and controlled by, members of the Neff family. Specifically, 50 percent of the ownership interest is owned by the James K. Neff

2

### 2012 Irrevocable Trust (dated December 10, 2012) (the "JKN Trust"), and 50 percent by

the Carmit P. Neff 2012 Irrevocable Trust (dated December 10, 2012) (the "CPN Trust"). The trustee and beneficiary of the JKN Trust is Carmit P. Neff, wife of James Neff. The joint trustees of the CPN Trust are James Neff and Danielle J. Neff, Esq. (his daughter), and the beneficiary is Carmit Neff. All of these persons are United States citizens. This structure is almost identical to the ownership structure of Southern Air, Inc. when it was first certificated in 1999. An affidavit of the company's U.S. citizenship is attached as Exhibit WG-2. 4. Key Personnel: 

### (§ 204.3(0) The management of Western Global has extensive experience in aviation, particularly in the air freight sector. The individuals holding key positions with the carrier are as follows: Chief Executive Officer and COO James K. Neff Chief Financial Officer
- 

### Carmit P. Neff Vice President, Operations Thomas J. Quehl Director of Safety & Security
- 

### Terrence A. Washow Director of Maintenance Jerome M. Basile Chief Pilot

- 

### George Boyko Chief Inspector MikeII E. Leland The business address of the persons listed above is 5566 Broadcast Court, Sarasota, Florida 34240. All individuals named are citizens of the United States. Copies of their resumes are attached as Exhibit WG-3. None of these persons, with the exception of Mr. and Mrs. Neff (indirectly) own any membership interests in Western

3

### Global. Positions or interests held in relevant corporations are described in Section 5,

below. None of these persons, with the exception of James and Carmit Neff (husband and wife) are related by blood or marriage. Each of the technical personnel listed above (Vice President of Operations, Director of Maintenance, Director of Safety and Security, Chief Inspector and Chief Pilot) meet all required qualifications as mandated in 14 CFR Sections 119.65 and .67. An organizational chart, showing the relationship of the various personnel and operating departments of the company, is attached as Exhibit WG-4. The carrier has no board of directors, which is permitted under Florida limited liability company law. 

### 5. Subsidiaries and Related Companies: 

### (§ 204.3(h) and (i)) Western Global has no subsidiaries; however, it does have two affiliated companies through common ownership by James Neff and his family. These include:

• Neff Air LLC, a Delaware liability company, that is jointly owned by James and Carmit Neff, which provides management for the aircraft and parts owned by special purpose companies (established specifically to hold title to the aircraft) controlled by the Neff family. Mr. Neff is the CEO of the company.

• Nordic Global Air, a Finnish all-cargo airline that holds a foreign air carrier permit from the Department (Order 2012-1-29). NGA is owned in part (29 percent) by a trust controlled by Mr. and Mrs. Neff. Mr. Neff serves as the non-executive Chairman of the carrier.

4

### 6. Financial Statement: 

### (§ 204.3(k))

As the company has not yet commenced operations, the only statement is the balance sheet current as of the date of this filing. Since the company was formed in March of this year and has conducted no business, there is no income statement. The balance sheet was prepared by Berkowtiz Pollack Brant, certified public accountants. This statement is attached as Exhibit WG-5. The balance sheet reflects the fact that Western Global has cash assets on deposit of $600,000 and no long- or short-term debt. The initial start-up costs that have already been paid, including initial salary and benefits outlays for current employees, rental of office space, legal and consulting work for certification, and computer equipment and software have been borne by Mr. Neff out of his personal funds. 7. Actions and Outstanding Judgments: 

### (§ 204.3(l) and (m)) There are no pending legal actions or outstanding judgments against Western Global, Neff Air, Nordic Global Air or any key personnel or stockholders in the companies. 8. Aircraft Fleet: 

### (§ 204.3(n)) Western Global plans to operate four MD-11freighter aircraft during the first year of operation. These aircraft are currently owned by four special-purpose limited liability companies that are owned entirely by James and Carmit Neff, and will be leased to Western Global by Neff Air, which manages the aircraft, at very favorable lease rates. A sworn affidavit of FAA certification and compliance for these aircraft is contained at Exhibit WG-6.

5

### 9. Investigations, Enforcement Actions and Complaints: 

### (§ 204.3(o))

There are no investigations, enforcement actions or complaints pending at the Department, including the Federal Aviation Administration, involving Western Global, any relevant company, any personnel employed or to be employed by any relevant company or any person having a substantial interest in any relevant company. 10. Charges of Fraud, Deception, etc.: 

### (§ 204.3(p)) There have been no charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violations, brought against any relevant company or person having a substantial interest in any relevant company, or member of the key personnel employed or to be employed by any relevant company in the past 10 years. 11. Aircraft Accidents or Incidents: 

### (§ 204.3(q)) There have been no accidents or incidents experienced by Western Global, its personnel, or any relevant company, during the past year or at any time in the past and which remains under investigation. 12. Description of Proposed Operation: 

### (§ 204.3(t)) Western Global plans to provide its services to other air carriers as well as freightforwarders around the world on an ACM! basis. Its focus will be on establishing longterm working relations with those clients. Its owners and managers believe Western Global will be able to offer very competitive rates compared to other operators due to its highly experienced management team and the sharing of expenses with its affiliated Finnish carrier, Nordic Global. The shared cost elements are expected to include common contracted flight following/dispatch center, a common engine overhaul and

6

### maintenance center, and a common contracted crew supply company. These

cooperative relations will help minimize costs to both companies. 13. Maintenance and Training: Line maintenance will be performed by Western Global's in-house mechanics, while heavy maintenance will be performed under contract by qualified MROs in Singapore and other locations in the Far East. Contracted work will be overseen by the Director of Maintenance. 14. Forecast Financial Results of Operations and Financial Fitness Test: 

### (§ 204.3(t)) Exhibit WG-7 contains the carrier's projected financial statements for the first full year of operations. These statements were prepared by Berkowtiz Pollack Brant, and are made on a cash basis. Exhibit WG-8 lays out a summary of Western Global's "start-up" expenses and sources of funding. How the carrier will meet the three-month zero-revenue financial fitness test is examined in Exhibit WG-9. The third-party verification of funds is contained at Exhibit WG-10. Western Global has forecast results on a quarterly basis. Since it is expecting to begin service late in the 3 rd Quarter 2013, the column for that quarter only estimates the results of one month's operation. Certain assumptions are made in the forecast: (1) Aircraft are assumed to operate only 100 hours per month during the initial two full quarters of service, increasing to 125 hours per month in the latter two quarters. Western Global believes this is an extremely conservative estimate, and actual results should be somewhat higher. (2) All operations are assumed to be on an ACMI lease basis; thus, the carrier's clients will be responsible for payment of fuel, loading and ground handling,
7

### generally on a short-term reimbursement basis. Should clients wish to contract on a full

charter basis (with all services to be provided by the carrier), the full price will be paid in advance. (3) Assumptions underlying the maintenance and operating costs are based on the experience of the Lessor (Neff Air) and the management team's extensive experience in aircraft operation, management and maintenance. Certain other costs, such as crew, aircraft lease, and facility rental, are based on actual negotiated contract rates. The forecast shows that Western Global is expected to be profitable beginning the second half of its first year of operations. The financial fitness test reveals that pre-operating expenses remaining to be paid by the company total $320,000, and that the three-month average operatingexpenses will be $4.18 million. The amount required under the Department's zerorevenue test will be $4.5 million. As the exhibits demonstrate, the company and the two trusts that own it have cash and short-term securities more than sufficient to cover this cost. Letters from the trustees of these trusts, contained in Exhibit WG-10, verify that the trusts pledge their cash assets to support the carrier's operation to the extent needed. 15. Warsaw Waiver Agreement: (§ 204.3(u)) A signed counterpart of Agreement 18900 (OST Form 4523) is included as Exhibit WG-11. 16. Family Assistance Plan (49 U.S.C. § 41113) and Passenger Manifest Plan: (Part 243) Western Global is aware of its responsibilities under 49 U.S.C. Section 41113 to submit a plan to implement the Aviation Disaster Family Assistance Act of 1996 (Pub.
8

### L.101-264), as amended. That plan has been prepared, and will be filed shortly. The

carrier will incorporate procedures implementing that plan into its manual system. 

### 17. FAA Certification Status Western Global has submitted its Pre-Application Statement of Intent (PASI) for an Air Carrier Operating Certificate and Part 121 Operations Specifications to the FAA (Tampa Flight Standards District Office), and has requested a formal application meeting. It has also prepared its formal application for presentation at the meeting. 

### 18. Certification: (§ 204.3(v)) The required certification, signed by Western Global's President and CEO, is attached as Exhibit WG-12. 

### 19. Conclusion: As the above information and attached exhibit materials demonstrate, Western Global is legally and operationally well qualified to receive certification by the Department to operate charter air cargo transportation worldwide. Its presence in the market will bring competition and increase the options and flexibility available to other air carriers and to freight forwarders. WHEREFORE, Western Global Airlines, Inc. requests that the Department issue it a Certificate of Public Convenience and Necessity to operate foreign charter air transportation of property and mail, and such other relief as the Department may deem necessary.

9

### ectfully submitted, Re7 

# 7 A4,1
Mark W. Atwood Elizabeth J. Wadsworth Cozen O'Connor 

### The Army and Navy Club Bldg. 1627 I Street, N.W. Washington, DC 20006 Tel. 202-463-2513 Email: matwood@cozen.com Counsel for Western Global Airlines, L.L.C.



### Dated: May 14, 2013

10

### CERTIFICATE OF SERVICE

I, Elizabeth J. Wadsworth, hereby certify that on this 14 th day of May, 2013, I served via first class mail or email the foregoing Application of Western Global Airlines, LLC, for a Certificate of Public Convenience and Necessity on the following person(s): Federal Aviation Administration Tampa Flight Standards District Office ATTN: POI Bill Royal 5601 Mariner Street Suite 310 Tampa, FL 33609-3416 Email: william.royal@faa.gov

Elizabeth J. Wadsworth

### WESTERN GLOBAL AIRLINES TABLE OF EXHIBITS Exhibit Title WG-1 Certificate of Good Standing WG-2 Affidavit of U.S. Citizenship WG-3 Key Personnel Resumes WG-4 Organizational Chart WG-5 Financial Statement WG-6 Affidavit of FAA Certification and Compliance WG-7 Projected Financial Statements WG-8 Start-Up Expenses WG-9 Narrative for Meeting Financial Fitness Test WG-10 Third-Party Verification of Funds WG-11 Warsaw Waiver Agreement WG-12 President's Certification

# EXHIBIT WG-1

CERTIFICATE OF GOOD STANDINGExhibit 1/VG-1 Page 1 of 1 

# State of Florida Department of State

I certify from the records of this office that WESTERN GLOBAL AIRLINES LLC, is a limited liability company organized under the laws of the State of Florida, filed on March 6, 2013, effective March 4, 2013. The document number of this company is L13000034439. I further certify that said limited liability company has paid all fees due this office through December 31, 2013, and its status is active.

Given under my hand and the Great Seal of the State qf Florida at Tallahassee, the Capital, this the Seventh day of May, 2013



# Secretary of State

Authentication ID: CU0415056155 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html

# EXHIBIT WG-2

AFFIDAVIT OF U.S. CITIZENSHIP

### ./ James K. Neff Chief Executive Off01
- 1; Western Global AirlineS, LLC Exhibit WG-2 Page 1 of 1

T 

### OF UNITED STATES CITIZENSHIP
STATE OF FLORIDA ss: COUNTY OF MANATEE I, James K. Neff, being first duly sworn, deposes and says: 1. I am 18 years of age or over.
2. I am the CEO of Western Global Airlines, LLC ("Western Global Airlines") and am authorized to make this statement on the Company's behalf.
3. I hereby swear, under penalty of perjury, that Western Global Airlines is a citizen of the United States within the meaning of 49 U.S.C. Section 40102(a)(15).

Sworn to/affirmed and subscribed before me this 1 k,„,) day of May, 2013, by James K. Naff, who is personally known to me or who presented

, 

### _ as satisfactory identification. j244(1,./.7A (Signature of Notary) (Name of Notary typed, stamped or printed) (Notary Seal)

# EXHIBIT WG-3

KEY PERSONNEL RESUMESExhibft WG-3 Page 1 of 13 

### James K. Neff 7892 Fisher Island Drive Miami, F133109 Mr. Neff is one of the aviation industry's most experienced, successful and dedicated leaders. His significant achievements in high level corporate positions at large public airlines and as a hands-on entrepreneur uniquely encompass all aspects of airline operations and management.

Experience: Flying Tiger Line: 1971-1979, Director of Scheduling Continental Airlines: 1979-1981, Director of Corporate Planning Emery Air Freight Corporation: 1981-1984, Vice President Fleet Planning Burlington Air Express: 1984-1987, Senior Vice President Marketing and Air Operations Aircraft Trading and Service Co: 1987-1991, Senior Vice President Cargo Programs U.S. Turbine Engine Corp: 1991-1999, Founder and CEO Southern Air Inc.: 1999-2007, Founder and CEO Southern Air Holdings: 2007-2010, CEO Neff Air LLC: 2010-Present, CEO, Founder and CEO Nordic Global Airlines: 2011-Present, Board Chairman Western Global Airlines: 2013, CEO, Founder and CEO

Mr. Neff has unparalleled experience in the aviation industry. After graduating from Purdue University with an engineering degree in 1971, Mr. Neff commenced his aviation career with Flying Tigers where he was in charge of expanding and developing Tigers' worldwide fleet. In 1979 he joined Continental Airlines for two years to head up the corporate planning function before returning to the air freight industry. Following the deregulation of air cargo, Mr. Neff established and developed the in-house air transportation systems for both Emery Air Freight and Burlington Air Express from 1981 to 1987. Then, Mr. Neff founded and built U.S. Turbine Engine Corporation, a highly valuable commercial aircraft engine and parts company which he sold in 1998.Exhibit WG-3 Page 2 of 13



### p. 2
In 1999, Mr. Neff founded Southern Air Inc., one of the most profitable and successful all cargo airlines in aviation history. After having grown to a fleet of ten B747 freighter aircraft acquired with debt-free ownership, Mr. Neff sold the company in 2007 and remained CEO until 2010. In 2010, Mr. Neff started a leasing company, Neff Air, where he has acquired, without debt, a fleet of two 747-400 and six MD-11 freighters. In late 2011, he helped develop Nordic Global Airlines, a Finnish all cargo airline affliated with Finnair. Nordic Global is headquartered in Helsinki where it has a full complement of operations and management personnel. Mr. Neff serves as Board Chairman, a nonpaid advisory position. Nordic Global leases its aircraft from Neff Air and has successfully grown from one to four MD-11 freighters in less than two years. Mr. Neff is now devoting his many years of experience, extensive capabilities and financial resources to establish Western Global Airlines. This new cargo airline is expected to be the crowning achievement of Mr. Neff's long and highly successful aviation career.Exhibit WG-3 Page 3 of 13

Carmit P. "Sunny" Neff
7892 Fisher Island Drive
Miami FL 33109

Education BA Economics University of California at Los Angeles (UCLA), Summa cum Laude, 1974 MBA Anderson Graduate School of Management, UCLA, High Honors, 1975 Experience The Flying Tiger Line, 1976 — 1980: Strategic Planning Analyst, responsible for historical financial evaluation, budgeting and forecasting. Manager of International Pricing, responsible for cost analysis, developing cost/revenue models, comparing and evaluating yields, developing specific commodity rates. Represented Flying Tigers at IATA meetings and conferences worldwide. Mattel Toys, 1980 — 1982: Product Manager, with P&L responsibility for several product lines. Management Consultant, 1983 — 1993: Advised corporate clients and prepared forecasts, plans and strategies to profitably develop their new businesses and new product lines after reviewing, analyzing and evaluating their cost structure, competitive position, profitability objectives and capital structure.

1983 - 1984 and 1987-1988 The Development Agency, MCA 1985 - 1986 Air Cal; 1987- 1993 The Weston Group, Redding Consultants and Luther & Co US Turbine Engine Corp, 1991- 1999: Co- founder, Owner and Member of the Board, responsible for financial oversight with an emphasis on budgeting, forecasting and capital investment. Southern Air Inc., 1999-2007: Co-founder, Owner and Member of the Board, responsible for overseeing the capital structure of the company, including all corporate investing, and for competitive analysis, economic strategy and forecasting. Neff Air LLC, 2010 — present: Co-founder, Owner and Chief Financial Officer of Neff Air LLC and Western Global LLC, responsible for all aspects of financial analysis, budgeting, forecasting and planning.Exhibit WG-3 Page 4 of 13

531 Derby Downs, Lebanon, TN 370870615-547-9789etquehl@charter.net



## Thomas 1 Quehl
Ob'ective Obtain a challenging position in aviation, 

### Professional Accom lishments Western Global Airlines • Vice President of Operations O Hired into position on April I , 2013 • Direct operation through 14 CFR 121 certification National Airlines Management • President of National Airlines from November 2008 until September 2010. Led airline team to increase revenue by 217%. Established DOD CRAF reliability and performance rating of 100%. Established successful twice weekly cargo service from CONUS to Bagram AB, Afghanistan. Director of Operations from November 2003 until November 2008. Was responsible for obtaining FAA certification as a 14 CFR 121 air carrier with global operating authority. Achieved approval by USAF HQ AMC as a DOD approved CRAF air carrier. • Director of Standards and Training from September 2010 until May 2012. Responsible for obtaining passenger operating authority from the FAA utilizing B-757-200 aircraft and the addition of cargo B-747-400 aircraft to the Operations Specifications. Standards lead in establishing daily scheduled passenger service between Dubai and Bagram AB and Kabul,
Arrow Air Management • VP of Safety and Compliance. Established the internal evaluation program and safety management system. Implemented root cause analysis for safety concerns and incident investigations. Director of Operations, Responsible for operational control of the airline, staffing, cargo handling, flight routing, permitting, diplomatic clearances, union collective bargaining negotiations and FAA liaison. • Chief Pilot. Supervised 270 pilots and flight engineers in global airline operations 

### Kalitta Air Management • Acting Director of Flight Standards, Supervised 67 cheek airmen on 4 fleets of aircraft, B-747, E1011, B-727 and DC-8 for both cargo and passenger service. Aircrew Program Designee, (APD), FAA designated examiner for ATP licenses and DC-8 type ratings. Also served as standards captain on the fleet. Air Carrier Certification • Consultant for successful FAA certification of Virgin America to include writing operational manual language to include SAI and regulatory compliance. • Consultant for Netiets Large Aircraft for the FAA certification of adding the Boeing BB.1 • Director of Operations for the FAA certification of National Airlines and the addition of passenger authority, B-757-200 and B-747-400 aircraft. • Operations lead for NACEP FAA audit preparation for Silver Airways, 

### Employment History

### Exhibit WG-3 Page 5 of 13
615-547-9789etquehl&harter.net 

## Thomas 1 Quell! Nov 03 to May 2012 • Mar 99 to Nov 03 Mar 95 to Mar 99 Mar 90 to Mar 95 

### Education 1981 1981 1999 2004 President/DO/DTS VP/DO/CP DFS/APD Capt/Check Airman

AS Aviation Technology AA Liberal Arts Aviation Safety Management System Safety and ATOS National Airlines, Ypsilanti, MI Arrow Air, Miami, FL Kalitta Air, Ypsilanti, MI Arrow Air, Miami, FL

St. Petersburg College St. Petersburg College Southern CA Safety Institute

FAA Academy



### Licenses and Ex erience Airline Transport Pilot, DC-8 and LR-JET Certified Flight Instructor, Gold Seal, Airplane Single & Multiengine, Instrument Airplane Certified Ground Instructor, Advanced and Instrument FAA First Class Medical 16,000 + hours of flight time to include 8700 in 121 air carrier heavy jet operations worldwide DOD Secret security clearance

### Exhibit WG-3 Page 6 of 13

224-587-9135 Terry.WashowV.Westernalohalair.com 

# Terrence A Washow 14737 Aniberjack Terrace, Lakewood Ranch, H. 34202 Terry. Washow(i - OWesternglobalair.com



# Terrence A Washow

To obtain a position within an organization that can utilize my unique and extensive background of experience and qualifications in aviation. 

### Experience 04/01/2013- Western Global Airlines, LLC Sarasota FL Director of Safety and Security o 14CFR 119.65 Airline Director of Safety and Security 10/01/2012- AEROTASCC, LLC Dundee, IL Consukant/ Subject Matter Expert (Self Employed) O Airline Certification Consulting O Aircraft Conformity

8 Maintenance Training 09/15/2010 - TA Washow and Associates, Inc Dundee, IL Consultant/ Subject Matter Expert (Self Employed) a Under contract with Booz-Allen-Hamilton — SASO — SMS Project — Maintenance Subject Matter Expert. • Develop Maintenance Programs for all Boeing and Airbus Fleets • Develop Manuals per FAA requirements for various air carriers • Perform reviews and updates of Airline manuals and programs based on ATOS Reviews • Small Aircraft Maintenance • Flight Instruction

04/2007-08/2010 Ryan International Airlines Rockford, IL Manager, Maintenance Programs and Planning

▪ Responsible for review, update, securing approval, and implementation of Boeing-MPD based Maintenance and Inspection Program for fleet of B767, B757 and MD80 Aircraft. a CoMplete Bridging and Conformity documents for aircraft being added to the fleet. • successfully bridged six B767 Aircraft to our Certificate and completed conformity • Develop and plan scheduled maintenance tasks on all aircraft, including AD's , STC-driven 1CA's and Program-driven maintenance through "A" checks in our base stations while dealing with highly variable aircraft flight schedules. Identify long-range planned maintenance events including"C" checks and develop a work scope in coordination with all departments and heavy check providers that includes parts, tooling, manpower

▪ Coordinate planning and completion of all out-of—phase maintenance events, including aging aircraft inspections, horoscopes, required NDT Inspections, and conformity-driven work scopes

▪ Completed ERP System migration from AS400 to new TRAX system, and secured FAA approval for its use as primary data for all maintenance program tracking at Ryan International. Served as system administrator for TRAKExhibit WG-3 224-587-9135 o Torry,WashowWWesterng

. hbalaircom Page 7 of 13 

## Terrence A Washow
0412005-04/2007 US Airways, Inc. Charlotte, NC Production Supervisor, Aircraft Heavy Maintenance • Supervise Production and workflow on B737 Aircraft "C" checks • Review non-routines, identify repair process to be used to complete repairs per the SRM, or coordinate with on-site engineering or aircraft manufacturer for acceptable methods of repair • Manage Union workforce assigned to Dock for attendance, contract issues, overtime, discipline and administrative duties. Maintained a 96% on-time check completion for our Dock 07/1999-04/2005 US Airways, Inc. Chicago, IL Station Maintenance Manager • Responsible for all aircraft-related through-flight maintenance, and overnight maintenance o13 to 5 RON aircraft at O'Hare • Responsible for maintenance of all ground equipment for the maintenance operation and the Line Operations group • Maintained 98% on time originating departure performance, and a 100% clearance rate on assigned MEL's 05/1998-06/1999 GE Capital Services, Inc. Long Grove, IL
Help Desk/Systems Support Engineer • Provide on-site third-party desktop support and development of Windows/NT-based Enterprise network of 900 on-site and 300 remote users for

.Zurich-Kemper Insurance Group • Responsible for start-up and initial implementation of new Helpdesk support software application • MCSE, Novell Netware, A+, and CCNA Certified
08/1997-05/1998 Galaxy Scientific, Inc. Atlanta, GA

Technical Consultant • Deployed and provided training to FAA Aviation Safety Inspectors at FSDO offices around the country on new (at the time) Windows 95-based laptops, and the new (at the time) OASIS software developed by Galaxy Scientific. -ProvidectMaintenancePlanningConsultant services with Galaxy for various MRO's around the world, including Singapore SA1 and others • Assisted in the development of the Maintenance Human Factors CD produced by Galaxy under contract with FAA Aeromedical group for the 1998
02/1996-06/1997 Flagship Airlines, DBA American Eagle, Inc. Nashville, TN Vice-President, Maintenance and Engineering • Served as FAR 119 Director of Maintenance on the FAR 121Airline OPS SPEC. • Responsible for all aircraft maintenance activity conducted on up to 90 Aircraft, including SAAB 340, ATR 42 and ATR 72 Aircraft. • Through on-site staff, directed operations in Miami, Orlando, Syracuse, Albany, JFK-New York, and Nashville.

▪ Improved maintenance reliability from 93,6% to over 99% over an eight-month period

09/1993-02/1996 American Airlines Inc. Chicago, ILExhibit WG-3 Page 8 of 13

224

- 587

- 9135 0 Terry.Wasillow("estanglobakiiii.com 

## Terrence A Washow

Automation Projects Manager • Responsible for design, development, implementation and training of in-house standardized line maintenance automation applications system-wide. • Directed development and implementation team for automated

work card authoring, approval and • Distribution system using a data modeling process. • Represented American Airlines in various ATA workgroups, including A MTOSS, ATA and manufacturer-driven AMM graphics standardization, and the FAR Part 66 ARAC Committee. 08/1988-0911993 American Airlines, Inc. Chicago, IL Supervisor, Production Control • Responsible for Planning of Manpower, materials and task cards for forty over-night aircraft, including 4 "B" level checks on MD80 Aircraft. Responsible for all mechanic-related administrative tasks, including payroll, work schedule, vacation schedule, overtime, and shi ft bid. • Established Chicago as an initial test and development site for proto-type PC-based computer applications, including programs for shift bidding, workload planning, overtime control, and work card production. 01/1980-06/1985 DAV EA Center Addison, IL Senior Instructor, Aircraft Maintenance • Provided Mechanic instruction to High School Students in our FAA-approved Mechanics Program, in all areas of the Power plant and General mechanic curriculum. • Established transfer programs that allowed our students to attend post-secondary training at various 2 and 4-year schools with Aircraft Mechanic programs in Illinois and receive college credit for the coursework completed at our program. I have a current Illinois Type 10 Teaching Certificate 

## licaligalaLd i
09/1975-01/1980 Southern Illinois University Carbondale, IL Bachelor of Science in Occupational Education • Aviation-Education --Maintenance and Flight • Airframe and Power plant Mechanic (issued 1979) Inspection Authorization (IA-1987) • Commercial Pilot Certificate • Certified Hight Instructor Airplane and Instrument— over 2200 hrs. dual Given —3000 hrs. logged. • Southern Illinois University Aviation Technologies Advisoiy Board Member (since 1992) • Completed over eighty hrs. of General Familiarization and Avionics Training on various Aircraft, including B727, B737, B757, B767, DC10, and Airbus 320-series aircraft

▪ Committee member on Job Task Analysis (ITA) study group - Northwestern Illinois University as part of a grant issued by the FAA to determine "ab initio" training requirements for student mechanics for use in FAR 147 training schools, replacing the "Allen Study." Presentation Speaker —January 1996 Aviation Maintenance Human Factors Conference, Washington, DC. A forty

- minute presentation on "Human Factors of Computer Technology and Automation on Maintenance Organizations" to over 200 Industry and Government Representatives.

References are available on request.Exhibit WG-3 Page 9 of 13



### Jerome M Basile 6201 Palm Trace Landings Dr Davie, FL 33314 Mobile: 917-417-3770
Experience CTS Engines, FT Lauderdale FL- Director of Resource Planning November 2012-March 2013 • Managed a field service team for on-wing engine support • Provided technical assistance to all customers for engine support • Ensured all resources were available at any time for any specific engine task. Southern Air Inc., Norwalk, CT- B747/B777 Fleet Manager September 2006- November 2012 • Provided technical assistance in terms of troubleshooting, expertise, and fault isolation to repetitive and chronic aircraft items. • Assisted with analyzing CASS data and making recommendations to the CASS review board concerning all technical aircraft issues. o Member of the CASR13(non voting member) • Monitored ECM trending on all fleets and developed action plans if any abnormal trends were present. Southern Air Inc., Manager of Technical Support January 2007- May 2010 Managed a crew of 6 technicians in minor engine shop repairs, engine changes, and special projects on company aircraft. Provided technical support for all company stations for engine and airframe issues. Polar Air Cargo, Jamaica, NY, Crew chief Jun '00- Nov'00 & Mar '04- Sep '06 

### o Performed line maintenance on 747- 100,-200,-300, and -400 series aircraft O Performed A checks on 747 -100 -200 and -300 -400 series aircraft • Provided technical and mechanical assistance to domestic and foreign line stations. o Lead mechanic: Managed a crew of 16 Technicians American Airlines, Flushing NY, Aircraft Technician Nov '00- Jun'03 • Performed line maintenance on MD-80, B737, and B757 aircraft. • Troubleshot heavy maintenance problems with Tech crew chiefs. Tower Air, Jamaica, NY, Aircraft Technician/ Maintenance Supervisor Sept '98- May '00 • Performed line maintenance on 747-100 and -200 series aircraft. O Performed A checks and B checks on Boeing 747 -100 and -200 series aircraft. O Member of the Engine Change Crew. • Provided technical and mechanical assistance to domestic line stations. O Supervisor of line maintenance operations Education Aviation' High School, Long Island City, New York

Graduated with New York State Regents Diploma Awarded Toolbox, for high technical averages Computer, Microsoft Office, and Adobe products literateLicense # ATP 6920 ATP 2410003 N1-2012.148092-49874 500649 Date of Issue Mar-20-74 Jan-17-89 Apr-25-91 Sep-16-97 Aircraft Type DC-10/MD-11 MD-11/DC-10 DC-10/MD11 MD-1 I Exhibit WG

- 3 Page 10 of 13 

### George Boyko 326 Mane Court Tarpon Springs, Florida. 33468, USA Tel/Fax: +1-727-945-001i Cell: +1-727-455-5530 george.boyko@tampabayst.com 

### FLIGHT TIMES Total Time 18438 Heavy Jet 16113 MD11 P,I.C. 2064 DC10 P.I.C. 4823 Total P,I.C. 8394 Total S.I.C. 9080 

### CERTIFICATES Place of Issue Venezuela USA EASA/JAA Taiwan 

### EMPLOYMENT 2013 (April-Present) 2011-2013 2009-2011 2009 (May-Sep) 1999-2008

2002-2005

1997 (May-Nov) 1991-1992 1990-1991 1985 (May) 1978-1983 1976-1997
1976 (Jan-Jun) 1974-1976 

### EDUCATON

PERSONAL DATA WESTERN GLOBAL AIRLINES: Chief Pilot, MD-11 Captain NORDIC GLOBAL AIRLINES: MD-11 Captain TRE/TRI. Approved by the CAA as Post Holder of Flight Training for the MD-11. AVIENT: MD-11 Captain TRE/TRI, responsible for developing Checklists and Manuals for the MD-11 approved by ZCAA. SKY LEASE: MD-11 Captain. Simulator Instructor, Line Check Airman. Responsible for developing Checklists and Manuals for the MD-11.. GEMINI AIR CARGO: FO MD

- 1 1 F, Captain DC-10F, Captain MD-11F. Worldwide FAR Part 121 cargo operations. Responsible for Developing Simulator Training Program, Manuals and Checklists. STRONG ARM AIR CARGO: FAR 135 Director of Operations. Responsible for Contract operations for the US Coast Guard from St. Pete/Clearwater Airport Base to the Bahamas, Responsible for developing the General Operations, Training and MEL Manuals for successful approval by the FAA. Developed ground and flight procedures for on-time and safe operations according to the Standards of the US Coast Guard. EVA: Relief Captain/FO MD-11F. MARTINAIR: Captain DC-10F (Contract for 5 month). Worldwide cargo operations. KLM: Captain DC-10 (Contract for 15 month). Passengers operations between Europe, the Caribbean, Central and South America. AIR AFRIQUE: FO DC-10 (Contract for 1 month). Passenger operations between France (Charles De Gaulle Airport) and Different destinations in Africa, SALTA C.A.: Cessna Ferry Pilot from the US to Venezuela, VIASA: FE DC-8, E0 DC-8/DC-10, Captain DC-10, Line Check Airman, Simulator and Ground Instructor. Passenger operations between Venezuela and destinations In Europe and across North, Central and South America. FORD MOTOR COMPANY: FO BE-80. Corporate operations. PROTINAL: FO C-310 & C-421. Corporate operations. Aviation School 1973-1974 Centro de Instrucción De Aeronautica Civil University 1986-1989 Universidad Nacional Abierta.

Date of Birth: Oct-04-53 Health: Excellent, Non-Smoker, Weight: 205 lb/93 kg Languages: English/Spanish Height: 6/180 cm Marital Status: Married, two sons Computers: Experience with Software & Hardware, including: MS Word, Access, Excel, Power Point, Adobe Professional, FrameMaker. 

### REFERENCES Professional references are available on request. Available Immediately.Exhibit WG-3 Page 11 of 13


# Mikell E. Leland

655 Post Lane Home/Fax: 803-985-5843 Rock Hill, South Carolina Cell: 803-524-1391 29730 lelandhaugeDgmail.com Professional Summary A maintenance and quality Leader with 42 years of diverse aviation experience including 23 in Part 121 Air Carriers, 5 in Part 145 MRO, 26 military (active/reserve and contractor). Proven results in Safety, Quality Assurance, Quality Control, Maintenance Training, and Policy and Process development, Areas of specific expertise include: .Quality Assurance and Control Programs .Manual Development
' , Training Program Development oCross Functional Team Leadership .Aircraft Maintenance Programs .FAA Airframe and Powerplant Certificate .FAA Liaison and Regulatory Compliance .Foreign AMO Application and Approvals .Safety Program Development and OSHA .Aircraft Integration and Conformity .Investigation / Analysis Report Preparation .FAA Private Pilot (SEL) Airman Certificate Education MBA - January 2006, University of Phoenix, Charlotte, NC campus B.A., M.A. Religion - May 1988 Southern California Bible College, San Diego, CA. BFA (112 hrs) - Sept. 1979 - May 1984 University of Texas at El Paso, El Paso, TX. BFA (61 hrs) - Sept. 1977 - May 1978 University of Albuquerque, Albuquerque, NM. Dale Carnegie Course, Pittsburgh, PA. Certificate - May 1999 Professional Experience AEROPARTNERS — Sarasota, FL Consultant Air carrier certification consultant. 03/13 to Present

COMMERCIAL JET, INC. — Miami, FL 04/06 to 10/06 and 11/08 to 03/13 MRO providing airframe overhaul, major repairs and major modification services including passenger to cargo conversions, Limited Ratings up to DC-10/MD-11. Director— Quality and Safety/Accountable Manager Responsible for all aspects related to aircraft maintenance for the Repair Station of 200 + employees. Directly responsible for the entire Quality and Safety Programs including: Audit Programs, Inspection, Safety, Training, Customer GMM compliance, Repair Station Manual, Operations Specifications, EASA/Foreign Repair Station Certifications, and US and Foreign Regulatory Compliance.Exhibit WG-3 Page 12 of 13

• Recruited twice to Lead the Quality program. O Revitalized the company Safety Program. O Revitalized the company FOD prevention program. O Revitalized the maintenance training program and spearheaded the introduction of CBT. O Developed and instituted on-line writeable forms eliminating obsolete/uncontrolled forms usage. • Spearheaded the reformatting of the Repair Station Manual, Training Program Manual, and creation of the Standard Practices Manual. RYAN INTERNATIONAL AIRLINES, INC. — Rockford, IL 10/06 to 11/08 Part 121 Air Carrier operating 8737, 8757, and 8767in Supplemental Operations. RIA provides operating platform for clients providing charter services. Provided ICAO Annex 6 operations with foreign carriers in the US. Provides maintenance management setvices for Part 91 DoJ contractors operating 8737 and MD80 aircraft. Director — Quality Assurance Responsible directly to the President/CEO for the Quality Systems of this Part 121 Air Carrier. Areas of responsibility included 119,65 (and 119.67d), Quality Assurance, Reliability, Engineering, Aircraft Records and Maintenance Programs. Program oversight activity included: Aircraft acceptance and conformity, lease returns, Operation Specifications parts A — E, Foreign Airworthiness approvals, ETOPS, RVSM, CASS, Supplier and Vendor approvals, and CASE.

• Recruited to revitalize the Maintenance Division Quality Systems, • Successfully integrated B767 as new fleet type in to operation. • Spearheaded AD processes rewrite and FAA acceptance of program. O Spearheaded RVSM program rewrite and FAA approval. O Spearheaded revitalization of the internal audit program. US AIRWAYS, INC. — SAN, PIT, IND, CLT 01/87 to 04/06 Part 121 Air Carrier operating BAe146, DC9/MD80, B727, 8737, 8757, 8767, A320 Series and A330 Series aircraft. Formerly USAir, Pacific Southwest Airlines, Piedmont Airlines, and America West Airlines. Provides schedule service to domestic and international locations. Inspection Supervisor - PIT/IND/CLT(12/94-06/95 and 05/00-04/06) Supervision of Aircraft Inspection personnel, technical and NDT oversight, material resources management, and assuring airworthiness and conformity. Plan, organize, and direct inspection activities for multiple on-going heavy maintenance check projects. Supervise and conduct component/parts receiving inspections for serviceability. Responsibilities include follow up of required training and qualifications for assigned personnel in the Base and Line Maintenance environments. Coordinated with Line Maintenance in assessing workload and manpower requirements:

• Selected to lead pre-audit preparations and follow-ups. O Selected to lead maintenance records reviews for compliance with company and regulatory policies and procedures. Generated 110 page report and presented to VP Maintenance. Resulted in procedural and personnel changes.

6 Interfaced with FAA, vendors, and union representatives. O Provided technical and procedural guidance regarding quality control and inspection matters. • Spearhead successful CLT Inspection RII training.

2Exhibit WG-3 Page 13 of 13

FAA Liaison Quality Assurance— PIT (06/95-05/00) Signature authority for Parts D & E of the Operations Specification. Directed the investigations and reporting on FAA Letters of Investigation, Self-Disclosures and internal Non-Conformances. Coordinated responses and subsequent follow-up. Administrative responsibility for the processing of Airworthiness Directives. Maintained positive communication between the FAA, and Maintenance Division, Conducted hiring, training, supervision, and evaluation of assigned Auditor staff.

• Successfully managed multiple on-going projects. O Directed the conduct of audits and internal evaluations. • Successfully integrated into FAA ATOS program O Spearheaded creation and implementation of investigation/findings/corrective action database. o Provided written analysis and recommendations following various audit/surveillance activities. • Coordinated interdepartmental/cross-functional tasks groups to resolve complex issues. Maintenance Control Foreman - PIT 06/90 - 12/94 Mechanic - SAN 01/87 - 06/90 Inspector Tero Tech, Inc. US Army Contractor, El Paso, TX 12/86 - 01/87 Mechanic - Aero Freight/Aero Exec, Inc. - , El Paso, TX 04/84 - 05/85 Flight Line Mechanic — Doss Aviation, Inc. US Army Contractor 09/83 - 12/86 Mechanic — Hawthorne Aviation, Inc US Army Contractor 05/80 - 09/83 Mechanical Engineering Draftsman - Fluid Systems, Inc. 11/79 - 05/80 Military Experience Pennsylvania Air National Guard SMSGT 03/98 - 05/02 Retired May 2002, U.S. Naval Reserve Senior Chief Petty Officer 06/81 - 05/97 United States Navy Petty Officer 1 st Class 11/71 - 09/79

ADDITIONAL INFORMATION Completed US Airways DC9/MD80, BAe146, Fokker F100, B737, B757, B767, A320 series, and A330 General Familiarization Training. Completed US Airways Ultrasonic Testing, Eddy Current Testing, Magnetic Particle Testing, and Liquid Penetrant Testing Level 1 Non-Destructive Test Training. Completed various military training courses: Aviation Machinist's Mate (Jet) A School, BasicHelicopter C School, Sikorsky RH-53D factory training, Nuclear Weapons Handling Training, A7 Airframe School, OV-10 Airframe and Powerplant Training. References available on request.

3

# EXHIBIT WG-4

ORGANIZATIONAL CHART

## WESTERN GLOBAL AIRLINES ORGANIZATION

President Chief Executive

Officer 3.4.2

Chief Financial Officer Chief Operating Officer Director of Safety/Security

3.4.4 3.4.3 3.4.7

Vice President of Operations Director of Maintenance Chief Inspector

3.4.9 3.4.5 3.4.11

I Ground Operations Manager I Director of Network Control ! Director of Training Director of Standards Chief Pilot

3.4.10 Center , (Contract) (3.4.3) 3.4.41 3.4.12 (Contract) (3.4.10)

# EXHIBIT WG-5

FINANCIAL STATEMENTExhibit WG-5 Page 1 of 1

14-May-13 Cash Basis


### ASSETS Current Assets Cash Total Current Assets Opening Balance (5/14/2013) 600,000 600,000



### TOTAL ASSETS 600,000


### LIABILITIES Current Liabilities Long-term Liabilities Mortgage Other long-term liabilities Total Long-term Liabilities SHAREHOLDERS EQUITY Capital Stock 600,000 

### Retained earnings Net Income Total Shareholders' Equity 600,000 TOTAL LIABILITIES & EQUITY 600,000

# EXHIBIT WG-6

AFFIDAVIT OF FAA CERTIFICATION

AND COMPLIANCEV Comini
( 6161 , ''. ui 'r wrida :.''), 2016 [ Exhibit WG-6 Page 1 of 1



### "7/AVIT OF FAA COMPLiANCE
STATE OF FLORIDA ss: COUNTY OF MANATEE I, James K. Neff, being first duly sworn, deposes and says: 1. I am 18 years of age or over.
2. I am the CEO of Western Global Airlines, LLC ("Western Global Airlines"), and am authorized to make this statement on the Company's behalf.
3. I hereby swear, under penalty of perjury, that the aircraft to be operated by Western Global Airlines are certificated by the Federal Aviation Administration, in that they bear currently effective Certificates of Airworthiness, and are in full compliance with all applicable regulations and safety/istandards.

,arnes K. Neff }Chief Executive Offiavc / Western Global Airlines, LLC

Sworn to/affirmed and subscribed before me this day of May, 201 . James K. who is personally known to me or who presented as satisfactory identificaion.

(Notary Seal) . 

### (Signature of Notary) (Name of Notary typed, stamped or printed)

LEGAL\16477635\1

# EXHIBIT WG-7

PROJECTED FINANCIAL STATEMENTSExhibit WG-7 Page 1 of 3



### WESTERN GLOBAL AIR NARRATIVE TO FORECAST FINANCIAL RESULTS The forecast financial results are stated on a cash basis, and are based on certain assumptions: (1) It is expected that the first aircraft will initially be operated approximately 100 hours per month, with growth to 125 hours per month and the addition of three more aircraft within the first year of operation. (2) As an ACMI operation, the carrier's clients will be responsible for fuel, loading and ground handling, generally on a prepay basis. These cost elements are shown both as expenses to Western Global, and as revenue, as they are to be reimbursed. (3) Assumptions underlying the maintenance and operating costs are based on the experience of the Lessor (Neff Air) and the management team's extensive experience in aircraft operation, management and maintenance. (4) Crew costs are based on a negotiated rate from AeroPartners, L.L.C., which will be providing the crews on a contract basis. As startup is expected late in the third quarter of 2013, the revenues and expenses for only one full month are shown on the projected P&L Statement for Q3 2013. Numbers are shown by quarter. The company estimates that for the 13-month period, of Q4 2013-Q3 2014 it will experience revenues of $38.75 million, expenses of $37.97 million, and a net profit of $780,000. The profit estimate is fairly solid; though the fuel and handling costs may differ from projection, they will in any event be reimbursed.Assumptions Western Global Airlines For 02 2013 through 03 2014

Cash Basis
OPERATING REVENUE Q2-2013* Q3-2013** 04-2013 01-2014 02-2014 03-2014 Year ended 03-2014 Aircraft C C Block hours f$r: ' ',$:, Charter Revenue 500,000 1.875,000 3,750,000 5,625,000 7,500,000 18,750,000 Fuel (Reinbursements) 482,375 1,808,906 3617,813 5,426,719 7.235,625 18,089,063 Ground Services (Reinbursements) 30,000 90,000 180,000 270,000 360.000 900,000 Net Sales $0 $1,012,375 $3,773.906 $7.547,813 $11,321,719 $15,095,625 $37,739,063 OPERATING EXPENSES Direct Expenses Crew Expenses(AeroPartners) 66,000 247,500 495,000 742,500 990,000 2,475,000 Dispatch Services(Global Ops Center) 20,000 20,000 20,000 20,000 23,000 83,000 Lease Payments 220,000 660,000 1,320,000 1,980,000 2,640,000 6,600,000 Insurance 6,667 20,001 40,002 60,003 80,004 200,010 Fuel 482,375 1,808,906 3,617,813 5,426,719 7,235,625 18,089,063 Maintenance 200,000 750.000 1,500,000 2,250,000 3.000,000 7,500,000 Ground Services 30,000 90,000 180,000 270.000 360,000 900,000 Total Direct Expenses $ 1,025,042 $ 3,596,407 $ 7.172,815 $ 10,749,222 $ 14,328,629 $ 35,847,073 General/Administrative Salaries, employee benefits and payroll taxes 120,000 150,000 150,000 180,000 180,000 660,000 Startup Costs 320,000 Occupancy Costs 6,500 19,500 19,500 19,500 19,500 78,000 Office supplies and Miscellaneous ■ .1 2,000 6,000 6,000 6,000 6,000 24,000 Total General/Administrative Expenses $ 320,000 $ 128,500 $ 175,500 $ 175,500 $ 205,500 $ 205.500 $ 762.000 Total Operating Expenses $ 320,000 $ 1,153,542 $ 3,771,907 $ 7,348,315 $ 10,954,722 $ 14,534 29 $ 36,609,073 Net Income (Loss) Before Taxes ($320 NO) ($141,167) $1,999 $199,498 $366,997 $561,496 $1,129,990 Taxes on income Net Income (Loss) After Taxes $320,000) ($141 167) $1,999 $199,498 $366,997 $561,496 $1,129,990 NET INCOME (LOSS) 61,999 $199,498 $366,997 $561,496 $1,129,990
Notes: * Start - up phase ** Operations are projected to start September 2013, only one month of activity is reported for the quarter Insurance, rent and utilities ACMI Rate/HR 5,000 Crew(2) SOhr/Mo 33,000 Lease rate/Mo 220,000 nsura nce/Mo/A/C 6,667
Fuel/Gal 4 Fuel Gal/Hr 1,135 Ground Services/Mo 30,000 MX/Flt Hr 2,000 Block hours/aircraft/Mo 125 Rent/Mo 6,500 *all months 04 2013 and Office supplies/Mo 2,000 beyondAssumptions Western Global Airlines Initial capital contribution from J&S 600,000 For 02 2013 through 03 2014

Cash Basis
ASSETS Current Assets Cash Total Current Assets
Fixed Assets Long-term investments Land Buildings (net of depreciation) Plant & equipment (net) Furniture & fixtures (net) Total Net Fixed Assets
TOTAL ASSETS
LIABILITIES Current Liabilities Long-term Liabilities Mortgage Other long-term liabilities Total Long-term Liabilities SHAREHOLDERS EQUITY Capital Stock Retained earnings (Accumulated Deficit) Net Income (Loss) Total Shareholders' Equity TOTAL LIABILITIES & EQUITY

Notes: 1 2,3

4 Opening Balance

600,000 600,000 Q2-2013*

280,000 280.000 Q3-2013**

138,833 138,833 04-2013

140,832 140,832 01-2014

340,330 340,330 Q2-2014

707,327 707,327 03-2014

1,268,823 1,268,823

600,000 280,000 138,833 140,832 340,330 707,327 1,268,823

600,000 600,000

(320,000) 600,000

(320,000) (141,167) 600,000

(461,167) 1,999 600,000

(459,168) 199,498 600,000

(259,670) 366,997 600,000

107,327 561,496 600,000 280,000 138.833 140.832 340,330 707,327 1.268,823 600,000 280.000 138.833 140,832 340,330 707,327 1,268.823

* Start-up phase ** Operations are projected to start September 2013, only one month of activity is reported for the quarter 1 ACMI revenue is expected to be paid currently and charter revenue is expected to be paid in advance 2 Company expects to pay its expenses as they are invoiced 3 Aircraft leases are expected to be short-term and paid monthly on a current basis 4 All fixed assets will be rented and thus no purchases of fixed assets are expected at this time 5 No mortgages or long-term debts are expected

# EXHIBIT WG-8 START-UP EXPENSESExhibit VVG-8 Page 1 of 1


### WESTERN GLOBAL AIRLINES START-UP COSTS AND SOURCES OF FUNDING Most of Western Global Airlines' "start-up costs" will have already been borne by Mr. Neff by the time this application is filed. Aircraft lease, insurance, salaries and facilities rental will not be paid by the airline until the time revenue service is launched. The only additional start-up costs that can be foreseen at this time are the costs of obtaining FAA and DOT operating authority (including aircraft proving runs); these will be attributed to the airline.
These costs are as follows:
MAINTENANCE BRIDGING & CONFORMITY $ 

### 95,000.00 FAA/DOT CERTIFICATION, LEGAL 

### $125,000.00
CREW TRAINING $ 

### 50,000.00 PROVING RUNS (TOTAL COST) $ 

## 50,000.00 TOTAL $320,000.00 The very modest cost of the FAA certification is due to the fact that much of the work is being performed by operations and maintenance experts already on staff at companies that will be providing services to the proposed operation, who contribute their time as needed on matters such as drafting the manuals. Apart from funding already provided or to be provided by Mr. Neff, funding will come from cash assets on deposit in the company's bank, and, to the extent necessary, from the assets of the two trusts that own Western Global. Verification of the assets of the Company and these trusts, and a pledge of trust assets from the trustees of these trusts, are contained at Exhibit WG-10.

# EXHIBIT WG-9

NARRATIVE FOR MEETING FINANCIAL FITNESS TESTExhibit WG-9 Page 1 of 1



### WESTERN GLOBAL AIRLINES 

### FINANCIAL FITNESS ANALYSIS As described in the previous exhibit, the company's pre-operating "startup" costs are expected to be a very modest $320,000. Its projected unreimbursed 

### operating costs for the first full year of the Western Global operation (starting Q4 2013) will be $17,518,010; thus a three-month average would be $4,379,502. These expenses are easily covered by the company's available cash and short- term securities.
The financial fitness test calculation is thus as follows: Start Up Costs (to be paid by WGA) 3-Month Operating Cost Average $ 320,000 $4,379,502 Total $4,699,502 Available Cash 1 $7,380,893 Surplus 

### $2,681,391

Funding is drawn from assets of Western Global and the two trusts that own the company. See Exhibit WG-8.

# EXHIBIT WG-10

THIRD-PARTY VERIFICATION OF FUNDS

### Exhibit WG-10 Page 1 of 5

May 13, 2013

James K. Neff Chief Executive Officer Western Global Air, L.L.C. 5566 Broadcast Ct. Sarasota, FL 34240

Re: Confirmation of Account Balances Dear Mr. Neff: Pursuant to your request, this letter will Conf

. = that thc balances on deposit in this bank for the follow entities are as follows, as of the date this letter: O Western Global Air, L.L.C. $600,000.00 O James K. Neff 2012 Irrevocable Trust $3,419,427.14 O Carmit P. Neff 2012 Irrevocable Trust $3,361,466.26

GAIney ice Preident P Man Private. Bank

, yon N(:wark, 1 , %/ , 3 HI Si/ Hi)

'.

- I it nrl 'WI uu:y !idPage 3 ot 6

JAMFS NEFF 2012 IRREVOCABLE TRUST For the Period 3130/13 to 4;30113 CARMIT NEFF AS TRUSTEE

Businc_73 Mco 

### unt Summz:
- : Hstances Amount

5698.78 iS2.730.87 Beginning Balance Deposlis & Credi:s 3,718.730.36 596.73 Adruai Percertade Yie;id Earned Ms Period' :nterest Paid This Period 'Ending Balance 1 $3,71q.427,14 interest Paid `Yea'r-to-Dai;e

Transaction Detafl
&a,e Description Deposits & Ored:ts Transfers & W:thdrawais Ba:ance 03/30 Beginning Balance 53.718,730.36 34:23 interest : ayment 3.713.427.14 04130 Endina Balance 13,719,427.14 Totai 1696.73 1.:30.00)

P. , ,ge 1 of 6r.)7, 0

0 0.1 (.1
CO

4,) "(3

0 Exhibit WG-10 Page 3 of 5Exhibit WG-10 Page 4 of 5



### The James K. Neff 2012 Irrevocable Trust

7892 Fisher Island Drive Miami Beach, FL 33109

May 10, 2013 Department of Transportation Air Carrier Fitness Division Washington, DC 20590 Dear Sir or Madam: As trustee of the James K. Neff 2012 Irrevocable Trust (the "JKN Trust"), owner of a 50 percent share of Western Global Airlines, L.L.C., I verify that the JKN Trust will make available to Western Global, from the Trust's assets, any funds required to cover any deficit in the carrier's operations, including startup expenses as well as direct and indirect costs, during the first year of operation. Please contact me should you require any further information. Sincerely,

\ (,‘ I 

### - Carmit P. Neff Trustee The James K. Neff 2012 Irrevocable Trust)cerely,

Danielle J. N Co-Trustee The Carmit P. Neff 2012 Irrevocable Trust 

### / 7 

### / James K. Neff '‘/ Co-Trustee The Carmit P. Neff 2012 Irrevocable Trust Exhibit WG-10 Page 5 of 5

The Carmit P. Neff 2012 Irrevocable Trust

7892 Fisher Island Drive Miami Beach, FL 33109

May 10, 2013

Department of Transportation Air Carrier Fitness Division Washington, DC 20590 Dear Sir or Madam: As trustees of the Carmit P. Neff 2012 

### Irrevocable Trust (the "CPN Trust"), owner of a 50 percent share of Western Global Airlines, L,L.C., we verify that the CPN Trust will rnake available to Western Global, from the Trust's assets, any funds required to cover any deficit in the carrier's operations, including startup expenses as well as direct and indirect costs, during the first year of operation, Please contact us should you require any further information.

# EXHIBIT WG-1 1

WARSAW WAIVER AGREEMENTExhibit WG-11 Page 1 of 1

Docket OST 96-236 U.S. Department of Transportation Office of the Secretary of Transportation AGREEMENT

— The und
- E;igned C;a'rri
- ers (hereinafter referred to as "the Carriers') herebY a

- 6
- re'; a

. ;la
- owst 1. Each of the Carriers shall, effective May 16, 1966, Include the following in its conditions of carriage, including tariffs embodying conditions of carriage filed by it with any government:

"The Carrier shall avail itself of the limitation Of liability provided in the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, In acmrdance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees thal, as to ail International transportation by the Carrier as defined in the sold Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place (1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 Inclusive of legal fees and costs, except that, In case of a claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. (2) The Carrier shall not, with respect to any claim arising out of tha death, wounding, or other bodily injury of a passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted In death, wounding, of other bodily injury of a passenger." 2. Each Carrier shell, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the Convention, or the Convention as amended by the Hague Protocol, and by the special contract described In paragraph 1, the following notice, which shall be printed In type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece of paper either placed in the ticket envelope with me ticket or attached to the ticket; or (iii) on the ticket envelope: 'ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place in the United states of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the liability of (certain ((name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed OS $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier tor death or Personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be examined on request. Additional protection c'an usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further information please consult your airline or insurance company representative."3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E23680, adopted May 13, 1966, The Agreement (Agreement 18900) became effective May 16, 1966, On January 1, 1965, this Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.]

4, This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may become a pady to this Agreement by signing a counterpart hereof and depo4lin9 it with DOT.

5. Any Carrier party hereto may withdraw from this Agreement by givin i 'welv (12) rJjpmtllswJU n no (ce f withdrawal to DOT and the other Carriers parties to the Agreement. (Signature and Date) 'Either alternative may he used. (printed WME! (Came and Arldrels e(Carner) 1 6 '4_ 051 Form 4523 (Formerly CAB Farm 2831

# EXHIBIT WG-12

PRESIDENT'S CERTIFICATIONExhibit WG-12 Page 1 of 1



### CERTIFICATr. The contents of this application and the attached exhibits are true and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I, James K. Neff, in my individual capacity and as the authorized representative and CEO of Western Global Airlines, LLC, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or imprisoned not more than five years, or both. 

### 1. • /James K. Neff is Chief Executive Offi / Western Global Airline LLC

Date:

1FGAL\16477638\1