BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) Docket OST-2011- _____

VPAA Co. )

 ) 

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

_______________________________________________ ) 

EXPEDITED ACTION REQUESTED BY APRIL 25, 2011 

JOINT APPLICATION OF 

GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. 

FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY

Communications with respect to this document should be served upon: 

For VPAA Co.

David M. Hernandez 

Shareholder 

VEDDER PRICE P.C. 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

dhernandez@vedderprice.com 

For Gulfstream International Group, Inc.

David F. Hackett 

President and Chief Executive Officer 

GULFSTREAM INTERNATIONAL 

GROUP, INC. 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 

 

March 22, 2011 

NOTICE: THE JOINT APPLICANTS REQUEST THAT THE ANSWER 

PERIOD BE SHORTENED, WITH ANSWERS SERVED BY MARCH 31, 2011, 

AND COPIES SERVED ON THE JOINTS APPLICANTS. JOINT APPLICANTS 

WILL POLL THE INTERESTED PARTIES AND REPORT THE RESULTS TO 

THE DEPARTMENT. 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

_______________________________________________ 

 ) 

Joint Application of ) 

 ) 

GULFSTREAM INTERNATIONAL GROUP, INC., ) 

and ) 

VPAA Co. ) Docket OST-2011-_____

 )

For transfer of commuter air carrier authority under ) 

49 U.S.C. § 41738 ) 

 ) 

________________________________________________) 

EXPEDITED ACTION REQUESTED BY APRIL 25, 2011 

JOINT APPLICATION OF 

GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. 

FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY

 Gulfstream International Group (“GIA or the “Company”), and VPAA Co. (“VPAA” 

or “New GIA”) (collectively, the “Parties”) submit this joint application for the transfer to 

VPAA of the commuter air carrier authority issued to Gulfstream International Airlines, Inc. 

by Order 90-9-24 on September 18, 1990 pursuant to 49 U.S.C. § 41738. 

 As detailed in this application, New GIA proposes to operate as a commuter air 

carrier identical to GIA’s current operations. In support of this Application, the Parties 

respectfully state as follows: 

1. On November 4, 2010, GIA filed voluntary petitions for relief under chapter 

11 of title 11 of the United States Bankruptcy Code (“Bankruptcy Filing”) in the United 

States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division 

(“Bankruptcy Court”) after it became too difficult for the Company to meet its debt 

repayment needs following years of borrowing due to consistently high fuel costs and the 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 2 

economic impact of declining traffic. The Company needed additional financing and 

investment to continue to meet debt requirements and fund current operations, and while it 

received strong interest from a number of investors, all potential investors required that the 

Company restructure its balance sheet through the Bankruptcy Filing prior to making any 

such investment. 

2. On or about November 3, 2010, in connection with the Bankruptcy Filing, 

GIA arranged up to $5,000,000 in debtor-in-possession (“DIP”) financing from Victory Park 

Capital Advisors, LLC, on behalf of one or more entities for which it acts as investment 

manager (“Victory Park Capital”), an alternative asset management firm with headquarters in 

Chicago, Illinois, subject to Bankruptcy Court approval. 

3. Since the Bankruptcy Filing, GIA has continued to operate its business in the 

ordinary course of business, including all normal flight operations, as DIP under the 

jurisdiction of the Bankruptcy Court. GIA currently operates twenty-three (23) Beechcraft 

1900D and serves several destinations from its two operating bases in Cleveland, Ohio and 

Fort Lauderdale, Florida in accordance with its commuter air carrier authority. 

4. After evaluating options recommended by GIA, on December 16, 2010, the 

Bankruptcy Court approved certain bidding procedures in connection with the sale of 

substantially all of GIA’s business assets, including, without limitation, GIA’s DOT 

economic certificates (subject to DOT approval), tangible personal property, inventory, 

goodwill and other intangible assets, contracts and leases, accounts, notes or other 

receivables, tort claims, cash and cash equivalents, property, plant and equipment, property 

leases, software, books and records, and training and maintenance manuals (collectively, the 

“GIA Assets”). In addition, the bidding procedures set forth the sale of various aircraft 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 3 

owned by Raytheon Aircraft Credit Corporation, which are currently being leased by GIA 

and subject to a purchase option (the “Raytheon Aircraft” and together with the GIA Assets, 

the “Purchased Assets”). 

5. An auction was held on January 5, 2011, at which GIA and the creditor’s 

committee selected New GIA, a special purpose company set up by Victory Park Capital to 

acquire GIA, as the successful bidder. 

6. On January 21, 2011, the Bankruptcy Court entered its Order (A) Approving 

the Sale of Substantially All of the Assets of the Debtors Free and Clear of All Liens, Claims, 

Encumbrances and Interests; (B) Approving the Assumption and Assignment of Executory 

Contracts and Unexpired Leases; and (C) Granting Related Relief, authorizing the sale of the 

Purchased Assets to New GIA (or its nominee) (subject to DOT approval) (the “Sale”). A 

copy of the Bankruptcy Court’s order approving the sale is attached hereto as Exhibit A. 

NEW GIA

7. New GIA will be the successor to GIA. New GIA is owned by Victory Park 

Credit Opportunities, L.P., a Delaware limited partnership (“Fund I”) with a 25 percent 

ownership interest, and VPC Fund II, L.P., a Delaware limited partnership with a 75 percent 

ownership interest (“Fund II” and collectively with Fund I, the “Funds”). All investors of the 

Funds are United States citizens.1 The Funds are investment vehicles that seek to assemble a 

portfolio of credit and equity investments in small-cap public and lower middle market 

 

1

 Fund I investors wish to remain anonymous and the Parties submitted the Fund II investors’ 

identities confidentially pursuant to Department Rule 12. See Motion of Gulfstream 

International Group, Inc. and VPAA Co. to Withhold Information from Public Disclosure, 

Docket No. OST-2011- _____, March 22, 2011. 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 4 

private companies principally in the U.S. and Canada. The general partner of Fund I is 

Victory Park GP, LLC, a Delaware limited liability company (“Fund I GP”). The general 

partner of Fund II is Victory Park GP II, LLC, a Delaware limited liability company (“Fund 

II GP” and collectively with Fund I GP, the “General Partner”). The General Partner is 

controlled and owned by Jacob Capital, LLC, Brendan Carroll and Matthew Ray (the “VPC 

Partners”), who are all U.S. citizens. Jacob Capital, LLC is an Illinois limited liability 

company and its sole member and manager is Richard Levy, a U.S. citizen. The General 

Partner makes and controls all investment decisions on behalf of the Funds. 

8. Following the completion of due diligence and negotiation, VPAA Co. was 

authorized by the Bankruptcy Court to execute an Asset Purchase Agreement (“APA”) with 

GIA. A draft of the APA is attached hereto as Exhibit B. Under the terms of the APA, 

VPAA, as buyer, will acquire such assets as offered by GIA, as seller, to permit the transfer 

of GIA’s commuter air carrier certificate, and to facilitate the issuance of an FAA air carrier 

certificate and associated Operations Specifications (“OpSpecs”). 

9. Immediately upon the closing of the Sale, the Purchased Assets will be 

transferred to New GIA. To avoid the burden associated with additional applications, and 

maintain operational continuity during this transitional period, the Parties request that the 

following GIA certificate be transferred to New GIA: Order 90-9-24 issued on September 18, 

1990, authorizing GIA to provide services as a commuter air carrier. A copy of this Final 

Order is attached hereto as Exhibit C. 

10. The closing of the Sale is explicitly subject to DOT approval of the transfer of 

certificates to New GIA, as well as FAA’s issuance of an air carrier certificate and associated 

OpSpecs to New GIA. It is critical the parties be allowed to complete the closing not later 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 5 

than April 30, 2011, because the acquisition of the Raytheon Aircraft is subject to receipt of 

DOT and FAA approval by April 30, 2011. 

11. Since the Bankruptcy Court’s approval of the Sale, the Company’s key 

technical and management personnel have been working closely with GIA’s supervising 

South Florida Flight Standards District Office (“FSDO”) in Miramar, Florida, with respect to 

the existing air carrier certificate and to facilitate the timely issuance of a new air carrier 

certificate and OpSpecs. As detailed below, given the nature and scope of the proposed 

operations, including New GIA’s continued employment of all GIA personnel in their 

identical capacities, the Parties reasonably expect that FAA will timely issue a new air carrier 

certificate OpSpecs to New GIA. An application for such issuance was made to the FAA on 

March 18, 2011. 

Victory Park Capital Advisors, LLC

12. Victory Park Capital is an alternative asset management firm that delivers 

custom financing solutions to small-cap and lower middle market companies. 

13. Victory Park Capital helps smaller companies take advantage of their assets 

and cash flow to secure financings that may otherwise not be available from conventional 

sources. Its areas of expertise include acquisition finance, bankruptcy (DIP, exit, §363, etc.), 

bridge financing, expansion programs, lender transition (borrower and lender originated), 

new product development, recapitalizations and restructurings, turnarounds and workouts 

(financial and operational). 

14. Victory Park Capital acts as the investment manager for each of the Funds 

pursuant to certain investment management agreements executed therewith. Similar to the 

General Partner, Victory Park Capital is controlled and owned by the VPC Partners, who are 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 6 

all U.S. citizens. Victory Park Capital was founded in 2007 by the VPC Partners to provide 

private debt and equity financing solutions to small cap public and lower middle market 

private companies primarily in the U.S. Over the past five years, the VPC Partners have 

completed over 80 transactions in excess of $2 billion in structured and leveraged 

transactions through several market cycles. The Victory Park Capital team is comprised of 

16 professionals operating out of its headquarters in Chicago and additional offices in San 

Francisco and Boston. Further, the Victory Park Capital team has over 60 years of combined 

experience across a broad range of financial, operating, and legal disciplines including as 

principal investors (debt, equity, restructuring, private, and public), agents, advisors, business 

operators, and restructuring counsel. 

The Standard of Review

15. A joint application for certificate transfer may be approved where the transfer 

is consistent with the public interest. 49 U.S.C. § 41105(a). Upon approval, the Department 

must certify to the Congress that it has considered the following factors in determining 

whether the transfer is in the public interest: (1) the viability of the carriers involved; (2) 

competition in the domestic airline industry; and (3) the trade position of the United States in 

the international air transportation market. 49 U.S.C. § 41105(b). The Department 

reconciles this inquiry with the “Airline Deregulation Act’s liberal entry policy ...” Aloha 

Airlines, Inc. and Aeko Kula, Inc., Order 2008-5-17, at 3. 

16. Under longstanding Department policy, there is a presumption in favor of 

approval. See United Airlines, Inc. and Pan American World Airways, Inc., Order 92-5-30, at 

5 (“Our policy has been to approve such transfers unless they conflict with important 

international aviation policy objectives or are otherwise inconsistent with the public 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 7 

interest”); American Airlines, Inc. and Eastern Airlines, Inc., Order 91-8-1, at 4 (same). As 

the Department has also stated, “The primary decisional standard criteria for” whether 

transfer is in the public interest “are whether the entity to which the certificate authority is 

transferred is a citizen of the United States and whether the entity is fit, willing, and able to 

hold the transferred authority.” Kitty Hawk International, Inc. and Kalitta Air LLC, Order 

2000-10-29, at 2. Additionally, as part of its evaluation of the public interest, the Department 

may properly consider “the impact of any proposed sale of route authority on airline 

workers.” UPS/Challenger Route Transfer, Order 2000-6-7, at 3. Finally, where certificate 

transfer will enhance competition, the presumption in favor of approval is particularly strong. 

“Congress’ decision to deregulate the airline industry means that we should not delay market 

transactions ... and that we should not lightly impose restrictions or other conditions on such 

transfers.” Federal Express-Flying Tigers, Order 89-3-21, at 14.

New GIA Will Maintain the Current Operations

17. New GIA will continue to operate as GIA had operated prior to the 

Bankruptcy Filing. The operations will entail a continuity of operations, including: (1) the 

same aircraft type (Beechcraft B1900D) previously operated by GIA; (2) oversight by the 

same FAA FSDO that supervised GIA’s operations; (3) the continued use of the “Gulfstream 

International Airlines” name in commuter air carrier operations; (4) the same training and 

maintenance manuals used by GIA; (5) New GIA’s full-time employment of the same five 

key FAA management and technical personnel (as set forth in 14 C.F.R. § 119.65(a)) 

employed by GIA in identical capacities; and (6) New GIA’s fulltime employment of all key 

GIA personnel. 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 8 

18. Additionally, New GIA will acquire substantially all of GIA’s assets, 

including the Purchased Assets. 

Transfer Of The Certificates Is In The Public Interest

19. Approval of the transfer of GIA’s certificate to New GIA will expand 

competition in the airline industry, provide passengers with additional choices and provide 

many otherwise un-served communities with passenger air service. The transfer will also 

ensure continued employment of 502 dedicated and experienced GIA aviation professionals 

currently employed at the Company. 

20. Additionally, the transfer will strengthen the trade position of the United 

States by providing another carrier to operate domestic and foreign routes, such as the 

Caribbean tourism aviation market. The emerging carrier will continue to operate in 

Essential Air Service (“EAS”) markets. 

New GIA Is Fit, Willing, And Able To Provide Air Transportation

21. In accordance with 14 C.F.R. § 204.3 and the Department’s economic 

regulations, VPAA submits the following information to establish New GIA’s fitness to 

engage commuter air carrier operations: 

22. The applicant’s full name is VPAA Co. d/b/a Gulfstream International 

Airlines. Following the closing of the Sale, New GIA’s addresses will be 3201 Griffin 

Road, 4th Floor, Fort Lauderdale, FL 33312, and its telephone number will be (954) 985-

1500. 14 C.F.R. § 204.3(a). 

23. VPAA Co. is a Delaware corporation. 14 C.F.R. § 204.3 (b) and (c). Its 

certificate of good standing is attached hereto as Exhibit D. 14 C.F.R. § 204.3(d). 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 9 

24. An affidavit setting forth New GIA’s United States citizenship is attached 

hereto as Exhibit E. 14 C.F.R. § 204.3(e). New GIA’s mission-critical individuals, including 

key personnel under 14 C.F.R. § 204.3(f)(1), are listed below. Resumes of officers and 

directors, summarizing their experience and expertise, are attached hereto as Exhibit F. 14 

C.F.R. § 204.3(f)(2). 

25. The address for all officers and directors is 3201 Griffin Road, 4th Floor, 

Fort Lauderdale, FL 33312. 

26. New GIA’s key personnel are highly seasoned aviation professionals with 

extensive relevant experience, and all key technical personnel meet the qualifications for 

their respective positions as set forth in sections 119.65 and 119.67 of the Federal Aviation 

Regulations. In sum, New GIA’s key personnel are abundantly qualified and have positive 

compliance dispositions. 

New GIA’s Management

David S. Hackett, President and Chief Executive Officer

Mr. Hackett’s extensive aviation career spans more than 20 years. He started in the industry 

with Continental in 1985, where he eventually served as Director, Financial Planning and 

Analysis. From January 2002 to June 2003, he served as a Financial and Strategic 

Consultant of Newgate Associates, LLC. Mr. Hackett has been Chief Executive Officer and 

President of Gulfstream International Group Inc. since March 14, 2006 and has been its 

Interim Chief Financial Officer since November 15, 2010. Mr. Hackett has also been 

President of Gulfstream International Airlines, Inc., a subsidiary of Gulfstream International 

Group Inc., since June 2003. Additionally, Mr. Hackett serves as Director of the Regional 

Airline Association. 

Philip S. Le Fevre, Director of Operations

Mr. Le Fevre has nearly 19 years experience in the aviation industry beginning with a brief 

stint with Gulfstream International Airlines in May of 1992 as a First Officer for the summer. 

From August 1992 to August 1993, he worked as a pilot for Flight International operating 

Department of Defense contracts with a Secret security clearance. He started working for 

Gulfstream International Airlines in January of 1996 as a Simulator Instructor in the Training 

Department. He accumulated over 8,000 hours of flight time and operated both the BE-1900 

and EMB-120. Mr. Philip S. Le Fevre is now Vice President and Director of Flight 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 10 

Operations, and he has held that position since March of 2009. Prior to becoming Vice 

President of Flight Operations, he was Vice President of Training and Flight Standards from 

January 2006 until March 2008. Other positions in the Training department he held 

beginning in January 1998 include Ground Instructor, Flight Instructor, Line Check Airman, 

Proficiency Check Airman and Aircrew Program Designee. He remained active in the 

Training Department until he accepted the position of Vice President of Flight Operations. 

Timothy S. Murphy, Director of Maintenance

Mr. Murphy has approximately 12 years of aviation experience. He was educated at the 

Aviation Institute of BCC (Broward Community College) where he received his Airframe & 

Powerplant license. He worked for Gulfstream International Airlines from March 1999 until 

August 2009, holding such positions as Mechanic, Lead Mechanic, Supervisor, and PBI Line 

Maintenance Manager (Autec Project). He also worked as an Airworthiness Release 

Authority, RII Inspection Authority and Parts Receiving Authority. He worked for General 

Dynamics Aviation Services from August 2009 until March 2010 as a Senior Technician 

working on Gulfstream IV, V, 450, 550 as well as the G200, G100, Astra and G150. He 

returned to Gulfstream International Airlines in March 2010 to fill the position of Production 

Manager and took over as Director of Maintenance in December 2010.

Christopher J. Eason, Chief Pilot

Christopher Eason has been in the aviation industry for more than 15 years. He held 

management positions including System Chief Pilot, Director of Line Flying and Pilot in 

Command at Gulfstream International Airlines for more than 10 years. Chris had 

responsibility for customer service and lead dispatcher for Pan Am Express and other lead 

roles at People’s Express. He possesses a Bachelor’s Degree in aviation management from 

the Florida Institute of Technology. His certifications and rating include Commercial 

Privileges Single Airplane Engines Land; FCC Restricted Radiotelephone Operator Permit 

and FAA First Class Medical Certificate (issued with no limitations). Mr. Eason’s 

specialized skills include strong union negotiations, leadership and communication. 

Leon Knight, Director of Quality Control/Chief Inspector

Mr. Knight has approximately 22 years of aviation experience. He was educated at Embry 

Riddle Aeronautical University (Daytona Beach Campus) and worked for two years at 

Continental Airlines based at La Guardia Airport. Thereafter, he worked on FAR Part 135 

aerobatic aircrafts. Mr. Knight has been employed for the last 16 years with Gulfstream 

International Airlines, holding such positions as A & P mechanic, Mechanic Supervisor, 

Inspector, Maintenance Controller, Maintenance Planner, Production Manager, for six years, 

Director of Maintenance, and for two years, Director of Quality control.

Craig P. Attell, Director of Safety

Craig P. Attell from Rockville Centre, New York has been both Vice President Director of 

Safety and FAR 119.65 Director of Safety. He was Administrator of an Aviation Safety 

Action Program for Dispatch, Maintenance, and Pilot employee groups using WBAT. He 

also implemented a Safety Management System and administers an Internal Evaluation 

Program, Emergency Response, Monitor CASS program. He is the main point of contact for 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 11 

the code share partner as well as the Department of Defense quality assurance program and 

Director of Safety. He is a current and qualified Pilot in Command in the BE1900D as well 

as EMB-120 and LR JET. He also holds experience as a Ground/Simulator Instructor, 

Line/Proficiency Check airman, and FAA Aircrew Program Designee.

F. Darrell Richardson, Chief Restructuring Officer

Mr. Richardson has over 40 years of experience in the transportation and aviation industry 

where he has served in several senior executive positions. Mr. Richardson started his career 

in 1968 with Piedmont Airlines. He was later recruited by Continental Airlines. There he 

served on the consolidation team that created Continental Express. In the early 1990’s 

Phoenix Airlines Services engaged Mr. Richardson as Vice President initially and later, 

Senior Vice President of Operations. In late 1995 Mesaba Airlines selected Mr. Richardson 

to serve as Chief Operating Officer. He also served as Executive Vice President of Piedmont 

Hawthorne Aviation starting in 1999. This position lead to his service as President and CEO 

of Pace Airlines until early 2005. Mr. Richardson worked as a consultant to the aviation 

industry for about five years until InterIsland Aviation Services Group appointed him Chief 

Executive Officer in 2010. Mr. Richardson’s education includes a MBA in International 

Business & Finance from the University of Miami at Coral Gables, Florida. He is a past 

member of the President’s Council of the Regional Airline Association and past board 

member of the National Air Carrier Association. 

Chief Financial Officer, Vacant

 A chart illustrating the positions and offices within New GIA, depicting which 

positions and functions report to whom, is attached hereto on Exhibit G. 

New GIA’s Board of Directors

Matthew Ray, Chairman

Mr. Ray is a Partner and Co-founder of Victory Park. Previously, he was a member of the 

Solutions Group at Magnetar Capital where he focused on direct financings to small cap and 

lower middle market companies. Prior to joining Magnetar Capital, Mr. Ray was on the 

Structured Investments team at Banc of America Securities where he focused on leveraged 

fund-linked transactions. Prior to Banc of America, he held various corporate and 

investment banking positions at SG Cowen where he specialized in leveraged corporate 

transactions. Mr. Ray received a B.S. in Finance from the Kelley School of Business at 

Indiana University. Mr. Ray currently serves as the Chairman of the Board of Directors of 

Global Employment Solutions, Victory Park Resources, and Ascent Aviation Services where 

he previously served as the interim Chief Executive Officer. Mr. Ray is also a member of the 

Board of Directors of Quality Oil Company. Additionally, Mr. Ray represents Victory Park 

Capital on the Board of Directors of the Commercial Finance Association. He is a member 

of the Turnaround Management Association and American Bankruptcy Institute. 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 12 

Richard Levy, Director

Mr. Levy is the Managing Partner and Founder of Victory Park. Previously, he was a 

Portfolio Manager and Co-Head of the Solutions Group and Head of the Small Cap 

Structured Products Group at Magnetar Capital. Mr. Levy was also a member of the 

Magnetar Investment Committee. Prior to joining Magnetar, he was the Co-Founder and 

Managing Partner at Crestview Capital Partners. While at Crestview, Mr. Levy also cofounded the Crestview Collateralized Debt Fund LLC, now known as White Cap Advisors, a 

$500 million specialty lending fund. He received a B.A. in Political Science from The Ohio 

State University, a J.D. from the Chicago Kent Law School and an M.B.A. from the Stuart 

School of Business at the Illinois Institute of Technology. Mr. Levy is a member of the 

Illinois Bar. Mr. Levy currently serves as the Chairman of the Board of Directors of Unigene 

Laboratories, Inc. and is a member of the Board of Directors of New Trier Merchant 

Partners, College Bound Opportunities (a non-profit charity), Victory Park Resources, Global 

Employment Solutions and Ascent Aviation Services. 

Charles Asfour, Director

Mr. Asfour is an Investment Professional at Victory Park. Previously, he founded Blackbird 

Management Group, an operationally oriented private investment firm. Prior to founding 

Blackbird, Mr. Asfour worked at Code Hennessy & Simmons, a middle market private equity 

firm. Mr. Asfour also worked in the Global Mergers & Acquisitions Investment Banking 

Group at J.P. Morgan. He received a B.S. in Finance and Accounting from the Kelley 

School of Business at Indiana University. 

27. The Funds hold 100 percent of New GIA’s issued and outstanding common 

stock. The Funds are citizens of the United States. The General Partner, who controls the 

Funds, is also a citizen of the United States. Furthermore, the VPC Partners, who own and 

control the General Partner, are citizens of the United States. 14 C.F.R. § 204.3(f)(3). 

28. All of New GIA’s key personnel are citizens of the United States within the 

meaning of 49 U.S.C. § 40102(a)(15)(c). 14 C.F.R. § 204.3(f)(4). 

29. Resumes and biographies for key personnel are attached hereto as Exhibit H. 

14 C.F.R. § 204.3(f)(5). 

30. The table below outlines a list of all persons having a substantial interest in 

the applicant. Such list includes: (1) each person’s name, address and citizenship; and (2) the 

number of shares of the applicant's voting stock held by each such person and the 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 13 

corresponding percentage of the total number of such shares issued and outstanding. 14 

C.F.R. § 204.3(g)(1) and (g)(2). 

Name Address Citizenship Ownership 

Victory Park Credit 

Opportunities, L.P. 

227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. 25% 

VPC Fund II, L.P. 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. 75% 

Victory Park GP, LLC 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Victory Park GP II, LLC 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Victory Park Capital 

Advisors, LLC 

227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Jacob Capital, LLC 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Richard Levy 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Matthew Ray 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

Brendan Carroll 227 W. Monroe Street, Suite 

3900, Chicago, IL 60606 U.S. None 

31. No person or subsidiary of a person holding a substantial interest in New GIA 

has ever been: (i) an air carrier, foreign air carrier, or common carrier; (ii) substantially 

engaged in the business of aeronautics; (iii) an officer or director of any such entity; or (iv) a 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 14 

holder of more than 10 percent or more of total outstanding voting stock of any such entity. 

14 C.F.R. § 204.3(g)(4) 

32. New GIA does not have any subsidiaries. 14 C.F.R. § 204.3(h). 

33. New GIA does not have any shares of stock in, or control of, any air carrier, 

foreign air carrier, common carrier, or person substantially engaged in the business of 

aeronautics. 14 C.F.R. § 204.3(i) and (j). 

34. New GIA is a newly formed entity and has not been engaged in business 

during the three (3) years immediately preceding this application. 14 C.F.R. § 204.2(k). 

35. No actions or outstanding judgments exist for more than $5,000 against either 

New GIA or any relevant corporation, key personnel employed by any relevant corporation, 

or person having a substantial interest in any relevant corporation. 14 C.F.R. § 204.3(l). 

36. No actions or outstanding judgments exist for less than $5,000 against New 

GIA or any relevant corporation, key personnel employed by any relevant corporation, or 

person having a substantial interest in any relevant corporation. 14 C.F.R. § 204.3(m). 

37. New GIA’s aircraft fleet will be comprised of twenty-three (23) Beechcraft 

1900D. Upon receipt of DOT and FAA approvals, New GIA will purchase the Raytheon 

Aircraft. The funds for the acquisition will be provided by the Funds. A description of New 

GIA’s fleet of aircraft, including the number of each type of aircraft owned, leased and to be 

purchased or leased is attached hereto as Exhibit I. 14 204.3(n)(1), (n)(2), and (n)(3). 

38. A sworn affidavit stating that the leased aircraft have been certified by the 

FAA and currently comply with FAA safety standards is attached hereto as Exhibit J. 14 

C.F.R. § 204.3(n)(3). 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 15 

39. New GIA is not aware of any pending investigations, enforcement actions, or 

formal complaints filed by DOT or FAA regarding compliance with the Federal Aviation Act 

or orders, rules, regulations, or requirements issued pursuant to the Federal Aviation Act, 

against New GIA or any relevant corporations, personnel employed (or to be employed) by 

any relevant corporation, or person having a substantial interest in any relevant corporation. 

14 C.F.R. § 204.3(o). 

40. During the last 10 years, no charges of unfair or deceptive or anticompetitive 

business practices, nor of fraud, felony, nor antitrust violation, have been brought against 

New GIA, nor any relevant corporation, nor person having a substantial interest in any 

relevant corporation, nor person having a substantial interest in any relevant corporation, nor 

key personnel employed (nor to be employed) by any relevant corporation. 14 C.F.R. § 

204.3(p). 

41. Neither New GIA, its personnel, nor any relevant corporation has experienced 

any aircraft accidents or incidents (as defined under 49 C.F.R. § 830.2) at any time prior to 

this application. 14 C.F.R. § 204.3(q). 

42. As previously stated, VPAA is a newly formed entity. 14 C.F.R. § 204.3(r). 

43. New GIA does not currently possess Federal or State authorities for air 

transportation operations. The local FAA office and personnel responsible for processing the 

FAA authority required to conduct the proposed operations are the same office and 

personnel responsible for overseeing GIA’s air carrier certificate and operations: Rosendo 

M. Rigau, Aviation Safety Inspector and Principal Operations Inspector, South Florida 

FSDO, CMO-29, 2895 SW, 145th Avenue, Suite 291, Miramar, FL 33027, office (954) 641-

6610, facsimile (954) 641-6530, mobile (954) 662-7845, Rosendo.m.rigau@faa.gov. All 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 16 

five of the former GIA management and technical personnel set forth in 14 C.F.R. § 

119.65(a) will hold the same positions at New GIA. 14 C.F.R. § 204.3(s). 

44. New GIA has not previously provided air transportation. New GIA plans to 

perform the same commuter air carrier operations as did GIA, and operate nonscheduled 

charter service between points in the United States, as well as a point or points in the United 

States and a foreign point or points. 14 C.F.R. § 204.3(t). 

45. New GIA proposes to use its aircraft for commuter air carrier operations 

domestically and international Caribbean flights, as well as foreign charter operations, 

including flights to Cuba consistent with the applicable U.S. licenses and approvals. A 

forecast balance sheet and forecast income sheet for the first year ending after operations is 

attached as Exhibit K. 14 C.F.R. § 204.3(t)(1) and (t)(2). Forecasts have been prepared on a 

cash-accrual basis. 

46. New GIA meets the Department’s financial fitness test. By way of 

background, New GIA’s first year operating expenses related to the Part 121 scheduled 

passenger service operations are expected to be approximately $52.8 million. One quarter of 

this amount is $13.2 million. Pre-operating expenses related to the acquisition are estimated 

to be approximately $23.6 million. However, $18.7 million of this amount has already been 

paid by New GIA pursuant to Bankruptcy Court order, resulting in a remaining balance of 

approximately $4.9 million to be funded as part of the acquisition (the “Remaining 

Acquisition Expenses”). The amount of capital available to New GIA far exceeds the 

Remaining Acquisition Expenses and the requirements of the DOT. In particular, financing 

available to New GIA at the time of the closing of the acquisition will be approximately 

$29.4 million, consisting of approximately $7.2 million of cash currently deposited in our 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 17 

bank accounts and approximately $22.2 million of uncalled capital commitments from our 

investors. Accordingly, New GIA will have a cushion of approximately $24.5 million after 

satisfying the Remaining Acquisition Expenses, satisfying the DOT requirement. 

47. Verification of financing available or paid into New GIA at the time of the 

Sale Closing. Account numbers have been redacted. Exhibit L. 

48. An executed OST Form 4523 is attached hereto as Exhibit M. 14 C.F.R. § 

204.3(u). 

49. New GIA is covered under Continental’s Family Assistance Plan, which has 

been filed with the NTSB. Exhibit N. 

50. The required certification under 204.3(v) is attached hereto as Exhibit O. 

New GIA is Fit, Willing, And Able To Provide EAS

51. In accordance with 14 C.F.R. § 204.4 and the Department’s economic 

regulations, VPAA submits the following information to establish New GIA’s fitness to 

continue to perform EAS operations. 

52. GIA’s previously filed the information required to provide EAS with the 

Department pursuant to Order: 2010-6-25, on June 29, 2010, and the Department found GIA 

fit, willing, and able to provide reliable service when it selected GIA to provide EAS at 

Parkersburg, West Virginia/Marietta Ohio, for a two-year period beginning when the carrier 

inaugurates full EAS through the end of the 24th month2

 thereafter. 

 

2

 Essential Air Service at Beckley, West Virginia (Docket DOT-OST-1997-2761); 

Clarksburg/Fairmont, West Virginia (Docket DOT-OST-2005-20736); Morgantown, West 

Virginia (Docket DOT-OST-2005-20735), Parkersburg, West Virginia/Marietta, Ohio 

(Docket DOT-OST-2005-20734) under 49 U.S.C. 41731 et seq., Order Selecting Carriers, 

Order 2010-6-25, June 29, 2010. 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 18 

53. GIA’s also filed the information required to provide EAS with the Department 

pursuant to DOT Order: 2010-9-12, on September 9, 2010 and the Department found GIA fit, 

willing, and able to provide reliable service when it re-selected GIA to provide EAS at 

Bradford, DuBois, and Oil City/Franklin, Pennsylvania, and Jamestown, New York from 

October 1, 2010, through September 30, 2012. 3

54. On December 17, 2010, GIA filed the information required to provide EAS 

Essential Air Service at Muscle Shoals, Alabama pursuant to Docket No. OST-2000-7856, , 

wherein GIA explained that it was fit, willing, and able to provide reliable EAS,4 and on 

March 18, 2011, the Department selected Gulfstream to provide the EAS for a 24 month 

period.5

55. On January 6, 2011, GIA also submitted an application to perform EAS at 

Marion/Herrin, Illinois, pursuant to Order No. OST-2001-7881, wherein GIA explained that 

it was fit, willing, and able to provide reliable EAS.6

56. On January 31, 2011, the Department again found GIA fit, willing, and able to 

provide reliable service when it selected GIA to provide EAS at Glasgow, Glendive, Havre. 

 

3

 Essential Air Service at Bradford, Pennsylvania (Docket DOT-OST-2003-14528); DuBois, 

Pennsylvania (Docket DOT-OST-2004-17617); Oil City/Franklin, Pennsylvania (Docket 

DOT-OST-1997-2523); and Jamestown, New York (Docket DOT-OST-2003-14950) under 

49 U.S.C. 41731 et seq. DOT Order: 2010-9-12, Order Selecting Carrier, Sept. 9, 2010. 

4

 Essential Air Service at Muscle Shoals, Alabama under 49 U.S.C. § 41731 et seq., 

Gulfstream International Airlines Proposal to Provide Subsidized Air Service at Muscle 

Shoals, Alabama, OST-2000-7856, December 17, 2010. 

5

 Essential Air Service at Muscle Shoals, Alabama under 49 U.S.C. § 41731 et seq., Order 

Selecting Carrier, OST-2000-7856, March 18, 2011. 

6

 Essential Air Service at Marion/Herrin, Illinois under 49 U.S.C. § 41731 et seq., Gulfstream 

International Airlines Proposal to Provide Subsidized Air Service at Marion/Herrin, Illinois, 

OST-2000-7881, January 6, 2011.
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 19 

Lewistown, Miles City, Sidney and Wolf Point, Montana, for a two-year period beginning 

when the carrier inaugurates full EAS at all seven communities.7

57. New GIA does not intend to make any changes to its EAS operations and, 

therefore, submits that it will remain und GIA fit, willing, and able to provide reliable service 

following the transfer of GIA’s assets to New GIA. 

Conclusion

 New GIA is a U.S. citizen and is fit, willing, and able to provide air transportation as 

a commuter air carrier. Additionally, the continuation of GIA’s operations will provide 

enhanced competition and jobs, as well as significant consumer benefits to the traveling 

public and EAS communities. As the Parties have demonstrated, transfer of GIA’s 

commuter air carrier authority to New GIA is in the public interest under 49 U.S.C. § 41738. 

 WHEREFORE, for the forgoing reasons, the Parties respectfully submit that New 

GIA meets the Department’s citizenship and fitness requirements, and request the 

Department transfer to New GIA the interstate certificate of public convenience and 

necessity held by GIA. 

Respectfully submitted, 

For VPAA Co. 

/S/ David M. Hernandez 

______________________________ 

David M. Hernandez 

Shareholder 

VEDDER PRICE P.C. 

For Gulfstream International Group, Inc.: 

/S/ David F. Hackett 

________________________________ 

David F. Hackett 

President and Chief Executive Officer 

Gulfstream International Group, Inc. 

 

7

 Essential Air Service at Glasgow, Montana; Glendive, Montana; Havre, Montana, 

Lewistown, Montana; Miles City, Montana; Sidney, Montana; Wolf Point, Montana, Docket 

DOT-OST-1997-2605, under 49 U.S.C. 41731 et seq. Order Selecting Carrier and Setting 

Final Subsidy Rates, Jan. 31, 2011. 
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 20 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

dhernandez@vedderprice.com 

3201 Griffin Road 4th Floor 

Fort Lauderdale, FL 33312 

(954) 985-1500 

dhacke@gulfstreamair.com 
CERTIFICATE OF SERVICE 

I, Cristina Richards, hereby certify that I have, this, the 22nd day of March 2011, 

caused a true copy of the foregoing Joint Application to be served on the following 

Parties via electronic mail: 

Name Organization Address 

Jeffrey Manley United jeffrey.manley@united.com

R. Bruce Keiner Crowell and Moring LLP 

(Continental) 

rbkeiner@crowell.com

Gerald Murphy Crowell and Moring LLP 

(Continental) 

gmurphy@crowell.com 

Clay Moritz Office of Airline Information

DOT/RSPA/BTS E-36 

clay.moritz@dot.gov 

Bernard Stankus Office of Airline Information

DOT/RSPA/BTS E-36 

bernard.stankus@dot.gov 

Peter Lynch FAA Asst. Chief Counsel for 

Enforcement 

peter.lynch@faa.gov 

William J. Weber FAA Certification Section 

Manager, AFS-900 

w.jeff.weber@faa.gov 

Rosendo M. Rigau South Florida FSDO rosendo.m.rigau@faa.gov 

Edward M. DaSilva South Florida FSDO edward.m.dasilva@faa.gov 

 /S/ Cristina Richards 

 

 Cristina Richards 
LIST OF EXHIBITS 

Exhibit Title Page Number 

A Bankruptcy Court Order Approving Sale 

B Asset Purchase Agreement 

C Gulfstream International Airways, Inc. 

Commuter Air Carrier Authority 

D VPAA Co. Certificate of Good Standing 

E Citizenship Affidavit 

F Resumes of Officers and Directors 

G Personnel Organizational Chart 

H Resumes of Key Personnel 

I Fleet Description 

J Affidavit of Safety Compliance 

K Forecast Balance Sheet and Forecast Income 

Sheet 

L Financing Verification 

M Form OST 4523 

N Family Assistance Plan 

O Certification Statements 
Exhibit A

Bankruptcy Court Order Approving Sale 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 1 (Exhibits)
{FT744479;1}

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: 

GULFSTREAM INTERNATIONAL 

GROUP, INC., et al.,1

Debtors.

Chapter 11 Cases 

Case No. 10-44131-JKO 

Jointly Administered 

ORDER PURSUANT TO 11 U.S.C. §§ 105, 363 AND 365 OF THE BANKRUPTCY CODE 

(A) APPROVING THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE 

DEBTORS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND 

INTERESTS; (B) APPROVING THE ASSUMPTION AND ASSIGNMENT OF 

EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND 

(C) GRANTING RELATED RELIEF 

THIS CAUSE came before the Court on January 7, 2011 at 1:30 p.m. (the "Sale 

Hearing") upon the Emergency Motion For Orders Pursuant To 11 U.S.C. Sections 105, 363 

And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) Bidding 

1

 The address of each of the Debtors is 3201 Griffin Road, 4th Floor, Fort Lauderdale, FL 33312; and the last four 

digits of the taxpayer identification number of each of the Debtors follows in parenthesis: (i) Gulfstream 

International Group, Inc. (3956); (ii) Gulfstream International Airlines, Inc. (1720); (iii) Gulfstream Training 

Academy, Inc. (5843); (iv) GIA Holdings Corp., Inc. (9548); and (v) Gulfstream Connection, Inc. (1208). (The 

Debtors’ cases shall collectively be referred to as the “Chapter 11 Cases”.)

ORDERED in the Southern District of Florida on January 20, 2011.

John K. Olson, Judge

United States Bankruptcy Court

_____________________________________________________________________________

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 1 of 93

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 2 (Exhibits)
Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And (B) 

Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Debtors Assets 

Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And 

Assignment Of Executory Contracts And Unexpired Leases [D.E. #98] (the “Sale Motion”),

SAH-VUL Strategic Partners I, LLC’s Objection to the Sale of the Debtors’ Assets to Victory 

Park Capital Advisors (the “SAH-VUL Objection”) [D.E. #292], the Joinder to the SAH-VUL

Objection by Taglich Brothers, Inc. (the “Taglich Joinder”) [D.E. #293], and pursuant to 

paragraph 7 of the Order Granting Debtors’ Amended Emergency Motion for Orders Pursuant 

To 11 U.S.C. 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) 

Approving (I) Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale 

Hearing Date And (B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All 

Of The Debtors’ Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, and 

(II) Assumption And Assignment Of Executory Contracts And Unexpired Leases [D.E. #213] (the 

“Bid Procedures Order”) and the Court’s Order Setting Hearing [D.E. #288]. Upon the 

evidence2 submitted at the Sale Hearing in support of the approval of the sale of the Assets (as 

defined below)3 and the assumption and assignment of the RACC Agreements (as defined in 

paragraph I of the Bid Procedures Order) to VPAA Co. or its nominee (the “Purchaser”) as 

contemplated herein (the “Sale”); due and proper notice of the Sale and the Sale Hearing having 

been given to all parties entitled thereto, as evidenced by the certificates of service on file with 

the Court, and with the Sale Hearing having been held on January 7, 2011 to consider the 

2 The evidence introduced at the hearing includes, but is not limited to: (i) the testimony of witnesses introduced by 

the Debtors, Victory Park, and SAH-VUL; (ii) the exhibits admitted on behalf of the Debtors; (iii) the exhibits 

admitted on behalf of Victory Park; and (iv) the exhibits admitted on behalf of SAH-VUL. 

 

3

 Except as may otherwise be specifically set forth or defined herein, all capitalized terms shall have the meanings 

ascribed to them in the Bid Procedures Order or, if not defined in the Bid Procedures Order, the APA (as defined 

below). 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 2 of 93

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 3 (Exhibits)
approval of the Sale Motion, at which time all parties in interest were afforded an opportunity to 

be heard, and upon all of the proceedings had before the Court in these cases, of which the Court 

takes judicial notice, and the evidence received in connection with the Debtors’ efforts to 

confirm the Sale described herein; 

NOW THEREFORE, upon consideration of the Sale Motion, the proposed Sale of the 

Assets outside of the ordinary course of the Debtors' business to Purchaser pursuant to 11 U.S.C. 

§ 363(b), a review of the Court files, the arguments and presentation of counsel, a review of all 

of the evidence proffered or adduced at, objections filed in connection with, and the arguments 

made at the Sale Hearing, the Court having carefully examined the demeanor and candor of the 

witnesses proffered at the Sale Hearing giving rise to this Order, and with the Court otherwise 

being duly advised in the premise, good cause appearing therefor; 

IT IS FOUND AND DETERMINED4 THAT: 

1. This Court has jurisdiction to hear and adjudicate the Sale Motion pursuant to 

28 U.S.C. §§ 157 and 1334. 

2. On November 4, 2010, the Debtors filed voluntary petitions for relief under 

Chapter 11, title 11, United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”).

3. On November 19, 2010, the Committee was appointed by the Office of the United 

States Trustee. 

4. Determination of the Sale Motion is a core proceeding under 28 U.S.C. 

§§ 157(b)(2)(A) and (N). Venue of these cases and the Sale Motion in this District is proper under 

28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief requested herein are 

4

Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings of 

fact, pursuant to Bankruptcy Rule 7052. See Grand Union Co., 2000 Bankr. Lexis 1710 (Bankr. N.J. 2000) and In 

re American Family Enterprises, Inc., 265 B.R. 377 (Bankr. N.J. 2000). 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 4 (Exhibits)
sections 105, 363 and 365 of the Bankruptcy Code, and Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”) 2002, 6004, 6006 and 9014.

5. Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), the parties may 

consummate the transactions provided for under the terms and conditions of the asset purchase 

agreement, substantially in the form attached hereto as Exhibit “A” (as may be amended, 

supplemented or otherwise modified in accordance with this Order from time to time, the “APA”) 

immediately upon entry of this Order. 

6. Proper, timely, adequate and sufficient notice of the Sale Motion, the Bid Procedures 

Order, the Sale, the Sale Hearing, the Auction, and the transactions contemplated thereby have been 

provided in accordance with Section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 and 

6004 and the Bid Procedures Order, and no other or further notice of the Sale Motion, the hearing 

held on December 6, 2010 on the Bid Procedures, the Sale or the transactions contemplated thereby, 

the Sale Hearing or the entry of this Order is required. The solicitations by the Debtors and their 

advisors5 in connection with the Sale of the Assets and the assumption and assignment of the 

RACC Agreements were adequate and reasonable under the circumstances of these cases to obtain 

the highest and best price for the Assets. 

7. On or about December 21, 2010, the Debtors served by CM/ECF (or by pre-paid 

first class U.S. Mail, as may be the case) a copy of the Bid Procedures Order upon: (a) all parties 

who claimed an interests in or liens upon the Assets; (b) all parties on the Master Service List; 

(c) all entities solicited for an expression of interest or that had expressed interest in the Assets; 

(d) all governmental authorities who have or as a result of the Sale of the Assets may have claims, 

contingent or otherwise, against the Debtors or any one of them; and (e) to the extent not included 

5

Although Cassel Salpeter ("CS") originally was retained as the Junior Lenders' financial advisor, the Junior 

Lenders, the Debtors, and the Committee agreed that CS would serve as investment banker in connection with the 

Sale of the Debtors' assets. 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 5 (Exhibits)
on the Master Service List, all creditors and parties who have filed notices of appearance in this 

case. See Certificate of Service of The Garden City Group, Inc. [D.E. #249]. A reasonable and 

proper opportunity to object or to be heard regarding the Bid Procedures, the Auction, the Sale and 

the Sale Hearing as presented in the Bid Procedures Order has been afforded to all persons and 

entities as set forth hereinabove. 

8. As demonstrated by: (a) the testimony and other evidence proffered at the Sale 

Hearing; and (b) the representations of counsel made on the record at the Sale Hearing, the Debtors 

have adequately marketed the Assets and conducted the sale process in compliance with the Bid 

Procedures Order, and in a manner that was non-collusive, substantively and procedurally fair to all 

interested parties, and commercially reasonable. 

9. The Debtors: (a) have full power and authority to execute the deeds, bills of sale and 

all other documents contemplated thereby and as otherwise reasonably required to implement the 

sale transaction, and the Sale of the Assets by the Debtors and the assumption and assignment of 

the Designated Contracts, including, without limitation, the RACC Agreements, has been duly and 

validly authorized by all necessary action of the Debtors; (b) have all of the power and authority 

necessary to consummate the transactions contemplated under the Sale and this Order; and (c) have 

taken all action necessary to authorize and approve the Sale and the consummation by the Debtors 

of the transactions contemplated thereby. Other than such federal government approvals as may be 

required in connection with the Purchaser's acquisition of the Debtors' operations and as otherwise 

set forth herein or in the APA, no further or other consents or approvals are required to consummate 

the Sale and all transactions contemplated thereby. 

10. The FAA Operating Certificates are non-transferable. The FAA may issue a new or 

amended operating certificate to the Purchaser only after the FAA has evaluated the Purchaser and 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 6 (Exhibits)
determined that it is properly and adequately equipped and able to conduct safe operations. 

Moreover, the transfer of the Certificate of Public Convenience and Necessity issued by the 

Department of Transportation is subject to the prior approval of the Department of Transportation, 

including without limitation, any fitness review under 14 CFR Part 204.

11. The Bid Procedures, the Sale Motion, the conduct of the Auction and the Sale 

authorized hereby reflect the Debtors’ sound business judgment and constitute a proper exercise of 

the Debtors’ fiduciary duties. 

12. The Debtors have demonstrated compelling circumstances for the Sale to the 

Purchaser pursuant to 11 U.S.C. § 363(b) based upon, among other things: 

a. Due to the Debtors’ need for additional liquidity, they cannot continue to 

operate in the ordinary course of business for a sufficient period of time to reorganize their 

business other than through a sale. 

b. Even with the continued use of cash collateral and the interim postpetition 

financing obtained by the Debtors pursuant to that certain Court order [D.E. #75], the Debtors 

may not be able to operate their businesses and preserve the value of the Assets without 

consummating the Sale with the Purchaser. If the Sale and related transactions under the APA 

are not approved and consummated promptly, the Debtors will exhaust the financing and cash 

collateral available to them, and the Debtors’ businesses will deteriorate to the point whereby the 

Purchaser would not consummate the transactions contemplated by this Order and the APA, 

thereby forcing the Debtors to a liquidation that would achieve far less value for creditors than 

the transactions contemplated by the Sale and the APA. 

c. A sale pursuant to section 363(b) of the Bankruptcy Code is the only 

current viable alternative for preserving and capturing the value of the Assets and ensuring the 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 7 (Exhibits)
continuation of the Debtors’ businesses. Without the Sale, the Debtors cannot continue to 

operate their businesses for the time required to confirm and consummate a plan of 

reorganization without risking an immediate and material decline in the value of their business 

and the Assets. Thus, the only way to preserve and maximize value is to consummate the Sale 

and sell the Assets in the manner proposed and approved at the Sale Hearing, thereby ensuring 

an orderly and equitable sales process and distribution of proceeds. 

d. A sale of the Assets as a “going-concern” at this time to Purchaser will 

result in the highest possible purchase price therefor.

13. The Auction was held in accordance with the Bid Procedures Order on January 5, 

2011.

14. The Debtors, the Purchaser, Raytheon Aircraft Credit Corporation ("RACC") and 

their respective professionals have complied, in good faith, in all respects with the Bid Procedures 

Order, as demonstrated by (a) the testimony and other evidence proffered or adduced at the Sale 

Hearing and (b) the representations of counsel made on the record at the Sale Hearing. Through 

marketing efforts and a competitive auction process conducted in accordance with the Bid 

Procedures Order, the Debtors, their professionals, and CS (a) afforded interested potential 

purchasers a full, fair and reasonable opportunity to qualify as bidders and submit their highest or 

otherwise best offer to purchase substantially all of the Debtors’ assets, (b) provided potential 

purchasers, upon request, sufficient information to enable them to make an informed judgment on 

whether to bid on the Assets, and (c) considered any bids submitted in accordance with the Bid 

Procedures Order. 

15. As described in greater detail in the Sale Motion, RACC leases to the Debtors 

twenty-one (21) used Beechcraft 1900D Airliners (the “Raytheon Aircraft“), which are owned by 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 8 (Exhibits)
RACC. In connection with the Raytheon Aircraft, RACC and the Debtors have entered into the 

RACC Agreements. In order to facilitate the sale process outlined in the Bid Procedures Order, 

RACC granted various extensions of the RACC Agreements, one of which is currently in effect 

until January 20, 2011. In connection with the RACC Agreements, among other things, RACC has 

a general unsecured claim of approximately $1,838,578.31 (the “RACC Unsecured Claim“) (as 

set forth in the Debtors’ Amended Summary of Schedules, Schedule F filed on December 21, 2010 

as D.E. # 231, after reduction for the following cure amount) and, upon the assumption and 

assignment of the RACC Agreements, is entitled to a cure payment of $1,159,483.70 (the “RACC

Cure Amount“) (as set forth in the Assumption Schedule attached to Debtors’ Notice of Filing 

Assumption Schedule, D.E. #238). As part of the Sale, as hereinafter further provided and on the 

terms contained in this Order, RACC has agreed to the assumption by the Debtors of the RACC 

Agreements and the Agreed RACC Terms (as hereinafter defined) and their assignment to the 

Purchaser (collectively, the “RACC Assignment”). Throughout the sale process, acting in good 

faith, RACC afforded all interested potential purchasers information in its possession to enable 

them to make an informed judgment as to the acquisition of the Raytheon Aircraft and made 

available to all potential purchasers the same terms and conditions for the acquisition of the 

Raytheon Aircraft as were provided to any potential purchaser, without any discrimination or 

preference. 

16. Through compliance with the Bid Procedures Order, and insofar as it relates to the 

Raytheon Aircraft, RACC's good faith and fair dealing throughout the sale process, the Debtors 

obtained the highest value for the Assets for their estates and their creditors. 

17. The offer of the Purchaser, upon the terms and conditions set forth in the APA, 

including the form and total consideration to be realized by the Debtors’ estates pursuant to the 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 9 (Exhibits)
APA, (a) is the highest and best offer received by the Debtors; (b) is fair and reasonable; (c) is in 

the best interests of the Debtors’ creditors and estates; (d) constitutes full and adequate 

consideration and reasonably equivalent value for the Assets; and (e) will provide a greater 

recovery for the Debtors’ creditors and other interested parties than would be provided by 

liquidation of the Assets or any other practical and available alternative dispositions. The Debtors’ 

determination in consultation with the Committee that the APA constitutes the highest and best 

offer for the Assets is a valid and sound exercise of the Debtors’ business judgment. 

18. Gulfstream International Acquisition Co., LLC’s final bid at the Auction was the 

Back-Up Bid in accordance with the Bid Procedures Order, and the Court finds that Gulfstream 

International Acquisition Co., LLC is the Back-Up Bidder. 

19. The APA and the transactions thereunder or in connection therewith, including, 

without limitation, the RACC Assignment and the ultimate acquisition of the Raytheon Aircraft, are 

not being entered into to escape liability for the estates’ debts. The Debtors’ estates are unable to 

satisfy all of the Debtors’ debts. 

20. The total consideration provided by the Purchaser for the Assets is the highest and 

best offer received by the Debtors, and the consideration delivered under the APA constitutes 

(a) reasonably equivalent value under the Bankruptcy Code and the Uniform Fraudulent Transfer 

Act, (b) fair consideration under the Uniform Fraudulent Conveyance Act, and (c) under any other 

applicable laws of the United States, any state, territory or possession, or the District of Columbia, 

reasonably equivalent value, fair consideration and fair value for the Assets. 

21. Approval of the Sale and the transactions contemplated thereby is in the best 

interests of the Debtors’ estates and their creditors. The Debtors have demonstrated good and 

sufficient business justification for consummating the Sale pursuant to section 363(b) of the 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 10 (Exhibits)
Bankruptcy Code in that, among other things: (a) the Purchaser made a substantial offer to acquire 

the Assets and maintain the Debtors’ business operations pursuant to the Bid Procedures Order and 

made the same offer as other potential purchasers to acquire the Raytheon Aircraft; (b) the sale 

process conducted by the Debtors as required by Section 363 of the Bankruptcy Code was robust, 

fair, open and reasonable and has permitted the Purchaser’s offer to be tested against other offers; 

(c) the Purchaser’s offer constitutes the highest and best offer for the Assets; (d) the Sale and the 

closing of the transactions contemplated thereby present the best opportunity for the Debtors to 

realize the value of the Assets; and (e) total consideration and benefits to these estates provided by 

the Purchaser for the purchase of the Assets exceeds what the Debtors would be able to realize in a 

piecemeal liquidation of the Assets. 

22. The Sale and the transactions contemplated thereby, including, without limitation, 

the acquisition of the Raytheon Aircraft, were negotiated, proposed, and entered into by the Debtors 

,the Purchaser and insofar as it involves or relates to the Raytheon Aircraft, RACC at arm’s length, 

without collusion or fraud, and in good faith within the meaning of section 363(m) of the 

Bankruptcy Code and the sales process was conducted in accordance with the Bid Procedures 

Order. As a result of the foregoing, the Debtors, the Purchaser, and RACC are entitled to the 

protections of section 363(m) of the Bankruptcy Code. 

23. None of the Debtors, the Purchaser, RACC or any other party has engaged in any 

conduct that would cause or permit the Sale or any transaction executed in connection therewith to 

be avoided under section 363(n) of the Bankruptcy Code. The Purchaser and Shelter Island 

Opportunity Fund, LLC ("Shelter Island") have not otherwise violated section 363(n) by any 

action or inaction, and neither the Sale nor the transactions contemplated thereby violate the 

provisions of section 363(n) of the Bankruptcy Code. Neither the transactions under the APA nor 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 11 (Exhibits)
the RACC Assignment and the ultimate acquisition of the Raytheon Aircraft may be avoided or 

subject to avoidance, recoupment or any other claim, and no damages may be assessed against the 

Purchaser or any other party under section 363(n) of the Bankruptcy Code or any other applicable 

bankruptcy or non-bankruptcy law. The Court further finds that based upon the evidence and 

testimony presented at the Sale Hearing that Shelter Island was not a potential bidder for the 

Debtors’ Assets as a “going-concern” and its bid was not considered at the Auction.

24. The Court further finds the Purchaser acted in good faith in all respects in 

connection with these Chapter 11 Cases, the Sale and the transactions under the APA in that, 

among other things: 

a. the Purchaser recognized the Debtors were free to negotiate with any other 

party that expressed qualified interest in purchasing their assets; 

b. the Purchaser agreed to subject its bid to the competitive bidding 

procedures set forth in the Bid Procedures Order; 

c. neither the Purchaser nor any of its affiliates induced, caused, or required 

the commencement of the Chapter 11 Cases; 

d. all payments to be made by Purchaser and other agreements or 

arrangements entered into by Purchaser in connection with the APA have been disclosed;

e. the negotiation and execution of the APA and all other aspects of the 

transactions contemplated thereby were conducted in good faith and at arms’ length; and 

f. the consideration to be provided by Purchaser was not controlled by an 

agreement among potential bidders at such sale.

25. The Court further finds that RACC acted in good faith in all respects in connection 

with these Chapter 11 Cases, the RACC Extension (as defined in the Bid Procedures Order), its 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 12 (Exhibits)
offer with respect to the Raytheon Aircraft as reflected in the “Agreed RACC Terms” that was 

admitted as Exhibit 2 at the Sale Hearing (the “Agreed RACC Terms“), and its agreement, on the 

terms contained in this Order, to consent and agree to the RACC Assignment and to the Agreed 

RACC Terms. 

26. Except as otherwise provided herein, upon entry of this Order and compliance with 

the requirements to close set forth herein and in the APA, the transfer of the Debtors’ right, title, 

and interests in the Assets to the Purchaser is in all respects a valid, legal and effective transfer of 

Assets to the Purchaser, under section 363(f) of the Bankruptcy Code, free and clear of all liens (as 

that term is defined in section 101(37) of the Bankruptcy Code), claims (as that term is defined in 

section 101(5) of the Bankruptcy Code), interests or encumbrances of any kind or nature 

whatsoever, including (but not limited to) (a) liens and claims that purport to give to any party a 

right or option to effect any forfeiture, modification, right of first refusal, or termination of the 

Debtors’ or the Purchaser’s interest in the Assets, or any similar rights, (b) liens and claims relating 

to taxes arising under, out of, in connection with, or in any way relating to the operation of the 

Assets prior to the closing, and (c) (i) all mortgages, deeds of trust, security interests, conditional 

sale or other title retention agreements, pledges, liens, judgments, demands, encumbrances, rights of 

first refusal, or charges of any kind or nature, including, but not limited to, any restriction on the 

use, transfer, receipt of income or other exercise of any attributes of ownership, and (ii) all debts 

arising in any way in connection with any agreements, acts, or failures to act, of the Debtors or any 

of the Debtors’ predecessors or affiliates, claims, obligations, liabilities, demands, guaranties, 

options, rights, contractual or other commitments, restrictions, interests, and matters of any kind 

and nature, whether known or unknown, contingent or otherwise, whether arising prior to or 

subsequent to the commencement of these cases, and whether imposed by agreement, 

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Page 13 (Exhibits)
understanding, law, equity or otherwise, including (but not limited to) claims otherwise arising 

under doctrines of successor liability (collectively, “Interests”). Except as otherwise provided 

herein, all Interests shall attach to the proceeds of the Sale, in their order of priority and with the 

same validity as if the Sale had not been consummated. 

27. The Purchaser would not have entered into the Sale and would not consummate the 

transactions contemplated thereby, thus adversely affecting the Debtors, their estates, and their 

creditors, if the Sale of the Assets to the Purchaser were not entirely free and clear of all Interests of 

any kind or nature whatsoever, or if the Purchaser would, or in the future could, be liable for any of 

such Interests (except for Interests expressly assumed by Purchaser under APA). 

28. The Debtors may sell the Assets entirely free and clear of all Interests of any kind or 

nature whatsoever because, in each case, one or more of the standards set forth in section 363(f)(1)-

(5) of the Bankruptcy Code has been satisfied. Specifically, each entity with a security interest in 

any of the Assets has consented to their sale, is deemed to have consented to their sale, or could be 

compelled in a legal or equitable proceeding to accept a money satisfaction of such interest, holds 

liens subject to a bona fide dispute, or the Sale of the Assets otherwise satisfies the requirements of 

section 363(f) of the Bankruptcy Code. To that end, those nondebtor parties with Interests in the 

Assets who did not object, or who withdrew their objections, to the Sale or the Sale Motion are 

deemed to have consented to such Sale pursuant to sections 363(f)(2) and 365 of the Bankruptcy 

Code.

29. The Court finds that a bona fide dispute exists as to the secured claims asserted 

against the Debtors’ estates by Taglich Brothers, Inc. (on behalf of itself and/or the lenders and 

other parties for which it acts as agent) and SAH-VUL Strategic Partners I, LLC in that such claims 

are subject to, without limitation, the potential of avoidance, subordination, recharacterization,

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Joint Application of Gulfstream International Group, Inc. and 

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Page 14 (Exhibits)
disallowance or reclassification, so that the Assets may be sold free and clear of such asserted 

secured claims now pursuant to Section 363(f)(4) of the Bankruptcy Code without (and prior to) 

final determination of the disputes raised at the Sale Hearing. 

30. The Purchaser shall not, as a result of any action taken in connection with the 

purchase of the Assets, be deemed to (a) be the successor of the Debtors or any one of them; 

(b) have, de facto or otherwise, merged with or into the Debtors or any one of them, or (c) be a 

mere continuation or a substantial continuation of the Debtors or any one of them or for payment of 

any benefit(s) accruing to the Debtors. 

31. The relief requested in the Sale Motion, including the approval of the Sale, is in the 

best interests of the Debtors, their estates and their creditors. The Committee has consented to the 

Sale.

SALE COMPONENTS6

32. The APA contemplates that the Purchaser will acquire substantially all of the 

Debtors’ assets (collectively, the “Assets”), including without limitation:7

a. all owned or leased real property wherever situated; 

b. all tangible personal property; 

c. all inventory; 

6

In the event of any discrepancy between this Order and the APA, the terms of this Order shall control. The failure 

specifically to include any particular provisions of the APA or any related agreements in this Order shall not 

diminish or impair the effectiveness of such provision, it being the intent of the Court, the Debtors and the Purchaser 

that the APA and any related agreements are authorized and approved in their entirety. The Debtors and the 

Purchaser may make conforming or non-substantive amendments to the APA and any related agreements prior to 

Closing as provided herein; provided that at least three (3) Business Days prior notice of any such amendment shall 

be provided to counsel to the Committee and, if applicable, to RACC (insofar as it involves or relates to the 

Raytheon Aircraft). 

7

For avoidance of doubt, while the list of assets of the Debtors to be acquired is intended to be comprehensive, the 

assets to be acquired, except as may be specifically excluded, include all of the assets of the Debtors. 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 15 (Exhibits)
d. all goodwill and other general intangible assets and rights of the Debtors 

relating to their businesses, including, but not limited to, tools of the trade and business 

processes;

e. those certain executory contracts and unexpired leases to be assumed by 

the Debtors and assigned to the Purchaser pursuant to section 365 of the Bankruptcy Code (as 

designated by the Purchaser in its sole discretion prior to Closing (as defined below)), including, 

without limitation, all written or oral contracts, agreements, licenses, sublicenses, leases, 

subleases, mortgages, instruments, guaranties, commitments, understandings, undertakings or 

similar arrangements, whether express or implied (collectively, the “Designated Contracts”). 

Notwithstanding the foregoing or any other provision of this Order, in accordance with this 

Order, the Debtors are assuming the RACC Agreements and the Agreed RACC Terms and 

assigning them to the Purchaser (or, should circumstances require, the Back-Up Bidder), thereby 

entitling the Purchaser to acquire the Raytheon Aircraft as contemplated by the RACC 

Agreements and the Agreed RACC Terms and entitling RACC to the RACC Cure Amount, and 

the RACC Agreements are Designated Contracts;8

f. all accounts, notes or other receivables; 

g. all lawsuits, claims, counterclaims, deposits, prepayments, refunds, 

abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; 

provided that the Debtors’ causes of action against any of the Debtors’ officers and directors 

shall be excluded from the Sale and deemed to remain with the Debtors’ estates (with the 

exception of causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon 

Knight, Craig Attel and Christopher Eason, which shall be acquired by the Purchaser); provided

8

Any other executory contracts and unexpired leases to which the Debtors are a party and which are not designated 

by the Purchaser as a Designated Contract shall be defined as an “Excluded Contract.” See Paragraph 34.i. with 

respect to the treatment of the RACC Cure Amount. 

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Page 16 (Exhibits)
further that any claims, counter-claims, objections to claims against any creditor of, or party who 

asserts claims against, the Debtors’ estates and causes of actions arising out of sections 510, 542, 

543, 544, 545, 546, 547, 548, 549, 550 or 553 of the Bankruptcy Code shall be excluded from 

the Sale and deemed to remain with the Debtors’ estates (with the exception of any claims 

against Shelter Island, which shall be acquired by the Purchaser); 

h. all claims, rights and interests in or to any refund, rebate, abatement or 

other recovery for taxes, together with any interest due thereon or penalty rebate arising 

therefrom, for any tax period; 

i. all accounts receivable; 

j. all cash and cash equivalents with the exception of the SAH-VUL 

Carveout and the cash component of the Purchase Price; 

k. all authorizations, franchises, approvals, consents, permits, licenses, 

orders, registrations, certificates, variances and similar rights obtained from any governmental 

entity (including, without limitation, the Federal Aviation Administration (“FAA”) and the 

Department of Transportation ("DOT")) and all pending applications therefor or renewals 

thereof, in each case to the extent transferrable to the Purchaser; 

l. all vehicles, furniture, fixtures and property, plant and equipment (PPE), 

including, without limitation, all computers, software, information management systems, aircraft 

equipment, tooling and machinery, and technical publications and manuals; 

m. all intellectual property and rights under and with respect to intellectual 

property;

n. all software used in the Debtors’ businesses, to the extent transferable to 

Purchaser;

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Joint Application of Gulfstream International Group, Inc. and 

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Page 17 (Exhibits)
o. all existing and assignable manufacturer or vendor warranties; 

p. all books, ledgers, files, documents, correspondence and records related to 

the Debtors’ businesses owned by or in control of the Debtors, or any one of them (in whatever 

format they exist) except as otherwise provided for in the APA, including, without limitation, 

customer lists, prospect lists, customer and customer-related files, customer records, test results, 

product specifications, plans, data (including, without limitation, any and all data related to the 

Debtors’ businesses stored in any accounting or other software program or system) architectural 

plans, drawings and specifications, creative materials, advertising, marketing, promotional 

materials, studies, drawings, diagrams, training manuals, engineering data, operating records, 

inventory records, business plans, customer credit records, aircraft maintenance records, 

pilot/crew scheduling records, and any documentation required to be maintained by the FAA; 

provided that the Purchaser shall provide to the Debtors and the Committee, or any successor 

representative of the Debtors’ estates, including any subsequently appointed or designated 

Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the 

“Estate Representative”), after reasonable notice and during normal business hours, access 

(which shall include the right to photocopy, duplicate or otherwise copy and save in an electronic 

format to an external hard drive) to all books and records relating to all periods prior to Closing 

for purposes of investigating, pursuing and filing claims, counter-claims, objections or causes of 

action that remain with the Debtors’ estates pursuant to this Order and for purposes of meeting 

the Debtors’ compliance obligations, such as the filing of tax returns, Monthly Operating Reports 

with the Office of the United States Trustee and otherwise meeting the Debtors’ statutory or 

procedural responsibilities. Without limitation, books and records shall include all business 

records of the Debtors relating to periods prior to Closing maintained in the ordinary course, 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 18 (Exhibits)
whether in electronic or paper form. In the event business records are maintained in an 

electronic format which may only be reasonably viewed, saved or printed through specialized 

software owned, licensed or otherwise utilized by the Debtors, the Purchaser shall reasonably 

assist the Estate Representative with access to such software for the purposes described herein. 

q. all applications, exhibits, appendices, correspondence, notices, inquires, 

reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Debtors or 

their employees; and 

r. all internal reports, studies, summaries, memoranda and correspondence of 

the Debtors, their employees or consultants pertaining to any matter within the jurisdiction of the 

FAA. 

33. The acquisition of the Debtors' Assets by the Purchaser will be free and clear of all 

Interests pursuant to section 363 of the Bankruptcy Code. No bulk sale law or any similar law of 

any state or other jurisdiction shall apply in any way to the Sale or the transactions contemplated 

thereby.

ACQUISITION OF RAYTHEON AIRCRAFT AND TERMS

34. RACC shall sell to the Purchaser, and the Purchaser shall purchase from RACC the 

Raytheon Aircraft upon the following terms: 

a. As soon as practicable, but by not later than January 20, 2011, the sum of 

$18,700,000 (such amount, as it may be adjusted pursuant to the credits set forth in 

subparagraph e below, the “RACC Purchase Price”) will be deposited into a non-interest 

bearing escrow account (the “Escrow Account”), in accordance with the terms of an escrow 

agreement in form and substance reasonably acceptable to RACC and the Purchaser (the 

"Escrow Agreement"), with the escrow agent to be a recognized title company in Oklahoma 

City, or, with RACC's and the Purchaser's consent, a recognized FAA law firm in Oklahoma 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 19 (Exhibits)
City, selected by RACC that is reasonably satisfactory to the Purchaser. At the reasonable 

request of the Purchaser, RACC will deposit with the escrow agent for the Escrow Account a bill 

of sale for each of the Raytheon Aircraft (the "RACC Bill of Sale"), which shall be in the form 

previously agreed and in accordance with the RACC Letter Agreement. 

b. The Escrow Agreement shall provide that, inter alia, Escrow Agent shall 

release (1) the funds in the Escrow Account to RACC and (2) the Bills of Sale to Purchaser upon 

(i) RACC’s delivery of the previously agreed form of Bill of Sale for each Raytheon Aircraft 

(which will be the only required documentation); and (ii) the Purchaser’s receipt of all necessary 

regulatory approvals from the FAA and DOT (the "Federal Aviation Approvals"). 

c. The Purchaser represents and warrants that (i) the Purchaser is a citizen of 

the United States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required 

by the FAA and DOT, and (ii) it is the Purchaser’s well-founded belief that it shall be entitled to 

register the RACC Aircraft and that it is qualified to obtain and operate the airline as currently 

operated by the Debtors by meeting the statutory and regulatory qualifications necessary to 

obtain the Federal Aviation Approvals. 

d. The Purchaser has paid, will pay, or will cause the Debtors to pay, to 

RACC certain lease rent payments on the Raytheon Aircraft in (i) the amount of $220,500 on or 

before January 6, 2011 (which payment RACC has acknowledged has been made and received), 

and unless and until the RACC Purchase Price has been released from the Escrow Account and 

received by RACC, (ii) the amount of $262,500 on or before January 20, 2011, and (iii) on or 

before each of February 6, March 6, and April 6, 2011 the amount of $525,000. To the extent 

that the RACC Purchase Price being held in the Escrow Account is released and received by 

RACC during any of these periods, the pro rata portion of rent paid for the period following such 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 20 (Exhibits)
escrow release and receipt (using a 30-day month and actual days to the end of the paid period) 

shall be returned to the Purchaser. Any such lease rent payments on the Raytheon Aircraft 

funded by Victory Park shall be funded under the DIP Loan but shall be excluded from the 

$300,000 monthly cap set forth in paragraph 35(c) below. 

e. The entire lease rent payment of $220,500 made on or before January 6, 

2011 and a ratable portion of the other lease rent payments that have been made under the 

immediately preceding subparagraph, using as the basis for that proration, an assumed monthly 

payment of $441,000 (so that, for example, for a full month lease rent payment, 441/525 of that 

payment, if actually made to and retained by RACC, is the ratable portion) shall be credited 

against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to 

RACC. The credit applies only to payments actually made and retained by RACC and shall be 

provided directly to the Purchaser by the escrow agent. 

f. The Purchaser agrees to use all reasonable best efforts to obtain all 

necessary Federal Aviation Approvals as soon as possible. 

g. In any and all events, except as with respect to the last two sentences of 

this subparagraph (which provisions shall survive termination), the arrangements contained in 

this Paragraph 34 will terminate on April 30, 2011, unless the escrow is released and the RACC 

Purchase price is received by RACC on or before April 30, 2011. Upon such termination, the 

Debtors shall comply with all provisions contained in that certain Order Establishing Return 

Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft, entered by 

the Court on December 15, 2010 [D.E. #210], notwithstanding any other provision of this Order. 

Upon such termination, RACC shall have the right to file proofs of claim and/or assert and 

prosecute administrative expense claims in these Chapter 11 Cases. 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 21 (Exhibits)
h. The Debtors, the Purchaser and RACC shall comply in all respects with 

the terms and conditions contained in the RACC Agreements and the Agreed RACC Terms, 

including, without limitation, that all aircraft will be and remain airworthy at all times and in 

good condition and Gulfstream’s engine maintenance program will be current in all respects, 

unless RACC expressly otherwise agrees in writing. 

i. Based upon the agreement of the Debtors, the Committee and RACC, 

upon the release of the RACC Purchase Price from the Escrow Account and its receipt by RACC 

as and when provided above in this Paragraph 34 (the “Escrow Release Date”), the Debtors and 

the Debtors’ estates shall be deemed to have waived, released and discharged, and each of the 

Debtors and the Debtors’ estates do hereby waive, release and discharge, effective as of the 

Escrow Release Date (without the need for any act or action by the Court or any person), any and 

all claims they may hold, or that are held through, or are derivative from or of, the rights or 

interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived, 

released, and discharged, and RACC do hereby waive, release and discharge, effective as of the 

Escrow Release Date (without the need for any act or action by the Court or any person), any 

and all claims that it has against the Debtors and the Debtors’ estates with respect to the RACC 

Agreements prior to and including the Escrow Release Date, specifically including RACC’s right 

to receive (i) any distribution with respect to the RACC Unsecured Claim and (ii) the RACC 

Cure Amount. 

THE CONSIDERATION

35. In consideration of the Sale and the transactions contemplated in the APA, the 

Purchaser shall, at the Closing:

a. Assume, discharge or otherwise satisfy the Debtor-in-Possession postpetition financing (the “DIP Loan”) provided by Victory Park Capital Advisors, LLC, on behalf 

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Page 22 (Exhibits)
of one or more entities for which it acts as investment manager (“Victory Park”), including all 

principal, interest, costs, expenses and fees due on the Closing Date.9

b. Assume, discharge or otherwise satisfy all unpaid and “allowed”10

administrative expense claims pursuant to 11 U.S.C. § 503 arising prior to the date of Closing, 

with the exception of fees and costs sought by professionals retained by the Debtors’ estates 

pursuant to 11 U.S.C. §§ 327, 328, 330 and 1103 (the “Non-Professional Administrative 

Claims”). Purchaser is hereby granted standing to object to Non-Professional Administrative 

Claims before this Court. The Debtors shall seek to establish an administrative claims bar date 

for no later than thirty (30) days after the Closing. 

c. During the period leading up to the Closing, and as limited below, the 

Debtors shall continue to operate in the ordinary course, subject to budgets prepared by the 

Debtors and approved by the Purchaser, Victory Park and the Committee (the “Budget”), which 

Budget shall include a line item for payment of professionals of the Debtors' estates for any 

services performed subsequent to the Sale Hearing and prior to Closing. During the period 

leading up to the Closing, to the extent going-forward expenses exceed going-forward revenues 

in the Budget, Victory Park shall fund up to $300,000 per calendar month (or the pro-rated 

portion thereof during the month of Closing) under the DIP Loan for the purpose of paying 

allowed going-forward administrative expenses. Any amounts for the payment of professionals 

of the Debtors’ estates allocated in the Budget and approved by Victory Park pursuant to this 

9

An amount equal to $765,000 of the DIP Loan shall constitute the deposit required under the Bid Procedures 

Order. 

10 For purposes of this Order, an administrative expense claim shall be deemed allowed if such claim is (i) agreed 

to by the Debtor, Purchaser and the claimant; or (ii) allowed by Order of the Bankruptcy Court, after notice and a 

hearing. 

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Page 23 (Exhibits)
subparagraph shall be deposited into the Professional Expense Escrow (as defined in the 

DIP Order).

d. Satisfy the claim of Shelter Island, in full and final satisfaction, release 

and discharge of any and all claims of Shelter Island against Victory Park, the Purchaser, their 

respective affiliates, the Debtors and the Debtors’ estates. 

e. Except as otherwise provided herein, in full and final satisfaction, release 

and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of 

the Debtors, the Debtors’ estates, the Committee, and the Debtors’ creditors and interest holders 

against Victory Park, the Purchaser and their respective affiliates, the Purchaser shall pay 

$600,000 to the Debtors' estates which shall be deposited in the Debtors' debtor-in-possession 

account not to be disbursed until further Order of the Court. 

f. From the amounts due to it under the DIP Loan, Victory Park shall carve 

out the sum of $100,000 for the benefit of the Debtors’ estates to be used in the discretion of the 

estates’ professionals, earmarked for the prosecution of any and all avoidance actions, objections 

to claims, and any other anticipated litigation, which amount shall be funded in cash and 

deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing subject 

to disbursement by further order of this Court; provided, however, that (i) no avoidance actions 

or other investigation or litigation of any kind or nature shall be brought or instigated by the 

Debtors (or any one of them or any successor thereto), the Debtors’ estates, the Committee or 

any subsequent appointed Chapter 11 or Chapter 7 Trustee against the Purchaser, Victory Park, 

any of their respective affiliates, Shelter Island, RACC, David Hackett, Philip LeFevre, Timothy 

Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no avoidance 

actions shall be commenced or otherwise pursued by the Debtors (or any one of them or any 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 24 (Exhibits)
successor thereto), the Debtors’ estates, the Committee or any subsequent Chapter 11 or Chapter 

7 Trustee against creditors with whom the Purchaser may wish to maintain or establish goingforward business relationships without the prior written consent of the Purchaser, as further 

specified in subparagraphs (g) and (h) below, so as to determine whether it is in the mutual best 

interest of the parties to advance such actions. 

g. Within fourteen days following the entry of this Order, each of the 

Debtors shall provide the Purchaser with a schedule of Transfers (as such term is defined by 

section 101(54) of the Bankruptcy Code) to (i) Insiders (as such term is defined by section 

101(31) of the Bankruptcy Code) within the one year period prior to the Petition Date and to 

(ii) non-Insiders within the ninety day period prior to the Petition Date (collectively, the 

"Transfer Schedules").

h. On or before the one hundred and fiftieth (150th) day subsequent to the 

Closing, the Purchaser shall send a written confirmation to the Debtors, the Committee, or any 

successor, as the case may be, identifying which of the Transfers on the Transfer Schedules may 

not be the subject of an avoidance action because the Purchaser maintains an active business 

relationship with such transferee (the "Confirmation Notice"). Upon receipt of the 

Confirmation Notice from the Purchaser, the Debtors, the Committee, or any successor, as the 

case may be, shall thereafter be authorized but not obligated to commence any avoidance action 

possessed by the Debtors’ estates against any transferee not identified in the Confirmation 

Notice. The Debtors, the Committee, or any successor, as the case may be, may file or otherwise 

pursue an avoidance action solely against those Transfers and transferees not identified by the 

Purchaser in the Confirmation Notice. 

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Joint Application of Gulfstream International Group, Inc. and 

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Page 25 (Exhibits)
i. As set forth in the APA, the Purchaser shall assume, and pay, perform and 

discharge when due, all liabilities and obligations related to or arising from the ownership or 

operation of the Assets, including Designated Contracts, arising after the Closing Date. 

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

36. Except as otherwise provided herein (including, without limitation, with respect to 

the RACC Assignment), the Debtors shall be, and hereby are, authorized, empowered and directed, 

pursuant to section 365 of the Bankruptcy Code, to assume and assign the Designated Contracts to 

the Purchaser upon Closing pursuant to this Order and the APA. 

37. The assumption by the Debtors of the Designated Contracts and the assignment of 

the Designated Contracts to the Purchaser, as provided for herein, is hereby authorized and 

approved subject to the occurrence of the Closing Date under the APA. 

38. Except as otherwise provided herein, at the time of Closing, the Debtors shall 

assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then assign 

and sell to the Purchaser pursuant to sections 365(f) and 363(b), (f) and (m) of the Bankruptcy 

Code, and the Purchaser shall assume and accept from the Debtors, the Designated Contracts. 

39. Except as otherwise set forth herein, the Purchaser will be responsible for the 

payment of all allowed cure claims (“Cure Claims”) in connection with the assumption and 

assignment of the Designated Contracts, pursuant to section 365 of the Bankruptcy Code in 

connection with its acquisition of the Debtors’ Assets, provided that, if the Purchaser effects the 

acquisition of the Raytheon Aircraft as contemplated by this Order, the RACC Cure Amount shall 

be addressed as provided in Paragraph 34.i. of this Order. 

40. With the exception of Designated Contracts subject to one of the Assumption 

Objections (as defined in paragraph F below), and unless otherwise agreed to in writing by the 

Purchaser and any counterparty to a Designated Contract (each, a "Counter-Party" and 

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Page 26 (Exhibits)
collectively, the "Counter-Parties"), the Cure Claims shall equal the cure amounts listed by the 

Debtors in the assumption notice filed with the Court on December 22, 2010 (the "Assumption 

Notice") (D.E. #238). The Cure Claims set forth in the Assumption Notice shall be deemed the 

entire cure obligation of the Debtors and the Purchaser due and owing under section 365 of the 

Bankruptcy Code. The Counter-Parties to the Designated Contracts shall be, and hereby are, 

forever barred and enjoined from raising or asserting future claims against the Purchaser or the 

Debtors based on any Cure Claims or any other claim, obligation or liability arising on or before the 

Closing Date. 

41. With the exception of Designated Contracts subject to one of the 

Assumption Objections (as defined in paragraph F below), the Purchaser has provided adequate 

assurance of future performance under the Designated Contracts insofar as the Purchaser (a) is 

capable of operating the Debtors’ businesses after Closing, and (b) is providing sufficient 

capitalization for the enterprise. Accordingly, the proposed assumption and assignment of the 

Designated Contracts satisfies the requirements of the Bankruptcy Code, including, inter alia, 

sections 365(b)(1) and (3) and 365(f) of the Bankruptcy Code to the extent applicable. 

42. The Debtors, the Purchaser, and the Counter-Parties are hereby authorized to take 

any actions necessary or appropriate to effectuate the payment of the Cure Claims and the 

assumption and assignment of the Designated Contracts. 

43. Upon payment of the applicable Cure Claims as provided herein, all defaults under 

the Designated Contracts shall be deemed cured and the Debtors shall be deemed to have complied 

with sections 365(f)(2)(A) and 365(b)(1)(A) of the Bankruptcy Code. The Designated Contracts 

shall be transferred and assigned to, and following the Closing shall remain valid and binding and 

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Page 27 (Exhibits)
in full force and effect for the benefit of, the Purchaser, and, except as otherwise provided in this 

Order, enforceable in accordance with their respective terms. 

44. Except as otherwise set forth herein, any and all provisions in the Designated 

Contract that prohibit or condition the assignment of such Designated Contract or allow the 

Counter-Party to such Designated Contract to terminate, recapture, impose any penalty, condition 

renewal or extension, or modify any term or condition upon the assignment of such Designated 

Contract constitute unenforceable anti-assignment provisions which are void and of no legal force 

or effect. All other requirements and conditions under sections 363 and 365 of the Bankruptcy 

Code for the assumption by the Debtors and assignment to the Purchaser of each Designated 

Contract have been satisfied and, upon Closing, the Purchaser shall be fully and irrevocably vested 

in all right, title and interest of each Designated Contract, subject to any contrary terms of this 

Order. Upon assignment of the Designated Contracts to the Purchaser, no default shall exist under 

any Designated Contract and no Counter-Party to any Designated Contract shall be permitted to 

declare a default by the Purchaser under such Designated Contract or otherwise take action against 

the Purchaser as a result of any Debtor’s financial condition, bankruptcy or failure to perform any 

of such Debtor’s obligations under any Designated Contract. In addition, there shall be no rent 

accelerations, assignment fees, increases or any other fees charged to the Purchaser or the Debtors 

as a result of the assumption and assignment of the Designated Contracts. 

45. Upon entry of this Order and the assumption and assignment of the Designated 

Contracts, the Purchaser shall be deemed in compliance with all terms and provisions of the 

Designated Contracts. Pursuant to section 365(k) of the Bankruptcy Code, from and after the 

assignment of any Designated Contracts on the Closing Date, neither the Debtors nor their 

bankruptcy estates shall have any liability under any Designated Contracts for breach or otherwise, 

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Page 28 (Exhibits)
and the Debtors and their estates shall be relieved of any liability for any breach of any Designated 

Contracts, in each case occurring after such assignment. The Debtors shall cooperate with, and take 

all actions reasonably requested by, the Purchaser to effectuate the foregoing, as further provided in 

this Order. 

46. Except as otherwise provided herein, each Counter-Party to a Designated Contract 

shall, as of the Closing, be forever barred and enjoined from asserting against the Purchaser, 

Victory Park, their respective affiliates, any of the Assets, the Debtors, the Debtors’ bankruptcy 

estates, or Shelter Island: (a) any assignment fee, default or breach under, claim or pecuniary loss, 

or condition to assignment, arising under or related to the Designated Contracts existing as of the 

Closing or arising by reason of the Closing, if such default was not raised or asserted prior to the 

entry of this Order; or (b) any objection to the assumption and assignment of such Counter-Party's 

Designated Contract. The assignment of a Designated Contract to the Purchaser will not cause a 

default or otherwise allow the Counter-Party thereto to terminate or adversely affect the Debtors’ or 

the Purchaser’s rights thereunder.

47. Notwithstanding anything to the contrary herein, at any time and from time to time 

on or before Closing, except with respect to the RACC Assignment, the Purchaser may, by written 

notice to the Debtors, amend the list of Designated Contracts to add or remove any Contract which 

it desires to constitute a Designated Contract (and thereafter such Contract shall constitute a 

Designated Contract under this Order and the APA) or remove any Contract which it desires to 

constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded Contract 

under this Order and the APA). The Purchaser shall be required to pay any Cure Claim related to a 

Contract ultimately designated by the Purchaser as a Designated Contract as provided herein. The 

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Page 29 (Exhibits)
Purchaser shall not be required to make any payments for Cure Claims or any other amounts for a 

Contract ultimately designated by the Purchaser as an Excluded Contract.

48. Notwithstanding anything to the contrary herein, at any time and from time to time 

on or before the ninetieth (90th) day after Closing, the Purchaser may designate one or more 

Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to 

any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects to 

the assumption and assignment of the Discovered Contract, Purchaser shall direct the Debtors or 

their successors, as the case may be, to file the appropriate motion or other necessary filings with 

the Bankruptcy Court for the assumption and assignment of all Discovered Contracts objected to by 

any Counter-Party. 

49. Victory Park shall fund under the DIP Loan any allowed administrative expenses 

that the Debtors incur under a Contract during the period prior to the date the Purchaser designates 

such Contract as a Designated Contract or an Excluded Contract. 

50. Any Excluded Contract as set forth herein shall be subject to rejection by the 

Debtors under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded 

Contract ultimately rejected by the Debtors shall have a period of thirty (30) days after such 

rejection to file a rejection damage claim related thereto. 

51. The Purchaser shall have the right, in its sole discretion, to direct the Debtors to 

assume and assign to the Purchaser any one or more schedules, appendices, annexes or other 

attachments to any Designated Contract as directed by the Purchaser, in its sole discretion, to the 

extent permitted by applicable law. Any such schedules, appendices, annexes or other attachments 

to any contract that are so assumed and assigned shall be Designated Contracts. 

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Page 30 (Exhibits)
52. With respect to any lease of real property, airport lease or similar lease, the 

Purchaser shall have a general license to enter, possess and/or use the premises subject to the terms 

of such lease until the date the Purchaser designates such lease as a Designated Contract or an 

Excluded Contract.

53. Any assumption and assignment of any executory contracts wherein the United 

States Government is the counter-party to such contract shall require the consent of the United 

States Government. To the extent that the Debtors’ contract with CSC Applied Technologies LLC 

is designated by the Purchaser as a Designated Contract, any changes to the terms and conditions of 

that contract shall require the consent of the United States. 

54. Notwithstanding anything to the contrary in this Order or the APA, the 

Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to the 

Purchaser subject to (and not free and clear of) any setoff and recoupment rights of the participants 

other than the Debtors in the Clearinghouses (as hereinafter defined) against such accounts 

receivable enforceable under applicable law, subject to the provisions of section 553 of the 

Bankruptcy Code; provided, however, nothing in this Order shall constitute a release or waiver of 

any right of the Debtors or the Purchaser to object to or otherwise challenge any Clearinghouse 

participant’s claim (as that term is defined in section 101(5) of the Bankruptcy Code) or its 

eligibility for setoff or recoupment under applicable non-bankruptcy law. For purposes of this 

Order, the term “Clearinghouse Receivables” means amounts owing to the Debtors from other 

Clearinghouse participants based on ordinary course transactions (including interline passenger, 

interline freight, non-transportation and Universal Air Travel Plan transactions) subject to 

settlement through the Airlines Clearing House, Inc. (“ACH”) and/or the International Air 

Transport Association Clearing House (the “IATA Clearing House” and together with ACH, 

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Page 31 (Exhibits)
collectively, the “Clearinghouses”), pursuant to the agreements, rules, and regulations governing 

the Clearinghouses. To the extent that the offsets and reconciliation processes affecting the 

Clearinghouse Receivables result in net amount(s) owing by the Debtors, the Purchaser shall 

assume, discharge or otherwise satisfy such Non-Professional Administrative Claims as provided 

for in paragraph 35(b) above. 

CONSULTANT

55. If requested by the Purchaser prior to Closing, the Debtors shall retain a consultant 

or advisor acceptable to the Purchaser (the “Consultant”), who shall have the authority to advise 

and consult the Debtors with respect to the Debtors’ financial and operational affairs and all other 

aspects of the Debtors’ businesses, in each case to the extent such actions would not impair the 

transfer or approval of any necessary FAA, DOT or other governmental regulatory permits, 

consents, licenses, franchises, notice, orders, registrations, certifications or authorizations necessary 

to operate the business. The Consultant shall work with the Debtors’ management, the Purchaser 

and RACC to ensure that all going forward operations comply with FAA, DOT and any other 

governmental regulations. The tenure and other terms of retention of the Consultant shall be 

acceptable to the Purchaser. Victory Park shall fund under the DIP Loan any fees and expenses 

charged by the Consultant, and such fees and expenses shall be excluded from the $300,000 

monthly cap set forth in paragraph 35(c) above.

CLOSING

56. Closing of the Sale shall be subject to and conditioned upon the following (the 

“Closing”):

a. Execution of the APA; 

b. The occurrence of all conditions precedent set forth in the APA; and 

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Page 32 (Exhibits)
c. The Purchaser’s acquisition of all permits, consents, licenses, franchises, 

notice, orders, registrations, certifications and authorizations, issued by any governmental entity, 

including, without limitation the Federal Aviation Approvals, necessary to operate the business. 

57. Notwithstanding the foregoing, immediately upon the Purchaser’s receipt of the 

Federal Aviation Approvals, then RACC shall sell to the Purchaser, and the Purchaser shall 

(a) purchase from RACC, the Raytheon Aircraft (irrespective of whether the “Closing” has 

occurred or is occurring, or of any other condition) and (b) direct the escrow agent of the Escrow 

Account to release the RACC Purchase Price to RACC, and, simultaneous with the release of the 

RACC Purchase Price from the Escrow Account and its receipt by RACC, the RACC Assignment 

shall be deemed to be simultaneously effective, without any act or action by the Court or any 

person.

NOW THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED THAT: 

A. The relief requested in the Sale Motion is GRANTED in its entirety, subject to the 

terms and conditions set forth herein. 

B. The Sale of the Assets to the Purchaser as contemplated herein and in the APA, 

the RACC Assignment and all of the transactions contemplated thereby, and the acquisition of 

the Raytheon Aircraft as provided in this Order, are hereby approved in all respects. The 

Debtors and the Purchaser are authorized and directed to execute and consummate an asset 

purchase agreement, substantially in the form of the APA attached hereto as Exhibit A, and take 

any and all additional actions as may be necessary or appropriate to effectuate the Sale. RACC 

has agreed to execute the Escrow Agreement and to create and deliver a RACC Bill of Sale for 

each Raytheon Aircraft, as provided above.

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Page 33 (Exhibits)
C. Gulfstream International Acquisition Co., LLC is the Back-Up Bidder and shall 

be bound by the Bid Procedures Order and this Order until closing with the Purchaser.

D. This Order shall be binding upon all creditors and other parties in interest in these 

cases, their respective successors and assigns (including, without limitation, any subsequently 

appointed chapter 7 trustee or examiner with expanded powers), from the date of its approval by 

the Court. 

E. The consideration provided by the Purchaser for the Assets, and including, 

without limitation, with respect to the acquisition of the Raytheon Aircraft, constitutes 

reasonably equivalent value and fair consideration under the Bankruptcy Code and under the 

laws of the United States, any state, territory, possession, or the District of Columbia. Such 

consideration is fair and reasonable, and neither the Sale nor the transactions contemplated 

thereby may be avoided under section 363(n) of the Bankruptcy Code. 

F. With the exception of objections to the assumption and assignment of certain 

executory contracts that were filed before the Sale Hearing (the “Assumption Objections”),11 all 

objections to the Sale or the relief sought by the Debtors in connection therewith, if any, that 

have not been withdrawn, waived or settled, and all reservations of rights included therein, 

including, but not limited to, the SAH-VUL Objection and the Taglich Joinder, are deemed 

overruled on the merits and denied with prejudice. The Assumption Objections shall be set for 

hearing by the Court, to the extent necessary, upon the Debtors’ filing of a certificate of 

contested matter.

11 The Assumption Objections are as follows: (i) Richard Bulow [D.E. #275]; (ii) Palm Beach County [D.E. #276]; 

(iii) Gulfstream Air Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA 

Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of Pennsylvania, Inc., 

CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance Company [D.E. #267]; and (vi) United 

States [D.E. #278].

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Page 34 (Exhibits)
G. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are authorized, 

directed and empowered to fully assume, perform under, consummate and implement the Sale 

and to execute all additional instruments and documents that may reasonably be necessary or 

desirable to effectuate the spirit, letter and intention of the Sale and the transactions 

contemplated thereby, including, without limitation, the APA, the RACC Assignment and the 

acquisition of the Raytheon Aircraft, and to take all further actions as may be reasonably 

requested for the purposes of assigning, transferring, conveying and conferring the Assets to the 

Purchaser. 

H. Pursuant to section 363(f) of the Bankruptcy Code, the Sale of the Assets to the 

Purchaser under the terms of this Order is and shall be free and clear of all Interests of every kind 

and nature, and except as otherwise provided herein, such Interests, if any, shall attach to the 

proceeds of the Sale pending further order of this Court. 

I. Except as otherwise provided in this Order and, with respect to professional fees 

due to the professionals retained in these cases pursuant to section 327 of the Bankruptcy Code, 

the Order Amending and Supplementing Third Interim Order Authorizing Debtors’ Continued 

Use of Cash Collateral [D.E. 237] [D.E. #283], all persons and entities, including, 

governmental, tax and regulatory authorities, lenders, trade and other creditors holding interests 

or claims of any kind or nature whatsoever against the Debtors or their assets (whether legal or 

equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, liquidated 

or unliquidated, senior or subordinated), arising under or out of, in connection with or in any way 

relating to, the Debtors, the Assets or the operations of the Debtors’ businesses prior to the 

Closing (or, in the case of the Raytheon Aircraft, the earlier release of the RACC Purchase Price 

from the Escrow Account and its receipt by RACC (each, for the purpose of the relevant 

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Page 35 (Exhibits)
transaction, the “Closing Date”), are forever barred, estopped, and permanently enjoined from 

asserting against the Purchaser, Victory Park, their respective affiliates, successors or assigns, 

property, the Assets, RACC or Shelter Island such persons’ or entities’ interests or claims. 

Without limiting the scope of the foregoing, all utilities or entities that provide or have provided 

water, electricity, gas, oil, telephone and similar services in respect of the Assets shall be 

enjoined and prohibited from interrupting, canceling or terminating such services from and after 

the Closing Date as a result, directly or indirectly, of claims against the Debtors, including for 

unpaid charges, provided, however, that nothing herein shall excuse the Purchaser from its 

obligations under this Order and the APA. 

J. Except as otherwise expressly provided herein, none of the Purchaser, Victory 

Park, their respective affiliates, Shelter Island, or RACC shall have any liability or responsibility 

for any liability or other obligation of the Debtors arising under or related to the Assets. Without 

limiting the generality of the foregoing, and except as otherwise specifically provided herein, to 

the maximum extent allowed by law, none of the Purchaser, Victory Park, their respective 

affiliates, Shelter Island, or RACC shall be liable for any claims against the Debtors or any of 

their predecessors or affiliates, and the Purchaser shall have no successor or vicarious liabilities 

of any kind or character including, but not limited to, any such liability that may be imposed by 

statute (e.g., under so-called “bulk sale” laws) or any theory of antitrust, environmental, 

successor or transferee liability, labor law, de facto merger, or substantial continuity, whether 

known or unknown as of the date of entry of this Order, now existing or hereafter arising, 

whether fixed or contingent, with respect to the Debtors or any obligations of the Debtors arising 

prior to the Closing, including, but not limited to, liabilities on account of any taxes arising, 

accruing, or payable under, out of, in connection with, or in any way relating to the operation of 

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Page 36 (Exhibits)
the Assets prior to the Closing, provided, however, that nothing herein shall excuse the Purchaser 

from its obligations under this Order and the APA. 

K. To the fullest extent authorized under applicable law, under no circumstances 

shall the Purchaser be deemed a successor of or to the Debtors for any Interests or causes of 

action against or in the Debtors or the Assets of any kind or nature whatsoever. Except as 

otherwise provided in this Order, the sale, transfer, assignment and delivery of the Assets shall 

not be subject to any Interests or causes of action, and the excluded liabilities shall remain with, 

and continue to be obligations of, the Debtors (subject to any and all rights and defenses of the 

Debtors with respect thereto, as debtors-in-possession under the Bankruptcy Code or otherwise). 

Except as otherwise provided in this Order, all persons holding Interests or causes of action, 

against or in the Assets of any kind or nature whatsoever are forever barred, estopped, and 

permanently enjoined from asserting, prosecuting, or otherwise pursuing such Interests or causes 

of action of any kind or nature whatsoever against the Purchaser, Victory Park, their respective 

affiliates, property, successors and assigns, or the Assets, as an alleged successor or otherwise, 

with respect to any Interests or causes of action of any kind or nature whatsoever that such 

parties had, has, or may have against the Debtors, their estates, the Purchaser, Victory Park, their 

respective affiliates, Shelter Island, their officers, directors, shareholders, or the Assets. 

Following the entry of this Order, no holder of any Interests or causes of action in the Debtors 

shall interfere with the Purchaser’s title to or use and enjoyment of the Assets based on or related 

to such Interests or any actions that the Debtors may take or have taken in their Chapter 11 cases, 

provided, however, that nothing herein shall excuse the Purchaser from its obligations under this 

Order and the APA, the RACC Assignment or any other agreement or provision providing for or 

relating to the acquisition of the Raytheon Aircraft.

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Page 37 (Exhibits)
L. If any person or entity that has filed financing statements, mortgages, mechanic’s 

liens, lis pendens, or other documents or agreements evidencing liens, claims, interests or 

encumbrances in the Assets shall not have delivered to the Debtors prior to the Closing, in proper 

form for filing and executed by the appropriate parties, termination statements, instruments of 

satisfaction, releases of all Interests which the person or entity has with respect to the Assets, 

then, following the Closing Date, (a) the Debtors are authorized to execute and file such 

statements, instruments, releases, and other documents on behalf of the person or entity with 

respect to the Assets, and (b) the Purchaser is authorized to file, register, or otherwise record a 

certified copy of this Order which, once filed, registered, or otherwise recorded, shall constitute 

conclusive evidence of the release of all Interests in the Assets of any kind or nature whatsoever. 

M. To the greatest extent available under applicable law and except as otherwise 

provided herein, the Purchaser shall be authorized, as of the Closing Date, to operate under any 

license, permit, registration and governmental authorization or approval of the Debtors with 

respect to the Assets, and all such licenses, permits, registrations and governmental 

authorizations and approvals are deemed to have been, and hereby are, directed to be transferred 

to the Purchaser as of the Closing Date. 

N. Except as otherwise provided herein, all of the Debtors’ interests in the Assets to 

be acquired by the Purchaser under the APA shall be, as of the Closing Date and upon the 

occurrence of the Closing, transferred to and vested in the Purchaser. Upon the occurrence of the 

Closing and except as otherwise provided herein, this Order shall be considered and constitute 

for any and all purposes a full and complete general assignment, conveyance and transfer of the 

Assets acquired by the Purchaser under the APA and/or a bill of sale or assignment transferring 

good and marketable, indefeasible title and interest in the Assets to the Purchaser. 

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Page 38 (Exhibits)
O. This Order: (a) is and shall be effective as a determination that, on the Closing 

Date, all Interests existing against the Assets before the Closing Date, have been unconditionally 

released, discharged and terminated (with such Interests to attach to the proceeds of the Sale, to 

the extent applicable or to continue in the Debtors’ other assets, if any, that do not comprise a 

part of the Assets subject of the Sale, as provided for herein), and that the conveyance of the 

Assets has been effected; and (b) is and shall be binding upon and govern the acts of all entities 

including, without limitation, all filing agents, filing officers, title agents, title companies, 

recorders of mortgages, registrars of deed, registrars of patent, trademark or other intellectual 

property, local, state and federal regulatory boards, administrative agencies, governmental 

departments (other than as set forth in paragraph Q below), secretaries of federal, state and local 

officials, and all other persons and entities who may be required by operation of law, the duties 

of their offices, or contract, to accept, file, register or otherwise record or release any documents 

or instruments, or who may be required to report or insure any title or state of title in or to the 

Assets. 

P. Effective as of the Escrow Release Date (without the need for any act or action by 

the Court or any person), the Debtors, their estates, affiliates, officers and directors on behalf of 

themselves, their estates, or any other person or entity that could assert a claim through them or a 

claim that is in any way derivative of their interests, or any creditor of Debtors hereby release, 

and shall be forever barred, estopped and permanently enjoined from asserting, prosecuting or 

otherwise pursuing against, RACC, together with its past, present or future officers, directors, 

employees agents, and professionals, any and all claims, demands, obligations, damages, 

controversies, suits, liabilities, actions, causes of action, judgments, executions, garnishments or 

debts of any kind whatsoever, whether known or unknown, accrued or not accrued, direct or 

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Page 39 (Exhibits)
indirect, liquidated or unliquidated, in law or in equity, arising from or related to the Debtors, the 

Debtors’ estates, the Raytheon Aircraft or any RACC agreement. The mutual releases provided 

above in Paragraph 34.i. are hereby approved. 

Q. Notwithstanding anything to the contrary herein, the setoff and recoupment rights 

of the United States of America as set forth in that certain Order Granting Debtors’ Motion for 

an Order Approving Stipulation for Adequate Protection between Debtors and the United States

(the "Adequate Protection Order") [D.E. #234] shall not be impaired by the Sale, including 

without limitation, the assumption by the Purchaser of the administrative expense claim 

referenced in the Adequate Protection Order. 

R. Each and every federal, state, and local governmental agency or department is 

directed to accept any and all documents and instruments necessary and appropriate to 

consummate the transactions contemplated by the Sale. 

S. This Court shall retain jurisdiction even after the closing of the Chapter 11 Cases 

to:

a. interpret, implement, and enforce the terms and provisions of this Order, 

the Bid Procedures Order, the APA, all amendments thereto and any 

waivers or consents thereunder and each of the agreements executed in 

connection therewith in all respects; 

b. decide any disputes concerning this Order, the APA, or the rights and 

duties of the parties hereunder or thereunder or any issues relating to the 

APA and this Order including, but not limited to, the interpretation of the 

terms, conditions and provisions hereof and thereof, the status, nature and 

extent of the Assets and any Designated Contracts and all issues and 

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Page 40 (Exhibits)
disputes arising in connection with the relief authorized herein, inclusive 

of those concerning the transfer of the Assets free and clear of all 

Interests; 

c. protect the Purchaser, any of the Designated Contracts or Assets against 

any Interests as provided herein including, without limitation, to enjoin the 

commencement or continuation of any action seeking to impose successor 

liability or bulk sale liability; 

d. enter Orders in aid or furtherance of the transactions contemplated by the 

APA or to ensure the peaceful use and enjoyment of the Designated 

Contracts or the Assets by the Purchaser; 

e. compel delivery of all Assets to the Purchaser; 

f. adjudicate any and all remaining issues concerning the Debtors’ right and 

authority to assume and assign the Designated Contracts and the rights and 

obligations of the Debtors and the Purchaser with respect to such 

assignment and the existence of any default under any such Designated 

Contract;

g. adjudicate any and all disputes concerning alleged pre-Closing Interests in 

and to the Assets including without limitation the extent, validity, 

enforceability, priority, and nature of any and all such alleged Interests; 

h. adjudicate any and all disputes relating to the Debtors’ right, title, or 

interest in the Assets and the proceeds thereof; 

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Page 41 (Exhibits)
i. re-open the Debtors’ Chapter 11 Cases to determine any of the foregoing; 

provided, however, in the event the Court abstains from exercising or 

declines to exercise such jurisdiction or is without jurisdiction with respect 

to the Sale or this Order, such abstention, refusal, or lack of jurisdiction 

shall have no effect upon, and shall not control, prohibit, or limit the 

exercise of jurisdiction of any other court having competent jurisdiction 

with respect to any such matter; 

j. adjudicate any and all disputes relating to the Purchaser's acquisition of 

the Raytheon Aircraft; 

k. hear, determine and adjudicate any claims asserted against the Debtors, 

their estates or the Purchaser seeking administrative expenses status; and 

l. give effect or enforce any prior interim orders on use of cash collateral or 

otherwise.

T. Nothing contained in any orders previously entered in the Chapter 11 Cases shall 

conflict with or derogate from the provisions of this Order.

U. The Purchaser is a purchaser in good faith within the meaning of section 363(m) 

of the Bankruptcy Code and the Purchaser, the Debtors, and RACC are entitled to all of the 

protections afforded by such section. Without limiting the foregoing, in the absence of a stay 

pending appeal, if the Purchaser elects or is required to close at any time after the entry of this 

Order, or otherwise substantially consummates the transaction contemplated hereunder, then the 

Purchaser shall be entitled to the protections of section 363(m) of the Bankruptcy Code if this 

Order or any authorization contained herein is reversed or modified on appeal. In particular, and 

without limiting the foregoing, reversal or modification on appeal of the authorization provided 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 42 (Exhibits)
herein to consummate the Sale shall not affect the validity of the Sale of the Assets to the 

Purchaser or any transaction executed in connection therewith, including, without limitation, the 

acquisition of the Raytheon Aircraft, unless such authorization is duly stayed pending such 

appeal. None of the Purchaser, Victory Park, their respective affiliates, the Debtors, RACC or 

Shelter Island has violated section 363(n) by any action or inaction, and the Sale and the 

transactions contemplated thereby do not violate the provisions of section 363(n) of the 

Bankruptcy Code. 

V. The terms and provisions of this Order, shall be binding in all respects upon the 

Debtors, their estates, and their creditors, the Purchaser and any affiliates or assignees, and their 

successors or affected third parties, including any Chapter 11 trustee hereinafter appointed for 

the Debtors’ estates, any trustee appointed in a Chapter 7 case if these cases are converted from 

Chapter 11, and all parties asserting any Interests in the Debtors’ estates or the Assets to be sold 

to the Purchaser pursuant to this Order. The Sale and the transactions contemplated thereby and 

hereby, including, without limitation, the acquisition of the Raytheon Aircraft, shall be 

enforceable by specific performance against and shall be binding upon and not subject to 

rejection or avoidance by the Debtors, the Committee or any subsequently appointed trustee. 

W. All persons or entities, presently or on or after the Closing Date with access to or 

in possession or control of some or all of the Assets are directed to provide access to and 

surrender possession of the Assets to the Purchaser on the Closing Date or at such time thereafter 

as the Purchaser may request. 

X. The provisions of this Order are non-severable and mutually dependent. 

Y. Nothing in any order of this Court or contained in any plan of reorganization or 

liquidation confirmed in the Chapter 11 Cases, or in any subsequent or converted cases of the 

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Page 43 (Exhibits)
Debtors under chapter 7 or chapter 11 of the Bankruptcy Code, shall conflict with or derogate 

from the Sale, the provisions of the APA or the terms of this Order. 

Z. Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, this Order shall be 

effective and enforceable immediately upon entry and its provisions shall be self-executing. In 

the absence of any person or entity obtaining a stay pending appeal, the Debtors and the 

Purchaser are free to close under the APA at any time, subject to the terms of the APA. If, in the 

absence of any person or entity obtaining a stay pending appeal, the Debtors and the Purchaser 

close under the APA, the Purchaser shall be deemed to be acting in “good faith” and shall be 

entitled to the protections of Bankruptcy Code § 363(m) as to all aspects of the transactions 

under and pursuant to the APA if this Order or any authorization contained herein is reversed or 

modified on appeal. 

AA. This Order and the rights and obligations set forth herein shall survive any 

conversion or dismissal of the Chapter 11 Cases or any one of them, and this Court shall retain 

jurisdiction as set forth above. 

BB. The Sale, the APA and any related agreements, documents or other instruments 

may be modified, amended, or supplemented by the parties thereto, in a writing signed by both 

parties, but insofar as it directly involves or affects the Raytheon Aircraft, only with the consent 

of RACC, and in accordance with the terms thereof, without further order of the Court, provided 

that any such modification, amendment or supplement does not have a material adverse effect on 

the Debtors’ estates. 

CC. The failure specifically to include any particular provisions of the Sale or the 

APA in this Order shall not diminish or impair the effectiveness of such provisions, it being the 

intent of the Court that the Sale be authorized and approved in its entirety. 

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Page 44 (Exhibits)
DD. Time is of the essence in closing the Sale and the transactions contemplated 

thereby. Accordingly, there is cause to lift the stays contemplated by Bankruptcy Rules 

6004 and 6006, and this Order is immediately effective and enforceable. 

# # # 

Submitted by:

James Harris Fierberg, Esq. 

Akerman Senterfitt 

One Southeast Third Avenue 

Miami, FL 33131 

Tel: 305.982.5678 

Fax: 305.374.5095 

Email: james.fierberg@akerman.com

Copies to: 

James Harris Fierberg, Esq. 

(Attorney Fierberg is directed to mail a conformed copy of this Order, immediately upon receipt, 

to all parties in interest.)

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Page 45 (Exhibits)
ASSET PURCHASE AGREEMENT 

by and among 

GULFSTREAM INTERNATIONAL GROUP, INC. AND ITS SUBSIDIARIES, 

AS SELLER, 

and

VPAA CO., 

AS BUYER 

Dated as of January ___, 2011 

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Page 46 (Exhibits)
ASSET PURCHASE AGREEMENT 

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of 

January ___, 2011 (the “Agreement Date”), is made by and among Gulfstream International 

Group, Inc., a Delaware corporation (“Parent”) and its subsidiaries set forth on the signature 

page hereto (the “Subsidiaries” and collectively with the Parent, “Seller”) and VPAA Co., a 

Delaware corporation, (the “Buyer”). Capitalized terms used in this Agreement are defined in 

Article 1 hereof or in the Sale Order. 

BACKGROUND INFORMATION

WHEREAS, on November 4, 2010 (the “Petition Date”), Seller filed a voluntary petition 

for relief under the Bankruptcy Code in the Bankruptcy Court in the Southern District of Florida, 

Ft. Lauderdale Division, jointly administered under Case No. 10-44131-BKC-JKO (the 

“Bankruptcy Case”);

WHEREAS, Seller holds Certificates of Public Convenience and Necessity issued by the 

United States Department of Transportation, and an Air Carrier Certificate issued by the Federal 

Aviation Administration and pursuant to these certificates, it conducts scheduled and charter 

passenger and cargo operations within the United States and between the United States and 

various foreign destinations (the “Business”); 

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer 

desires to purchase from Seller, and Seller desires to sell to Buyer, the Acquired Assets, in a sale 

authorized by the Bankruptcy Court free and clear of all Liens, claims and other interests 

pursuant to, inter alia, Sections 105, 363, and 365 of the Bankruptcy Code; 

WHEREAS, it is intended that the acquisition of the Acquired Assets would be 

accomplished through the sale, transfer and assignment of the Acquired Assets by Seller to 

Buyer;

WHEREAS, Buyer also desires to assume, and Seller desires to assign and transfer to 

Buyer, the Assumed Liabilities; 

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NOW, THEREFORE, in consideration of the foregoing and their respective 

representations, warranties, covenants and undertakings herein contained, and other good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and 

Buyer hereby agree as follows: 

ARTICLE 1 

DEFINITIONS 

1.1 Certain Terms Defined. As used in this Agreement, the following terms shall 

have the following meanings: 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly 

controlling, controlled by or under direct or indirect common control with such first Person 

where “control” means the possession, directly or indirectly, of the power to direct or cause the 

direction of the management policies of a Person, through the ownership of voting securities, by 

contract, as trustee, executor or otherwise. 

“Assumption Schedule” means that certain Seller’s Notice of Filing of Assumption 

Schedule, filed on December 22, 2010, as Docket Entry #238. 

 “Avoidance Actions” mean all actions or causes of action provided by and arising under 

Chapter 5 of the Bankruptcy Code, including, but not limited to, actions arising under 

Sections 510, 542 through 550 inclusive and 553 of the Bankruptcy Code or under similar state 

laws, including fraudulent transfer and preference claims. 

“Bankruptcy Code” means Title 11 of the United States Code. 

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District 

of Florida, Fort Lauderdale Division, or such other court having jurisdiction over the Bankruptcy 

Case originally administered in the United States Bankruptcy Court of the Southern District of 

Florida.

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“Business Day” means any day other than Saturday, Sunday and any day that is a legal 

holiday or a day on which banking institutions in Florida are authorized by Law or other 

Government action to close. 

“Business Records” means all books, files and records to the extent they apply 

exclusively to the Acquired Assets, including customer lists, historical customer files, reports, 

plans, data, accounting and tax records, test results, product specifications, drawings, diagrams, 

training manuals, engineering data, safety and Environmental Reports and documents, 

maintenance schedules, operating and production records, inventory records, business plans, and 

marketing and all other studies, documents and records but excluding any Retained Books and 

Records. 

“Claims” means all claims as defined in Section 101(5) of the Bankruptcy Code. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the Official Committee of unsecured creditors appointed by the 

Office of the United States Trustee as indicated in Docket Entry No. 94 in the Bankruptcy Case. 

“Consent” means any consent, approval, authorization, qualification, waiver or 

notification of a Government or third party. 

“Contract” means any written or oral contract, agreement, license, sublicense, lease, 

sublease, mortgage, instruments, guaranties, commitment, understanding, undertaking or other 

similar arrangement, whether express or implied. 

“Cure Claims” means the amount necessary to cure Claims relating to Designated 

Contracts under Section 365 of the Bankruptcy Code. 

“Designated Contract” means those certain executory contracts and unexpired leases to 

be assumed by Seller and assigned to Buyer pursuant to Sections 363 and 365 of the Bankruptcy 

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Code (as designated by Buyer herein), including, without limitation, all written or oral contracts, 

agreements, licenses, sublicenses, leases, subleases, mortgages, instruments, guaranties, 

commitments, understandings, undertakings or similar arrangements, whether express or 

implied. 

“DIP Lender” means Victory Park Capital Advisors, LLC, on behalf of one or more 

entities for which it acts as investment manager. 

“DIP Loan” means that certain Letter Agreement, dated November 3, 2010, among 

Seller and DIP Lender, pursuant to which DIP Lender agreed to loan to Seller an amount up to 

$5,000,000.00, as approved by the DIP Order, and all obligations outstanding thereunder. 

“DIP Order” means the Order dated November 10, 2010 entered as Docket Entry # 75 in 

the Bankruptcy Case. 

“Discovered Contracts” means those executory contracts or unexpired leases that Seller 

did not expressly disclose to Buyer prior to Closing or that Seller did not set forth in the 

Assumption Schedule. 

“DOT” means the United States Department of Transportation. 

“DOT Certificates” means those DOT certificates of public convenience and necessity 

issued under 49 U.S.C. § 41102 under which Seller is authorized to engage in scheduled and 

charter interstate and foreign air transportation together with (i) any and all exemption authority 

granted to Seller under such certificates for the operation of Beechcraft 1900D aircraft in 

common carriage service and (ii) any and all written correspondence, documents, files, records, 

and materials relating to such certificates or authority. 

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“Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in 

ERISA § 3(3)) and any other material employee benefit plan, program or arrangement of any 

kind maintained, sponsored or contributed to by Seller. 

“Environmental Laws” means all currently existing and future federal, state, provincial, 

municipal, local and foreign statutes, ordinances, rules, orders, regulations, remediation 

standards, and other provisions having the force of law for protection of the environment, 

including the federal Comprehensive Environmental Response, Compensation and Liability Act 

of 1980, 42 U.S.C. Sec. 9601 et seq., as amended, the federal Resource Conservation and 

Recovery Act, 42 U.S.C. Sec. 6901 et seq., as amended, and related state statutes.

“Environmental Reports” means any environmental sampling or report performed 

specifically to test compliance with any Environmental Laws, and any and all Phase I or II 

environmental assessments, in each case which Seller has received from an un-Affiliated third 

party within the last three (3) years with respect to the Leased Real Property; provided, 

Environmental Reports shall not include any safety, health and environmental audit reports, or 

internal investigation reports, prepared under the direction of Seller’s legal department and 

privileged under the attorney-client privilege, attorney work-product privilege, or state or federal 

environmental self-auditing privilege or policy.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

“Excluded Contracts” means those agreements of Seller selected by Buyer not to be 

assumed and assigned pursuant to Bankruptcy Code §§ 363 and 365. 

“FAA” means the United States Federal Aviation Administration. 

“FAA Certificates” means the air carrier certificates and operations specifications issued 

by the FAA under 14 C.F.R. Parts 119 and 121, authorizing Seller to operate Beechcraft 1900D 

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aircraft in common carriage service under the Federal Aviation Regulations together with (i) all 

related approvals, and (ii) any and all written correspondence, documents, files, records, and 

materials relating to such certificates, specifications or authority. 

“FCC” means the United States Federal Communications Commission. 

“FCC Licenses” means those licenses issued by the FCC to Seller and transferrable to 

Buyer, with or without obtaining the consent of any Government. 

“Federal Aviation Regulations” means the regulations set forth at Title 14 of the Code 

of the Federal Regulations – Aeronautics and Aerospace, Parts 1 through 199, as well as the 

applicable orders, advisory circulars, and airworthiness directives issued by the FAA.

“Final Order” or “Final Orders” means any order of a Government, the Bankruptcy 

Court or other court of competent jurisdiction after all opportunities for rehearing, reargument, 

petition for certiorari and appeal are exhausted or expired and any requests for rehearing have 

been denied, and that has not been revised, stayed, enjoined, set aside, annulled, reversed, 

remanded, modified or superseded, with respect to which any required waiting period has 

expired, and as to which all conditions to effectiveness prescribed therein or otherwise by law or 

order have been satisfied; provided, however, that no order shall fail to be a Final Order solely 

because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil 

Procedure or Bankruptcy Rule 9024 may be filed with respect to such order. In the case of the 

Sale Order, a Final Order shall also consist of an order as to which an appeal, notice of appeal or 

motion for rehearing or new trial has been filed but as to which Buyer, in its sole discretion, 

elects to proceed with Closing. 

“GAAP” means generally accepted accounting principles. 

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“Government” means any agency, division, subdivision, audit group, procuring office or 

governmental or regulatory authority or any adjudicatory body thereof, of the United States, any 

state thereof or any foreign government. 

“Hazardous Materials” means and includes any hazardous or toxic substance or waste or 

any contaminant or pollutant regulated under Environmental Laws, including, but not limited to, 

“hazardous substances” as currently defined by the Federal Comprehensive Environmental 

Response Compensation and Liability Act of 1980, as amended, “hazardous wastes” as currently 

defined by the Resource Conservation and Recovery Act, as amended, natural gas petroleum 

products or byproducts and crude oil.

“Improvements” means the buildings, improvements and structures now existing on the 

Real Property or demised under the Real Estate Leases, but only to the extent such buildings, 

improvements and structures constitute fixtures under applicable law. 

“Knowledge of Seller”, “Seller’s Knowledge” or any other similar term or knowledge 

qualification means the actual knowledge of David Hackett and Thomas McFall. 

“Laws” means applicable Federal and state statutes and laws.

“Legal Requirements” means any law, statute, ordinance, code, rule, regulation, 

municipal by-law, standard, or judicial, arbitral, administrative, ministerial, departmental or 

regulatory judgment, decree, writ, ruling, award, injunction, decision, order, policy or other 

requirement of any Government. 

“Lien” means any mortgage, pledge, charge, security interest, encumbrance, lien 

(statutory or other) or conditional sale agreement. 

“Material Adverse Effect” means a state of facts, event, change or effect that results in a 

material adverse effect on the combined operations and value of the Acquired Assets, taken as a 

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whole; provided, that none of the following shall be deemed to be or to constitute a Material 

Adverse Effect, or be taken into account when determining whether there has been a Material 

Adverse Effect: 

(i) any change after the date of this Agreement resulting from or attributable to any 

conditions or changes generally affecting the economy, or the credit, financial or securities 

markets of the United States or elsewhere in the world; 

(ii) any change after the date of this Agreement resulting from or attributable to 

conditions or changes affecting the industry in which Seller conducts business; 

(iii) any change resulting from or attributable to the taking of any action specifically 

required by this Agreement or taken at the request of Buyer made after the date hereof; 

(iv) any change resulting from or attributable to changes in Laws or GAAP after the 

date of this Agreement; 

(v) any change resulting from the pendency or announcement of this Agreement or 

the transactions contemplated by this Agreement; and 

(vi) any change resulting from any act of war or terrorism or, in each case, the 

escalation thereof or the declaration of a national emergency or natural disasters occurring after 

the date of this Agreement. 

“Person” means any individual, corporation, partnership, joint venture, association, 

joint-stock company, trust, unincorporated organization or Government. 

“Regulatory Approvals” means any approvals of DOT, FAA, TSA, and Government 

authorities required by Laws with respect to the consummation of the transactions contemplated 

hereby.

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“Related Person” means, with respect to any Person, all past (within the 6 months 

preceding this Agreement) and present directors, officers, members, managers, stockholders, 

employees, controlling persons, agents, professionals, attorneys, accountants, investment 

bankers, Affiliates or representatives of any such Person. 

“Retained Books and Records” means (i) all corporate seals, minute books, charter 

documents, corporate stock record books, original tax and financial records and such other files, 

books and records to the extent they relate to any of the Excluded Assets or Excluded Liabilities 

or the organization, existence, capitalization or debt financing of Seller or of any Affiliate of 

Seller, (ii) all books, files and records that would otherwise constitute a Business Record but for 

the fact that disclosure of books, files or records could (w) violate any legal constraints or 

obligations regarding the confidentiality thereof, (x) waive any attorney client, work product or 

like privilege, (y) disclose information about Seller or any of its Affiliates that is unrelated to the 

Acquired Assets or (z) disclose information about Seller or any of its Affiliates pertaining to 

energy or project evaluation, energy or natural gas price curves or projections or other economic 

predictive models, or (iii) all books and records prepared in connection with or relating in any 

way to the transactions contemplated by this Agreement, including bids received from other 

parties and analyses relating in any way to the Acquired Assets and the Assumed Liabilities. 

“Rule” or “Rules” means the Federal Rules of Bankruptcy Procedure. 

“SAH-VUL Carveout” means the first $200,000.00 received after the Petition Date by 

the Subsidiary, Gulfstream Air Charter, Inc. from the ongoing performance of the Services 

Agreement with Gulfstream Air Charter, Inc. subsequent to the Petition Date, as more fully 

described in and approved by the DIP Order. 

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“Sale Hearing” means that certain hearing conducted by the Bankruptcy Court on 

January 7, 2011 in connection with the Sale Motion. 

“Sale Motion” means that certain Emergency Motion For Orders Pursuant To 11 U.S.C. 

Sections 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) 

Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And 

(B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Seller 

Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And 

Assignment Of Executory Contracts And Unexpired Leases [D.E. #98] filed by Seller.

“Sale Order” means the Order pursuant to 11 U.S.C. §§ 105, 363 and 365 of the 

Bankruptcy Code (a) approving the sale of substantially all of the assets of Seller free and clear 

of all liens, claims, encumbrances and interests to VPAA Co. or its nominee; (b) approving the 

assumption and assignment of executory contracts and unexpired leases; and (c) granting related 

relief, entered as D.E. #______ by the Bankruptcy Court. 

“Tax Return” means any report, return, information return, filing or other information, 

including any schedules, exhibits or attachments thereto, and any amendments to any of the 

foregoing required to be filed or maintained in connection with the calculation, determination, 

assessment or collection of any Taxes (including estimated Taxes). 

“Taxes” means all taxes, however denominated, including any interest, penalties or 

additions to tax that may become payable in respect thereof, imposed by any Government, which 

taxes shall include all income taxes, payroll and employee withholding, unemployment 

insurance, social security (or similar), sales and use, excise, franchise, gross receipts, occupation, 

real and personal property, stamp, transfer, workmen’s compensation, customs duties, 

registration, documentary, value added, alternative or add-on minimum, estimated, 

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environmental (including taxes under Section 59A of the Code) and other obligations of the same 

or a similar nature, whether arising before, on or after the Closing Date. 

“TSA” means the United States Department of Homeland Security Transportation 

Security Administration. 

ARTICLE 2 

PURCHASE AND SALE OF THE ACQUIRED ASSETS 

2.1 Transfer of Acquired Assets. At the Closing, and upon the terms and conditions 

herein set forth, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all of Seller’s 

right, title and interest in, to and under the Acquired Assets free and clear of all Liens, claims and 

other interests (except for Assumed Liabilities) pursuant to Sections 105, 363 and 365 of the 

Bankruptcy Code. “Acquired Assets” shall mean substantially all of Seller’s assets, including, 

all direct or indirect, right, title and interests of Seller in and to all the tangible and intangible 

assets, properties, rents, claims and contracts of Seller, to the extent transferable, including 

without limitation the following property (but shall exclude the Excluded Assets, as defined 

below):

(a) all of Seller’s rights under any leases of real property (the “Real Estate 

Leases”), including but not limited to the Real Estate Leases listed on Schedule 2.1Error!

Reference source not found. of the Disclosure Schedules (the real property leased by Seller 

pursuant to the Real Estate Leases, the “Leased Real Property”);

(b) all tangible personal property; 

(c) all inventory; 

(d) all good will and other general intangible assets and rights of Seller 

relating to their businesses, including, but not limited to, tools of the trade and business 

processes;

(e) those certain executory contracts and unexpired leases to be assumed by 

Seller and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code (as designated by 

Buyer in its sole discretion prior to Closing (as defined below)) including without limitation all 

written or oral contacts, agreements, licenses, sublicenses, leases, subleases, mortgages, 

instruments, guaranties, commitments, understandings, undertakings or similar arrangements, 

whether express or implied, as listed on Schedule 2.1(e) of the Disclosure Schedules or as 

otherwise determined in accordance with Article 4 hereof (collectively, the “Designated

Contracts”). Notwithstanding the foregoing, Seller is assuming the RACC Agreements (as 

defined in paragraph I of the Bid Procedures Order) and the Agreed RACC Terms (that was 

admitted as Exhibit 2 at the Sale Hearing) and assigning them to Buyer, thereby entitling Buyer 

to acquire the Raytheon Aircraft as contemplated by the RACC Agreements and the Agreed 

RACC Terms and entitling RACC to the RACC Cure Amount and as contemplated by 

Section 5.4 hereof, and the RACC Agreements are Designated Contracts; 

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(f) all accounts, notes or other receivables; 

(g) all lawsuits, claims, counterclaims, deposits, prepayments, refunds, 

abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; 

provided that Seller's causes of action against any of Seller’s officers and directors shall be 

excluded from the sale and deemed to remain with the Seller’s estates (with the exception of 

causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig 

Attel, and Christopher Eason which shall be acquired by Buyer); provided further, that any 

claims, counter-claims, objections to claims against any creditor of, or party who asserts claims 

against, the Seller' estates and causes of actions arising out of sections 510, 542, 543, 544, 545, 

546, 547, 548, 549, 550 or 553 of the Bankruptcy Code, shall be excluded from the sale and 

deemed to remain with the Seller’ estates (with the exception of any claims against Shelter 

Island, which shall be acquired by the Buyer); 

(h) all claims, rights and interests in or to any refund, rebate, abatement or 

other recovery for Taxes, together with any interest due thereon or penalty rebate arising 

therefrom, for any tax period (other than in respect of any of the Excluded Assets); 

(i) all accounts receivable; 

(j) all cash and cash equivalents, with the exception of the SAH-VUL 

Carveout and the cash component of the Purchase Price; 

(k) all authorizations, franchises, approvals, consents, permits, licenses, 

orders, registrations, certificates, variances and similar rights obtained from any governmental 

entity (including, without limitation, the Federal Aviation Administration (“FAA”) and the 

Department of Transportation ("DOT")) and all pending applications therefor or renewals 

thereof, in each case to the extent transferrable to the Buyer ("Permits"); 

(l) all vehicles, furniture, fixtures and property, plant and equipment, 

including, without limitation, all computers, software, information management systems, aircraft 

equipment, tooling and machinery, and technical publications and manuals; 

(m) all intellectual property and rights under and with respect to intellectual 

property;

(n) all software used in the Seller’ businesses, to the extent transferable to 

Buyer;

(o) all existing and assignable manufacturer or vendor warranties; 

(p) all books, ledgers, files, documents, correspondence and records related to 

the Seller’ businesses owned by or in control of the Seller, or any one of them (in whatever 

format they exist) except as otherwise provided for herein, including, without limitation, 

customer lists, prospect lists, customer and customer-related files, customer records, test results, 

product specifications, plans, data (including, without limitation, any and all data related to the 

Seller’ businesses stored in any accounting or other software program or system) architectural 

plans, drawings and specifications, creative materials, advertising, marketing, promotional 

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materials, studies, drawings, diagrams, training manuals, engineering data, operating records, 

inventory records, business plans, customer credit records, aircraft maintenance records, 

pilot/crew scheduling records, and any documentation required to be maintained by the FAA; 

provided that the Buyer shall provide to Seller and the Committee or any successor 

representative of the Seller’s estates, including any subsequently appointed or designated 

Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the "Estate 

Representative"), after reasonable notice and during normal business hours, access (which shall 

include the right to photocopy, duplicate or otherwise copy and save in an electronic format to an 

external hard drive) to all books and records relating to all periods prior to Closing for purposes 

of investigating, pursuing and filing claims, counter-claims, objections or causes of action that 

remain with the Seller’s estates as provided herein and for purposes of meeting the Seller’s 

compliance obligations, such as the filing of tax returns, monthly operating reports with the 

Office of the United States Trustee and otherwise meeting the Seller’s statutory or procedural 

responsibilities. Without limitation, books and records shall include all business records of the 

Seller relating to periods prior to Closing maintained in the ordinary course, whether in 

electronic or paper form. In the event business records are maintained in an electronic format 

which may only be reasonably viewed, saved or printed through specialized software owned, 

licensed or otherwise utilized by the Seller, the Buyer shall reasonably assist the Estate 

Representative with access to such software for the purposes described herein. 

(q) all applications, exhibits, appendices, correspondence, notices, inquires, 

reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Seller or 

their employees; and 

(r) all internal reports, studies, summaries, memoranda and correspondence of 

the Seller, their employees or consultants pertaining to any matter within the jurisdiction of the 

FAA. 

2.2 Excluded Assets. The Acquired Assets do not include the properties and assets 

listed or described in this Section 2.2 (all properties and assets not being acquired by Buyer are 

herein referred to as the “Excluded Assets”):

(a) all rights to Claims or adjustments with respect to Excluded Assets 

relating to any proceeding before any Government and all rights to insurance proceeds or other 

insurance recoveries to the extent relating to Excluded Assets or Excluded Liabilities; 

(b) all Claims, including any Avoidance Actions Claims, arising out of or 

relating in any way to the Bankruptcy Case or any of the transactions contemplated thereby or 

entered into as a consequence thereof including any claims (as defined in Section 101(5) of the 

Bankruptcy Code) filed, scheduled or otherwise arising in the Bankruptcy Case; provided that

any claims against Shelter Island Opportunity Fund, LLC ("Shelter Island"), David Hackett, 

Philip Le Feure, Timothy Murphy, Leon Knight, Craig Attel and Christopher Easton, shall be 

acquired by Buyer.

(c) all Claims, including any Avoidance Action Claims of Seller or Seller’s 

estate against SAH-VUL Strategic Partners, I, LLC and Taglich Brothers, Inc. and their 

respective members, shareholders, officers, directors, managers or employees; 

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(d) all rights of Seller arising under this Agreement and under any other 

agreement between Seller and Buyer entered into in connection with this Agreement, including 

without limitation, the Purchase Price; 

(e) all Retained Books and Records; 

(f) the SAH-VUL Carveout; 

(g) any assets set forth on Schedule 2.2(g) of the Disclosure Schedules; and 

(h) Excluded Contracts. 

2.3 Assumption of Liabilities. Subject to the terms and conditions of this Agreement 

and on the basis of the representations, warranties, covenants and agreements herein contained, 

at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when 

due, the liabilities and obligations of Seller as listed below (collectively, the “Assumed 

Liabilities”):

(a) all Non-Professional Administrative Claims (as defined at Section 3.1(b)); 

(b) all liabilities and obligations under the Designated Contracts arising after 

the Closing Date and the Cure Claims for such Designated Contracts; 

(c) all liabilities and obligations of Seller under the Permits arising after the 

Closing Date; 

(d) all liabilities and obligations of Buyer for Taxes to the extent (but solely to 

the extent) provided in Article 12;

(e) all liabilities and obligations relating to or arising from the ownership or 

operation of the Acquired Assets after the Closing Date; 

(f) liabilities related to employees and former employees of Seller to the 

extent provided for in Section 9.4; and 

(g) the liabilities of Seller to Shelter Island. 

2.4 Excluded Liabilities. Except as specifically provided in Section 2.3 hereof, Buyer 

shall not assume nor be deemed to assume and shall have no responsibility or obligation with 

respect to, any liability or obligation of, or claim against, Seller, or of any predecessor, 

stockholder or other Affiliate of Seller, of any kind or nature, whether absolute, accrued, 

contingent or otherwise and whether due or to become due and whether or not asserted, and 

whether or not known or unknown or currently existing or hereafter arising, and however arising 

(collectively, the “Excluded Liabilities”). The Excluded Liabilities shall include, without 

limitation: 

(a) all liabilities or obligations in respect of or relating to the Excluded Assets; 

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(b) liabilities related to employees and former employees of Seller except as 

provided in Section 9.4;

(c) except as otherwise set forth in Section 3.1(b) and (c), all of Seller’s 

professional fees and expenses for advisors, including without limitation, advisors retained 

pursuant to an Order of the Bankruptcy Court;

(d) except as otherwise assumed by Buyer as a Designated Contract by Buyer, 

all employment and change in control agreements (or such similar agreements) and all stock 

option agreements and stock purchase agreements to which Seller is a party; 

(e) all obligations and liabilities associated with any Employee Benefit Plan 

of Seller that is not expressly acquired or assumed by Buyer; 

(f) liabilities and obligations, whether known or unknown, relating to any 

environmental, health or safety matter (including, without limitation, any liability or obligation 

arising under Laws); 

(g) trade payables and priority or non-priority unsecured claims not expressly 

assumed under this Agreement; 

(h) any indebtedness or obligation for borrowed money of Seller not expressly 

assumed under this Agreement; 

(i) any liabilities of Seller which any Person seeks to impose upon Buyer by 

virtue of any theory of successor liability; 

(j) any liabilities with respect to any action, claim, suit, arbitration, inquiry, 

investigation or other proceeding of any nature (whether criminal, civil, legislative, 

administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Government 

or similar Person or body (each, an “Action”) or other contingent liabilities of Seller, whether or 

not disclosed to Buyer, relating to periods and occurrences ended on or before the Closing Date, 

including, without limitation, any Actions or other claims or contingent liabilities relating to tort, 

personal injury and products liability; 

(k) obligations arising under each Contract that is not an Designated Contract 

listed on Schedule 2.4(k), or as otherwise determined not to be a Designated Contract in 

accordance with Article 4 hereof (an “Excluded Contract”);

(l) all liabilities and obligations of Seller arising under or relating to any 

notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 

(the “WARN Act”); and 

(m) any obligation to provide and any claims made pursuant to any COBRA 

coverage and any related administrative costs. 

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ARTICLE 3 

CONSIDERATION 

3.1 Consideration. The aggregate consideration for the sale and transfer of the 

Acquired Assets at the Closing shall be the aggregate of the amounts described below (the 

“Purchase Price”), which shall be payable and deliverable as follows: 

(a) Buyer shall assume, satisfy, or otherwise discharge the outstanding 

balance of the DIP Loan in full, including all principal, interest, costs, expenses and fees due on 

the Closing Date. 

(b) Buyer shall assume, discharge or otherwise satisfy all unpaid and 

"allowed" administrative expense claims pursuant to Bankruptcy Code § 503 arising prior to the 

date of Closing, with the exception of fees and costs sought by professionals retained by Seller’s 

estates pursuant to Bankruptcy Code §§ 327, 328, 330 and 1103 (the “Non-Professional 

Administrative Claims”). The Seller shall seek to establish an administrative claims bar date for 

no later than thirty (30) days after the Closing. 

(c) During the period leading up to the Closing, and as limited below, Seller 

shall continue to operate in the ordinary course, subject to budgets prepared by Seller and 

approved by Buyer, DIP Lender and the Committee (the “Budget”), which Budget shall include 

a line item for payment of professionals of Seller’s estates for any services performed subsequent 

to the Sale Hearing and prior to Closing. During the period leading up to the Closing, to the 

extent going-forward expenses exceed going-forward revenues in the Budget, DIP Lender shall 

fund up to $300,000.00 per calendar month (or the pro-rated portion thereof during the month of 

Closing) under the DIP Loan for purposes of paying allowed going-forward administrative 

expenses. Any amounts for the payment of professionals of the Seller's estates allocated in the 

Budget and approved by DIP Lender pursuant to this subparagraph shall be deposited into the 

Professional Expense Escrow (as defined in the DIP Order). 

(d) Buyer shall assume, satisfy or otherwise discharge Shelter Island’s claim 

in full and final satisfaction, release and discharge of any and all claims Shelter Island has or 

may have against Seller, Seller’s estates, DIP Lender, Buyer or any of their respective Affiliates. 

(e) Except as otherwise provided herein, in full and final satisfaction, release 

and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of 

Seller, Seller’s estate, the Committee, and Seller’s creditors and interest holders against DIP 

Lender, Buyer and their respective Affiliates, Buyer shall pay $600,000.00 to Seller’s estate 

which shall be deposited in Seller’s debtor-in-possession account not to be disbursed until further 

Order of the Bankruptcy Court. 

(f) From the amounts due to it under the DIP Loan, the DIP Lender shall 

allocate the sum of $100,000.00 for the benefit of Seller’s estates to be used in the discretion of 

the estates’ professionals, earmarked for the prosecution of any and all Avoidance Actions, 

objections to claims, and any other anticipated litigation, which amount shall be funded in cash 

and deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing 

subject to disbursement by further order of the Bankruptcy Court; provided, however, that (i) no 

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Avoidance Actions or other investigation or litigation of any kind or nature shall be brought or 

instigated by Seller (or any one of them or any successor thereto), Seller’s estates, the Committee 

or any subsequent appointed Chapter 11 or Chapter 7 Trustee against Buyer, the DIP Lender, any 

of their respective Affiliates, Shelter Island, RACC, David Hackett, Philip LeFevre, Timothy 

Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no Avoidance 

Actions shall be commenced or otherwise pursued by Seller (or any one of them or any successor 

thereto), Seller’s estates, the Committee or any subsequent Chapter 11 or Chapter 7 Trustee 

against creditors with whom Buyer may wish to maintain or establish going-forward business 

relationships without the prior written consent of Buyer, pursuant to Section 8.6 hereof. 

(g) Buyer will purchase the aircraft leased to Seller from Raytheon Aircraft 

Credit Corporation (“RACC”) for a purchase price of no more than Eighteen Million Seven 

Hundred Thousand Dollars ($18,700,000.00) on such terms referred to in Section 5.4 below. 

3.2 Deposit. To secure the obligations of Buyer hereunder, DIP Lender hereby 

allocates Seven Hundred Sixty-Five Thousand Dollars ($765,000.00) from the amounts due it 

under the DIP Loan due to be utilized as a deposit (the “Deposit”). In the event that the Closing 

does not occur, the Deposit shall be paid to the Party entitled thereto in accordance with 

Article 14, and if the Deposit shall become payable to Seller, the first $765,000.00 of the 

outstanding obligations under the DIP Loan shall be waived, released and satisfied. 

ARTICLE 4 

DESIGNATION RIGHTS 

4.1 Designated Contracts.

(a) Except as otherwise provided herein, at the time of Closing, Seller shall 

assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then 

assign and sell to Buyer pursuant to sections 365(f) and 363(b), (f) and (n) of the Bankruptcy 

Code, and Buyer shall assume and accept from Seller, the Designated Contracts. 

(b) Except as otherwise set forth herein, Buyer will be responsible for the 

payment of the Cure Claims in connection with the assumption and assignment of the Designated 

Contracts, pursuant to Section 365 of the Bankruptcy Code in connection with its acquisition of 

the Acquired Assets, provided that, if the Buyer effects the acquisition of the Raytheon Aircraft, 

the RACC Cure Amount shall be addressed as provided in Section 5.4(j) of this Agreement. 

(c) With the exception of Designated Contracts subject to objections by 

(i) Richard Bulow [D.E. #275]; (ii) Palm Beach County [D.E. #276]; (iii) Gulfstream Air 

Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA 

Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of 

Pennsylvania, Inc., CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance 

Company [D.E. #267] and United States [D.E. #278] (the “Assumption Objections”), and unless 

otherwise agreed to in writing by Buyer and any counterparty to a Designated Contract (each, a 

“Counter-Party” and collectively, the “Counter-Parties”), the Cure Claims shall equal the cure 

amounts listed by Seller in the assumption notice filed with the Bankruptcy Court on December 

22, 2010 (the “Assumption Notice”) (D.E. #238). The Cure Claims set forth in the Assumption 

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Notice shall be deemed the entire cure obligation of Seller and Buyer due and owing under 

section 365 of the Bankruptcy Code. The Sale Order shall provide that the Counter-Parties to the 

Designated Contracts shall be barred and enjoined from raising or asserting future claims against 

Buyer or Seller based on any Cure Amounts or any other claim, obligation or liability arising on 

or before the Closing Date. 

(d) Notwithstanding anything to the contrary, at any time and from time to 

time on or before one (1) Business Day prior to the Closing, except with respect to the RACC 

Assignment, Buyer may, by written notice to Seller, amend the list of Designated Contracts to 

add or remove any Contract which it desires to constitute a Designated Contract (and thereafter 

such Contract shall constitute a Designated Contract) or remove any Contract which it desires to 

constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded 

Contract). The Buyer shall be required to pay any Cure Claim related to a Contract ultimately 

designated by the Buyer as a Designated Contract as provided herein. Buyer shall not be 

required to make any payments for Cure Claims or any other amounts for Excluded Contracts. 

(e) Notwithstanding anything to the contrary herein, at any time and from 

time to time on or before the ninetieth (90th) day after Closing, Buyer may designate one or more 

Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to 

any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects 

to the assumption and assignment of the Discovered Contract, Buyer shall direct Seller or its 

successors, as the case may be, to file the appropriate motion with the Bankruptcy Court for the 

assumption and assignment of all Discovered Contracts objected to by any Counter-Party. 

(f) DIP Lender shall fund under the DIP Loan any allowed administrative 

expenses that the Seller incurs under a contract during the period prior to the date the Buyer 

designates such Contract as a Designated Contract or an Excluded Contract. 

(g) Any Excluded Contract as set forth herein shall be subject to rejection by 

Seller under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded 

Contract ultimately rejected by Seller shall have a period of thirty (30) days after such rejection 

to file a rejection damage claim related thereto. 

(h) The Buyer shall have the right, in its sole discretion, to direct Seller to 

assume and assign to Buyer any one or more schedules, appendices, annexes or other 

attachments to any Designated Contract as directed by Buyer, in its sole discretion, to the extent 

permitted by applicable Law. Any such schedules, appendices, annexes or other attachments to 

any Contract that are so assumed and assigned shall be Designated Contracts. 

(i) With respect to any Real Estate Leases, airport leases or similar lease, 

Seller hereby grants to Buyer a general license to enter, possess and use the premises subject to 

the terms of such lease until the date Buyer designates such lease as a Designated Contract or an 

Excluded Contract.

(j) Any assumption and assignment of any executory contracts wherein the 

United States Government is the counter-party to such contract shall require the consent of the 

United States Government. To the extent that the Seller’ contract with CSC Applied 

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Technologies LLC is designated by Buyer as a Designated Contract, any changes to the terms 

and conditions of that contract shall require the consent of the United States. 

(k) Notwithstanding anything to the contrary in this Agreement, the 

Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to Buyer 

subject to (and not free and clear of) any setoff and recoupment rights of the participants other 

than Seller in the Clearinghouses (as hereinafter defined) against such accounts receivable 

enforceable under applicable law, subject to the provisions of Section 553 of the Bankruptcy 

Code; provided, however, nothing in this Order shall constitute a release or waiver of any right 

of Seller or Buyer to object to or otherwise challenge any Clearinghouse participant’s claim (as 

that term is defined in Section 101(5) of the Bankruptcy Code) or its eligibility for setoff or 

recoupment under applicable non-bankruptcy law. For purposes of this Agreement, the term 

“Clearinghouse Receivables” means amounts owing to Seller from other Clearinghouse 

participants based on ordinary course transactions (including interline passenger, interline 

freight, non-transportation and Universal Air Travel Plan transactions) subject to settlement 

through the Airlines Clearing House, Inc. (“ACH”) and/or the International Air Transport 

Association Clearing House (the “IATA Clearing House” and together with ACH, collectively, 

the “Clearinghouses”), pursuant to the agreements, rules, and regulations governing the 

Clearinghouses.

4.2 Non-Assignment of Designated Contracts. Anything contained herein to the 

contrary notwithstanding, (i) this Agreement shall not constitute an agreement to assign any 

Designated Contract if, after giving effect to the provisions of Sections 363 and 365 of the 

Bankruptcy Code, an attempted assignment thereof, without obtaining a Consent, would 

constitute a breach thereof or in any way negatively affect the rights of Seller or Buyer, as the 

assignee of such Designated Contract and (ii) no breach of this Agreement shall have occurred 

by virtue of such non-assignment. If, after giving effect to the provisions of Sections 363 and 

365 of the Bankruptcy Code, such Consent is required but not obtained, Seller shall, at Buyer’s 

sole cost and expense, cooperate with Buyer in any reasonable arrangement, including Buyer’s 

provision of credit support, designed to provide for Buyer the benefits and obligations of or 

under any such Designated Contract, including enforcement for the benefit of Buyer of any and 

all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by 

such third party; provided, that nothing in this Article 4 shall (x) require Seller to make any 

significant expenditure or incur any obligation on its own or on Buyer’s behalf or (y) prohibit 

Seller from ceasing operations or winding up its affairs following the Closing. Any assignment 

to Buyer of any Designated Contract that shall, after giving effect to the provisions of Sections 

363 and 365 of the Bankruptcy Code, require the Consent of any third party for such assignment 

as aforesaid shall be made subject to such Consent being obtained. Any Contract that would be a 

Designated Contract but is not assigned in accordance with the terms of this Article 4 shall not 

be considered a Designated Contract for purposes hereof unless and until such Contract is 

assigned to Buyer following the Closing Date upon receipt of the requisite consents to 

assignment and Bankruptcy Court approval. 

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ARTICLE 5 

CLOSING AND DELIVERIES 

5.1 Closing. The consummation of the transactions contemplated hereby (the 

“Closing”) shall take place at the offices of Akerman Senterfitt, 350 East Las Olas Boulevard, 

Suite 1600, Fort Lauderdale, Florida 33301 at 10:00 a.m. ET on the second Business Day 

following the satisfaction or waiver by the appropriate party of all the conditions contained 

herein, or on such other date or at such other place and time as may be agreed to by the parties 

hereto (the “Closing Date”). The Closing will be deemed to be effective at 11:59 p.m. (local 

time) on the Closing Date. 

5.2 Seller’s Deliveries.

(a) The sale, transfer, assignment and delivery by Seller of the Acquired 

Assets to Buyer, as herein provided, shall be effected on the Closing Date. At the Closing, Seller 

shall deliver the following documents which shall be consistent with the terms of this 

Agreement: 

(i) a bill of sale with respect to the Acquired Assets (other than the 

Designated Contracts, Permits and Leased Real Property), duly executed by Seller and in 

a form reasonably acceptable to Buyer and Seller; 

(ii) an assignment and assumption agreement with respect to the 

Designated Contracts and Assumed Liabilities, duly executed by Seller and in a form 

reasonably acceptable to Buyer and Seller; 

(iii) the Business Records (it being understood that any Business 

Records located at Seller’s corporate offices need not be physically delivered, but shall be 

deemed delivered at the Closing); 

(iv) an assignment, conveyance and assumption agreement with regard 

to the Real Estate Leases, duly executed by Seller and in a form reasonably acceptable to 

Buyer and Seller; 

(v) a secretary’s certificate certifying as to the resolutions of the board 

of directors of Seller approving and authorizing this Agreement and the transactions 

contemplated by this Agreement and in a form reasonably acceptable to Buyer and Seller; 

(vi) a true and correct copy of the Sale Order, which order shall be a 

Final Order; 

(vii) an affidavit of non-foreign status that complies with Section 1445 

of the Code, duly executed by Seller and in a form reasonably acceptable to Buyer and 

Seller; 

(viii) a certificate signed by a duly authorized officer of Seller in 

accordance with Section 13.3(a);

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(ix) a certificate signed by a duly authorized officer of Seller in 

accordance with Section 13.3(b); and 

(x) such other documents as Buyer’s counsel may reasonably request 

that are necessary to evidence or consummate the transactions contemplated by this 

Agreement in forms reasonably acceptable to Buyer and Seller. 

(b) Notwithstanding anything in this Agreement to the contrary, Seller’s 

obligation to convey to Buyer all rights of Seller under the Permits listed on Schedule 6.8 shall 

consist of providing: (i) if required by Law, notices of intent to transfer the Permit to Buyer in 

accordance with the Government regulations governing such Permit transfer, (ii) information as 

required by the Government regulations governing such Permit transfer and (iii) assistance to 

Buyer in obtaining the transfer of such Permits. 

5.3 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following documents 

and other items which shall be consistent with the terms of this Agreement: 

(a) Buyer shall pay to Seller the cash portion of the Purchase Price by wire 

transfer of immediately available funds to an account designated by Seller; 

(b) Buyer shall execute and deliver to Seller an instrument of assumption of 

liabilities with respect to the Designated Contracts and the Assumed Liabilities in a form 

reasonably acceptable to Buyer and Seller; 

(c) an assignment, conveyance and assumption agreement with regard to the 

Real Estate Leases, duly executed by Buyer in a form reasonably acceptable to Buyer and Seller; 

(d) a secretary's certificate certifying as to the resolutions of the board of 

directors of Buyer approving and authorizing this Agreement and the transactions contemplated 

by this Agreement and in a form reasonably acceptable to Buyer and Seller; 

(e) a certificate signed by a duly authorized officer of Buyer in a form 

reasonably acceptable to Buyer and Seller in accordance with Section 13.2(a);

(f) a certificate signed by a duly authorized officer of Buyer in a form 

reasonably acceptable to Buyer and Seller in accordance with Section 13.2(b); and 

(g) such other documents as Seller’s counsel may reasonably request prior to 

Closing that are necessary to evidence or consummate the transactions contemplated by this 

Agreement in forms reasonably acceptable to Buyer and Seller. 

5.4 Acquisition of RACC Aircraft.

(a) RACC shall sell to Buyer, and the Buyer shall purchase the Raytheon 

Aircraft upon the following terms: 

(b) As soon as practicable, but not later than January 20, 2011, Buyer shall 

cause to be deposited the sum of $18,700,000.00 (such amount as it may be adjusted pursuant to 

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the credits set forth in subparagraph (f) below, the “RACC Purchase Price”) into a non-interest 

bearing escrow account (the “Escrow Account”), in accordance with the terms of an escrow 

agreement in form and substance reasonably acceptable to RACC and Buyer (the “Escrow

Agreement”), with the escrow agent (the "Escrow Agent") to be Insured Aircraft Title Service or 

another recognized aircraft title company in Oklahoma City, or, with RACC’s and Buyer’s 

consent, a recognized FAA law firm in Oklahoma City, selected by RACC that is reasonably 

satisfactory to Buyer. At the reasonable request of Buyer, RACC will deposit with the Escrow 

Agent for the Escrow Account a bill of sale for each of the Raytheon Aircraft, which shall be in 

the form previously agreed and in accordance with the RACC Letter Agreement. 

(c) The Escrow Agreement shall provide that, inter alia, Escrow Agent shall 

release the funds in the Escrow Account to RACC upon (i) RACC’s delivery of the previously 

agreed form of Bill of Sale for each Raytheon Aircraft (which will be the only required 

documentation); and (ii) Buyer’s receipt of all necessary regulatory approvals for the 

consummation of the transactions contemplated by this Agreement from the FAA and DOT (the 

“Federal Aviation Approvals”). 

(d) Buyer represents and warrants that (i) the Buyer is a citizen of the United 

States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required by the FAA 

and DOT, and (ii) it is the Buyer’s well-founded belief that it shall be entitled to register the 

RACC Aircraft and that it is qualified to obtain and operate the airline as currently operated by 

the Seller by meeting the statutory and regulatory qualifications necessary to obtain the Federal 

Aviation Approvals. 

(e) Buyer has paid, will pay, or will cause Seller to pay, to RACC certain 

lease rent payments on the Raytheon Aircraft (i) in the amount of $220,500.00 on or before 

January 6, 2011, (which payment RACC has acknowledged has been made), and unless and until 

the RACC Purchase Price has been released from the Escrow Account and received by RACC, 

(ii) the amount of $262,500.00 on or before January 20, 2011, and (iii) on or before each of 

February 6, March 6, and April 6, 2011 the amount of $525,000.00. To the extent that the 

RACC Purchase Price being held in the Escrow Account is released and received by RACC 

during any of these periods, the pro rata portion of rent paid for the period following such escrow 

release and receipt (using a 30-day month and actual days to the end of the paid period) shall be 

returned to Buyer. Any such lease rent payments on the Raytheon Aircraft funded by DIP 

Lender shall be funded under the DIP Loan but shall be excluded from the $300,000.00 monthly 

cap set forth in Section 3.1(c) hereof. 

(f) The entire lease rent payment of $220,500.00 made on or before 

January 6, 2011 and a ratable portion of the other lease rent payments that have been made under 

the immediately preceding paragraph, using as the basis for that proration, an assumed monthly 

payment of $441,000.00 (so that, for example, for a full month lease rent payment, 441/525 of 

that payment, if actually made and retained by RACC, is the ratable portion) shall be credited 

against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to 

RACC. The credit applies only to payments actually made and retained by RACC and shall be 

provided directly to Buyer by the Escrow Agent. 

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(g) Buyer agrees to use all reasonable best efforts to obtain all necessary 

Federal Aviation Approvals as soon as possible. 

(h) In any and all events, except as with respect to the last two sentences of 

this subsection (which provisions shall survive termination of this Agreement), the arrangements 

contained in this subsection will terminate, on April 30, 2011, unless the escrow is released and 

the RACC Purchase price is received by RACC on or before April 30, 2011. Upon such 

termination, Seller shall comply with all provisions contained in that certain Order Establishing 

Return Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft, 

entered by the Court on December 15, 2010 [D.E. #210]. Upon such termination, RACC shall 

have the right to file proofs of claim and/or assert and prosecute administrative expense claims in 

the Bankruptcy Case.

(i) Seller, Buyer and RACC shall comply in all respects with the terms and 

conditions contained in the RACC Agreements and the Agreed RACC Terms, including, without 

limitation, that all aircraft will be and remain airworthy at all times and in good condition and 

Gulfstream’s engine maintenance program will be current in all respects, unless RACC expressly 

otherwise agrees in writing. 

(j) Based upon the agreement of the Seller, the Committee, RACC, upon the 

release of the RACC Purchase Price from the Escrow Account and its receipt by RACC as and 

when provided above in this Section 5.4 (the “Escrow Release Date”), the Seller and the Seller’s 

bankruptcy estates shall be deemed to have waived, released and discharged, and each of the 

Seller and the Seller’s bankruptcy estates do hereby waive, release and discharge, effective as of 

the Escrow Release Date (without the need for any act or action by the Court or any Person), any 

and all claims they may hold, or that are held through, or are derivative from or of, the rights or 

interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived, 

released, and discharged, and RACC do hereby waive, release and discharge, effective as of the 

Escrow Release Date (without the need for any act or action by the Court or any Person), any 

and all claims that it has against the Seller and the Seller’s bankruptcy estates with respect to the 

RACC Agreements prior to and including the Escrow Release Date, specifically including 

RACC’s right to (i) receive any distribution with respect to the RACC Unsecured Claim and 

(ii) the RACC Cure Amount. 

ARTICLE 6 

REPRESENTATIONS AND WARRANTIES OF SELLER 

Seller hereby represents and warrants to Buyer subject to such exceptions as are 

identified in the Disclosure Schedules hereto, as of the date hereof and as of the Closing Date 

(other than the representations and warranties which are made as of a specified date, which speak 

only as of such date), as follows: 

6.1 Corporate Organization. Seller is duly formed and validly existing and in good 

standing under the Laws of the State of its formation. Seller has all requisite corporate (or 

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equivalent) power and authority to own, lease and operate its properties, to carry on its business 

as now conducted (including the Business), and to perform its obligations hereunder and under 

any ancillary agreement to which it is or will be party. Seller is qualified or authorized to do 

business and is in good standing under the laws of each jurisdiction in which it owns or leases its 

real property and each other jurisdiction in which the conduct of its business or the ownership of 

its properties requires such qualification or authorization. 

6.2 Authorization and Validity. Subject to the Bankruptcy Court’s entry of the Sale 

Order and the receipt of the Consents set forth on Schedule 6.4 of the Disclosure Schedules, 

Seller has all requisite power and authority to enter into this Agreement and all other instruments 

and documents (the “Transaction Documents”) required to be executed and delivered by Seller 

pursuant hereto or to enable Seller to effect the transactions contemplated hereby and, to carry 

out its obligations hereunder and thereunder. Subject to the entry of the Sale Order, the 

execution and delivery of this Agreement and the Transaction Documents and the performance 

by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary 

action by the board of directors of Seller, and no other corporate proceedings on the part of Seller 

are necessary to authorize such execution, delivery and performance. This Agreement and the 

Transaction Documents required to be executed and delivered by Seller have been duly executed 

by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, and the receipt of the 

Consents on Schedule 6.4 of the disclosure Schedules constitute its valid and binding obligation, 

enforceable against it in accordance with the terms herein and therein. 

6.3 No Conflict or Violation. Subject to (a) the receipt of all Consents set forth on 

Schedule 6.4 of the Disclosure Schedules, or (b) the Bankruptcy Court’s entry of the Sale Order 

and, if any, the execution, delivery and performance by Seller of this Agreement do not and will 

not (i) violate or conflict with any provision of the bylaws or certificate of incorporation 

(collectively, the “Organizational Documents”) of Seller, (ii) violate any provision of Law or 

any order, judgment or decree of any court or Government (“Order”) applicable to Seller, or 

(iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a 

default under any Designated Contract.

6.4 Consents and Approvals. Schedule 6.4 of the Disclosure Schedules sets forth a 

true and complete list of each Consent and each declaration to or filing or registration with any 

Government or other Person that is required in connection with the execution and delivery of this 

Agreement and the Transaction Documents by Seller or the performance by Seller of its 

obligations hereunder or thereunder. 

6.5 Compliance with Law. Except as may result from the Bankruptcy Case, since 

December 31, 2008 and as of the date of this Agreement, (i) Seller has not received written 

notice of any violation of any Law; (ii) Seller is not in default with respect to any Order, 

applicable to any of the Acquired Assets; and (iii) no Action is pending or, to Seller’s 

knowledge, threatened against Seller alleging any failure to comply with any Order or Law. 

Except for maintenance and similar obligations incurred in the ordinary course of Seller’s 

business, no material expenditures are, or based on any Law, Order or Permit will be, required of 

Buyer for Seller and its business and operations to remain in compliance with all Laws, Orders 

and Permits immediately following the Closing. 

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6.6 Litigation. As of the date of this Agreement and except as set forth on 

Schedules 6.6 or of the Disclosure Schedules, there are no Claims, suits or proceedings pending 

or, to the Knowledge of Seller, threatened, before any Government brought by or against Seller 

which is reasonably likely to cause a Material Adverse Effect. No Order or Action required to be 

set forth in Schedules 6.6 or 6.9 questions the validity or enforceability of this Agreement or any 

Transaction Document, or is reasonably likely to result in any Material Adverse Effect on Seller 

or the Acquired Assets, and Seller has no basis to believe that any such Action may be brought 

or threatened against Seller. 

6.7 Material Contracts.

(a) Schedule 6.7 of the Disclosure Schedules sets forth a true, complete and 

correct list of each Contract to which Seller or any Affiliate thereof is a party or is bound under 

which the consequences of a default under or termination of such Contract would reasonably be 

expected to have a Material Adverse Effect (collectively, the “Material Contracts”). Seller has 

provided or made available to Buyer true and complete copies of each Material Contract 

(including all amendments thereto). 

(b) Except for the Cure Amounts and as set forth in the Assumption Schedule, 

Seller has performed any obligations required to be performed by it to date under each Material 

Contract and is not in breach or default thereunder, and, to the Knowledge of Seller, no other 

party to any of the Material Contracts included in the Designated Contracts is (with or without 

the lapse of time or the giving of notice, or both) in material breach or default thereunder, except 

only for those defaults that will be cured in accordance with the Sale Order (or that need not be 

cured under the Bankruptcy Code to permit the assumption and assignment of the Designated 

Contracts) as of the date of this Agreement. Each of the Material Contracts included in the 

Designated Contracts is, or will be at the Closing, valid, binding and in full force and effect 

against Seller. 

6.8 Permits. Schedule 6.8 of the Disclosure Schedules sets forth a complete and 

correct list of all material Permits and all pending applications therefor obtained by Seller in 

connection with the Business or the Acquired Assets as of the date of this Agreement. As of the 

date of this Agreement, each such Permit is, and as of the Closing Date, each such Permit will 

be, valid and in full force and effect (subject to obtaining any required Consent to the transfer 

thereof), and is not be subject to any pending or, to Seller’s Knowledge, threatened 

administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid in 

any respect. 

6.9 Environmental Matters.

(a) To the Knowledge of Seller, Seller is in compliance with applicable 

Environmental Laws applicable to the Acquired Assets and the Business as of the date of this 

Agreement. 

(b) Since December 31, 2008, Seller has not received a written complaint, 

Order, directive, Claim, request for information, citation or notice of violation from any 

Government or any other Person relating to any actual or alleged noncompliance with or liability 

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under any Environmental Law with respect to any release, spill, leak, discharge or emission of 

any Hazardous Materials to the air, surface water, groundwater or soil of the Leased Real 

Property.

6.10 Real Property.

(a) Seller does not own any real property. 

(b) Schedule 2.1(a) sets forth (i) each Real Estate Lease under which Seller is 

the lessor of real property, and (ii) each Real Estate Lease under which Seller is the lessee of real 

property. Seller has heretofore made available to Buyer true and correct copies of each Real 

Estate Lease. Subject to provisions of the Bankruptcy Code and the proceedings before the 

Bankruptcy Court, each Real Estate Lease is in full force and effect and is a legal, valid and 

binding agreement, arrangement or commitment of Seller, enforceable against Seller in 

accordance with its terms and, to Seller’s knowledge, is a valid agreement, arrangement or 

commitment of each other party thereto, enforceable against such party in accordance with its 

terms, and is assumable and assignable pursuant to Section 365 of the Bankruptcy Code. Except 

for the applicable Cure Amounts and as set forth on Schedule 6.10(b), Seller has performed all 

material obligations required to be performed by it under the relevant Real Estate Lease and is 

not (solely with or without notice or lapse of time, or both) in breach or default in any material 

respect thereunder; and, to Seller’s knowledge, no other party to any of the Real Estate Leases is 

(solely with or without notice or lapse of time, or both) in breach or default in any material 

respect thereunder except where such breaches or defaults are capable of cure in accordance with 

the provisions of Section 365 of the Bankruptcy Code. There is no pending or, to Seller’s 

Knowledge, threatened material condemnation or other similar proceeding of any part of the 

Leased Real Property. 

6.11 Employee Benefits. Set forth on Schedule 6.11 of the Disclosure Schedules is a 

list of all Employee Benefit Plans which Seller maintains or to which Seller contributes for the 

Employee. 

6.12 Insurance. Schedule 6.12 of the Disclosure Schedules sets forth a true, complete 

and correct description of all insurance policies maintained by Seller as of the date hereof. As of 

the date hereof, all such insurance policies are in full force and effect and all premiums that have 

become due and payable have been duly paid. No written notice of cancellation, non-renewal or 

termination has been received with respect to any such policy which has not been replaced on 

substantially similar terms prior to the date of such cancellation. Seller maintains insurance in 

such amounts and covering such risks and liabilities as are commercially reasonable and 

appropriate for the operation of the Business. 

6.13 Utilities. Seller has no Knowledge of and has not received any notice of the 

curtailment of any utility service supplied to the Real Property. To Seller's Knowledge, all water 

and all electrical, telecommunication, sanitary and storm sewer and drainage lines, systems and 

hook ups located upon, under, at or adjacent to the Leased Real Property necessary for the 

conduct of the Business as currently contemplated and as proposed to be conducted are installed 

and connected under valid permits. 

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6.14 Title to Acquired Assets. Seller has good, marketable and valid title to each and 

all of the Acquired Assets (other than leased assets), in each case free and clear of all Liens. 

6.15 Intellectual Property. Set forth on Schedule 6.15 of the Disclosure Schedules 

hereto is a complete and accurate list of the intellectual property (the "Intellectual Property"). 

Seller has not licensed its rights in any Intellectual Property, current or planned products, designs 

or services to any other Person, except as provided in the Service Agreement. Seller owns all 

right, title and interest in and to all the Intellectual Property free and clear of all Liens (other than 

Liens as to which the Sale Order shall authorize the sale of the Acquired Assets free and clear). 

Schedule 6.15 of the Disclosure Schedules hereto completely and accurately sets forth which of 

the Intellectual Property is duly, validly and properly registered with or issued by, as applicable, 

the U.S. Patent and Trademark Office, the Registrar of Copyrights and applicable foreign 

Government in foreign jurisdictions. All of such Intellectual Property registrations are valid and 

subsisting, all pending applications for such Intellectual Property are live and all maintenance, 

renewal and other fees relating to such registrations or applications are current, in each case, in 

all material respects. There are no material claims, demands or proceedings instituted or pending 

or, to the Knowledge of Seller, threatened by any Person contesting or challenging the right of 

Seller to use any Intellectual Property which, if adversely determined, would result in a Material 

Adverse Effect to the Business or the Acquired Assets. To the Knowledge of Seller, there are no 

patents, trademarks, trade names, copyrights, or trade secrets owned by a Person other than 

Seller which Seller is using without license to do so. Seller owns or has the right to use all 

Intellectual Property necessary or desirable to operate the Business. Each item of Intellectual 

Property used by Seller in the operation of the Business immediately prior to the Closing will be 

(subject to obtaining any required Consents) owned or available for use by Buyer on identical 

terms and conditions immediately subsequent to the Closing. To the Knowledge of Seller, Seller 

has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with 

any other Person’s intellectual property to any extent that is reasonable likely to cause a Material 

Adverse Effect. Seller has never received any notice alleging any interference, infringement, 

misappropriation, violation or conflict with another Person’s intellectual property rights 

(including any claim that Seller must license or refrain from using any other Person’s intellectual 

property) that is reasonably likely to result in any Material Adverse Effect. To the Knowledge of 

Seller, no other Person has interfered with, infringed upon, misappropriated, or otherwise come 

into conflict with the Intellectual Property. To the Knowledge of Seller, no new products, 

inventions, procedures, or methods of manufacturing or processing have been developed by any 

competitors or other Persons which reasonably could be expected to supersede or make obsolete 

any actual or planned product or process used in the operation of the Business.

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6.16 Brokers. Other than as set forth on Schedule 6.16 of the Disclosure Schedules, 

neither Seller nor any of its Affiliates has authorized any Person to act as broker, finder, banker, 

consultant, intermediary or in any other similar capacity which would entitle such Person to any 

investment banking, brokerage, finder’s or similar fee in connection with the transactions 

contemplated by this Agreement, except where any fee or payment due such persons would be 

solely the obligation of Seller or its Affiliates. 

6.17 Labor Matters.

(a) Schedule 6.17(a) of the Disclosure Schedules sets forth a true, accurate 

and complete list of the names, titles, annual compensation and all bonuses and similar payments 

made with respect to each such individual for the current and fiscal year for all officers and 

employees of any Seller. 

(b) Seller has identified and provided to Buyer true and complete copies of all 

collective bargaining agreements and other labor union contracts (including all amendments 

thereto) which are currently in effect and applicable to any employees of any Seller or which 

recently terminated and are the subject of ongoing negotiations between the parties thereto 

(collectively, the “CBAs”). Schedule 6.17(b) of the Disclosure Schedules identifies all CBAs. 

(c) Except as set forth on Schedule 6.17(c) of the Disclosure Schedules (i) no 

grievances, arbitrations, or legal or administrative proceedings which allege violation of any 

agreements, the CBAs or Law with respect to any employee are pending or, to the Knowledge of 

Seller, threatened against Seller, (ii) Seller is not delinquent in payments to any of its employees 

for any wages, salaries, commissions, bonuses or other direct compensation for any services 

performed for it or amounts required to be reimbursed to such employees, (iii) Seller is not liable 

for any payment to any trust or other fund or to any Government with respect to unemployment 

compensation benefits, social security or other benefits or obligations for employees, (iv) to 

Seller’s Knowledge, no employee of Seller is in any respect in violation of any term of any 

employment contract, nondisclosure agreement, common law nondisclosure obligations, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of 

any such employee to be employed by Seller because of the nature of the business conducted or 

presently proposed to be conducted by Seller or to the use of trade secrets or proprietary 

information of others, and (v) Seller is in compliance with all Laws, the CBAs agreements, 

contracts, policies, plans and programs relating to employment, employment practices, 

compensation, benefits, hours, terms and conditions of employment and the termination of 

employment, including but not limited to any obligations pursuant to the WARN Act, or any 

comparable Law. 

(d) Except as set forth on Schedule 6.17(d) of the Disclosure Schedules (i) no 

work stoppage, slowdown, lockout, labor strike, arbitrations or other labor disputes against any 

Seller is pending or, to the Knowledge of Seller, threatened, (ii) no employee of Seller, at the 

officer level or above, has given written notice to Seller that any such employee intends to 

terminate his or her employment with Seller, and (C) Seller is not a party to, or otherwise bound 

by, any consent decree with any Government relating to employees or employment practices. 

6.18 Aircraft.

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(a) Schedule 6.18(a) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, of all in service aircraft owned or leased by any Seller (an 

“Aircraft”), including the manufacturer model, serial number, United States registration number 

and vintage thereof, including the name of the lessee or sublessee thereof, and all Aircraft 

engines, including the manufacturer, model and serial number. 

(b) All Aircraft are properly registered on the FAA aircraft registry and the 

International Registry, to the extent applicable, in airworthy condition (subject to routine 

maintenance and repair) and have a validly issued FAA Standard Certificate of Airworthiness 

that is in full force and effect. 

(c) All Aircraft in all material respects are being maintained according to 

applicable Federal Aviation Regulations, Manufacturer’s maintenance manual, and FAAapproved maintenance programs of Seller. 

(d) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, containing all contracts (other than existing aircraft leases) 

pursuant to which any Seller may purchase or lease aircraft, engines, components or simulators 

where the expected expenditures under any such contract exceed $100,000.00, including the 

manufacturer and model of all aircraft subject to each contract. 

(e) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, containing all contracts pursuant to which any Seller has 

financed, or have commitments to finance, aircraft (including leases, mortgages, and deferred or 

conditional sales agreements) involving amounts in excess of $100,000.00. 

6.19 Certificates. Seller possesses the FAA Certificates and DOT Certificates in 

material compliance with all applicable Legal Requirements. Seller owns, or has the valid rights 

under, the Certificates. None of the Certificates have been suspended or revoked by the FAA or 

DOT and to Seller’s Knowledge, no event has occurred with respect to Seller, its business or 

operations or the Certificates that reasonably could be expected to cause the FAA to suspend or 

revoke the FAA Certificate or to take such action that reasonably could be expected to adversely 

affect Seller’s rights under the FAA Certificate. Seller is in compliance with its obligations with 

respect to the DOT Certificates provided that they are subject to ongoing fitness requirements 14 

C.F.R. Part 202.

6.20 U.S. Citizen; Air Carrier. Parent’s primary subsidiary, Gulfstream International 

Airlines, Inc., is a “citizen of the United States” as defined in the Transportation Code, is 

operating under authority issued pursuant to such Code (49 U.S.C. Sections 41101-41112) and 

holds an air carrier operating certificate issued pursuant to such Transportation Code (49 U.S.C. 

Sections 44701 et seq.) for aircraft capable of carrying 10 or more individuals and 6,000 pounds 

or more of cargo. 

ARTICLE 7 

REPRESENTATIONS AND WARRANTIES OF BUYER 

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Buyer hereby represents and warrants to Seller as follows, as of the date hereof and as of 

the Closing Date:

7.1 Corporate Organization. Buyer is a corporation, duly organized, validly existing 

and in good standing under the Laws of the State of Delaware, and has all requisite power and 

authority to own its properties and assets and to conduct its business as now conducted. 

7.2 Authorization and Validity. Buyer has all requisite power and authority to enter 

into this Agreement and to execute and deliver the Transaction Documents to which it is a party 

and to carry out its obligations hereunder and thereunder. The execution and delivery of this 

Agreement and the Transaction Documents and the performance of Buyer’s obligations 

hereunder and thereunder have been duly authorized by all necessary action by the board of 

managers of Buyer, and no other proceedings on the part of Buyer are necessary to authorize 

such execution, delivery and performance. This Agreement and the Transaction Documents to 

which it is a party have been duly executed by Buyer and constitute its valid and binding 

obligation, enforceable against it in accordance with the terms herein and therein. 

7.3 No Conflict or Violation. The execution, delivery and performance by Buyer of 

this Agreement and the execution and delivery of the Transaction Documents to which Buyer is 

a party does not and will not violate or conflict with any provision of the organizational 

documents of Buyer and does not and will not violate any provision of Law, or any Order 

applicable to Buyer, nor will it result in a breach of or constitute (with due notice or lapse of time 

or both) a default under any Material Contract to which Buyer is a party or by which it is bound 

or to which any of its properties or assets is subject. 

7.4 Consents, Approvals and Notifications. The execution, delivery and performance 

of this Agreement and the Transaction Documents by Buyer does not require the Consent of, or 

filing with or notification of, any Government or any other Person except: (a) for entry of the 

Sale Order by the Bankruptcy Court or (b) for such Consents and filings, the failure to obtain or 

make would not reasonably be expected to have a Material Adverse Effect on the ability of 

Buyer to consummate the transactions contemplated hereby. 

7.5 Adequate Assurances Regarding Designated Contracts. As of the Closing Date, 

Buyer will be capable of satisfying the conditions contained in Sections 365(f)(2)(B) of the 

Bankruptcy Code with respect to the Designated Contracts. 

7.6 No Financing Contingency. Buyer has the financial resources as required to 

consummate the transactions contemplated by this Agreement 

7.7 FAA Approvals. Buyer is a “citizen of the United States” as defined in the 

Transportation Code, 49 USC § 40102(a)(15), and knows of no fact or reason relating to the 

Buyer or its Affiliates why the FAA or the DOT would deny or unusually delay all requisite 

Consents to the consummation of the transactions contemplated by this Agreement. 

7.8 Brokers. Neither Buyer nor any of its Affiliates has authorized any Person to act 

as broker, finder, banker, consultant, intermediary or in any other similar capacity which would 

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entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection 

with the transactions contemplated by this Agreement, except where any fee or payment due 

such persons would be solely the obligation of Buyer or its Affiliates. 

ARTICLE 8 

COVENANTS OF SELLER 

Seller hereby covenants to Buyer as follows: 

8.1 Actions Before Closing. Seller shall use commercially reasonable best efforts to 

perform and satisfy all conditions to Buyer’s obligations to consummate the transactions 

contemplated by this Agreement that are to be performed or satisfied by Seller under this 

Agreement. 

8.2 Maintenance of Assets Before the Closing Date.

(a) Except as contemplated by this Agreement, as required by the Bankruptcy 

Code or Order of the Bankruptcy Court, or with the written consent of Buyer, Seller shall use 

commercially reasonable best efforts to operate the Business in the ordinary course in a manner 

consistent with past practice, and shall confer on a regular and frequent basis with Buyer and its 

representatives to report on operational matters and the general status of ongoing operations. 

Notwithstanding the generality of the foregoing and except as contemplated by this Agreement, 

as required by the Bankruptcy Code or Order of the Bankruptcy Court, or with the written 

consent of Buyer, Seller shall, between the date hereof and the Closing Date, use commercially 

reasonable best efforts to (i) conduct the Business in compliance with all applicable Laws and in 

accordance with the monthly budgets pre-approved by Buyer, (ii) use commercially reasonable 

best efforts to preserve the Business’s relationships with the current customers, suppliers and 

others having business dealings with the Business, (iii) maintain the Acquired Assets in their 

current working order, condition and repair as of the date hereof, ordinary wear and tear and 

damage from casualty excepted, (iv) perform in all material respects when due the obligations 

required to be performed by Seller under the Contracts, other than to cure pre-petition monetary 

defaults, (v) maintain the Business Records on a basis consistent with prior practice, (vi) bill for 

products sold or services rendered and pay accounts payable in connection with the Business 

consistent with past practice and subject to availability of cash to do so, (vii) maintain all 

insurance policies set forth on Schedule 6.12 hereto, or suitable replacements therefor, in full 

force and effect through the close of business on the Closing Date, (viii) provide Buyer with 

updated monthly financial information concerning the Business, as reasonably requested by 

Buyer, and (ix) grant Buyer reasonable access to its customers, distributors and suppliers and 

cooperate with Buyer in communicating with such Persons, subject to reasonably acceptable 

procedures.

(b) Without limiting the generality of Section 8.2(a), prior to the Closing 

Seller shall not, and shall not permit its Affiliates to, without the prior written consent of Buyer, 

and other than as required by the Bankruptcy Code or Order of the Bankruptcy Court or in the 

ordinary course of business consistent with past practices: (i) sell, lease or transfer any of the 

Acquired Assets or parts thereof, (ii) amend, modify, terminate or change in any material 

respects any Designated Contract, or (iii) grant a consensual Lien on the Acquired Assets. 

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(c) In the event Seller is directed by the Bankruptcy Court to convey or 

dispose of an asset that would be an Acquired Asset (except for reasonably equivalent value 

received by Seller), Seller shall either provide the proceeds of such asset conveyance to Buyer or 

reduce the Purchase Price by the fair market value of such asset. 

8.3 Consents and Approvals. Seller shall use commercially reasonable best efforts to 

obtain all Consents listed on Schedule 6.4 of the Disclosure Schedules. 

8.4 Access to Properties and Records. To the extent permitted under Law and any 

relevant confidentiality agreements, Seller shall afford to Buyer, and to the accountants, counsel 

and representatives of Buyer, reasonable access to the Business Records during normal business 

hours throughout the period prior to the Closing Date (or the earlier termination of this 

Agreement pursuant to the terms hereof). Upon reasonable prior notice, at Buyer’s sole cost, 

expense and risk, Seller shall also afford Buyer reasonable access, during normal business hours, 

to all Acquired Assets throughout the period prior to the Closing Date. If after the Closing Seller 

(or any Affiliate of Seller) shall receive any payment or revenue that belongs to Buyer pursuant 

to this Agreement, Seller shall promptly remit or caused to be remitted the same to Buyer, 

without set-off or deduction of any kind or nature.

8.5 Consultant. If requested by the Buyer prior to Closing, the Seller shall retain a 

consultant or advisor acceptable to the Buyer (the “Consultant”), who shall have the authority to 

advise and consult the Seller with respect to the Seller’s financial and operational affairs and all 

other aspects of the Seller’s businesses, in each case to the extent such actions would not impair 

the transfer or approval of any necessary FAA, DOT or other governmental regulatory permits, 

consents, licenses, franchises, notice, orders, registrations, certifications or authorizations 

necessary to operate the business. The Consultant shall work with the Seller’s management, the 

Buyer and RACC to ensure that all going-forward operations comply with FAA, DOT and any 

other governmental regulations. The tenure and other terms of retention of the Consultant shall 

be acceptable to the Buyer. DIP Lender shall fund under the DIP Loan any fees and expenses 

charged by the Consultant, and such fees and expenses shall be excluded from the $300,000 

monthly cap set forth in subsection 3.1(c) above. 

8.6 Procedures for Consent to Prosecution of Avoidance Actions.

(a) Within fourteen days following the entry of the Sale Order, Seller shall 

provide Buyer with a schedule of Transfers (as such term is defined by Section 101(54) of the 

Bankruptcy Code) to (i) Insiders (as such term is defined by Section 101(31) of the Bankruptcy 

Code) within the one year period prior to the Petition Date and to (ii) non-Insiders within the 

ninety day period prior to the Petition Date consisting of vendors or customers the termination of 

whose relationship with Buyer, in operating Seller’s business after the Closing, is reasonably 

likely to cause a Material Adverse Effect (collectively, the “Transfer Schedules”).

(b) On or before the one hundred fiftieth (150th) day subsequent to the 

Closing, Buyer shall send a written confirmation to Seller, the Committee, or any successor, as 

the case may be, identifying which of the recipients of the Transfers on the Transfer Schedules 

may not be the subject of an Avoidance Action because Buyer maintains an active business 

relationship with such transferee (the “Confirmation Notice”). Upon receipt of the Confirmation 

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Notice from Buyer, Seller, the Committee, or any successor, as the case may be, shall thereafter 

be authorized but not obligated to commence any Avoidance Action possessed by Seller’s estates 

against any transferee not identified in the Confirmation Notice. Seller, the Committee, or any 

successor, as the case may be, may pursue an Avoidance Action solely against those Transfers 

and transferees listed on the Transfer Schedules that are not identified by Buyer in the 

Confirmation Notice. 

8.7 Release. Seller, on behalf of itself and its officers, directors, shareholders, 

members, agents, employees, subsidiaries, Affiliates, successors, assigns, and any other Person 

who could make a claim by or through them for good and valuable consideration, the receipt and 

sufficiency of which are hereby acknowledged, does hereby, unconditionally and irrevocably 

release, acquit, satisfy and forever discharge DIP Lender, Buyer and each of its officers, 

directors, shareholders, members, agents, employees, subsidiaries, Affiliates, successors or 

assigns, from any and all past, present and future manner of actions, causes of action, suits, 

debts, costs, loss of services, obligations, liabilities, sums of money, accounts, reckonings, 

bonds, bills, attorneys’ fees, costs, specialties, covenants, contracts, grievances, controversies, 

agreements, promises, variances, disputes, trespasses, damages, judgments, executions, claims 

and demands whatsoever, regardless of whether at law or in equity or under federal, state, local 

or foreign law or any agency or commission of any local, state or federal government, which 

against them ever had, now has or which can, shall or may hereafter have, upon or by reason of, 

or arising out of or in connection with any cause whatsoever, except for any of the foregoing as 

may arise out of or in connection with this Agreement, any other document, or any of the 

transactions contemplated hereby or thereby.

8.8 Further Assurances. Upon the request and at the sole expense of Buyer at any 

time after the Closing Date, Seller shall execute and deliver such documents as Buyer or its 

counsel may reasonably request to effectuate the purposes of this Agreement.

8.9 Notices. Seller shall give prompt notice to Buyer of (i) the occurrence or 

nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause 

any representation or warranty made by Seller contained in this Agreement to be materially 

untrue or inaccurate, and (ii) any failure of Seller to comply with or satisfy in any material 

respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. 

8.10 Casualty Loss. Notwithstanding any provision in this Agreement to the contrary, 

if, before the Closing, all or any material portion of the Acquired Assets is (a) condemned or 

taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other 

casualty, Seller shall notify Buyer promptly in writing of such fact, and (i) in the case of 

condemnation or taking, Seller shall assign or pay, as the case may be, any proceeds thereof to 

Buyer at the Closing, and (ii) in the case of fire or other casualty, Seller shall either restore such 

damage or assign the insurance proceeds therefrom to Buyer at Closing. Notwithstanding the 

foregoing, the provisions of this Section 8.10 shall not in any way modify Buyer’s other rights 

under this Agreement, including any applicable right to terminate the Agreement if any 

condemnation, taking, damage or other destruction resulted in a Material Adverse Effect. 

8.11 Confidentiality. Each party hereto acknowledges that the other parties have 

legitimate and continuing proprietary interests in the protection of their confidential information 

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and that the parties have invested substantial sums and will continue to invest substantial sums to 

develop, maintain and protect such confidential information. Prior to and after the Closing, each 

party agrees not to disclose, furnish or make accessible to anyone or use for its own benefit 

(other than as contemplated hereby) any trade secrets or other confidential or proprietary 

information of another party relating to any Seller, Buyer and/or their respective businesses or 

the other parties including, but not limited to, information obtained by or revealed to such party 

during any investigations, negotiations or review relating to this Agreement and any other 

document contemplated hereby or thereby or any past or future actions taken in connection with, 

pursuant to, in accordance with, or under this Agreement, including without limitation any 

business plans, marketing plans, financial information, strategies, systems, programs, methods 

and computer programs; provided, however, that such protected information shall not include (i) 

information required to be disclosed by Law, legal or judicial process (including a court order, 

subpoena or order of a Government), (ii) information that is or becomes available to the 

disclosing party on a non-confidential basis from a source other than the other parties and not 

obtained in violation of this Agreement and (iii) information known to the public or otherwise in 

the public domain without violation of this Section 8.11.

ARTICLE 9 

COVENANTS OF BUYER 

Buyer hereby covenants to Seller as follows: 

9.1 Actions Before Closing Date. Buyer shall use commercially reasonable efforts to 

perform and satisfy all conditions to Seller’s obligations to consummate the transactions 

contemplated by this Agreement that are to be performed or satisfied by Buyer under this 

Agreement. 

9.2 Consents, Approvals and Notifications. Buyer shall use commercially reasonable 

efforts to obtain all Consents of all Governments, and all other Persons, required to be obtained 

by Buyer and provide notifications to all Persons required to be notified by Buyer to effect the 

transactions contemplated by this Agreement. Buyer shall promptly take all actions as are 

reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Sale 

Order, including furnishing affidavits, financial information or other documents or information 

for filing with the Bankruptcy Court and making Buyer’s employees and representatives 

available to testify before the Bankruptcy Court.

9.3 Availability of Business Records. After the Closing Date, Buyer shall provide to 

Seller and Related Persons (after reasonable notice and during normal business hours and 

without charge to Seller) access to all Business Records for periods prior to the Closing and shall 

preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b) 

the required retention period for all government contact information, records or documents. 

Such access shall include access to any information in electronic form to the extent reasonably 

available. Buyer acknowledges that Seller has the right to retain originals or copies of Business 

Records for periods prior to the Closing. Prior to destroying any Business Records for periods 

prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed 

destruction of its intent to destroy such Business Records, and Buyer will permit Seller to retain 

such Business Records. With respect to any litigation and claims that are Excluded Liabilities, 

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Buyer shall render all reasonable assistance that Seller may request in defending such litigation 

or claim and shall make available to Seller’s personnel most knowledgeable about the matter in 

question. If after the Closing Buyer (or any Affiliate or creditor of Buyer) shall receive any 

payment or revenue that belongs to Seller pursuant to this Agreement, Buyer shall promptly 

remit or caused to be remitted the same to Seller, without set-off or deduction of any kind or 

nature.

9.4 Employee and Benefits Matters. Buyer shall offer employment to substantially all 

individuals employed by Seller in connection with the Business as of the Closing Date (the 

“Employees”) to commence immediately following the Closing, and any such offer shall be 

(a) contingent upon the issuance of the Sale Order of the Bankruptcy Court and the Closing, and 

(b) based on terms and conditions of employment as those provided by Seller prior to Closing 

(with credit for past service with respect to title, compensation and benefits); provided, however,

that Buyer shall not be required to offer employment to any Employee that is party to an 

employment agreement or a CBA, unless such employment agreement is listed as an Designated 

Contract on Schedule 2.1(e). Only Employees who accept Buyer’s offer of employment and 

who commence employment with Buyer shall be referred to herein as the “Transferred 

Employees.” Nothing herein, express or implied, shall (i) create any third party beneficiary or 

other rights or confer upon any Employee or former employee of Seller any rights or remedies 

(including any right to employment or continued employment for any specified period) of any 

nature or kind whatsoever, under or by reason of this Agreement, (ii) be deemed to constitute an 

amendment or other modification under any Employee Benefit Plan or any employee benefit 

plan maintained by the Parties, (iii) limit the right of Buyer or its Affiliates to amend, terminate 

or otherwise modify any employee benefit plan maintained by Buyer following the Closing Date; 

or (iv) impair or affect Seller’s prosecution of that certain motion filed by Seller as D.E. #270 in 

the Bankruptcy Case. Buyer and Seller agree that the provisions contained herein are not 

intended to be for the benefit of or otherwise be enforceable by, any third party, including any 

employee or former employee of Seller. With respect to any of Seller’s current Employees who, 

at or after the time of Closing, is not hired, or not otherwise employed by Buyer, the employment 

of each such Employee with Seller shall be deemed terminated as of the date immediately 

preceding the Closing Date, and Buyer shall be responsible for, and Seller shall not be obligated 

and responsible for, any and all liability, claims, actions, damages, judgments, penalties, costs, 

and expenses that may arise in connection with said termination, including without limitation, 

claims for wages, severance, benefits, or notice pay, or for failure by Seller or Buyer to provide 

notice under the WARN Act or other similar Law, but not including any claims for bonuses or 

change of control payments that are Excluded Liabilities. Pursuant to the “Standard Procedure”

provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, if applicable, (i) Buyer and 

Seller shall report on a predecessor/successor basis as set forth therein, and (ii) Buyer will 

undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with 

respect to the portion of the year during which such Transferred Employees are employed by 

Buyer that includes the Closing Date, excluding the portion of such year that such Transferred 

Employee was employed by Seller. 

Following the Closing Date, (i) Buyer shall ensure that no waiting periods, exclusions or 

limitations with respect to any pre-existing conditions, evidence of insurability or good health or 

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actively-at-work exclusions are applicable to any employees of Seller or their dependents or 

beneficiaries under any welfare benefit plans in which such Transferred Employees may be 

eligible to participate; and (ii) Buyer shall provide or cause to be provided that any costs or 

expenses incurred by Transferred Employees (and their dependents or beneficiaries) up to (and 

including) the Closing Date shall be taken into account for purposes of satisfying applicable 

deducible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or 

limitations on coverage under any such welfare benefit plans. With respect to each employee 

benefit plan, policy or practice, including, without limitation, severance, vacation and paid time 

off plans, policies or practices, sponsored or maintained by Buyer or its Affiliates, Buyer shall 

grant, or cause to be granted to, all Transferred Employees from and after the Closing Date credit 

for all service with Seller and its predecessors, prior to the Closing Date for all purposes 

(including, without limitation, eligibility to participate, vesting credit, eligibility to commence 

benefits and benefit accrual). 

Notwithstanding the foregoing, nothing in this Agreement shall limit or be interpreted to 

limit the Buyer's right to amend or terminate any employee benefit plan, policy or practice in any 

manner which it deems advisable in its sole discretion. 

ARTICLE 10 

BANKRUPTCY PROCEDURES 

Seller shall use its reasonable best efforts to obtain the entry of the Sale Order on the 

Bankruptcy Court’s docket. Buyer covenants and agrees that it shall cooperate with Seller in 

connection with furnishing information or documents to Seller to satisfy the requirements of 

adequate assurance of future performance under Section 365(f)(2)(B) of the Bankruptcy Code. 

ARTICLE 11 

REGULATORY MATTERS 

Buyer hereby covenants to Seller, and Seller hereby covenants to Buyer, as follows: 

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11.1 Certificates. The FAA Certificate is non-transferable. Seller’s FAA Certificate is 

specific to Seller’s particular operations, personnel and manuals, which were found to be in 

compliance under the Federal Aviation Regulations, and a new certificate must be issued to 

Buyer. The FAA may issue a new or an amended operating certificate to Buyer only after the 

FAA has evaluated Buyer and determined that it is properly and adequately equipped and able to 

conduct safe options. Moreover, the transfer of the Certificate of Public Convenience and 

Necessity issued by the DOT is subject to the prior approval of the DOT under 49 U.S.C. § 

41105. As soon as reasonably practicable, but in any event within fifteen (15) business days 

after the date of this Agreement, Buyer and Seller shall use their respective commercially 

reasonable efforts (as applicable) to: (a) apply to the DOT and the FAA, as applicable, for 

approval of the transfer or issuance of the Certificates pursuant to this Agreement, and thereafter 

make any other required submissions to the DOT and FAA with respect to such transfer and 

issuance, and (b) thereafter, and as applicable, take all appropriate actions, and do, or cause to be 

done, all things necessary, proper or advisable with respect to obtaining the approval of the 

transfer or issuance of the Certificates: provided, that subject to the last sentence of this Section 

11.1, neither Buyer nor Seller will have any obligation to provide any guarantee or other 

consideration to the DOT or FAA of any nature in connection with obtaining such approvals for 

the transfer and issuance of the Certificates. Subject to the foregoing, each party, as applicable, 

agrees to cooperate with the other in the preparation and filing of, and the provision of 

information for, all forms, notifications, reports and information, if any, required or reasonably 

deemed advisable in connection with obtaining necessary approvals of the DOT and FAA, and to 

use their respective commercially reasonable efforts to agree jointly on a method to overcome 

any objections by the DOT or FAA. Upon reasonable advance notice, Seller will provide Buyer 

and Buyer’s representatives with access to and use of the Acquired Assets and allow Buyer’s 

representatives to communicate directly with FAA and DOT representatives to the extent 

required to obtain the necessary approvals of the DOT and the FAA; provided, that such access 

and use does not interfere with Seller’s access or use of the Acquired Assets, and provided, 

further, that Seller shall be entitled to have a representative observe any such access or use by 

Buyer or its representatives. Each of the parties shall bear their own costs and expenses incurred 

in connection with obtaining the necessary approvals of the DOT and the FAA, except that 

Buyer shall pay for any filing fees required to be paid to the DOT or the FAA in connection with 

the transfer and issuance of the Certificates pursuant to this Agreement. Buyer will promptly 

deliver notice to Seller in writing of any specific event or circumstance of which Buyer has 

knowledge, or of which it receives notice, that has resulted or could reasonably be expected to 

result in any delay or failure in obtaining the DOT or FAA approvals. 

11.2 Permit Transfers. Seller shall provide commercially reasonable assistance to 

Buyer to assist Buyer in (i) obtaining or (ii) the transfer of Permits from Seller to Buyer. Any 

and all fees required by any Government or any Person to obtain or for the transfer of a Permit 

shall be the sole responsibility of Seller. 

ARTICLE 12 

TAXES 

12.1 Taxes Related to Purchase of Acquired Assets. In the event that any Transfer 

Taxes shall be payable in connection with the transactions contemplated by this Agreement, such 

Transfer Taxes shall be paid by Buyer. In no event shall any party to this Agreement be 

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responsible for the income taxes of any other party that arise as a consequence of the transactions 

consummated hereunder. 

12.2 Proration of Real and Personal Property Taxes. All real and personal property 

taxes and assessments on the Acquired Assets for any taxable period commencing prior to the 

day immediately preceding the Closing Date (the “Adjustment Date”) and ending after the 

Adjustment Date (a “Straddle Period”) shall be prorated between Buyer and Seller as of the 

close of business on the Adjustment Date based on the best information then available, with (a)

Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to 

the Adjustment Date and (b) Buyer being liable for such Taxes attributable to any portion of a 

Straddle Period beginning on or after the Adjustment Date. Information available after the 

Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be 

taken into account and any change in the amount of such Taxes shall be prorated between Buyer 

and Seller as set forth in the next sentence. All such prorations shall be allocated so that items 

relating to the portion of a Straddle Period ending prior to the Adjustment Date shall be allocated 

to Seller based upon the number of days in the Straddle Period prior to the Adjustment Date and 

items related to the portion of a Straddle Period beginning on or after the Adjustment Date shall 

be allocated to Buyer based upon the number of days in the Straddle Period from and after the 

Adjustment Date; provided, however, that the parties shall allocate any real property Tax in 

accordance with Section 164(d) of the Code. The amount of all such prorations that must be paid 

in order to convey the Acquired Assets to Buyer free and clear of all Liens shall be calculated 

and paid on the Closing Date; all other prorations shall be calculated and paid as soon as 

practicable thereafter. 

12.3 Cooperation on Tax Matters. Seller and Buyer shall (and shall cause their 

respective Affiliates to) cooperate fully with each other and make available or cause to be made 

available to each other for consultation, inspection and copying (at such other party’s expense) in 

a timely fashion such personnel, Tax data, relevant Tax Returns or portions thereof and filings, 

files, books, records, documents, financial, technical and operating data, computer records and 

other information as may be reasonably required (a) for the preparation by such other party of 

any Tax Returns or (b) in connection with any Tax audit or proceeding including one party (or an 

Affiliate thereof) to the extent such Tax audit or proceeding relates to or arises from the 

transactions contemplated by this Agreement. 

12.4 Retention of Tax Records. After the Closing Date and until the expiration of all 

statutes of limitation applicable to Seller’s liabilities for Taxes, Buyer shall retain possession of 

all accounting, business, financial and Tax records and information that (a) relate to the Acquired 

Assets and are in existence on the Closing Date and (b) come into existence after the Closing 

Date but relate to the Acquired Assets before the Closing Date. In addition, from and after the 

Closing Date, Buyer shall provide to Seller and their Related Persons (after reasonable notice 

and during normal business hours) access to the books, records, documents and other 

information relating to the Acquired Assets as Seller may reasonably deem necessary to 

(i) properly prepare for, file, prove, answer, prosecute and defend any Tax Return, claim, filing, 

tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under 

chapter 11 of the Bankruptcy Code of or including Seller. Such access shall include reasonable 

access to any computerized information systems that contain data regarding the Acquired Assets. 

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12.5 Allocation of Purchase Price and Purchase Price Allocation Forms. The Purchase 

Price, the Assumed Liabilities and other relevant items shall be allocated among the Acquired 

Assets in accordance with Section 1060 of the Internal Revenue Code. Buyer shall prepare and 

deliver to Seller an allocation schedule setting forth Buyer’s determination of the allocation (the 

“Allocation Schedule”) within 30 days after the Agreement Date, which Allocation Schedule 

shall be subject to the reasonable approval of Seller. The Allocation Schedule shall identify the 

transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. 

Section 1060-1 (or any comparable provision of state or local tax Law) or any successor 

provision. The parties agree that they will report the federal, state, local and other Tax 

consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a 

manner consistent with such allocation and that they will not take any position inconsistent 

therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to 

the extent required to do so pursuant to applicable law. Seller and Buyer shall cooperate in the 

filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any 

other provision of this Agreement, this Section 12.5 shall survive any termination or expiration 

of this Agreement. 

ARTICLE 13 

CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES 

13.1 Conditions Precedent to Performance by Seller and Buyer. The respective 

obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement 

are subject to the satisfaction or waiver (other than the conditions contained in Sections 13.1(b)

and (c), the satisfaction of which cannot be waived), on or prior to the Closing Date, of the 

following conditions: 

(a) Bankruptcy Matters. The Bankruptcy Court shall have entered the Sale 

Order no later than January 20, 2011 and it shall have become a Final Order. 

(b) Regulatory Approvals. The Regulatory Approvals on Schedule 13.1(b)

shall have been obtained and requisite notice shall have been provided by Buyer to relevant 

Government authorities. 

(c) DOT and FAA Approvals. Buyer shall have received: (1) the written 

approval of the transfer to Buyer of the DOT Certificates by the DOT; and (2) a new or amended 

FAA Certificate issued by the FAA, without any condition or limitations that Buyer determines, 

in its reasonable good faith judgment, to be adverse to the Certificates as Buyer contemplates 

they will be used in its business after Closing (which shall be consistent with Seller's operations 

prior to Closing, taking into account its flight operations after Closing. 

(d) No Order. No order, statute, rule, regulation, executive order, injunction, 

stay, decree, directive, or restraining order shall have been enacted, entered, promulgated or 

enforced by any court of competent jurisdiction or Government that would (i) prevent the 

consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the 

transactions contemplated by this Agreement to be rescinded following consummation, nor shall 

any such order, statute, rule, regulation, executive order, injunction, stay, decree, directive, or 

restraining order be in effect. No Action shall be pending before any Government or before any 

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arbitral body wherein an unfavorable injunction, judgment, order, decree, ruling, directive or 

charge would (x) prevent consummation of any of the transactions contemplated by this 

Agreement or (y) cause any of the transactions contemplated by this Agreement to be rescinded 

following consummation.

13.2 Conditions Precedent to Performance by Seller. The obligations of Seller to 

consummate the transactions contemplated by this Agreement are subject to the satisfaction, on 

or before the Closing Date, of the following conditions, any one or more of which may be 

waived by Seller in its sole discretion: 

(a) Representations and Warranties of Buyer.

All representations and warranties made by Buyer in Article 7 of this Agreement 

shall be true and correct in all material respects on and as of the Closing Date as if again made by 

Buyer on and as of such date (or, if made as of a specific date, at and as of such date) (except for 

such representations and warranties which are qualified by “material” or “Material Adverse 

Effect”, which such representations and warranties shall be true and correct in all respects as so 

qualified), and Seller shall have received a certificate dated as of the Closing Date from Buyer to 

that effect. 

(b) Performance of the Obligations of Buyer. Buyer shall have performed in 

all material respects all obligations required under this Agreement to be performed by it on or 

before the Closing Date (except with respect to the obligation to pay the Purchase Price in 

accordance with the terms of this Agreement, which obligation shall be performed in all respects 

as required under this Agreement), and Seller shall have received a certificate dated as of the 

Closing Date and signed by the President or a Vice President of Buyer to that effect. 

(c) Cure of Defaults. Buyer shall, on or prior to the Closing, have satisfied all 

Cure Claims in connection with the assumptions of the Designated Contracts pursuant to Section 

365 of the Bankruptcy Code. 

(d) Buyer’s Deliveries. Buyer shall have delivered, and Seller shall have 

received, all of the items set forth in Section 5.3 of this Agreement. 

13.3 Conditions Precedent to the Performance by Buyer. The obligations of Buyer to 

consummate the transactions contemplated by this Agreement are subject to the satisfaction, on 

or before the Closing Date, of the following conditions, any one or more of which may be 

waived by Buyer in its sole discretion: 

(a) Representations and Warranties of Seller. The representations and 

warranties made by Seller in of this Agreement shall be true and correct in all material respects 

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when made, and except as otherwise provided herein, in each case as though made at and as of 

such time (or, if made as of a specific date, at and as of such date), except to the extent such 

failures to be true and correct do not constitute a Material Adverse Effect (except for 

representations and warranties which are qualified by “material” or “Material Adverse Effect”, 

which such representations and warranties shall be true and correct in all respects as so 

qualified), and Buyer shall have received a certificate dated the Closing Date from Seller to that 

effect. Notwithstanding the foregoing and any conflicting or inconsistent provisions in this 

Agreement, the Buyer agrees that the occurrence of a Material Adverse Effect after the execution 

of this Agreement and prior to Closing shall not allow Buyer to terminate this Agreement, and 

the absence of a Material Adverse Effect shall not be a condition precedent to Closing. Without 

limiting the generality of the foregoing, this condition precedent shall be satisfied in all respects 

at the Closing, notwithstanding the occurrence of an event or circumstance which occurs (i) after 

the date hereof, (ii) would constitute or contribute to a Material Adverse Effect, and (iii) would 

thereby otherwise cause this condition precedent not to be satisfied. 

(b) Performance of the Obligations of Seller. Seller shall have performed in 

all respects all obligations required under this Agreement to be performed by it on or before the 

Closing Date and Buyer shall have received a certificate dated the Closing Date and signed by 

the President or a Vice President of Seller to that effect. 

(c) Seller’s Deliveries. Seller shall have delivered, and Buyer shall have 

received, all of the items set forth in Section 5.2 of this Agreement. 

(d) Permits. The Buyer shall have received the Permits that are set forth on 

Schedule 13.3(d), which are necessary for Buyer to take title to all of the Acquired Assets at 

Closing and thereafter to operate all aspects of the Business. 

(e) Raytheon Aircraft. Buyer shall have purchased from RACC those aircraft 

listed on Schedule 13.3(e), in accordance with terms provided on Section 5.4.

(f) Schedules. Seller shall have provided to Buyer within ____ days of the 

Agreement Date the Disclosure Schedules to the Agreement, reasonably acceptable to Buyer. 

ARTICLE 14 

TERMINATION AND EFFECT OF TERMINATION 

14.1 Right of Termination. Notwithstanding anything to the contrary contained herein, 

this Agreement may be terminated only as provided in this Article. In the case of any such 

termination, the terminating party shall give notice to the other party specifying the provision 

pursuant to which the Agreement is being terminated. 

14.2 Termination Without Default.

(a) This Agreement may be terminated at any time before Closing: 

(i) by mutual written consent of Seller and Buyer; 

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(ii) by Buyer, if a Sale Order has not been entered by the close of 

business on January 20, 2011; 

(iii) by Buyer, anytime after April 30, 2011 (the “Termination Date”), 

if any condition contained in Sections 13.1 and 13.3 has not been satisfied or waived as 

of such time; provided, however, that Buyer shall not have the right to terminate this 

Agreement under this Section 14.2(a)(iii) if Buyer’s failure to fulfill any of its obligations 

under this Agreement is the reason that the Closing has not occurred on or before said 

date;

(iv) by either Buyer or Seller, immediately upon a Final Order (or 

similar written declaration) declaring this Agreement or the Transaction Documents 

invalid or unenforceable in any material respect or that prevents or materially delays the 

consummation of the transactions contemplated hereby or thereby (a “Termination 

Order”); provided, however, that neither Seller nor Buyer shall have the right to 

terminate this Agreement pursuant to this Section 14.2(a)(iv) if such party or any of its 

Affiliates has sought entry of, or has failed to use all commercially reasonable efforts to 

oppose entry of, such Termination Order; 

(v) by Buyer, if there has been a material violation or breach by Seller 

of any representation, warranty or covenant contained in this Agreement which (A) has 

rendered the satisfaction of any condition to the obligations of Buyer set forth in Section 

13.3 impossible, (B) has not been waived by Buyer and (C) Buyer is not in material 

breach of this Agreement; or 

(vi) by Seller, if there has been a material violation or breach by Buyer 

of any representation, warranty or covenant contained in this Agreement which (A) has 

rendered the satisfaction of any condition to the obligations of Seller set forth in Section 

13.2 impossible, (B) has not been waived by Seller and (C) Seller is not in material 

breach of this Agreement. 

(b) If this Agreement is terminated pursuant to Section 14.2(a), (i) this 

Agreement shall become null and void and have no effect (other than this provision which shall 

survive termination) and (ii) except as set forth in Section 14.5, none of Seller, Buyer or any of 

their respective Related Persons shall have any liability or obligation arising under or in 

connection with this Agreement. 

14.3 Effect of Failure of Seller’s Conditions to Closing. Seller may terminate this 

Agreement at any time after the Termination Date and before Closing if any condition contained 

in Section 13.2(a) has not been satisfied or waived by Seller as of such time; provided, however,

that Seller shall not have the right to terminate this Agreement under this Section 14.3 if Seller’s 

failure to fulfill any of its obligations under this Agreement has been the reason that the Closing 

has not been consummated on or before such date. 

14.4 Effect of Failure of Buyer’s Conditions to Closing. Buyer may terminate this 

Agreement at any time after the Termination Date and before Closing if any condition contained 

in Section 13.3 has not been satisfied or waived as of such time; provided, however, that Buyer 

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shall not have the right to terminate this Agreement under this Section 14.4 if Buyer’s failure to 

fulfill any of its obligations under this Agreement has been the reason that the Closing has not 

been consummated on or before said date. If this Agreement is terminated pursuant to this 

Section 14.4: (i) this Agreement shall become null and void and have no effect (other than this 

provision and which shall survive termination) and (ii) except as provided in this Section 14.5,

none of Seller, Buyer or any of their respective Related Persons shall have any liability or 

obligation arising under or in connection with this Agreement. 

14.5 Deposit.

(a) If this Agreement is terminated pursuant to Sections 14.2(a)(i), (ii), (iii),

(iv) or (v), the contemplated reduction in the DIP Loan in the amount of the Deposit shall 

become null and void and the full amount of the Deposit shall be added to the amount owed 

under the DIP Loan.

(b) If this Agreement is terminated pursuant to Section 14.2(a)(vi), the first 

$765,000.00 of the outstanding obligations under the DIP Loan shall be waived, released and 

satisfied in favor of Seller.

(c) Buyer and Seller hereby acknowledge that the obligation to reduce the 

DIP Loan by the amount of the Deposit shall survive the termination of this Agreement and shall 

be paid pursuant to the terms herein. 

ARTICLE 15 

MISCELLANEOUS 

15.1 Successors and Assigns. Except as otherwise provided in this Agreement, no 

party hereto shall assign this Agreement or any rights or obligations hereunder without the prior 

written consent of the other party hereto, and any such attempted assignment without such prior 

written consent shall be void and of no force and effect. This Agreement shall inure to the 

benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. 

15.2 Governing Law; Jurisdiction. This Agreement shall be construed, performed and 

enforced in accordance with, and governed by, the Laws of the State of Florida (without giving 

effect to the principles of conflicts of Laws thereof), except to the extent that the Laws of such 

State are superseded by the Bankruptcy Code; provided that the validity and enforceability of all 

conveyance documents or instruments executed and delivered pursuant to this Agreement insofar 

as they affect title to real property shall be governed by and construed in accordance with the 

Laws of the jurisdiction in which such property is located. For so long as Seller is subject to the 

jurisdiction of the Bankruptcy Court, the parties hereto irrevocably elect as the sole judicial 

forum for the adjudication of any matters arising under or in connection with the Agreement, and 

consent to the exclusive jurisdiction of, the Bankruptcy Court.

15.3 Survival of Representations and Warranties. None of the representations or 

warranties of Seller or Buyer set forth in this Agreement shall survive the Closing. 

15.4 Mutual Drafting. This Agreement is the result of the joint efforts of Buyer and 

Seller, and each provision hereof has been subject to the mutual consultation, negotiation and 

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agreement of the parties and there is to be no construction against either party based on any 

presumption of that party’s involvement in the drafting thereof. 

15.5 Expenses. Except as otherwise provided in any Order of the Bankruptcy Court 

with respect to Buyer, each of the Parties shall pay its own expenses in connection with this 

Agreement and the transactions contemplated hereby, including any legal and accounting fees, 

whether or not the transactions contemplated hereby are consummated. 

15.6 Severability. In the event that any part of this Agreement is declared by any court 

or other judicial or administrative body to be null, void or unenforceable, said provision shall 

survive to the extent it is not so declared, and all of the other provisions of this Agreement shall 

remain in full force and effect only if, after excluding the portion deemed to be unenforceable, 

the remaining terms shall provide for the consummation of the transactions contemplated hereby 

in substantially the same manner as originally set forth at the later of the date this Agreement 

was executed or last amended. 

15.7 Notices. All notices, requests, demands and other communications under this 

Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of 

service if served personally on the party to whom notice is to be given; (b) on the day of 

transmission if sent via facsimile transmission to the facsimile number given below, and 

telephonic confirmation of receipt is obtained promptly after completion of transmission; (c) on 

the day after delivery to FedEx or similar overnight courier or the Express Mail service 

maintained by the United States Postal Service or (d) on the fifth day after mailing, if mailed to 

the party to whom notice is to be given, by first class mail, registered or certified, postage 

prepaid and properly addressed, to the party as follows: 

If to Seller: 

Gulfstream International Group, Inc. 

3201 Griffin Road, 4th Floor 

Fort Lauderdale, Florida 33312 

Attention: David F. Hackett 

Facsimile: (954) 985-5245 

Copy to: 

Berger Singerman, P.A. 

350 E. Las Olas Boulevard, Suite 1000 

Fort Lauderdale, FL 33301 

Attention: Brian K. Gart, Esq. 

Facsimile: (954) 523-2872 

If to Buyer: 

VPAA Co. 

c/o Victory Park Capital Advisors, LLC 

227 West Monroe Street, Ste. 3900 

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Chicago, IL 60606 

Attention: Scott R. Zemnick, Esq. 

Facsimile: (312)701-0794 

Copy to: 

Akerman Senterfitt 

350 East Las Olas Boulevard, Suite 1600 

Fort Lauderdale, FL 33301 

Attention: Eyal Berger, Esq. 

Facsimile: (954) 463-2224 

Any party may change its address for the purpose of this Section 15.7 by giving the other 

party written notice of its new address in the manner set forth above. 

15.8 Amendments; Waivers. This Agreement may be amended or modified, and any 

of the terms, covenants, representations, warranties or conditions hereof may be waived, only by 

a written instrument executed by the parties hereto, or in the case of a waiver, by the party 

waiving compliance. Any waiver by any party of any condition, or of the breach of any 

provision, term, covenant, representation or warranty contained in this Agreement, in any one or 

more instances, shall not be deemed to be nor construed as a furthering or continuing waiver of 

any such condition, or of the breach of any other provision, term, covenant, representation or 

warranty of this Agreement. 

15.9 Public Announcements. No party shall make any press release or public 

announcement concerning the transactions contemplated by this Agreement without the prior 

written approval of the other parties, unless a press release or public announcement is required 

by Law or Order of the Bankruptcy Court. If any such announcement or other disclosure is 

required by Law or Order of the Bankruptcy Court, the disclosing party shall give the 

nondisclosing party or parties prior notice of, and an opportunity to comment on, the proposed 

disclosure. The parties acknowledge that Seller shall file this Agreement with the Bankruptcy 

Court in connection with obtaining the Sale Order. 

15.10 Entire Agreement. This Agreement, the Exhibits and the Transaction Documents 

contain the entire understanding among the parties hereto with respect to the transactions 

contemplated hereby and supersede and replace all prior and contemporaneous agreements and 

understandings, oral or written, with regard to such transactions. All Schedules hereto and any 

documents and instruments delivered pursuant to any provision hereof are expressly made a part 

of this Agreement as fully as though completely set forth herein. 

15.11 Parties in Interest. Nothing in this Agreement is intended to confer any rights or 

remedies under or by reason of this Agreement on any Persons other than Seller and Buyer and 

their respective successors and permitted assigns. Nothing in this Agreement is intended to 

relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. No 

provision of this Agreement shall give any third Persons any right of subrogation or action over 

or against Seller or Buyer. 

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15.12 Headings. The article and section headings in this Agreement are for reference 

purposes only and shall not affect the meaning or interpretation of this Agreement. 

15.13 Construction. Unless the context of this Agreement otherwise requires, (i) words 

of any gender include the other gender, (ii) words using the singular or plural number also 

include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” 

and derivative or similar words refer to this entire Agreement as a whole and not to any other 

particular article, section or other subdivision, (iv) the words “include,” “includes” and 

“including” shall be deemed to be followed by the phrase “without limitation,” (v) “shall,” 

“will,” or “agrees” are mandatory, and “may” is permissive, and (vi) “or” is not exclusive. 

15.14 Currency. Except where otherwise expressly provided, all amounts in this 

Agreement are stated and shall be paid in United States currency. 

15.15 Time of Essence. Time is of the essence of this Agreement. 

15.16 Counterparts. This Agreement may be executed in counterparts, each of which 

shall be deemed an original, but all of which shall constitute the same agreement. This 

Agreement and any signed agreement entered into in connection herewith or contemplated 

hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile 

(or equivalent electronic transmission), shall be treated in all manner and respects as an original 

contract and shall be considered to have the same binding legal effects as if it were the original 

signed version thereof delivered in person. 

(Signatures are on the following page.) 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 

executed by their respective officers thereunto duly authorized as of the date first above written. 

GULFSTREAM INTERNATIONAL 

GROUP, INC.

By:

Name: 

Title: 

GULFSTREAM INTERNATIONAL 

AIRLINES, INC. 

By:

Name: 

Title: 

GULFSTREAM TRAINING ACADEMY, INC. 

By:

Name: 

Title: 

GULFSTREAM CONNECTION, INC. 

By:

Name: 

Title: 

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GIA HOLDINGS CORP., INC. 

By:

Name: 

Title: 

VPAA CO. 

By:

Name: 

Title: 

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 94 (Exhibits)
Exhibit B

Asset Purchase Agreement 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 95 (Exhibits)
{FT741494;10}

ASSET PURCHASE AGREEMENT 

by and among 

GULFSTREAM INTERNATIONAL GROUP, INC. AND ITS SUBSIDIARIES, 

AS SELLER, 

and 

VPAA CO., 

AS BUYER 

Dated as of March ___, 2011 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 96 (Exhibits)
{FT741494;10} 2

ASSET PURCHASE AGREEMENT 

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of 

March ___, 2011 (the “Agreement Date”), is made by and among Gulfstream International 

Group, Inc., a Delaware corporation (“Parent”) and its subsidiaries set forth on the signature 

page hereto (the “Subsidiaries” and collectively with the Parent, “Seller”) and VPAA Co., a 

Delaware corporation, (the “Buyer”). Capitalized terms used in this Agreement are defined in 

Article 1 hereof or in the Sale Order. 

BACKGROUND INFORMATION

WHEREAS, on November 4, 2010 (the “Petition Date”), Seller filed a voluntary petition 

for relief under the Bankruptcy Code in the Bankruptcy Court in the Southern District of Florida, 

Ft. Lauderdale Division, jointly administered under Case No. 10-44131-BKC-JKO (the 

“Bankruptcy Case”); 

WHEREAS, Seller holds Certificates of Public Convenience and Necessity issued by the 

United States Department of Transportation, and an Air Carrier Certificate issued by the Federal 

Aviation Administration and pursuant to these certificates, it conducts scheduled and charter 

passenger and cargo operations within the United States and between the United States and 

various foreign destinations (the “Business”); 

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer 

desires to purchase from Seller, and Seller desires to sell to Buyer, the Acquired Assets, in a sale 

authorized by the Bankruptcy Court free and clear of all Liens, claims and other interests 

pursuant to, inter alia, Sections 105, 363, and 365 of the Bankruptcy Code; 

WHEREAS, it is intended that the acquisition of the Acquired Assets would be 

accomplished through the sale, transfer and assignment of the Acquired Assets by Seller to 

Buyer; 

WHEREAS, Buyer also desires to assume, and Seller desires to assign and transfer to 

Buyer, the Assumed Liabilities; 

NOW, THEREFORE, in consideration of the foregoing and their respective 

representations, warranties, covenants and undertakings herein contained, and other good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and 

Buyer hereby agree as follows: 

ARTICLE 1 

DEFINITIONS 

1.1 Certain Terms Defined. As used in this Agreement, the following terms shall 

have the following meanings: 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly 

controlling, controlled by or under direct or indirect common control with such first Person 

where “control” means the possession, directly or indirectly, of the power to direct or cause the 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 97 (Exhibits)
{FT741494;10} 3

direction of the management policies of a Person, through the ownership of voting securities, by 

contract, as trustee, executor or otherwise. 

“Assumption Schedule” means that certain Seller’s Notice of Filing of Assumption 

Schedule, filed on December 22, 2010, as Docket Entry #238. 

 “Avoidance Actions” mean all actions or causes of action provided by and arising under 

Chapter 5 of the Bankruptcy Code, including, but not limited to, actions arising under 

Sections 510, 542 through 550 inclusive and 553 of the Bankruptcy Code or under similar state 

laws, including fraudulent transfer and preference claims. 

“Bankruptcy Code” means Title 11 of the United States Code. 

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District 

of Florida, Fort Lauderdale Division, or such other court having jurisdiction over the Bankruptcy 

Case originally administered in the United States Bankruptcy Court of the Southern District of 

Florida. 

“Business Day” means any day other than Saturday, Sunday and any day that is a legal 

holiday or a day on which banking institutions in Florida are authorized by Law or other 

Government action to close. 

“Business Records” means all books, files and records to the extent they apply 

exclusively to the Acquired Assets, including customer lists, historical customer files, reports, 

plans, data, accounting and tax records, test results, product specifications, drawings, diagrams, 

training manuals, engineering data, safety and Environmental Reports and documents, 

maintenance schedules, operating and production records, inventory records, business plans, and 

marketing and all other studies, documents and records but excluding any Retained Books and 

Records. 

“Claims” means all claims as defined in Section 101(5) of the Bankruptcy Code. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the Official Committee of unsecured creditors appointed by the 

Office of the United States Trustee as indicated in Docket Entry No. 94 in the Bankruptcy Case. 

“Consent” means any consent, approval, authorization, qualification, waiver or 

notification of a Government or third party. 

“Contract” means any written or oral contract, agreement, license, sublicense, lease, 

sublease, mortgage, instruments, guaranties, commitment, understanding, undertaking or other 

similar arrangement, whether express or implied. 

“Cure Claims” means the amount necessary to cure Claims relating to Designated 

Contracts under Section 365 of the Bankruptcy Code. 

“Designated Contract” shall have the meaning set forth in Section 2.1(e). 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 98 (Exhibits)
{FT741494;10} 4

“DIP Lender” means Victory Park Capital Advisors, LLC, on behalf of one or more 

entities for which it acts as investment manager. 

“DIP Loan” means that certain Letter Agreement, dated November 3, 2010, among 

Seller and DIP Lender, pursuant to which DIP Lender agreed to loan to Seller an amount up to 

$5,000,000.00, as approved by the DIP Order, and all obligations outstanding thereunder. 

“DIP Order” means the Order dated November 10, 2010 entered as Docket Entry # 75 in 

the Bankruptcy Case. 

“Discovered Contracts” means those executory contracts or unexpired leases that Seller 

did not expressly disclose to Buyer prior to Closing or that Seller did not set forth in the 

Assumption Schedule. 

“DOT” means the United States Department of Transportation. 

“DOT Certificates” means those DOT certificates of public convenience and necessity 

issued under 49 U.S.C. § 41102 under which Seller is authorized to engage in scheduled and 

charter interstate and foreign air transportation together with (i) any and all exemption authority 

granted to Seller under such certificates for the operation of Beechcraft 1900D aircraft in 

common carriage service and (ii) any and all written correspondence, documents, files, records, 

and materials relating to such certificates or authority. 

“Employee Benefit Plan” means any “employee benefit plan” (as such term is defined in 

ERISA § 3(3)) and any other material employee benefit plan, program or arrangement of any 

kind maintained, sponsored or contributed to by Seller. 

“Environmental Laws” means all currently existing and future federal, state, provincial, 

municipal, local and foreign statutes, ordinances, rules, orders, regulations, remediation 

standards, and other provisions having the force of law for protection of the environment, 

including the federal Comprehensive Environmental Response, Compensation and Liability Act 

of 1980, 42 U.S.C. Sec. 9601 et seq., as amended, the federal Resource Conservation and 

Recovery Act, 42 U.S.C. Sec. 6901 et seq., as amended, and related state statutes.

“Environmental Reports” means any environmental sampling or report performed 

specifically to test compliance with any Environmental Laws, and any and all Phase I or II 

environmental assessments, in each case which Seller has received from an un-Affiliated third 

party within the last three (3) years with respect to the Leased Real Property; provided, 

Environmental Reports shall not include any safety, health and environmental audit reports, or 

internal investigation reports, prepared under the direction of Seller’s legal department and 

privileged under the attorney-client privilege, attorney work-product privilege, or state or federal 

environmental self-auditing privilege or policy.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

“Excluded Contracts” shall have the meaning set forth in Section 2.4(k). 

“FAA” means the United States Federal Aviation Administration. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 99 (Exhibits)
{FT741494;10} 5

“FAA Certificates” means the air carrier certificates and operations specifications issued 

by the FAA under 14 C.F.R. Parts 119 and 121, authorizing Seller to operate Beechcraft 1900D 

aircraft in common carriage service under the Federal Aviation Regulations together with (i) all 

related approvals, and (ii) any and all written correspondence, documents, files, records, and 

materials relating to such certificates, specifications or authority. 

“FCC” means the United States Federal Communications Commission. 

“FCC Licenses” means those licenses issued by the FCC to Seller and transferrable to 

Buyer, with or without obtaining the consent of any Government. 

“Federal Aviation Regulations” means the regulations set forth at Title 14 of the Code 

of the Federal Regulations – Aeronautics and Aerospace, Parts 1 through 199, as well as the 

applicable orders, advisory circulars, and airworthiness directives issued by the FAA.

“Final Order” or “Final Orders” means any order of a Government, the Bankruptcy 

Court or other court of competent jurisdiction after all opportunities for rehearing, reargument, 

petition for certiorari and appeal are exhausted or expired and any requests for rehearing have 

been denied, and that has not been revised, stayed, enjoined, set aside, annulled, reversed, 

remanded, modified or superseded, with respect to which any required waiting period has 

expired, and as to which all conditions to effectiveness prescribed therein or otherwise by law or 

order have been satisfied; provided, however, that no order shall fail to be a Final Order solely 

because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil 

Procedure or Bankruptcy Rule 9024 may be filed with respect to such order. In the case of the 

Sale Order, a Final Order shall also consist of an order as to which an appeal, notice of appeal or 

motion for rehearing or new trial has been filed but as to which Buyer, in its sole discretion, 

elects to proceed with Closing. 

“GAAP” means generally accepted accounting principles. 

“Government” means any agency, division, subdivision, audit group, procuring office or 

governmental or regulatory authority or any adjudicatory body thereof, of the United States, any 

state thereof or any foreign government. 

“Hazardous Materials” means and includes any hazardous or toxic substance or waste or 

any contaminant or pollutant regulated under Environmental Laws, including, but not limited to, 

“hazardous substances” as currently defined by the Federal Comprehensive Environmental 

Response Compensation and Liability Act of 1980, as amended, “hazardous wastes” as currently 

defined by the Resource Conservation and Recovery Act, as amended, natural gas petroleum 

products or byproducts and crude oil. 

“Improvements” means the buildings, improvements and structures now existing on the 

Real Property or demised under the Real Estate Leases, but only to the extent such buildings, 

improvements and structures constitute fixtures under applicable law. 

“Knowledge of Seller”, “Seller’s Knowledge” or any other similar term or knowledge 

qualification means the actual knowledge of David Hackett and Thomas McFall. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 100 (Exhibits)
{FT741494;10} 6

“Laws” means applicable Federal and state statutes and laws.

“Legal Requirements” means any law, statute, ordinance, code, rule, regulation, 

municipal by-law, standard, or judicial, arbitral, administrative, ministerial, departmental or 

regulatory judgment, decree, writ, ruling, award, injunction, decision, order, policy or other 

requirement of any Government. 

“Lien” means any mortgage, pledge, charge, security interest, encumbrance, lien 

(statutory or other) or conditional sale agreement. 

“Material Adverse Effect” means a state of facts, event, change or effect that results in a 

material adverse effect on the combined operations and value of the Acquired Assets, taken as a 

whole; provided, that none of the following shall be deemed to be or to constitute a Material 

Adverse Effect, or be taken into account when determining whether there has been a Material 

Adverse Effect: 

(i) any change after the date of this Agreement resulting from or attributable to any 

conditions or changes generally affecting the economy, or the credit, financial or securities 

markets of the United States or elsewhere in the world; 

(ii) any change after the date of this Agreement resulting from or attributable to 

conditions or changes affecting the industry in which Seller conducts business; 

(iii) any change resulting from or attributable to the taking of any action specifically 

required by this Agreement or taken at the request of Buyer made after the date hereof; 

(iv) any change resulting from or attributable to changes in Laws or GAAP after the 

date of this Agreement; 

(v) any change resulting from the pendency or announcement of this Agreement or 

the transactions contemplated by this Agreement; and 

(vi) any change resulting from any act of war or terrorism or, in each case, the 

escalation thereof or the declaration of a national emergency or natural disasters occurring after 

the date of this Agreement. 

“Person” means any individual, corporation, partnership, joint venture, association, 

joint-stock company, trust, unincorporated organization or Government. 

“Regulatory Approvals” means any approvals of DOT, FAA, TSA, and Government 

authorities required by Laws with respect to the consummation of the transactions contemplated 

hereby. 

“Related Person” means, with respect to any Person, all past (within the 6 months 

preceding this Agreement) and present directors, officers, members, managers, stockholders, 

employees, controlling persons, agents, professionals, attorneys, accountants, investment 

bankers, Affiliates or representatives of any such Person. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 101 (Exhibits)
{FT741494;10} 7

“Retained Books and Records” means (i) all corporate seals, minute books, charter 

documents, corporate stock record books, original tax and financial records and such other files, 

books and records to the extent they relate to any of the Excluded Assets or Excluded Liabilities 

or the organization, existence, capitalization or debt financing of Seller or of any Affiliate of 

Seller, (ii) all books, files and records that would otherwise constitute a Business Record but for 

the fact that disclosure of books, files or records could (w) violate any legal constraints or 

obligations regarding the confidentiality thereof, (x) waive any attorney client, work product or 

like privilege, (y) disclose information about Seller or any of its Affiliates that is unrelated to the 

Acquired Assets or (z) disclose information about Seller or any of its Affiliates pertaining to 

energy or project evaluation, energy or natural gas price curves or projections or other economic 

predictive models, or (iii) all books and records prepared in connection with or relating in any 

way to the transactions contemplated by this Agreement, including bids received from other 

parties and analyses relating in any way to the Acquired Assets and the Assumed Liabilities. 

“Rule” or “Rules” means the Federal Rules of Bankruptcy Procedure. 

“SAH-VUL Carveout” means the first $200,000.00 received after the Petition Date by 

the Subsidiary, Gulfstream Air Charter, Inc. from the ongoing performance of the Services 

Agreement with Gulfstream Air Charter, Inc. subsequent to the Petition Date, as more fully 

described in and approved by the DIP Order. 

“Sale Hearing” means that certain hearing conducted by the Bankruptcy Court on 

January 7, 2011 in connection with the Sale Motion. 

“Sale Motion” means that certain Emergency Motion For Orders Pursuant To 11 U.S.C. 

Sections 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) 

Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And 

(B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Seller 

Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And 

Assignment Of Executory Contracts And Unexpired Leases [D.E. #98] filed by Seller. 

“Sale Order” means the Order pursuant to 11 U.S.C. §§ 105, 363 and 365 of the 

Bankruptcy Code (a) approving the sale of substantially all of the assets of Seller free and clear 

of all liens, claims, encumbrances and interests to VPAA Co. or its nominee; (b) approving the 

assumption and assignment of executory contracts and unexpired leases; and (c) granting related 

relief, entered as D.E. #307 by the Bankruptcy Court. 

“Tax Return” means any report, return, information return, filing or other information, 

including any schedules, exhibits or attachments thereto, and any amendments to any of the 

foregoing required to be filed or maintained in connection with the calculation, determination, 

assessment or collection of any Taxes (including estimated Taxes). 

“Taxes” means all taxes, however denominated, including any interest, penalties or 

additions to tax that may become payable in respect thereof, imposed by any Government, which 

taxes shall include all income taxes, payroll and employee withholding, unemployment 

insurance, social security (or similar), sales and use, excise, franchise, gross receipts, occupation, 

real and personal property, stamp, transfer, workmen’s compensation, customs duties, 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 102 (Exhibits)
{FT741494;10} 8

registration, documentary, value added, alternative or add-on minimum, estimated, 

environmental (including taxes under Section 59A of the Code) and other obligations of the same 

or a similar nature, whether arising before, on or after the Closing Date. 

“TSA” means the United States Department of Homeland Security Transportation 

Security Administration. 

ARTICLE 2 

PURCHASE AND SALE OF THE ACQUIRED ASSETS 

2.1 Transfer of Acquired Assets. At the Closing, and upon the terms and conditions 

herein set forth, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all of Seller’s 

right, title and interest in, to and under the Acquired Assets free and clear of all Liens, claims and 

other interests (except for Assumed Liabilities) pursuant to Sections 105, 363 and 365 of the 

Bankruptcy Code. “Acquired Assets” shall mean substantially all of Seller’s assets, including, 

all direct or indirect, right, title and interests of Seller in and to all the tangible and intangible 

assets, properties, rents, claims and contracts of Seller, to the extent transferable, including 

without limitation the following property (but shall exclude the Excluded Assets, as defined 

below): 

(a) all of Seller’s rights under any leases of real property (the “Real Estate 

Leases”), including but not limited to the Real Estate Leases listed on Schedule 2.1 of the 

Disclosure Schedules (the real property leased by Seller pursuant to the Real Estate Leases, the 

“Leased Real Property”); 

(b) all tangible personal property; 

(c) all inventory; 

(d) all good will and other general intangible assets and rights of Seller 

relating to their businesses, including, but not limited to, tools of the trade and business 

processes; 

(e) those certain executory contracts and unexpired leases to be assumed by 

Seller and assigned to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code (as 

designated by Buyer in its sole discretion prior to Closing (as defined below)) including without 

limitation all written or oral contacts, agreements, licenses, sublicenses, leases, subleases, 

mortgages, instruments, guaranties, commitments, understandings, undertakings or similar 

arrangements, whether express or implied, as listed on Schedule 2.1(e) of the Disclosure 

Schedules or as otherwise determined in accordance with Article 4 hereof (collectively, the 

“Designated Contracts”). Notwithstanding the foregoing, Seller is assuming the RACC 

Agreements (as defined in paragraph I of the Bid Procedures Order) and the Agreed RACC 

Terms (that was admitted as Exhibit 2 at the Sale Hearing) and assigning them to Buyer, thereby 

entitling Buyer to acquire the Raytheon Aircraft as contemplated by the RACC Agreements and 

the Agreed RACC Terms and entitling RACC to the RACC Cure Amount and as contemplated 

by Section 5.4 hereof, and the RACC Agreements are Designated Contracts; 

(f) all accounts, notes or other receivables; 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 103 (Exhibits)
{FT741494;10} 9

(g) all lawsuits, claims, counterclaims, deposits, prepayments, refunds, 

abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; 

provided that Seller's causes of action against any of Seller’s officers and directors shall be 

excluded from the sale and deemed to remain with the Seller’s estates (with the exception of 

causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig 

Attel, and Christopher Eason which shall be acquired by Buyer); provided further, that any 

claims, counter-claims, objections to claims against any creditor of, or party who asserts claims 

against, the Seller' estates and causes of actions arising out of sections 510, 542, 543, 544, 545, 

546, 547, 548, 549, 550 or 553 of the Bankruptcy Code, shall be excluded from the sale and 

deemed to remain with the Seller’ estates (with the exception of any claims against Shelter Island 

Opportunity Fund, LLC ("Shelter Island"), which shall be acquired by the Buyer); 

(h) all claims, rights and interests in or to any refund, rebate, abatement or 

other recovery for Taxes, together with any interest due thereon or penalty rebate arising 

therefrom, for any tax period (other than in respect of any of the Excluded Assets); 

(i) all accounts receivable; 

(j) all cash and cash equivalents, with the exception of the SAH-VUL 

Carveout and the cash component of the Purchase Price; 

(k) all authorizations, franchises, approvals, consents, permits, licenses, 

orders, registrations, certificates, variances and similar rights obtained from any governmental 

entity (including, without limitation, the Federal Aviation Administration (“FAA”) and the 

Department of Transportation ("DOT")) and all pending applications therefor or renewals 

thereof, in each case to the extent transferrable to the Buyer ("Permits"); 

(l) all vehicles, furniture, fixtures and property, plant and equipment, 

including, without limitation, all computers, software, information management systems, aircraft 

equipment, tooling and machinery, and technical publications and manuals; 

(m) all intellectual property and rights under and with respect to intellectual 

property; 

(n) all software used in the Seller’ businesses, to the extent transferable to 

Buyer; 

(o) all existing and assignable manufacturer or vendor warranties; 

(p) all books, ledgers, files, documents, correspondence and records related to 

the Seller’ businesses owned by or in control of the Seller, or any one of them (in whatever 

format they exist) except as otherwise provided for herein, including, without limitation, 

customer lists, prospect lists, customer and customer-related files, customer records, test results, 

product specifications, plans, data (including, without limitation, any and all data related to the 

Seller’ businesses stored in any accounting or other software program or system) architectural 

plans, drawings and specifications, creative materials, advertising, marketing, promotional 

materials, studies, drawings, diagrams, training manuals, engineering data, operating records, 

inventory records, business plans, customer credit records, aircraft maintenance records, 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 104 (Exhibits)
{FT741494;10} 10

pilot/crew scheduling records, and any documentation required to be maintained by the FAA; 

provided that the Buyer shall provide to Seller and the Committee or any successor 

representative of the Seller’s estates, including any subsequently appointed or designated 

Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the "Estate 

Representative"), after reasonable notice and during normal business hours, access (which shall 

include the right to photocopy, duplicate or otherwise copy and save in an electronic format to an 

external hard drive) to all books and records relating to all periods prior to Closing for purposes 

of investigating, pursuing and filing claims, counter-claims, objections or causes of action that 

remain with the Seller’s estates as provided herein and for purposes of meeting the Seller’s 

compliance obligations, such as the filing of tax returns, monthly operating reports with the 

Office of the United States Trustee and otherwise meeting the Seller’s statutory or procedural 

responsibilities. Without limitation, books and records shall include all business records of the 

Seller relating to periods prior to Closing maintained in the ordinary course, whether in 

electronic or paper form. In the event business records are maintained in an electronic format 

which may only be reasonably viewed, saved or printed through specialized software owned, 

licensed or otherwise utilized by the Seller, the Buyer shall reasonably assist the Estate 

Representative with access to such software for the purposes described herein. 

(q) all applications, exhibits, appendices, correspondence, notices, inquires, 

reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Seller or 

their employees; and 

(r) all internal reports, studies, summaries, memoranda and correspondence of 

the Seller, their employees or consultants pertaining to any matter within the jurisdiction of the 

FAA. 

2.2 Excluded Assets. The Acquired Assets do not include the properties and assets 

listed or described in this Section 2.2 (all properties and assets not being acquired by Buyer are 

herein referred to as the “Excluded Assets”): 

(a) all rights to Claims or adjustments with respect to Excluded Assets 

relating to any proceeding before any Government and all rights to insurance proceeds or other 

insurance recoveries to the extent relating to Excluded Assets or Excluded Liabilities; 

(b) all Claims, including any Avoidance Actions Claims, arising out of or 

relating in any way to the Bankruptcy Case or any of the transactions contemplated thereby or 

entered into as a consequence thereof including any claims (as defined in Section 101(5) of the 

Bankruptcy Code) filed, scheduled or otherwise arising in the Bankruptcy Case; provided that, 

pursuant to Section 2.1(g), any claims against Shelter Island, David Hackett, Philip Le Feure, 

Timothy Murphy, Leon Knight, Craig Attel and Christopher Easton, shall be acquired by Buyer 

and as to Shelter Island, discharged as of the Closing Date. 

(c) all Claims, including any Avoidance Action Claims of Seller or Seller’s 

estate against SAH-VUL Strategic Partners, I, LLC and Taglich Brothers, Inc. and their 

respective members, shareholders, officers, directors, managers or employees; 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 105 (Exhibits)
{FT741494;10} 11

(d) all rights of Seller arising under this Agreement and under any other 

agreement between Seller and Buyer entered into in connection with this Agreement, including 

without limitation, the Purchase Price; 

(e) all Retained Books and Records; 

(f) the SAH-VUL Carveout; 

(g) any assets set forth on Schedule 2.2(g) of the Disclosure Schedules; and 

(h) Excluded Contracts. 

2.3 Assumption of Liabilities. Subject to the terms and conditions of this Agreement 

and on the basis of the representations, warranties, covenants and agreements herein contained, 

at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when 

due, the liabilities and obligations of Seller as listed below (collectively, the “Assumed 

Liabilities”): 

(a) all Non-Professional Administrative Claims (as defined at Section 3.1(b)); 

(b) all liabilities and obligations under the Designated Contracts arising after 

the Closing Date and the Cure Claims for such Designated Contracts; 

(c) all liabilities and obligations of Seller under the Permits arising after the 

Closing Date; 

(d) all liabilities and obligations of Buyer for Taxes to the extent (but solely to 

the extent) provided in Article 12; 

(e) all liabilities and obligations relating to or arising from the ownership or 

operation of the Acquired Assets after the Closing Date; 

(f) liabilities related to employees and former employees of Seller to the 

extent provided for in Section 9.4; and 

(g) the liabilities of Seller to Shelter Island. 

2.4 Excluded Liabilities. Except as specifically provided in Section 2.3 hereof, Buyer 

shall not assume nor be deemed to assume and shall have no responsibility or obligation with 

respect to, any liability or obligation of, or claim against, Seller, or of any predecessor, 

stockholder or other Affiliate of Seller, of any kind or nature, whether absolute, accrued, 

contingent or otherwise and whether due or to become due and whether or not asserted, and 

whether or not known or unknown or currently existing or hereafter arising, and however arising 

(collectively, the “Excluded Liabilities”). The Excluded Liabilities shall include, without 

limitation: 

(a) all liabilities or obligations in respect of or relating to the Excluded Assets; 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 106 (Exhibits)
{FT741494;10} 12

(b) liabilities related to employees and former employees of Seller except as 

provided in Section 9.4; 

(c) except as otherwise set forth in Section 3.1(b) and (c), all of Seller’s 

professional fees and expenses for advisors, including without limitation, advisors retained 

pursuant to an Order of the Bankruptcy Court; 

(d) except as otherwise assumed by Buyer as a Designated Contract by Buyer, 

all employment and change in control agreements (or such similar agreements) and all stock 

option agreements and stock purchase agreements to which Seller is a party; 

(e) all obligations and liabilities associated with any Employee Benefit Plan 

of Seller that is not expressly acquired or assumed by Buyer; 

(f) liabilities and obligations, whether known or unknown, relating to any 

environmental, health or safety matter (including, without limitation, any liability or obligation 

arising under Laws); 

(g) trade payables and priority or non-priority unsecured claims not expressly 

assumed under this Agreement; 

(h) any indebtedness or obligation for borrowed money of Seller not expressly 

assumed under this Agreement; 

(i) any liabilities of Seller which any Person seeks to impose upon Buyer by 

virtue of any theory of successor liability; 

(j) any liabilities with respect to any action, claim, suit, arbitration, inquiry, 

investigation or other proceeding of any nature (whether criminal, civil, legislative, 

administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Government 

or similar Person or body (each, an “Action”) or other contingent liabilities of Seller, whether or 

not disclosed to Buyer, relating to periods and occurrences ended on or before the Closing Date, 

including, without limitation, any Actions or other claims or contingent liabilities relating to tort, 

personal injury and products liability; 

(k) obligations arising under each Contract that is not an Designated Contract 

listed on Schedule 2.4(k), or as otherwise determined not to be a Designated Contract in 

accordance with Article 4 hereof (an “Excluded Contract”); 

(l) all liabilities and obligations of Seller arising under or relating to any 

notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 

(the “WARN Act”); and 

(m) any obligation to provide and any claims made pursuant to any COBRA 

coverage and any related administrative costs. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 107 (Exhibits)
{FT741494;10} 13

ARTICLE 3 

CONSIDERATION 

3.1 Consideration. The aggregate consideration for the sale and transfer of the 

Acquired Assets at the Closing shall be the aggregate of the amounts described below (the 

“Purchase Price”), which shall be payable and deliverable as follows: 

(a) Buyer shall assume, satisfy, or otherwise discharge the outstanding 

balance of the DIP Loan in full, including all principal, interest, costs, expenses and fees due on 

the Closing Date. 

(b) Buyer shall assume, discharge or otherwise satisfy all unpaid and 

"allowed" administrative expense claims pursuant to Bankruptcy Code § 503 arising prior to the 

date of Closing, with the exception of fees and costs sought by professionals retained by Seller’s 

estates pursuant to Bankruptcy Code §§ 327, 328, 330 and 1103 (the “Non-Professional 

Administrative Claims”). The Seller shall seek to establish an administrative claims bar date for 

no later than thirty (30) days after the Closing. 

(c) During the period leading up to the Closing, and as limited below, Seller 

shall continue to operate in the ordinary course, subject to budgets prepared by Seller and 

approved by Buyer, DIP Lender and the Committee (the “Budget”), which Budget shall include 

a line item for payment of professionals of Seller’s estates for any services performed subsequent 

to the Sale Hearing and prior to Closing. During the period leading up to the Closing, to the 

extent going-forward expenses exceed going-forward revenues in the Budget, DIP Lender shall 

fund up to $300,000.00 per calendar month (or the pro-rated portion thereof during the month of 

Closing) under the DIP Loan for purposes of paying allowed going-forward administrative 

expenses. Any amounts for the payment of professionals of the Seller's estates allocated in the 

Budget and approved by DIP Lender pursuant to this subparagraph shall be deposited into the 

Professional Expense Escrow (as defined in the DIP Order). 

(d) Buyer shall assume, satisfy or otherwise discharge Shelter Island’s claim 

in full and final satisfaction, release and discharge of any and all claims Shelter Island has or 

may have against Seller, Seller’s estates, DIP Lender, Buyer or any of their respective Affiliates. 

(e) Except as otherwise provided herein, in full and final satisfaction, release 

and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of 

Seller, Seller’s estate, the Committee, and Seller’s creditors and interest holders against DIP 

Lender, Buyer and their respective Affiliates, Buyer shall pay $600,000.00 to Seller’s estate 

which shall be deposited in Seller’s debtor-in-possession account not to be disbursed until further 

Order of the Bankruptcy Court. 

(f) From the amounts due to it under the DIP Loan, the DIP Lender shall 

allocate the sum of $100,000.00 for the benefit of Seller’s estates to be used in the discretion of 

the estates’ professionals, earmarked for the prosecution of any and all Avoidance Actions, 

objections to claims, and any other anticipated litigation, which amount shall be funded in cash 

and deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing 

subject to disbursement by further order of the Bankruptcy Court; provided, however, that (i) no 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 108 (Exhibits)
{FT741494;10} 14

Avoidance Actions or other investigation or litigation of any kind or nature shall be brought or 

instigated by Seller (or any one of them or any successor thereto), Seller’s estates, the Committee 

or any subsequent appointed Chapter 11 or Chapter 7 Trustee against Buyer, the DIP Lender, 

Shelter Island, any of their respective Affiliates, RACC, David Hackett, Philip LeFevre, Timothy 

Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no Avoidance 

Actions shall be commenced or otherwise pursued by Seller (or any one of them or any successor 

thereto), Seller’s estates, the Committee or any subsequent Chapter 11 or Chapter 7 Trustee 

against creditors with whom Buyer may wish to maintain or establish going-forward business 

relationships without the prior written consent of Buyer, pursuant to Section 8.6 hereof. 

(g) Buyer will purchase the aircraft leased to Seller from Raytheon Aircraft 

Credit Corporation (“RACC”) for a purchase price of no more than Eighteen Million Seven 

Hundred Thousand Dollars ($18,700,000.00) on such terms referred to in Section 5.4 below. 

3.2 Deposit. To secure the obligations of Buyer hereunder, DIP Lender hereby 

allocates Seven Hundred Sixty-Five Thousand Dollars ($765,000.00) from the amounts due it 

under the DIP Loan due to be utilized as a deposit (the “Deposit”). In the event that the Closing 

does not occur, the Deposit shall be paid to the Party entitled thereto in accordance with 

Article 14, and if the Deposit shall become payable to Seller, the first $765,000.00 of the 

outstanding obligations under the DIP Loan shall be waived, released and satisfied. 

ARTICLE 4 

DESIGNATION RIGHTS 

4.1 Designated Contracts. 

(a) Except as otherwise provided herein, at the time of Closing, Seller shall 

assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then 

assign and sell to Buyer pursuant to sections 365(f) and 363(b), (f) and (n) of the Bankruptcy 

Code, and Buyer shall assume and accept from Seller, the Designated Contracts. 

(b) Except as otherwise set forth herein, Buyer will be responsible for the 

payment of the Cure Claims in connection with the assumption and assignment of the Designated 

Contracts, pursuant to Section 365 of the Bankruptcy Code in connection with its acquisition of 

the Acquired Assets, provided that, if the Buyer effects the acquisition of the Raytheon Aircraft, 

the RACC Cure Amount shall be addressed as provided in Section 5.4(j) of this Agreement. 

(c) With the exception of Designated Contracts subject to objections by 

(i) Richard Bulow [D.E. #275]; (ii) Palm Beach County [D.E. #276]; (iii) Gulfstream Air 

Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA 

Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of 

Pennsylvania, Inc., CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance 

Company [D.E. #267] and United States [D.E. #278] (the “Assumption Objections”), and unless 

otherwise agreed to in writing by Buyer and any counterparty to a Designated Contract (each, a 

“Counter-Party” and collectively, the “Counter-Parties”), the Cure Claims shall equal the cure 

amounts listed by Seller in the assumption notice filed with the Bankruptcy Court on December 

22, 2010 (the “Assumption Notice”) (D.E. #238). The Cure Claims set forth in the Assumption 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 109 (Exhibits)
{FT741494;10} 15

Notice shall be deemed the entire cure obligation of Seller and Buyer due and owing under 

section 365 of the Bankruptcy Code. The Sale Order shall provide that the Counter-Parties to the 

Designated Contracts shall be barred and enjoined from raising or asserting future claims against 

Buyer or Seller based on any Cure Claims or any other claim, obligation or liability arising on or 

before the Closing Date. 

(d) Notwithstanding anything to the contrary, at any time and from time to 

time on or before one (1) Business Day prior to the Closing, except with respect to the RACC 

Assignment, Buyer may, by written notice to Seller, amend the list of Designated Contracts to 

add or remove any Contract which it desires to constitute a Designated Contract (and thereafter 

such Contract shall constitute a Designated Contract) or remove any Contract which it desires to 

constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded 

Contract). The Buyer shall be required to pay any Cure Claim related to a Contract ultimately 

designated by the Buyer as a Designated Contract as provided herein. Buyer shall not be 

required to make any payments for Cure Claims or any other amounts for Excluded Contracts. 

(e) Notwithstanding anything to the contrary herein, at any time and from 

time to time on or before the ninetieth (90th) day after Closing, Buyer may designate one or more 

Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to 

any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects 

to the assumption and assignment of the Discovered Contract, Buyer shall direct Seller or its 

successors, as the case may be, to file the appropriate motion with the Bankruptcy Court for the 

assumption and assignment of all Discovered Contracts objected to by any Counter-Party. 

(f) DIP Lender shall fund under the DIP Loan any allowed administrative 

expenses that Seller incurs under a Contract during the period prior to the date the Buyer 

designates such Contract as a Designated Contract or an Excluded Contract. 

(g) Any Excluded Contract as set forth herein shall be subject to rejection by 

Seller under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded 

Contract ultimately rejected by Seller shall have a period of thirty (30) days after such rejection 

to file a rejection damage claim related thereto. 

(h) The Buyer shall have the right, in its sole discretion, to direct Seller to 

assume and assign to Buyer any one or more schedules, appendices, annexes or other 

attachments to any Designated Contract as directed by Buyer, in its sole discretion, to the extent 

permitted by applicable Law. Any such schedules, appendices, annexes or other attachments to 

any Contract that are so assumed and assigned shall be Designated Contracts. 

(i) With respect to any Real Estate Leases, airport leases or similar lease, 

Seller hereby grants to Buyer a general license to enter, possess and use the premises subject to 

the terms of such lease until the date Buyer designates such lease as a Designated Contract or an 

Excluded Contract. 

(j) Any assumption and assignment of any executory contracts wherein the 

United States Government is the counter-party to such contract shall require the consent of the 

United States Government. To the extent that the Seller’ contract with CSC Applied 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 110 (Exhibits)
{FT741494;10} 16

Technologies LLC is designated by Buyer as a Designated Contract, any changes to the terms 

and conditions of that contract shall require the consent of the United States. 

(k) Notwithstanding anything to the contrary in this Agreement, the 

Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to Buyer 

subject to (and not free and clear of) any setoff and recoupment rights of the participants other 

than Seller in the Clearinghouses (as hereinafter defined) against such accounts receivable 

enforceable under applicable law, subject to the provisions of Section 553 of the Bankruptcy 

Code; provided, however, nothing in this Order shall constitute a release or waiver of any right 

of Seller or Buyer to object to or otherwise challenge any Clearinghouse participant’s claim (as 

that term is defined in Section 101(5) of the Bankruptcy Code) or its eligibility for setoff or 

recoupment under applicable non-bankruptcy law. For purposes of this Agreement, the term 

“Clearinghouse Receivables” means amounts owing to Seller from other Clearinghouse 

participants based on ordinary course transactions (including interline passenger, interline 

freight, non-transportation and Universal Air Travel Plan transactions) subject to settlement 

through the Airlines Clearing House, Inc. (“ACH”) and/or the International Air Transport 

Association Clearing House (the “IATA Clearing House” and together with ACH, collectively, 

the “Clearinghouses”), pursuant to the agreements, rules, and regulations governing the 

Clearinghouses. To the extent that the offsets and reconciliation processes affecting the 

Clearinghouse Receivables result in net amount(s) owing by the Seller, the Buyer shall assume, 

discharge or otherwise satisfy such Non-Professional Administrative Claims as provided for in 

Section 3.1(b). 

4.2 Non-Assignment of Designated Contracts. Anything contained herein to the 

contrary notwithstanding, (i) this Agreement shall not constitute an agreement to assign any 

Designated Contract if, after giving effect to the provisions of Sections 363 and 365 of the 

Bankruptcy Code, an attempted assignment thereof, without obtaining a Consent, would 

constitute a breach thereof or in any way negatively affect the rights of Seller or Buyer, as the 

assignee of such Designated Contract and (ii) no breach of this Agreement shall have occurred 

by virtue of such non-assignment. If, after giving effect to the provisions of Sections 363 and 

365 of the Bankruptcy Code, such Consent is required but not obtained, Seller shall, at Buyer’s 

sole cost and expense, cooperate with Buyer in any reasonable arrangement, including Buyer’s 

provision of credit support, designed to provide for Buyer the benefits and obligations of or 

under any such Designated Contract, including enforcement for the benefit of Buyer of any and 

all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by 

such third party; provided, that nothing in this Article 4 shall (x) require Seller to make any 

significant expenditure or incur any obligation on its own or on Buyer’s behalf or (y) prohibit 

Seller from ceasing operations or winding up its affairs following the Closing. Any assignment 

to Buyer of any Designated Contract that shall, after giving effect to the provisions of Sections 

363 and 365 of the Bankruptcy Code, require the Consent of any third party for such assignment 

as aforesaid shall be made subject to such Consent being obtained. Any Contract that would be a 

Designated Contract but is not assigned in accordance with the terms of this Article 4 shall not 

be considered a Designated Contract for purposes hereof unless and until such Contract is 

assigned to Buyer following the Closing Date upon receipt of the requisite consents to 

assignment and Bankruptcy Court approval. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 111 (Exhibits)
{FT741494;10} 17

ARTICLE 5 

CLOSING AND DELIVERIES 

5.1 Closing. The consummation of the transactions contemplated hereby (the 

“Closing”) shall take place at the offices of Akerman Senterfitt, 350 East Las Olas Boulevard, 

Suite 1600, Fort Lauderdale, Florida 33301 at 10:00 a.m. ET on the second Business Day 

following the satisfaction or waiver by the appropriate party of all the conditions contained 

herein, or on such other date or at such other place and time as may be agreed to by the parties 

hereto (the “Closing Date”). The Closing will be deemed to be effective at 11:59 p.m. (local 

time) on the Closing Date. 

5.2 Seller’s Deliveries. 

(a) The sale, transfer, assignment and delivery by Seller of the Acquired 

Assets to Buyer, as herein provided, shall be effected on the Closing Date. At the Closing, Seller 

shall deliver the following documents which shall be consistent with the terms of this 

Agreement: 

(i) a bill of sale with respect to the Acquired Assets (other than the 

Designated Contracts, Permits and Leased Real Property), duly executed by Seller and in 

a form reasonably acceptable to Buyer and Seller; 

(ii) an assignment and assumption agreement with respect to the 

Designated Contracts and Assumed Liabilities, duly executed by Seller and in a form 

reasonably acceptable to Buyer and Seller; 

(iii) the Business Records (it being understood that any Business 

Records located at Seller’s corporate offices need not be physically delivered, but shall be 

deemed delivered at the Closing); 

(iv) an assignment, conveyance and assumption agreement with regard 

to the Real Estate Leases, duly executed by Seller and in a form reasonably acceptable to 

Buyer and Seller; 

(v) a secretary’s certificate certifying as to the resolutions of the board 

of directors of Seller approving and authorizing this Agreement and the transactions 

contemplated by this Agreement and in a form reasonably acceptable to Buyer and Seller; 

(vi) a true and correct copy of the Sale Order, which order shall be a 

Final Order; 

(vii) an affidavit of non-foreign status that complies with Section 1445 

of the Code, duly executed by Seller and in a form reasonably acceptable to Buyer and 

Seller; 

(viii) a certificate signed by a duly authorized officer of Seller in 

accordance with Section 13.3(a); 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 112 (Exhibits)
{FT741494;10} 18

(ix) a certificate signed by a duly authorized officer of Seller in 

accordance with Section 13.3(b); and 

(x) such other documents as Buyer’s counsel may reasonably request 

that are necessary to evidence or consummate the transactions contemplated by this 

Agreement in forms reasonably acceptable to Buyer and Seller. 

(b) Notwithstanding anything in this Agreement to the contrary, Seller’s 

obligation to convey to Buyer all rights of Seller under the Permits listed on Schedule 6.8 shall 

consist of providing: (i) if required by Law, notices of intent to transfer the Permit to Buyer in 

accordance with the Government regulations governing such Permit transfer, (ii) information as 

required by the Government regulations governing such Permit transfer and (iii) assistance to 

Buyer in obtaining the transfer of such Permits. 

5.3 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following documents 

and other items which shall be consistent with the terms of this Agreement: 

(a) Buyer shall pay to Seller the cash portion of the Purchase Price by wire 

transfer of immediately available funds to an account designated by Seller; 

(b) Buyer shall execute and deliver to Seller an instrument of assumption of 

liabilities with respect to the Designated Contracts and the Assumed Liabilities in a form 

reasonably acceptable to Buyer and Seller; 

(c) an assignment, conveyance and assumption agreement with regard to the 

Real Estate Leases, duly executed by Buyer in a form reasonably acceptable to Buyer and Seller; 

(d) a secretary's certificate certifying as to the resolutions of the board of 

directors of Buyer approving and authorizing this Agreement and the transactions contemplated 

by this Agreement and in a form reasonably acceptable to Buyer and Seller; 

(e) a certificate signed by a duly authorized officer of Buyer in a form 

reasonably acceptable to Buyer and Seller in accordance with Section 13.2(a); 

(f) a certificate signed by a duly authorized officer of Buyer in a form 

reasonably acceptable to Buyer and Seller in accordance with Section 13.2(b); and 

(g) such other documents as Seller’s counsel may reasonably request prior to 

Closing that are necessary to evidence or consummate the transactions contemplated by this 

Agreement in forms reasonably acceptable to Buyer and Seller. 

5.4 Acquisition of RACC Aircraft. 

(a) RACC shall sell to Buyer, and the Buyer shall purchase the Raytheon 

Aircraft upon the following terms: 

(b) As soon as practicable, but not later than January 20, 2011, Buyer shall 

cause to be deposited the sum of $18,700,000.00 (such amount as it may be adjusted pursuant to 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 113 (Exhibits)
{FT741494;10} 19

the credits set forth in subparagraph (f) below, the “RACC Purchase Price”) into a non-interest 

bearing escrow account (the “Escrow Account”), in accordance with the terms of an escrow 

agreement in form and substance reasonably acceptable to RACC and Buyer (the “Escrow 

Agreement”), with the escrow agent (the "Escrow Agent") to be Insured Aircraft Title Service or 

another recognized aircraft title company in Oklahoma City, or, with RACC’s and Buyer’s 

consent, a recognized FAA law firm in Oklahoma City, selected by RACC that is reasonably 

satisfactory to Buyer. At the reasonable request of Buyer, RACC will deposit with the Escrow 

Agent for the Escrow Account a bill of sale for each of the Raytheon Aircraft, which shall be in 

the form previously agreed and in accordance with the RACC Letter Agreement. 

(c) The Escrow Agreement shall provide that, inter alia, Escrow Agent shall 

release the funds in the Escrow Account to RACC upon (i) RACC’s delivery of the previously 

agreed form of Bill of Sale for each Raytheon Aircraft (which will be the only required 

documentation); and (ii) Buyer’s receipt of all necessary regulatory approvals for the 

consummation of the transactions contemplated by this Agreement from the FAA and DOT (the 

“Federal Aviation Approvals”). 

(d) Buyer represents and warrants that (i) the Buyer is a citizen of the United 

States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required by the FAA 

and DOT, and (ii) it is the Buyer’s well-founded belief that it shall be entitled to register the 

RACC Aircraft and that it is qualified to obtain and operate the airline as currently operated by 

the Seller by meeting the statutory and regulatory qualifications necessary to obtain the Federal 

Aviation Approvals. 

(e) Buyer has paid, will pay, or will cause Seller to pay, to RACC certain 

lease rent payments on the Raytheon Aircraft (i) in the amount of $220,500.00 on or before 

January 6, 2011, (which payment RACC has acknowledged has been made), and unless and until 

the RACC Purchase Price has been released from the Escrow Account and received by RACC, 

(ii) the amount of $262,500.00 on or before January 20, 2011, and (iii) on or before each of 

February 6, March 6, and April 6, 2011 the amount of $525,000.00. To the extent that the 

RACC Purchase Price being held in the Escrow Account is released and received by RACC 

during any of these periods, the pro rata portion of rent paid for the period following such escrow 

release and receipt (using a 30-day month and actual days to the end of the paid period) shall be 

returned to Buyer. Any such lease rent payments on the Raytheon Aircraft funded by DIP 

Lender shall be funded under the DIP Loan but shall be excluded from the $300,000.00 monthly 

cap set forth in Section 3.1(c) hereof. 

(f) The entire lease rent payment of $220,500.00 made on or before 

January 6, 2011 and a ratable portion of the other lease rent payments that have been made under 

the immediately preceding paragraph, using as the basis for that proration, an assumed monthly 

payment of $441,000.00 (so that, for example, for a full month lease rent payment, 441/525 of 

that payment, if actually made and retained by RACC, is the ratable portion) shall be credited 

against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to 

RACC. The credit applies only to payments actually made and retained by RACC and shall be 

provided directly to Buyer by the Escrow Agent. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 114 (Exhibits)
{FT741494;10} 20

(g) Buyer agrees to use all reasonable best efforts to obtain all necessary 

Federal Aviation Approvals as soon as possible. 

(h) In any and all events, except as with respect to the last two sentences of 

this subsection (which provisions shall survive termination of this Agreement), the arrangements 

contained in this subsection will terminate, on April 30, 2011, unless the escrow is released and 

the RACC Purchase price is received by RACC on or before April 30, 2011. Upon such 

termination, Seller shall comply with all provisions contained in that certain Order Establishing 

Return Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft, 

entered by the Court on December 15, 2010 [D.E. #210]. Upon such termination, RACC shall 

have the right to file proofs of claim and/or assert and prosecute administrative expense claims in 

the Bankruptcy Case. 

(i) Seller, Buyer and RACC shall comply in all respects with the terms and 

conditions contained in the RACC Agreements and the Agreed RACC Terms, including, without 

limitation, that all aircraft will be and remain airworthy at all times and in good condition and 

Gulfstream’s engine maintenance program will be current in all respects, unless RACC expressly 

otherwise agrees in writing. 

(j) Based upon the agreement of Seller, the Committee and RACC, upon the 

release of the RACC Purchase Price from the Escrow Account and its receipt by RACC as and 

when provided above in this Section 5.4 (the “Escrow Release Date”), the Seller and the Seller’s 

bankruptcy estates shall be deemed to have waived, released and discharged, and each of the 

Seller and the Seller’s bankruptcy estates do hereby waive, release and discharge, effective as of 

the Escrow Release Date (without the need for any act or action by the Court or any Person), any 

and all claims they may hold, or that are held through, or are derivative from or of, the rights or 

interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived, 

released, and discharged, and RACC do hereby waive, release and discharge, effective as of the 

Escrow Release Date (without the need for any act or action by the Court or any Person), any 

and all claims that it has against the Seller and the Seller’s bankruptcy estates with respect to the 

RACC Agreements prior to and including the Escrow Release Date, specifically including 

RACC’s right to (i) receive any distribution with respect to the RACC Unsecured Claim and 

(ii) the RACC Cure Amount. 

ARTICLE 6 

REPRESENTATIONS AND WARRANTIES OF SELLER 

Seller hereby represents and warrants to Buyer subject to such exceptions as are 

identified in the Disclosure Schedules hereto, as of the date hereof and as of the Closing Date 

(other than the representations and warranties which are made as of a specified date, which speak 

only as of such date), as follows: 

6.1 Corporate Organization. Seller is duly formed and validly existing and in good 

standing under the Laws of the State of its formation. Seller has all requisite corporate (or 

equivalent) power and authority to own, lease and operate its properties, to carry on its business 

as now conducted (including the Business), and to perform its obligations hereunder and under 

any ancillary agreement to which it is or will be party. Seller is qualified or authorized to do 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 115 (Exhibits)
{FT741494;10} 21

business and is in good standing under the laws of each jurisdiction in which it owns or leases its 

real property and each other jurisdiction in which the conduct of its business or the ownership of 

its properties requires such qualification or authorization. 

6.2 Authorization and Validity. Subject to the Bankruptcy Court’s entry of the Sale 

Order and the receipt of the Consents set forth on Schedule 6.4 of the Disclosure Schedules, 

Seller has all requisite power and authority to enter into this Agreement and all other instruments 

and documents (the “Transaction Documents”) required to be executed and delivered by Seller 

pursuant hereto or to enable Seller to effect the transactions contemplated hereby and, to carry 

out its obligations hereunder and thereunder. Subject to the entry of the Sale Order, the 

execution and delivery of this Agreement and the Transaction Documents and the performance 

by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary 

action by the board of directors of Seller, and no other corporate proceedings on the part of Seller 

are necessary to authorize such execution, delivery and performance. This Agreement and the 

Transaction Documents required to be executed and delivered by Seller have been duly executed 

by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, and the receipt of the 

Consents on Schedule 6.4 of the disclosure Schedules constitute its valid and binding obligation, 

enforceable against it in accordance with the terms herein and therein. 

6.3 No Conflict or Violation. Subject to (a) the receipt of all Consents set forth on 

Schedule 6.4 of the Disclosure Schedules, or (b) the Bankruptcy Court’s entry of the Sale Order 

and, if any, the execution, delivery and performance by Seller of this Agreement do not and will 

not (i) violate or conflict with any provision of the bylaws or certificate of incorporation 

(collectively, the “Organizational Documents”) of Seller, (ii) violate any provision of Law or 

any order, judgment or decree of any court or Government (“Order”) applicable to Seller, or 

(iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a 

default under any Designated Contract. 

6.4 Consents and Approvals. Schedule 6.4 of the Disclosure Schedules sets forth a 

true and complete list of each Consent and each declaration to or filing or registration with any 

Government or other Person that is required in connection with the execution and delivery of this 

Agreement and the Transaction Documents by Seller or the performance by Seller of its 

obligations hereunder or thereunder. 

6.5 Compliance with Law. Except as may result from the Bankruptcy Case, since 

December 31, 2008 and as of the date of this Agreement, (i) Seller has not received written 

notice of any violation of any Law; (ii) Seller is not in default with respect to any Order, 

applicable to any of the Acquired Assets; and (iii) no Action is pending or, to Seller’s 

knowledge, threatened against Seller alleging any failure to comply with any Order or Law. 

Except for maintenance and similar obligations incurred in the ordinary course of Seller’s 

business, no material expenditures are, or based on any Law, Order or Permit will be, required of 

Buyer for Seller and its business and operations to remain in compliance with all Laws, Orders 

and Permits immediately following the Closing. 

6.6 Litigation. As of the date of this Agreement and except as set forth on 

Schedule 6.6 of the Disclosure Schedules, there are no Claims, suits or proceedings pending or, 

to the Knowledge of Seller, threatened, before any Government brought by or against Seller 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 116 (Exhibits)
{FT741494;10} 22

which is reasonably likely to cause a Material Adverse Effect. No Order or Action required to be 

set forth in Schedule 6.6 questions the validity or enforceability of this Agreement or any 

Transaction Document, or is reasonably likely to result in any Material Adverse Effect on Seller 

or the Acquired Assets, and Seller has no basis to believe that any such Action may be brought 

or threatened against Seller. 

6.7 Material Contracts. 

(a) Schedule 6.7 of the Disclosure Schedules sets forth a true, complete and 

correct list of each Contract to which Seller or any Affiliate thereof is a party or is bound under 

which the consequences of a default under or termination of such Contract would reasonably be 

expected to have a Material Adverse Effect (collectively, the “Material Contracts”). Seller has 

provided or made available to Buyer true and complete copies of each Material Contract 

(including all amendments thereto). 

(b) Except for the Cure Claims and as set forth in the Assumption Schedule, 

Seller has performed any obligations required to be performed by it to date under each Material 

Contract and is not in breach or default thereunder, and, to the Knowledge of Seller, no other 

party to any of the Material Contracts included in the Designated Contracts is (with or without 

the lapse of time or the giving of notice, or both) in material breach or default thereunder, except 

only for those defaults that will be cured in accordance with the Sale Order (or that need not be 

cured under the Bankruptcy Code to permit the assumption and assignment of the Designated 

Contracts) as of the date of this Agreement. Each of the Material Contracts included in the 

Designated Contracts is, or will be at the Closing, valid, binding and in full force and effect 

against Seller. 

6.8 Permits. Schedule 6.8 of the Disclosure Schedules sets forth a complete and 

correct list of all material Permits and all pending applications therefor obtained by Seller in 

connection with the Business or the Acquired Assets as of the date of this Agreement. As of the 

date of this Agreement, each such Permit is, and as of the Closing Date, each such Permit will 

be, valid and in full force and effect (subject to obtaining any required Consent to the transfer 

thereof), and is not be subject to any pending or, to Seller’s Knowledge, threatened 

administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid in 

any respect. 

6.9 Environmental Matters. 

(a) To the Knowledge of Seller, Seller is in compliance with applicable 

Environmental Laws applicable to the Acquired Assets and the Business as of the date of this 

Agreement. 

(b) Since December 31, 2008, Seller has not received a written complaint, 

Order, directive, Claim, request for information, citation or notice of violation from any 

Government or any other Person relating to any actual or alleged noncompliance with or liability 

under any Environmental Law with respect to any release, spill, leak, discharge or emission of 

any Hazardous Materials to the air, surface water, groundwater or soil of the Leased Real 

Property.

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 117 (Exhibits)
{FT741494;10} 23

6.10 Real Property. 

(a) Seller does not own any real property. 

(b) Schedule 2.1(a) sets forth (i) each Real Estate Lease under which Seller is 

the lessor of real property, and (ii) each Real Estate Lease under which Seller is the lessee of real 

property. Seller has heretofore made available to Buyer true and correct copies of each Real 

Estate Lease. Subject to provisions of the Bankruptcy Code and the proceedings before the 

Bankruptcy Court, each Real Estate Lease is in full force and effect and is a legal, valid and 

binding agreement, arrangement or commitment of Seller, enforceable against Seller in 

accordance with its terms and, to Seller’s knowledge, is a valid agreement, arrangement or 

commitment of each other party thereto, enforceable against such party in accordance with its 

terms, and is assumable and assignable pursuant to Section 365 of the Bankruptcy Code. Except 

for the applicable Cure Claims and as set forth on Schedule 6.10(b), Seller has performed all 

material obligations required to be performed by it under the relevant Real Estate Lease and is 

not (solely with or without notice or lapse of time, or both) in breach or default in any material 

respect thereunder; and, to Seller’s knowledge, no other party to any of the Real Estate Leases is 

(solely with or without notice or lapse of time, or both) in breach or default in any material 

respect thereunder except where such breaches or defaults are capable of cure in accordance with 

the provisions of Section 365 of the Bankruptcy Code. There is no pending or, to Seller’s 

Knowledge, threatened material condemnation or other similar proceeding of any part of the 

Leased Real Property. 

6.11 Employee Benefits. Set forth on Schedule 6.11 of the Disclosure Schedules is a 

list of all Employee Benefit Plans which Seller maintains or to which Seller contributes for the 

Employee. 

6.12 Insurance. Schedule 6.12 of the Disclosure Schedules sets forth a true, complete 

and correct description of all insurance policies maintained by Seller as of the date hereof. As of 

the date hereof, all such insurance policies are in full force and effect and all premiums that have 

become due and payable have been duly paid. No written notice of cancellation, non-renewal or 

termination has been received with respect to any such policy which has not been replaced on 

substantially similar terms prior to the date of such cancellation. Seller maintains insurance in 

such amounts and covering such risks and liabilities as are commercially reasonable and 

appropriate for the operation of the Business. 

6.13 Utilities. Seller has no Knowledge of and has not received any notice of the 

curtailment of any utility service supplied to the Real Property. To Seller's Knowledge, all water 

and all electrical, telecommunication, sanitary and storm sewer and drainage lines, systems and 

hook ups located upon, under, at or adjacent to the Leased Real Property necessary for the 

conduct of the Business as currently contemplated and as proposed to be conducted are installed 

and connected under valid permits. 

6.14 Title to Acquired Assets. Seller has good, marketable and valid title to each and 

all of the Acquired Assets (other than leased assets), in each case free and clear of all Liens. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 118 (Exhibits)
{FT741494;10} 24

6.15 Intellectual Property. Set forth on Schedule 6.15 of the Disclosure Schedules 

hereto is a complete and accurate list of the intellectual property (the "Intellectual Property"). 

Seller has not licensed its rights in any Intellectual Property, current or planned products, designs 

or services to any other Person, except as provided in the Service Agreement. Seller owns all 

right, title and interest in and to all the Intellectual Property free and clear of all Liens (other than 

Liens as to which the Sale Order shall authorize the sale of the Acquired Assets free and clear). 

Schedule 6.15 of the Disclosure Schedules hereto completely and accurately sets forth which of 

the Intellectual Property is duly, validly and properly registered with or issued by, as applicable, 

the U.S. Patent and Trademark Office, the Registrar of Copyrights and applicable foreign 

Government in foreign jurisdictions. All of such Intellectual Property registrations are valid and 

subsisting, all pending applications for such Intellectual Property are live and all maintenance, 

renewal and other fees relating to such registrations or applications are current, in each case, in 

all material respects. There are no material claims, demands or proceedings instituted or pending 

or, to the Knowledge of Seller, threatened by any Person contesting or challenging the right of 

Seller to use any Intellectual Property which, if adversely determined, would result in a Material 

Adverse Effect to the Business or the Acquired Assets. To the Knowledge of Seller, there are no 

patents, trademarks, trade names, copyrights, or trade secrets owned by a Person other than 

Seller which Seller is using without license to do so. Seller owns or has the right to use all 

Intellectual Property necessary or desirable to operate the Business. Each item of Intellectual 

Property used by Seller in the operation of the Business immediately prior to the Closing will be 

(subject to obtaining any required Consents) owned or available for use by Buyer on identical 

terms and conditions immediately subsequent to the Closing. To the Knowledge of Seller, Seller 

has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with 

any other Person’s intellectual property to any extent that is reasonable likely to cause a Material 

Adverse Effect. Seller has never received any notice alleging any interference, infringement, 

misappropriation, violation or conflict with another Person’s intellectual property rights 

(including any claim that Seller must license or refrain from using any other Person’s intellectual 

property) that is reasonably likely to result in any Material Adverse Effect. To the Knowledge of 

Seller, no other Person has interfered with, infringed upon, misappropriated, or otherwise come 

into conflict with the Intellectual Property. To the Knowledge of Seller, no new products, 

inventions, procedures, or methods of manufacturing or processing have been developed by any 

competitors or other Persons which reasonably could be expected to supersede or make obsolete 

any actual or planned product or process used in the operation of the Business. 

6.16 Brokers. Other than as set forth on Schedule 6.16 of the Disclosure Schedules, 

neither Seller nor any of its Affiliates has authorized any Person to act as broker, finder, banker, 

consultant, intermediary or in any other similar capacity which would entitle such Person to any 

investment banking, brokerage, finder’s or similar fee in connection with the transactions 

contemplated by this Agreement, except where any fee or payment due such persons would be 

solely the obligation of Seller or its Affiliates. 

6.17 Labor Matters. 

(a) Schedule 6.17(a) of the Disclosure Schedules sets forth a true, accurate 

and complete list of the names, titles, annual compensation and all bonuses and similar payments 

made with respect to each such individual for the current and fiscal year for all officers and 

employees of any Seller. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 119 (Exhibits)
{FT741494;10} 25

(b) Seller has identified and provided to Buyer true and complete copies of all 

collective bargaining agreements and other labor union contracts (including all amendments 

thereto) which are currently in effect and applicable to any employees of any Seller or which 

recently terminated and are the subject of ongoing negotiations between the parties thereto 

(collectively, the “CBAs”). Schedule 6.17(b) of the Disclosure Schedules identifies all CBAs. 

(c) Except as set forth on Schedule 6.17(c) of the Disclosure Schedules (i) no 

grievances, arbitrations, or legal or administrative proceedings which allege violation of any 

agreements, the CBAs or Law with respect to any employee are pending or, to the Knowledge of 

Seller, threatened against Seller, (ii) Seller is not delinquent in payments to any of its employees 

for any wages, salaries, commissions, bonuses or other direct compensation for any services 

performed for it or amounts required to be reimbursed to such employees, (iii) Seller is not liable 

for any payment to any trust or other fund or to any Government with respect to unemployment 

compensation benefits, social security or other benefits or obligations for employees, (iv) to 

Seller’s Knowledge, no employee of Seller is in any respect in violation of any term of any 

employment contract, nondisclosure agreement, common law nondisclosure obligations, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of 

any such employee to be employed by Seller because of the nature of the business conducted or 

presently proposed to be conducted by Seller or to the use of trade secrets or proprietary 

information of others, and (v) Seller is in compliance with all Laws, the CBAs agreements, 

contracts, policies, plans and programs relating to employment, employment practices, 

compensation, benefits, hours, terms and conditions of employment and the termination of 

employment, including but not limited to any obligations pursuant to the WARN Act, or any 

comparable Law. 

(d) Except as set forth on Schedule 6.17(d) of the Disclosure Schedules (i) no 

work stoppage, slowdown, lockout, labor strike, arbitrations or other labor disputes against any 

Seller is pending or, to the Knowledge of Seller, threatened, (ii) no employee of Seller, at the 

officer level or above, has given written notice to Seller that any such employee intends to 

terminate his or her employment with Seller, and (iii) Seller is not a party to, or otherwise bound 

by, any consent decree with any Government relating to employees or employment practices. 

6.18 Aircraft. 

(a) Schedule 6.18(a) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, of all in service aircraft owned or leased by any Seller (an 

“Aircraft”), including the manufacturer model, serial number, United States registration number 

and vintage thereof, including the name of the lessee or sublessee thereof, and all Aircraft 

engines, including the manufacturer, model and serial number. 

(b) All Aircraft are properly registered on the FAA aircraft registry and the 

International Registry, to the extent applicable, in airworthy condition (subject to routine 

maintenance and repair) and have a validly issued FAA Standard Certificate of Airworthiness 

that is in full force and effect. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 120 (Exhibits)
{FT741494;10} 26

(c) All Aircraft in all material respects are being maintained according to 

applicable Federal Aviation Regulations, Manufacturer’s maintenance manual, and FAAapproved maintenance programs of Seller. 

(d) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, containing all contracts (other than existing aircraft leases) 

pursuant to which any Seller may purchase or lease aircraft, engines, components or simulators 

where the expected expenditures under any such contract exceed $100,000.00, including the 

manufacturer and model of all aircraft subject to each contract. 

(e) Schedule 6.18(e) of the Disclosure Schedules sets forth a true and 

complete list, as of the date hereof, containing all contracts pursuant to which any Seller has 

financed, or have commitments to finance, aircraft (including leases, mortgages, and deferred or 

conditional sales agreements) involving amounts in excess of $100,000.00. 

6.19 Certificates. Seller possesses the FAA Certificates and DOT Certificates in 

material compliance with all applicable Legal Requirements. Seller owns, or has the valid rights 

under, the Certificates. None of the Certificates have been suspended or revoked by the FAA or 

DOT and to Seller’s Knowledge, no event has occurred with respect to Seller, its business or 

operations or the Certificates that reasonably could be expected to cause the FAA to suspend or 

revoke the FAA Certificate or to take such action that reasonably could be expected to adversely 

affect Seller’s rights under the FAA Certificate. Seller is in compliance with its obligations with 

respect to the DOT Certificates provided that they are subject to ongoing fitness requirements 14 

C.F.R. Part 202. 

6.20 U.S. Citizen; Air Carrier. Parent’s primary subsidiary, Gulfstream International 

Airlines, Inc., is a “citizen of the United States” as defined in the Transportation Code, is 

operating under authority issued pursuant to such Code (49 U.S.C. Sections 41101-41112) and 

holds an air carrier operating certificate issued pursuant to such Transportation Code (49 U.S.C. 

Sections 44701 et seq.) for aircraft capable of carrying 10 or more individuals and 6,000 pounds 

or more of cargo. 

ARTICLE 7 

REPRESENTATIONS AND WARRANTIES OF BUYER 

Buyer hereby represents and warrants to Seller as follows, as of the date hereof and as of 

the Closing Date: 

7.1 Corporate Organization. Buyer is a corporation, duly organized, validly existing 

and in good standing under the Laws of the State of Delaware, and has all requisite power and 

authority to own its properties and assets and to conduct its business as now conducted. 

7.2 Authorization and Validity. Buyer has all requisite power and authority to enter 

into this Agreement and to execute and deliver the Transaction Documents to which it is a party 

and to carry out its obligations hereunder and thereunder. The execution and delivery of this 

Agreement and the Transaction Documents and the performance of Buyer’s obligations 

hereunder and thereunder have been duly authorized by all necessary action by the board of 

managers of Buyer, and no other proceedings on the part of Buyer are necessary to authorize 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 121 (Exhibits)
{FT741494;10} 27

such execution, delivery and performance. This Agreement and the Transaction Documents to 

which it is a party have been duly executed by Buyer and constitute its valid and binding 

obligation, enforceable against it in accordance with the terms herein and therein. 

7.3 No Conflict or Violation. The execution, delivery and performance by Buyer of 

this Agreement and the execution and delivery of the Transaction Documents to which Buyer is 

a party does not and will not violate or conflict with any provision of the organizational 

documents of Buyer and does not and will not violate any provision of Law, or any Order 

applicable to Buyer, nor will it result in a breach of or constitute (with due notice or lapse of time 

or both) a default under any Material Contract to which Buyer is a party or by which it is bound 

or to which any of its properties or assets is subject. 

7.4 Consents, Approvals and Notifications. The execution, delivery and performance 

of this Agreement and the Transaction Documents by Buyer does not require the Consent of, or 

filing with or notification of, any Government or any other Person except: (a) for entry of the 

Sale Order by the Bankruptcy Court or (b) for such Consents and filings, the failure to obtain or 

make would not reasonably be expected to have a Material Adverse Effect on the ability of 

Buyer to consummate the transactions contemplated hereby. 

7.5 Adequate Assurances Regarding Designated Contracts. As of the Closing Date, 

Buyer will be capable of satisfying the conditions contained in Sections 365(f)(2)(B) of the 

Bankruptcy Code with respect to the Designated Contracts. 

7.6 No Financing Contingency. Buyer has the financial resources as required to 

consummate the transactions contemplated by this Agreement 

7.7 FAA Approvals. Buyer is a “citizen of the United States” as defined in 49 USC 

§ 40102(a)(15), and knows of no fact or reason relating to the Buyer or its Affiliates why the 

FAA or the DOT would deny or unusually delay all requisite Consents to the consummation of 

the transactions contemplated by this Agreement. 

7.8 Brokers. Neither Buyer nor any of its Affiliates has authorized any Person to act 

as broker, finder, banker, consultant, intermediary or in any other similar capacity which would 

entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection 

with the transactions contemplated by this Agreement, except where any fee or payment due 

such persons would be solely the obligation of Buyer or its Affiliates. 

ARTICLE 8 

COVENANTS OF SELLER 

Seller hereby covenants to Buyer as follows: 

8.1 Actions Before Closing. Seller shall use commercially reasonable best efforts to 

perform and satisfy all conditions to Buyer’s obligations to consummate the transactions 

contemplated by this Agreement that are to be performed or satisfied by Seller under this 

Agreement. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 122 (Exhibits)
{FT741494;10} 28

8.2 Maintenance of Assets Before the Closing Date. 

(a) Except as contemplated by this Agreement, as required by the Bankruptcy 

Code or Order of the Bankruptcy Court, or with the written consent of Buyer, Seller shall use 

commercially reasonable best efforts to operate the Business in the ordinary course in a manner 

consistent with past practice, and shall confer on a regular and frequent basis with Buyer and its 

representatives to report on operational matters and the general status of ongoing operations. 

Notwithstanding the generality of the foregoing and except as contemplated by this Agreement, 

as required by the Bankruptcy Code or Order of the Bankruptcy Court, or with the written 

consent of Buyer, Seller shall, between the date hereof and the Closing Date, use commercially 

reasonable best efforts to (i) conduct the Business in compliance with all applicable Laws and in 

accordance with the monthly budgets pre-approved by Buyer, (ii) use commercially reasonable 

best efforts to preserve the Business’s relationships with the current customers, suppliers and 

others having business dealings with the Business, (iii) maintain the Acquired Assets in their 

current working order, condition and repair as of the date hereof, ordinary wear and tear and 

damage from casualty excepted, (iv) perform in all material respects when due the obligations 

required to be performed by Seller under the Contracts, other than to cure pre-petition monetary 

defaults, (v) maintain the Business Records on a basis consistent with prior practice, (vi) bill for 

products sold or services rendered and pay accounts payable in connection with the Business 

consistent with past practice and subject to availability of cash to do so, (vii) maintain all 

insurance policies set forth on Schedule 6.12 hereto, or suitable replacements therefor, in full 

force and effect through the close of business on the Closing Date, (viii) provide Buyer with 

updated monthly financial information concerning the Business, as reasonably requested by 

Buyer, and (ix) grant Buyer reasonable access to its customers, distributors and suppliers and 

cooperate with Buyer in communicating with such Persons, subject to reasonably acceptable 

procedures. 

(b) Without limiting the generality of Section 8.2(a), prior to the Closing 

Seller shall not, and shall not permit its Affiliates to, without the prior written consent of Buyer, 

and other than as required by the Bankruptcy Code or Order of the Bankruptcy Court or in the 

ordinary course of business consistent with past practices: (i) sell, lease or transfer any of the 

Acquired Assets or parts thereof, (ii) amend, modify, terminate or change in any material 

respects any Designated Contract, or (iii) grant a consensual Lien on the Acquired Assets. 

(c) In the event Seller is directed by the Bankruptcy Court to convey or 

dispose of an asset that would be an Acquired Asset (except for reasonably equivalent value 

received by Seller), Seller shall either provide the proceeds of such asset conveyance to Buyer or 

reduce the Purchase Price by the fair market value of such asset. 

8.3 Consents and Approvals. Seller shall use commercially reasonable best efforts to 

obtain all Consents listed on Schedule 6.4 of the Disclosure Schedules. 

8.4 Access to Properties and Records. To the extent permitted under Law and any 

relevant confidentiality agreements, Seller shall afford to Buyer, and to the accountants, counsel 

and representatives of Buyer, reasonable access to the Business Records during normal business 

hours throughout the period prior to the Closing Date (or the earlier termination of this 

Agreement pursuant to the terms hereof). Upon reasonable prior notice, at Buyer’s sole cost, 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 123 (Exhibits)
{FT741494;10} 29

expense and risk, Seller shall also afford Buyer reasonable access, during normal business hours, 

to all Acquired Assets throughout the period prior to the Closing Date. If after the Closing Seller 

(or any Affiliate of Seller) shall receive any payment or revenue that belongs to Buyer pursuant 

to this Agreement, Seller shall promptly remit or caused to be remitted the same to Buyer, 

without set-off or deduction of any kind or nature. 

8.5 Consultant. If requested by the Buyer prior to Closing, the Seller shall retain a 

consultant or advisor acceptable to the Buyer (the “Consultant”), who shall have the authority to 

advise and consult the Seller with respect to the Seller’s financial and operational affairs and all 

other aspects of the Seller’s businesses, in each case to the extent such actions would not impair 

the transfer or approval of any necessary FAA, DOT or other governmental regulatory permits, 

consents, licenses, franchises, notice, orders, registrations, certifications or authorizations 

necessary to operate the business. The Consultant shall work with the Seller’s management, the 

Buyer and RACC to ensure that all going-forward operations comply with FAA, DOT and any 

other governmental regulations. The tenure and other terms of retention of the Consultant shall 

be acceptable to the Buyer. DIP Lender shall fund under the DIP Loan any fees and expenses 

charged by the Consultant, and such fees and expenses shall be excluded from the $300,000 

monthly cap set forth in subsection 3.1(c) above. 

8.6 Procedures for Consent to Prosecution of Avoidance Actions. 

(a) Within fourteen days following the entry of the Sale Order, Seller shall 

provide Buyer with a schedule of Transfers (as such term is defined by Section 101(54) of the 

Bankruptcy Code) to (i) Insiders (as such term is defined by Section 101(31) of the Bankruptcy 

Code) within the one year period prior to the Petition Date and to (ii) non-Insiders within the 

ninety day period prior to the Petition Date consisting of vendors or customers the termination of 

whose relationship with Buyer, in operating Seller’s business after the Closing, is reasonably 

likely to cause a Material Adverse Effect (collectively, the “Transfer Schedules”). 

(b) On or before the one hundred fiftieth (150th) day subsequent to the 

Closing, Buyer shall send a written confirmation to Seller, the Committee, or any successor, as 

the case may be, identifying which of the recipients of the Transfers on the Transfer Schedules 

may not be the subject of an Avoidance Action because Buyer maintains an active business 

relationship with such transferee (the “Confirmation Notice”). Upon receipt of the Confirmation 

Notice from Buyer, Seller, the Committee, or any successor, as the case may be, shall thereafter 

be authorized but not obligated to commence any Avoidance Action possessed by Seller’s estates 

against any transferee not identified in the Confirmation Notice. Seller, the Committee, or any 

successor, as the case may be, may pursue an Avoidance Action solely against those Transfers 

and transferees listed on the Transfer Schedules that are not identified by Buyer in the 

Confirmation Notice. 

8.7 Release. Seller, on behalf of itself and its officers, directors, shareholders, 

members, agents, employees, subsidiaries, Affiliates, successors, assigns, and any other Person 

who could make a claim by or through them for good and valuable consideration, the receipt and 

sufficiency of which are hereby acknowledged, does hereby, unconditionally and irrevocably 

release, acquit, satisfy and forever discharge DIP Lender, Buyer and each of its officers, 

directors, shareholders, members, agents, employees, subsidiaries, Affiliates, successors or 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 124 (Exhibits)
{FT741494;10} 30

assigns, from any and all past, present and future manner of actions, causes of action, suits, 

debts, costs, loss of services, obligations, liabilities, sums of money, accounts, reckonings, 

bonds, bills, attorneys’ fees, costs, specialties, covenants, contracts, grievances, controversies, 

agreements, promises, variances, disputes, trespasses, damages, judgments, executions, claims 

and demands whatsoever, regardless of whether at law or in equity or under federal, state, local 

or foreign law or any agency or commission of any local, state or federal government, which 

against them ever had, now has or which can, shall or may hereafter have, upon or by reason of, 

or arising out of or in connection with any cause whatsoever, except for any of the foregoing as 

may arise out of or in connection with this Agreement, any other document, or any of the 

transactions contemplated hereby or thereby. 

8.8 Further Assurances. Upon the request and at the sole expense of Buyer at any 

time after the Closing Date, Seller shall execute and deliver such documents as Buyer or its 

counsel may reasonably request to effectuate the purposes of this Agreement.

8.9 Notices. Seller shall give prompt notice to Buyer of (i) the occurrence or 

nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause 

any representation or warranty made by Seller contained in this Agreement to be materially 

untrue or inaccurate, and (ii) any failure of Seller to comply with or satisfy in any material 

respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. 

8.10 Casualty Loss. Notwithstanding any provision in this Agreement to the contrary, 

if, before the Closing, all or any material portion of the Acquired Assets is (a) condemned or 

taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other 

casualty, Seller shall notify Buyer promptly in writing of such fact, and (i) in the case of 

condemnation or taking, Seller shall assign or pay, as the case may be, any proceeds thereof to 

Buyer at the Closing, and (ii) in the case of fire or other casualty, Seller shall either restore such 

damage or assign the insurance proceeds therefrom to Buyer at Closing. Notwithstanding the 

foregoing, the provisions of this Section 8.10 shall not in any way modify Buyer’s other rights 

under this Agreement, including any applicable right to terminate the Agreement if any 

condemnation, taking, damage or other destruction resulted in a Material Adverse Effect. 

8.11 Confidentiality. Each party hereto acknowledges that the other parties have 

legitimate and continuing proprietary interests in the protection of their confidential information 

and that the parties have invested substantial sums and will continue to invest substantial sums to 

develop, maintain and protect such confidential information. Prior to and after the Closing, each 

party agrees not to disclose, furnish or make accessible to anyone or use for its own benefit 

(other than as contemplated hereby) any trade secrets or other confidential or proprietary 

information of another party relating to any Seller, Buyer and/or their respective businesses or 

the other parties including, but not limited to, information obtained by or revealed to such party 

during any investigations, negotiations or review relating to this Agreement and any other 

document contemplated hereby or thereby or any past or future actions taken in connection with, 

pursuant to, in accordance with, or under this Agreement, including without limitation any 

business plans, marketing plans, financial information, strategies, systems, programs, methods 

and computer programs; provided, however, that such protected information shall not include (i) 

information required to be disclosed by Law, legal or judicial process (including a court order, 

subpoena or order of a Government), (ii) information that is or becomes available to the 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 125 (Exhibits)
{FT741494;10} 31

disclosing party on a non-confidential basis from a source other than the other parties and not 

obtained in violation of this Agreement and (iii) information known to the public or otherwise in 

the public domain without violation of this Section 8.11. 

ARTICLE 9 

COVENANTS OF BUYER 

Buyer hereby covenants to Seller as follows: 

9.1 Actions Before Closing Date. Buyer shall use commercially reasonable efforts to 

perform and satisfy all conditions to Seller’s obligations to consummate the transactions 

contemplated by this Agreement that are to be performed or satisfied by Buyer under this 

Agreement. 

9.2 Consents, Approvals and Notifications. Buyer shall use commercially reasonable 

efforts to obtain all Consents of all Governments, and all other Persons, required to be obtained 

by Buyer and provide notifications to all Persons required to be notified by Buyer to effect the 

transactions contemplated by this Agreement. Buyer shall promptly take all actions as are 

reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Sale 

Order, including furnishing affidavits, financial information or other documents or information 

for filing with the Bankruptcy Court and making Buyer’s employees and representatives 

available to testify before the Bankruptcy Court. 

9.3 Availability of Business Records. After the Closing Date, Buyer shall provide to 

Seller and Related Persons (after reasonable notice and during normal business hours and 

without charge to Seller) access to all Business Records for periods prior to the Closing and shall 

preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b) 

the required retention period for all government contact information, records or documents. 

Such access shall include access to any information in electronic form to the extent reasonably 

available. Buyer acknowledges that Seller has the right to retain originals or copies of Business 

Records for periods prior to the Closing. Prior to destroying any Business Records for periods 

prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed 

destruction of its intent to destroy such Business Records, and Buyer will permit Seller to retain 

such Business Records. With respect to any litigation and claims that are Excluded Liabilities, 

Buyer shall render all reasonable assistance that Seller may request in defending such litigation 

or claim and shall make available to Seller’s personnel most knowledgeable about the matter in 

question. If after the Closing Buyer (or any Affiliate or creditor of Buyer) shall receive any 

payment or revenue that belongs to Seller pursuant to this Agreement, Buyer shall promptly 

remit or caused to be remitted the same to Seller, without set-off or deduction of any kind or 

nature. 

9.4 Employee and Benefits Matters. Buyer shall offer employment to substantially all 

individuals employed by Seller in connection with the Business as of the Closing Date (the 

“Employees”) to commence immediately following the Closing, and any such offer shall be 

(a) contingent upon the issuance of the Sale Order of the Bankruptcy Court and the Closing, and 

(b) based on terms and conditions of employment as those provided by Seller prior to Closing 

(with credit for past service with respect to title, compensation and benefits); provided, however, 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 126 (Exhibits)
{FT741494;10} 32

that Buyer shall not be required to offer employment to any Employee that is party to an 

employment agreement or a CBA, unless such employment agreement is listed as an Designated 

Contract on Schedule 2.1(e). Only Employees who accept Buyer’s offer of employment and 

who commence employment with Buyer shall be referred to herein as the “Transferred 

Employees.” Nothing herein, express or implied, shall (i) create any third party beneficiary or 

other rights or confer upon any Employee or former employee of Seller any rights or remedies 

(including any right to employment or continued employment for any specified period) of any 

nature or kind whatsoever, under or by reason of this Agreement, (ii) be deemed to constitute an 

amendment or other modification under any Employee Benefit Plan or any employee benefit 

plan maintained by the Parties, (iii) limit the right of Buyer or its Affiliates to amend, terminate 

or otherwise modify any employee benefit plan maintained by Buyer following the Closing Date; 

or (iv) impair or affect Seller’s prosecution of that certain motion filed by Seller as D.E. #270 in 

the Bankruptcy Case. Buyer and Seller agree that the provisions contained herein are not 

intended to be for the benefit of or otherwise be enforceable by, any third party, including any 

employee or former employee of Seller. With respect to any of Seller’s current Employees who, 

at or after the time of Closing, is not hired, or not otherwise employed by Buyer, the employment 

of each such Employee with Seller shall be deemed terminated as of the date immediately 

preceding the Closing Date, and Buyer shall be responsible for, and Seller shall not be obligated 

and responsible for, any and all liability, claims, actions, damages, judgments, penalties, costs, 

and expenses that may arise in connection with said termination, including without limitation, 

claims for wages, severance, benefits, or notice pay, or for failure by Seller or Buyer to provide 

notice under the WARN Act or other similar Law, but not including any claims for bonuses or 

change of control payments that are Excluded Liabilities. Pursuant to the “Standard Procedure” 

provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, if applicable, (i) Buyer and 

Seller shall report on a predecessor/successor basis as set forth therein, and (ii) Buyer will 

undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with 

respect to the portion of the year during which such Transferred Employees are employed by 

Buyer that includes the Closing Date, excluding the portion of such year that such Transferred 

Employee was employed by Seller. 

Following the Closing Date, (i) Buyer shall ensure that no waiting periods, exclusions or 

limitations with respect to any pre-existing conditions, evidence of insurability or good health or 

actively-at-work exclusions are applicable to any employees of Seller or their dependents or 

beneficiaries under any welfare benefit plans in which such Transferred Employees may be 

eligible to participate; and (ii) Buyer shall provide or cause to be provided that any costs or 

expenses incurred by Transferred Employees (and their dependents or beneficiaries) up to (and 

including) the Closing Date shall be taken into account for purposes of satisfying applicable 

deducible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or 

limitations on coverage under any such welfare benefit plans. With respect to each employee 

benefit plan, policy or practice, including, without limitation, severance, vacation and paid time 

off plans, policies or practices, sponsored or maintained by Buyer or its Affiliates, Buyer shall 

grant, or cause to be granted to, all Transferred Employees from and after the Closing Date credit 

for all service with Seller and its predecessors, prior to the Closing Date for all purposes 

(including, without limitation, eligibility to participate, vesting credit, eligibility to commence 

benefits and benefit accrual). 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 127 (Exhibits)
{FT741494;10} 33

Notwithstanding the foregoing, nothing in this Agreement shall limit or be interpreted to 

limit the Buyer's right to amend or terminate any employee benefit plan, policy or practice in any 

manner which it deems advisable in its sole discretion. 

ARTICLE 10 

BANKRUPTCY PROCEDURES 

Seller shall use its reasonable best efforts to obtain the entry of the Sale Order on the 

Bankruptcy Court’s docket. Buyer covenants and agrees that it shall cooperate with Seller in 

connection with furnishing information or documents to Seller to satisfy the requirements of 

adequate assurance of future performance under Section 365(f)(2)(B) of the Bankruptcy Code. 

ARTICLE 11 

REGULATORY MATTERS 

Buyer hereby covenants to Seller, and Seller hereby covenants to Buyer, as follows: 

11.1 Certificates. The FAA Certificate is non-transferable. Seller’s FAA Certificate is 

specific to Seller’s particular operations, personnel and manuals, which were found to be in 

compliance under the Federal Aviation Regulations, and a new certificate must be issued to 

Buyer. The FAA may issue a new or an amended operating certificate to Buyer only after the 

FAA has evaluated Buyer and determined that it is properly and adequately equipped and able to 

conduct safe options. Moreover, the transfer of the Certificate of Public Convenience and 

Necessity issued by the DOT is subject to the prior approval of the DOT under 49 U.S.C. § 

41105. As soon as reasonably practicable, but in any event within fifteen (15) business days 

after the date of this Agreement, Buyer and Seller shall use their respective commercially 

reasonable efforts (as applicable) to: (a) apply to the DOT and the FAA, as applicable, for 

approval of the transfer or issuance of the Certificates pursuant to this Agreement, and thereafter 

make any other required submissions to the DOT and FAA with respect to such transfer and 

issuance, and (b) thereafter, and as applicable, take all appropriate actions, and do, or cause to be 

done, all things necessary, proper or advisable with respect to obtaining the approval of the 

transfer or issuance of the Certificates: provided, that subject to the last sentence of this Section 

11.1, neither Buyer nor Seller will have any obligation to provide any guarantee or other 

consideration to the DOT or FAA of any nature in connection with obtaining such approvals for 

the transfer and issuance of the Certificates. Subject to the foregoing, each party, as applicable, 

agrees to cooperate with the other in the preparation and filing of, and the provision of 

information for, all forms, notifications, reports and information, if any, required or reasonably 

deemed advisable in connection with obtaining necessary approvals of the DOT and FAA, and to 

use their respective commercially reasonable efforts to agree jointly on a method to overcome 

any objections by the DOT or FAA. Upon reasonable advance notice, Seller will provide Buyer 

and Buyer’s representatives with access to and use of the Acquired Assets and allow Buyer’s 

representatives to communicate directly with FAA and DOT representatives to the extent 

required to obtain the necessary approvals of the DOT and the FAA; provided, that such access 

and use does not interfere with Seller’s access or use of the Acquired Assets, and provided, 

further, that Seller shall be entitled to have a representative observe any such access or use by 

Buyer or its representatives. Each of the parties shall bear their own costs and expenses incurred 

in connection with obtaining the necessary approvals of the DOT and the FAA, except that 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 128 (Exhibits)
{FT741494;10} 34

Buyer shall pay for any filing fees required to be paid to the DOT or the FAA in connection with 

the transfer and issuance of the Certificates pursuant to this Agreement. Buyer will promptly 

deliver notice to Seller in writing of any specific event or circumstance of which Buyer has 

knowledge, or of which it receives notice, that has resulted or could reasonably be expected to 

result in any delay or failure in obtaining the DOT or FAA approvals. 

11.2 Permit Transfers. Seller shall provide commercially reasonable assistance to 

Buyer to assist Buyer in (i) obtaining or (ii) the transfer of Permits from Seller to Buyer. Any 

and all fees required by any Government or any Person to obtain or for the transfer of a Permit 

shall be the sole responsibility of Seller. 

ARTICLE 12 

TAXES 

12.1 Taxes Related to Purchase of Acquired Assets. In the event that any Transfer 

Taxes shall be payable in connection with the transactions contemplated by this Agreement, such 

Transfer Taxes shall be paid by Buyer. In no event shall any party to this Agreement be 

responsible for the income taxes of any other party that arise as a consequence of the transactions 

consummated hereunder. 

12.2 Proration of Real and Personal Property Taxes. All real and personal property 

taxes and assessments on the Acquired Assets for any taxable period commencing prior to the 

day immediately preceding the Closing Date (the “Adjustment Date”) and ending after the 

Adjustment Date (a “Straddle Period”) shall be prorated between Buyer and Seller as of the 

close of business on the Adjustment Date based on the best information then available, with (a)

Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to 

the Adjustment Date and (b) Buyer being liable for such Taxes attributable to any portion of a 

Straddle Period beginning on or after the Adjustment Date. Information available after the 

Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be 

taken into account and any change in the amount of such Taxes shall be prorated between Buyer 

and Seller as set forth in the next sentence. All such prorations shall be allocated so that items 

relating to the portion of a Straddle Period ending prior to the Adjustment Date shall be allocated 

to Seller based upon the number of days in the Straddle Period prior to the Adjustment Date and 

items related to the portion of a Straddle Period beginning on or after the Adjustment Date shall 

be allocated to Buyer based upon the number of days in the Straddle Period from and after the 

Adjustment Date; provided, however, that the parties shall allocate any real property Tax in 

accordance with Section 164(d) of the Code. The amount of all such prorations that must be paid 

in order to convey the Acquired Assets to Buyer free and clear of all Liens shall be calculated 

and paid on the Closing Date; all other prorations shall be calculated and paid as soon as 

practicable thereafter. 

12.3 Cooperation on Tax Matters. Seller and Buyer shall (and shall cause their 

respective Affiliates to) cooperate fully with each other and make available or cause to be made 

available to each other for consultation, inspection and copying (at such other party’s expense) in 

a timely fashion such personnel, Tax data, relevant Tax Returns or portions thereof and filings, 

files, books, records, documents, financial, technical and operating data, computer records and 

other information as may be reasonably required (a) for the preparation by such other party of 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 129 (Exhibits)
{FT741494;10} 35

any Tax Returns or (b) in connection with any Tax audit or proceeding including one party (or an 

Affiliate thereof) to the extent such Tax audit or proceeding relates to or arises from the 

transactions contemplated by this Agreement. 

12.4 Retention of Tax Records. After the Closing Date and until the expiration of all 

statutes of limitation applicable to Seller’s liabilities for Taxes, Buyer shall retain possession of 

all accounting, business, financial and Tax records and information that (a) relate to the Acquired 

Assets and are in existence on the Closing Date and (b) come into existence after the Closing 

Date but relate to the Acquired Assets before the Closing Date. In addition, from and after the 

Closing Date, Buyer shall provide to Seller and their Related Persons (after reasonable notice 

and during normal business hours) access to the books, records, documents and other 

information relating to the Acquired Assets as Seller may reasonably deem necessary to 

(i) properly prepare for, file, prove, answer, prosecute and defend any Tax Return, claim, filing, 

tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under 

chapter 11 of the Bankruptcy Code of or including Seller. Such access shall include reasonable 

access to any computerized information systems that contain data regarding the Acquired Assets. 

12.5 Allocation of Purchase Price and Purchase Price Allocation Forms. The Purchase 

Price, the Assumed Liabilities and other relevant items shall be allocated among the Acquired 

Assets in accordance with Section 1060 of the Internal Revenue Code. Buyer shall prepare and 

deliver to Seller an allocation schedule setting forth Buyer’s determination of the allocation (the 

“Allocation Schedule”) within 30 days after the Agreement Date, which Allocation Schedule 

shall be subject to the reasonable approval of Seller. The Allocation Schedule shall identify the 

transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. 

Section 1060-1 (or any comparable provision of state or local tax Law) or any successor 

provision. The parties agree that they will report the federal, state, local and other Tax 

consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a 

manner consistent with such allocation and that they will not take any position inconsistent 

therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to 

the extent required to do so pursuant to applicable law. Seller and Buyer shall cooperate in the 

filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any 

other provision of this Agreement, this Section 12.5 shall survive any termination or expiration 

of this Agreement. 

ARTICLE 13 

CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES 

13.1 Conditions Precedent to Performance by Seller and Buyer. The respective 

obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement 

are subject to the satisfaction or waiver (other than the conditions contained in Sections 13.1(b)

and (c), the satisfaction of which cannot be waived), on or prior to the Closing Date, of the 

following conditions: 

(a) Bankruptcy Matters. The Bankruptcy Court shall have entered the Sale 

Order no later than January 20, 2011 and it shall have become a Final Order. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 130 (Exhibits)
{FT741494;10} 36

(b) Regulatory Approvals. The Regulatory Approvals on Schedule 13.1(b)

shall have been obtained and requisite notice shall have been provided by Buyer to relevant 

Government authorities. 

(c) DOT and FAA Approvals. Buyer shall have received: (1) the written 

approval of the transfer to Buyer of the DOT Certificates by the DOT; and (2) a new or amended 

FAA Certificate issued by the FAA, without any condition or limitations that Buyer determines, 

in its reasonable good faith judgment, to be adverse to the Certificates as Buyer contemplates 

they will be used in its business after Closing (which shall be consistent with Seller's operations 

prior to Closing, taking into account its flight operations after Closing. 

(d) No Order. No order, statute, rule, regulation, executive order, injunction, 

stay, decree, directive, or restraining order shall have been enacted, entered, promulgated or 

enforced by any court of competent jurisdiction or Government that would (i) prevent the 

consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the 

transactions contemplated by this Agreement to be rescinded following consummation, nor shall 

any such order, statute, rule, regulation, executive order, injunction, stay, decree, directive, or 

restraining order be in effect. No Action shall be pending before any Government or before any 

arbitral body wherein an unfavorable injunction, judgment, order, decree, ruling, directive or 

charge would (x) prevent consummation of any of the transactions contemplated by this 

Agreement or (y) cause any of the transactions contemplated by this Agreement to be rescinded 

following consummation. 

13.2 Conditions Precedent to Performance by Seller. The obligations of Seller to 

consummate the transactions contemplated by this Agreement are subject to the satisfaction, on 

or before the Closing Date, of the following conditions, any one or more of which may be 

waived by Seller in its sole discretion: 

(a) Representations and Warranties of Buyer. 

All representations and warranties made by Buyer in Article 7 of this Agreement 

shall be true and correct in all material respects on and as of the Closing Date as if again made by 

Buyer on and as of such date (or, if made as of a specific date, at and as of such date) (except for 

such representations and warranties which are qualified by “material” or “Material Adverse 

Effect”, which such representations and warranties shall be true and correct in all respects as so 

qualified), and Seller shall have received a certificate dated as of the Closing Date from Buyer to 

that effect. 

(b) Performance of the Obligations of Buyer. Buyer shall have performed in 

all material respects all obligations required under this Agreement to be performed by it on or 

before the Closing Date (except with respect to the obligation to pay the Purchase Price in 

accordance with the terms of this Agreement, which obligation shall be performed in all respects 

as required under this Agreement), and Seller shall have received a certificate dated as of the 

Closing Date and signed by the President or a Vice President of Buyer to that effect. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 131 (Exhibits)
{FT741494;10} 37

(c) Cure of Defaults. Buyer shall, on or prior to the Closing, have satisfied all 

Cure Claims in connection with the assumptions of the Designated Contracts pursuant to Section 

365 of the Bankruptcy Code. 

(d) Buyer’s Deliveries. Buyer shall have delivered, and Seller shall have 

received, all of the items set forth in Section 5.3 of this Agreement. 

13.3 Conditions Precedent to the Performance by Buyer. The obligations of Buyer to 

consummate the transactions contemplated by this Agreement are subject to the satisfaction, on 

or before the Closing Date, of the following conditions, any one or more of which may be 

waived by Buyer in its sole discretion: 

(a) Representations and Warranties of Seller. The representations and 

warranties made by Seller in of this Agreement shall be true and correct in all material respects 

when made, and except as otherwise provided herein, in each case as though made at and as of 

such time (or, if made as of a specific date, at and as of such date), except to the extent such 

failures to be true and correct do not constitute a Material Adverse Effect (except for 

representations and warranties which are qualified by “material” or “Material Adverse Effect”, 

which such representations and warranties shall be true and correct in all respects as so 

qualified), and Buyer shall have received a certificate dated the Closing Date from Seller to that 

effect. Notwithstanding the foregoing and any conflicting or inconsistent provisions in this 

Agreement, the Buyer agrees that the occurrence of a Material Adverse Effect after the execution 

of this Agreement and prior to Closing shall not allow Buyer to terminate this Agreement, and 

the absence of a Material Adverse Effect shall not be a condition precedent to Closing. Without 

limiting the generality of the foregoing, this condition precedent shall be satisfied in all respects 

at the Closing, notwithstanding the occurrence of an event or circumstance which occurs (i) after 

the date hereof, (ii) would constitute or contribute to a Material Adverse Effect, and (iii) would 

thereby otherwise cause this condition precedent not to be satisfied. 

(b) Performance of the Obligations of Seller. Seller shall have performed in 

all respects all obligations required under this Agreement to be performed by it on or before the 

Closing Date and Buyer shall have received a certificate dated the Closing Date and signed by 

the President or a Vice President of Seller to that effect. 

(c) Seller’s Deliveries. Seller shall have delivered, and Buyer shall have 

received, all of the items set forth in Section 5.2 of this Agreement. 

(d) Permits. The Buyer shall have received the Permits that are set forth on 

Schedule 13.3(d), which are necessary for Buyer to take title to all of the Acquired Assets at 

Closing and thereafter to operate all aspects of the Business. 

(e) Raytheon Aircraft. Buyer shall have purchased from RACC those aircraft 

listed on Schedule 13.3(e), in accordance with terms provided on Section 5.4. 

(f) Schedules. Seller shall have provided to Buyer within ____ days of the 

Agreement Date the Disclosure Schedules to the Agreement, reasonably acceptable to Buyer. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 132 (Exhibits)
{FT741494;10} 38

ARTICLE 14 

TERMINATION AND EFFECT OF TERMINATION 

14.1 Right of Termination. Notwithstanding anything to the contrary contained herein, 

this Agreement may be terminated only as provided in this Article. In the case of any such 

termination, the terminating party shall give notice to the other party specifying the provision 

pursuant to which the Agreement is being terminated. 

14.2 Termination Without Default. 

(a) This Agreement may be terminated at any time before Closing: 

(i) by mutual written consent of Seller and Buyer; 

(ii) by Buyer, if a Sale Order has not been entered by the close of 

business on January 19, 2011; 

(iii) by Buyer, anytime after April 30, 2011 (the “Termination Date”), 

if any condition contained in Sections 13.1 and 13.3 has not been satisfied or waived as 

of such time; provided, however, that Buyer shall not have the right to terminate this 

Agreement under this Section 14.2(a)(iii) if Buyer’s failure to fulfill any of its obligations 

under this Agreement is the reason that the Closing has not occurred on or before said 

date; 

(iv) by either Buyer or Seller, immediately upon a Final Order (or 

similar written declaration) declaring this Agreement or the Transaction Documents 

invalid or unenforceable in any material respect or that prevents or materially delays the 

consummation of the transactions contemplated hereby or thereby (a “Termination 

Order”); provided, however, that neither Seller nor Buyer shall have the right to 

terminate this Agreement pursuant to this Section 14.2(a)(iv) if such party or any of its 

Affiliates has sought entry of, or has failed to use all commercially reasonable efforts to 

oppose entry of, such Termination Order; 

(v) by Buyer, if there has been a material violation or breach by Seller 

of any representation, warranty or covenant contained in this Agreement which (A) has 

rendered the satisfaction of any condition to the obligations of Buyer set forth in Section 

13.3 impossible, (B) has not been waived by Buyer and (C) Buyer is not in material 

breach of this Agreement; or 

(vi) by Seller, if there has been a material violation or breach by Buyer 

of any representation, warranty or covenant contained in this Agreement which (A) has 

rendered the satisfaction of any condition to the obligations of Seller set forth in Section 

13.2 impossible, (B) has not been waived by Seller and (C) Seller is not in material 

breach of this Agreement. 

(b) If this Agreement is terminated pursuant to Section 14.2(a), (i) this 

Agreement shall become null and void and have no effect (other than this provision which shall 

survive termination) and (ii) except as set forth in Section 14.5, none of Seller, Buyer or any of 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 133 (Exhibits)
{FT741494;10} 39

their respective Related Persons shall have any liability or obligation arising under or in 

connection with this Agreement. 

14.3 Effect of Failure of Seller’s Conditions to Closing. Seller may terminate this 

Agreement at any time after the Termination Date and before Closing if any condition contained 

in Section 13.2(a) has not been satisfied or waived by Seller as of such time; provided, however, 

that Seller shall not have the right to terminate this Agreement under this Section 14.3 if Seller’s 

failure to fulfill any of its obligations under this Agreement has been the reason that the Closing 

has not been consummated on or before such date. 

14.4 Effect of Failure of Buyer’s Conditions to Closing. Buyer may terminate this 

Agreement at any time after the Termination Date and before Closing if any condition contained 

in Section 13.3 has not been satisfied or waived as of such time; provided, however, that Buyer 

shall not have the right to terminate this Agreement under this Section 14.4 if Buyer’s failure to 

fulfill any of its obligations under this Agreement has been the reason that the Closing has not 

been consummated on or before said date. If this Agreement is terminated pursuant to this 

Section 14.4: (i) this Agreement shall become null and void and have no effect (other than this 

provision and which shall survive termination) and (ii) except as provided in this Section 14.5, 

none of Seller, Buyer or any of their respective Related Persons shall have any liability or 

obligation arising under or in connection with this Agreement. 

14.5 Deposit. 

(a) If this Agreement is terminated pursuant to Sections 14.2(a)(i), (ii), (iii), 

(iv) or (v), the contemplated reduction in the DIP Loan in the amount of the Deposit shall 

become null and void and the full amount of the Deposit shall remain included in the amount 

owed under the DIP Loan. 

(b) If this Agreement is terminated pursuant to 14.2(a)(vi), the first 

$765,000.00 of the outstanding obligations under the DIP Loan shall be waived, released and 

satisfied in favor of Seller. 

(c) Buyer and Seller hereby acknowledge that the obligation to reduce the 

DIP Loan by the amount of the Deposit shall survive the termination of this Agreement and shall 

be paid pursuant to the terms herein. 

ARTICLE 15 

MISCELLANEOUS 

15.1 Successors and Assigns. Except as otherwise provided in this Agreement, no 

party hereto shall assign this Agreement or any rights or obligations hereunder without the prior 

written consent of the other party hereto, and any such attempted assignment without such prior 

written consent shall be void and of no force and effect. This Agreement shall inure to the 

benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. 

15.2 Governing Law; Jurisdiction. This Agreement shall be construed, performed and 

enforced in accordance with, and governed by, the Laws of the State of Florida (without giving 

effect to the principles of conflicts of Laws thereof), except to the extent that the Laws of such 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 134 (Exhibits)
{FT741494;10} 40

State are superseded by the Bankruptcy Code; provided that the validity and enforceability of all 

conveyance documents or instruments executed and delivered pursuant to this Agreement insofar 

as they affect title to real property shall be governed by and construed in accordance with the 

Laws of the jurisdiction in which such property is located. For so long as Seller is subject to the 

jurisdiction of the Bankruptcy Court, the parties hereto irrevocably elect as the sole judicial 

forum for the adjudication of any matters arising under or in connection with the Agreement, and 

consent to the exclusive jurisdiction of, the Bankruptcy Court. 

15.3 Survival of Representations and Warranties. None of the representations or 

warranties of Seller or Buyer set forth in this Agreement shall survive the Closing. 

15.4 Mutual Drafting. This Agreement is the result of the joint efforts of Buyer and 

Seller, and each provision hereof has been subject to the mutual consultation, negotiation and 

agreement of the parties and there is to be no construction against either party based on any 

presumption of that party’s involvement in the drafting thereof. 

15.5 Expenses. Except as otherwise provided in any Order of the Bankruptcy Court 

with respect to Buyer, each of the Parties shall pay its own expenses in connection with this 

Agreement and the transactions contemplated hereby, including any legal and accounting fees, 

whether or not the transactions contemplated hereby are consummated. 

15.6 Severability. In the event that any part of this Agreement is declared by any court 

or other judicial or administrative body to be null, void or unenforceable, said provision shall 

survive to the extent it is not so declared, and all of the other provisions of this Agreement shall 

remain in full force and effect only if, after excluding the portion deemed to be unenforceable, 

the remaining terms shall provide for the consummation of the transactions contemplated hereby 

in substantially the same manner as originally set forth at the later of the date this Agreement 

was executed or last amended. 

15.7 Notices. All notices, requests, demands and other communications under this 

Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of 

service if served personally on the party to whom notice is to be given; (b) on the day of 

transmission if sent via facsimile transmission to the facsimile number given below, and 

telephonic confirmation of receipt is obtained promptly after completion of transmission; (c) on 

the day after delivery to FedEx or similar overnight courier or the Express Mail service 

maintained by the United States Postal Service or (d) on the fifth day after mailing, if mailed to 

the party to whom notice is to be given, by first class mail, registered or certified, postage 

prepaid and properly addressed, to the party as follows: 

If to Seller: 

Gulfstream International Group, Inc. 

3201 Griffin Road, 4th Floor 

Fort Lauderdale, Florida 33312 

Attention: David F. Hackett 

Facsimile: (954) 985-5245 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 135 (Exhibits)
{FT741494;10} 41

Copy to: 

Berger Singerman, P.A. 

350 E. Las Olas Boulevard, Suite 1000 

Fort Lauderdale, FL 33301 

Attention: Brian K. Gart, Esq. 

Facsimile: (954) 523-2872 

If to Buyer: 

VPAA Co. 

c/o Victory Park Capital Advisors, LLC 

227 West Monroe Street, Ste. 3900 

Chicago, IL 60606 

Attention: Scott R. Zemnick, Esq. 

Facsimile: (312)701-0794 

Copy to: 

Akerman Senterfitt 

350 East Las Olas Boulevard, Suite 1600 

Fort Lauderdale, FL 33301 

Attention: Eyal Berger, Esq. 

Facsimile: (954) 463-2224 

Any party may change its address for the purpose of this Section 15.7 by giving the other 

party written notice of its new address in the manner set forth above. 

15.8 Amendments; Waivers. This Agreement may be amended or modified, and any 

of the terms, covenants, representations, warranties or conditions hereof may be waived, only by 

a written instrument executed by the parties hereto, or in the case of a waiver, by the party 

waiving compliance. Any waiver by any party of any condition, or of the breach of any 

provision, term, covenant, representation or warranty contained in this Agreement, in any one or 

more instances, shall not be deemed to be nor construed as a furthering or continuing waiver of 

any such condition, or of the breach of any other provision, term, covenant, representation or 

warranty of this Agreement. 

15.9 Public Announcements. No party shall make any press release or public 

announcement concerning the transactions contemplated by this Agreement without the prior 

written approval of the other parties, unless a press release or public announcement is required 

by Law or Order of the Bankruptcy Court. If any such announcement or other disclosure is 

required by Law or Order of the Bankruptcy Court, the disclosing party shall give the 

nondisclosing party or parties prior notice of, and an opportunity to comment on, the proposed 

disclosure. The parties acknowledge that Seller shall file this Agreement with the Bankruptcy 

Court in connection with obtaining the Sale Order. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 136 (Exhibits)
{FT741494;10} 42

15.10 Entire Agreement. This Agreement, the Sale Order, any Schedules or Exhibits 

hereto and any other documents contemplated hereby and thereby contain the entire 

understanding among the parties hereto with respect to the transactions contemplated hereby and 

supersede and replace all prior and contemporaneous agreements and understandings, oral or 

written, with regard to such transactions. All Schedules hereto and any documents and 

instruments delivered pursuant to any provision hereof are expressly made a part of this 

Agreement as fully as though completely set forth herein. 

15.11 Parties in Interest. Nothing in this Agreement is intended to confer any rights or 

remedies under or by reason of this Agreement on any Persons other than Seller and Buyer and 

their respective successors and permitted assigns. Nothing in this Agreement is intended to 

relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. No 

provision of this Agreement shall give any third Persons any right of subrogation or action over 

or against Seller or Buyer. 

15.12 Headings. The article and section headings in this Agreement are for reference 

purposes only and shall not affect the meaning or interpretation of this Agreement. 

15.13 Construction. Unless the context of this Agreement otherwise requires, (i) words 

of any gender include the other gender, (ii) words using the singular or plural number also 

include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” 

and derivative or similar words refer to this entire Agreement as a whole and not to any other 

particular article, section or other subdivision, (iv) the words “include,” “includes” and 

“including” shall be deemed to be followed by the phrase “without limitation,” (v) “shall,” 

“will,” or “agrees” are mandatory, and “may” is permissive, and (vi) “or” is not exclusive. 

15.14 Currency. Except where otherwise expressly provided, all amounts in this 

Agreement are stated and shall be paid in United States currency. 

15.15 Time of Essence. Time is of the essence of this Agreement. 

15.16 Counterparts. This Agreement may be executed in counterparts, each of which 

shall be deemed an original, but all of which shall constitute the same agreement. This 

Agreement and any signed agreement entered into in connection herewith or contemplated 

hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile 

(or equivalent electronic transmission), shall be treated in all manner and respects as an original 

contract and shall be considered to have the same binding legal effects as if it were the original 

signed version thereof delivered in person. 

(Signatures are on the following page.) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 137 (Exhibits)
{FT741494;10} 43

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 

executed by their respective officers thereunto duly authorized as of the date first above written. 

GULFSTREAM INTERNATIONAL 

GROUP, INC. 

By: 

Name:

Title:

GULFSTREAM INTERNATIONAL 

AIRLINES, INC. 

By: 

Name:

Title:

GULFSTREAM TRAINING ACADEMY, INC. 

By: 

Name:

Title:

GULFSTREAM CONNECTION, INC. 

By: 

Name:

Title:

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 138 (Exhibits)
{FT741494;10} 44

GIA HOLDINGS CORP., INC. 

By: 

Name:

Title: 

VPAA CO. 

By: 

Name:

Title: 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 139 (Exhibits)
Exhibit C

Gulfstream International Airways, Inc. Commuter Air Carrier Authority 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 140 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 141 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 142 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 143 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 144 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 145 (Exhibits)
Exhibit D

VPAA Co. Certificate of Good Standing 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 146 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 147 (Exhibits)
Exhibit E

Citizenship Affidavit 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 148 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 149 (Exhibits)
Exhibit F

Resumes of Officers and Directors 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 150 (Exhibits)
DAVID F. HACKETT 

Office 954.985.1500 ext 245 Email: dfhackett@gulfstreamair.com 

PROFESSIONAL EXPERIENCE 

GULFSTREAM INTERNATIONAL GROUP, INC. March, 2006 – Present 

President, Chief Executive Officer and Director 

Top executive for aviation company with two subsidiaries, a regional airline operating within 

Florida, the Bahamas and Cuba, as well as an advanced flight training academy for commercial 

airline pilots. 

Full P&L responsibility for both companies. 

The holding company was formed in March, 2006 and an Initial Public Offering of the 

company’s common stock was completed in late 2007. Acted as the principal contact and 

company representative for marketing and placement of securities. Positioned the company as 

the industry’s leading small-market niche operator. 

Led the negotiation and placement for three follow-on equity and debt placements during one of 

the most difficult periods in the history of the U.S. airline industry. 

GULFSTREAM INTERNATIONAL AIRLINES June, 2007 – Present 

President, Chief Executive Officer and Director 

Hands-on executive with heavy involvement in strategic planning, scheduling, pricing, finance 

and operations. Leadership responsibility for over 700 employees. 

Navigated rapidly changing market conditions, which resulted in replacing over half of the 

company’s revenue sources during the last four years. Successfully orchestrated a major 

operational restructuring in 2008 to balance revenue and capacity with higher fuel costs and 

lower demand. 

Expanded the airline from its traditional Florida base to a new region surrounding Cleveland, 

Ohio, which turned profitable in its first month of operation. This base will also serve as an 

important source of long-term growth for the company. 

Tactical scheduling and pricing actions, along with extensive in-house development of revenue 

and traffic analytical tools, contributed to the airline achieving monopoly positions in over 60% 

of its routes. 

Negotiated a long-term extension of the company’s strategic alliance with Continental Airlines, 

as well as agreement enhancements with its other partners, United and Northwest Airlines. 

Overhauled the company’s operational processes and procedures to comply with new 

international standards equivalent to those adopted by the world’s largest carriers. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 151 (Exhibits)
DAVID F. HACKETT Page 2

______________________________________________________________________________________ 

President and Chief Financial Officer June, 2003 – June, 2007 

Led the turnaround of this regional airline, from a $6MM loss in 2002 to $1MM profit in 2003. 

Implemented a major restructuring plan within a 180-day time frame in 2003 that reduced costs, 

eliminated unprofitable markets and simultaneously increased revenues. From that point on, the 

company achieved five consecutive years of profitability. 

Completed a restructuring of the balance sheet that eliminated over $40 million in unsecured 

debt, while maintaining majority ownership for the company’s founder without requiring any 

new equity investment. This structure allowed the founder to sell his stake in 2006 for a 

substantial amount. 

Introduced a new comprehensive planning, forecasting and budgeting tool that closely aligned 

marketing decisions with their impact on overall profitability and departmental expenses. 

Initiated a formal process of new market profitability analysis that substantially increased the 

success rate of new market introductions. Nine new markets were introduced in the 2003 – 2006 

time frame, with only one turning out unprofitable. 

Negotiated new credit terms from key vendors resulting in major working capital improvements, 

while aggressively managing available liquidity due to serious undercapitalization and 

significant business seasonality swings. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 152 (Exhibits)
DAVID F. HACKETT Page 3

______________________________________________________________________________________ 

 NEWGATE ASSOCIATES, LLC 2002 

Independent Consultant – Independent financial and strategic consultant. Principal focus in 

transportation and tourism. Projects included assessment of financing alternatives for private 

entities, analysis of new business investment opportunities and air transportation/business 

restructuring advisor to the Bahamian government. 

SHUTTLE AMERICA CORPORATION 1996 to 2001 

President, Chief Executive Officer, and Director 

Founder and Chief Executive of a regional airline which successfully developed a unique niche 

within the U.S. airline industry, focusing on low-fare service to secondary markets in the 

northeastern United States. 

Guided company from concept creation through start-up financing, governmental certification 

and business development, achieving annualized revenues in excess of $25 million within a twoyear period. Raised approximately $10MM in start-up venture capital from institutional 

investors. 

Achieved industry-segment leading low costs through the redesign of traditional airline 

operations into a simple, streamlined approach and the strategic use of new technology. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 153 (Exhibits)
DAVID F. HACKETT Page 4

______________________________________________________________________________________ 

SAVOY CAPITAL, INC. 1991 to 1996 

 Managing Director - Houston, Texas (1993 to 1996) 

 Vice President – (1991 to 1993) 

Key management person in this private equity firm, focusing on all facets of private and public 

debt, equity investments. 

 

Engaged in financial restructuring and advisory work for several private companies to allow 

them better access to the capital markets. 

Representative of Savoy as General Partner of a private equity fund focused on specialty food 

and restaurant companies. 

CONTINENTAL AIRLINES, INC. 1985 to 1991 

 Director, Financial Planning and Analysis (1989 to 1991) 

Manager, Capital Planning, (1987 to 1989) 

Financial Analyst (1985 – 1987) 

 

THE BFGOODRICH COMPANY 1983 to 1985 

 Financial Career Development Program 

EDUCATION 

Master of Business Administration, 1985 • Management • University of Houston, Clear 

Lake, Texas. Began MBA program at the Weatherhead School of Management, Case Western 

Reserve University, Cleveland, Ohio. 

Bachelor of Science, 1983 • Accounting • Miami University, Oxford, Ohio 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 154 (Exhibits)
MATTHEW RAY 

55 East Erie Street, Unit 2505 · Chicago, IL 60611 · (312) 533-0645 · mray@vpcadvisors.com

EXPERIENCE

VICTORY PARK CAPITAL Chicago, IL

Principal and Co-Founder 2007 – Present 

 Co-founder of alternative asset management firm, with 16 employees and three office locations, focused on 

providing direct debt and equity financing solutions to U.S.-based small cap, lower middle market and 

distressed companies with hedge fund, private equity fund, and SBIC fund offerings 

 Primary architect of most aspects of firm-wide build out including investment analysis, documentation, and 

monitoring processes, portfolio company reporting requirements and other risk management tools, valuation 

policies and procedures, prime brokerage selection, trading processes and platforms, and legal and 

compliance 

 Primarily responsible for originating, analyzing, structuring, executing, and risk managing portfolio 

investments 

 Represent Victory Park Capital on several portfolio company board of directors 

 Member of the Investment Committee for over 30 transactions accounting for approximately $540 million in 

invested capital 

ASCENT AVIATION SERVICES CORP. Tucson, AZ

Chairman of the Board of Directors and Former Chief Executive Officer 2009 – Present 

 FAA and EASA certified Part 145 Repair Station providing maintenance, repair, overhaul, modification, 

transition, storage, and reclamation services to commercial transport aircraft operators, owners, and lessors 

Facilities encompass over 110,000 square feet of hangar, shop and secured consignment space on a 21-acre 

concrete ramp located at the Tucson International Airport 

 Structured and executed a DIP financing, complex financial restructuring and §363 asset purchase in 

conjunction with a US Trustee and pursuant to a US Bankruptcy Court confirmed plan of reorganization 

which culminated in a change of control on November 9, 2009 

 Interim CEO Assignment: design, implement and audit to corporate objectives that highlight continuous 

improvement, waste elimination, efficient production work flow, error preventative process design, visual 

management systems, employee involvement, fact-based decision making, quick response to customer 

changes, multi-skilled workers, 5S housekeeping, low capital investment and industry leading margins 

GLOBAL EMPLOYMENT SOLUTIONS, INC. Denver, CO

Chairman of the Board of Directors 2009 – Present 

 Human Resource Outsourcing company with approximately 200 employees and seven offices across the US 

 Structured and executed a complex financial out of court take-private recapitalization in conjunction with 

management which culminated in a change of control on September 30, 2009 

 Consummated the divestiture of Professional Employee Organization (PEO) division on July 15, 2010 to 

Madison Capital Partners 

 Consummated two Professional Staffing acquisitions in August and December of 2010, respectively 

VICTORY PARK RESOURCES CORP. Austin, TX

Chairman of the Board of Directors 2008 – Present 

 Oil and Gas exploration and production company with operating assets in New Mexico, Oklahoma, and 

Texas totaling more than 8m of proved barrel of oil equivalents 

 Sourced, negotiated, and consummated platform acquisition and recruited current CEO and COO 

 Consummated three incremental oil field acquisitions 

MAGNETAR CAPITAL LLC Chicago, IL

Senior Analyst 2005 –2006 

 One of ten original employees (currently more than 250 employees and $5 billion AUM) contributing to one 

of the largest hedge fund launches in recent history ($1.7 billion) 

 Assisted in many aspects of firm-wide build out including investment process and monitoring, risk 

management tools, valuation policies, prime brokerage and trading platforms, and legal and compliance 

 Member of core team that built private investing business into a market leader 

Originated, analyzed, structured, executed, and risk managed portfolio company investments 

 Collaborated with Event Driven team to develop theme based and opportunistic investment thesis 

BANC OF AMERICA SECURITIES LLC New York, NY

Associate – Hedge Fund Investors Group, Structured Investments 2004 – 2005 

 Member of core front office team recruited to build market leading Structured Investments business 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 155 (Exhibits)
 Originated, structured, traded and risk managed hedge fund-linked derivatives and other leverage products 

(approximately $7 billion hedge fund-linked derivative and loan book) 

 Management sold Structured Investments business to Societe Generale in March 2005 

SG COWEN SECURITIES CORPORATION New York, NY

Corporate and Investment Banking Associate – Media & Telecom Group 2003 – 2004

 One of two analysts in 2000 analyst class (42 people) promoted to associate 

 Contributed to the initial and ongoing analysis of $2 billion leveraged corporate loan portfolio 

 Contributed to the origination and execution of a global corporate and investment banking platform 

 Trained group members on analytic fundamentals and methodology of financial modeling

Corporate and Investment Banking Analyst – Media & Telecom Group 2001 – 2003

 Ranked first, based on year-end performance evaluations, two years of the analyst program 

 Developed financial analysis proficiency building customized financial models 

Investment Banking Analyst – Technology Services Group (Chicago) 2000 – 2001 

 Contributed to the origination and execution of a global investment banking practice 

 Transferred to New York office prior to management terminating industry coverage group 

BMWCONSTRUCTORS,INC. Joliet, IL

Summer Apprentice – Pipefitter’s Local 597 Summers 1996 – 1998 

 Financed university studies 

EDUCATION

INDIANA UNIVERSITY,KELLEY SCHOOL OF BUSINESS Bloomington, IN

Bachelor of Science, Finance May 2000 

UNIVERSITY OFLONDON London, England

Indiana University Study Abroad Program Summer 1999

OTHER

 Represent Victory Park Capital on Board of Directors of the Commercial Finance Association 

 Member – Turnaround Management Association, American Bankruptcy Institute 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 156 (Exhibits)
Richard Levy 

844 Kimballwood Lane 

Highland Park, IL 60035 

Office (312) 701-0786 

Fax (312) 701-0794 

Mobile (847) 852-9372 

Professional 

Experience 

2010-Present

2007-Present 

2005-2007

VPC SBA I, LLC CHICAGO, IL 

Managing Partner

• Founder of asset management firm focused on providing in private debt financing solutions to small cap and 

middle market companies in the U.S. 

• Primarily responsible for overall investment strategy and structuring, portfolio and risk management, strategic 

planning, and firm-wide management. 

• Chairman of the Investment Committee. 

VICTORY PARK CAPITAL ADVISORS, LLC CHICAGO, IL 

Managing Partner

• Co-founder of $225 million asset management firm with 16 employees focused on providing in private debt 

financing solutions to small cap and middle market companies primarily in the U.S. 

• Primarily responsible for overall investment strategy and structuring, portfolio and risk management, strategic 

planning, and firm-wide management. 

• Chairman of the Investment Committee for over 30 transactions and $540 million in invested capital. 

MAGNETAR FINANCIAL, LLC EVANSTON, IL 

Portfolio Manager

• Responsible for the management of a group focused on making structured investment in credit and equity in small 

cap public and smaller private companies. 

• Managed an investment team that completed over 50 transactions for middle market and small cap companies in 

excess of $1.5 billion in invested capital. 

• Member of the firm’s Investment Committee 

2002-2005 CRESTVIEW CAPITAL COLLATERALIZED DEBT FUND, LLC NORTHBROOK, IL 

Partner

• Co-founder of an asset-management firm focused on making loans to and creating specialty lending vehicles for 

lower middle market companies private. 

• Firm had approximately $600 million of assets under management when Mr. Levy sold his partnership interest in 

2005. 

1999-2005 CRESTVIEW CAPITAL FUNDS, LLC NORTHBROOK , IL 

Partner

• Co-founder of an approximately $250 million fund focused on making private investment in small and micro cap 

public companies. 

• Responsible for the due diligence, structuring and monitoring of over $500 million of invested capital and 

approximately 150 transactions. 

1998-1999 CIRCLE GROUP INTERNET INVESTMENT BANK CHICAGO, IL 

Managing Director Investment Banking

• Managed a team of analysts providing capital raise and merchant banking services to start up and venture backed 

private companies with less than $10,000,000 of revenue 

1997-1998 ELECTRIC CITY CORPORATION ELK GROVE, IL 

Chief Financial Officer 

• Responsible for managing the day to day financial oversight of an Energy Management Company. 

• Managed the process of taking the Company public. 

• Led the Companies successful fundraising efforts that generated close to $15,000,000 in new capital 

1995-1997 COMMODITIES FUTURES TRADING COMMISSION CHICAGO, IL 

Intern in the Office of the Division of Enforcement 

• Reviewed trading cards looking for errors including front running or time and sales mismatch. Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 157 (Exhibits)
• Responsible for drafting briefs for Division counsel for prosecution of potential violations of the Act. 

1993-1994 SG COWEN LONDON, UK 

Trading Associate 

Junior trader of UK and South African fixed income products. 

 

Education 

1994-1997 CHICAGO KENT SCHOOL OF LAW CHICAGO, IL 

Juris Doctorate and MBA 

Qualified to practice law in the State of Illinois August 2007 

1990-1993 THE OHIO STATE UNIVERSITY COLUMBUS, OH 

Bachelor of Arts Degree, 1993 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 158 (Exhibits)
CHARLES J ASFOUR 

240 East Illinois Street, Unit #2004, Chicago, IL 60611 • (312) 576–2099 • casfour@vpcadvisors.com 

PROFESSIONAL EXPERIENCE 

Victory Park Capital Advisors, LLC Chicago, IL 

Investment Professional July 2010 – Current 

• Alternative asset management firm focused on providing direct debt and equity financing solutions to U.S. based small 

cap, lower middle market and distressed companies with hedge fund, private equity fund, and SBIC fund offerings 

• Responsible for originating, evaluating and executing new investment opportunities across all funds in the 

transportation/aviation, consumer/retail, healthcare, and human capital services industries 

• Responsible for the ongoing monitoring of select existing investments across the various funds 

Blackbird Management Group, LLC Chicago, IL 

Founding Partner September 2008 – July 2010 

• Founded a private investment firm in partnership with two CEO level operating executives to focus on investing in 

middle market niche manufacturing and business services companies with an operational approach to value creation 

• Developed a value-based investment focus with an emphasis on undervalued companies and/or special situations 

• Responsible for leading investment origination and evaluation, internal and third party due diligence, deal structuring, 

seller negotiations, debt/equity financing (and managing ongoing lender/investor relationships), and legal 

documentation 

• Sourced over 75 opportunities in total with 4 opportunities under a signed letter of intent 

Code Hennessy & Simmons LLC Chicago, IL 

Associate – Investing from $1.3 billion CHS Private Equity V, LP July 2007 – September 2008 

• Middle market private equity investment firm with $2.8 billion of capital under management across five investment 

vehicles 

• Conducted detailed investment reviews with a focus on company/industry fundamental analysis, led all financial 

modeling and valuation, wrote investment committee memoranda, conducted investment due diligence, coordinated 

third-party service providers, reviewed legal contracts, and arranged debt financing 

• Collaborated with senior management of portfolio companies on strategic planning, operations management, capital 

raising, budgeting, reporting activities and evaluation of add-on acquisition candidates 

• Key member of the investment team that led the firm’s investment in Heartland Dental Care, Inc. (CHS’ largest and 

most complex investment completed to date at that time) 

J.P. Morgan Securities Inc. New York, NY 

Investment Banking, Financial Analyst – Mergers & Acquisitions June 2004 – June 2007 

• Significant experience with various valuation methodologies, including: discounted cash flow analysis, comparable 

public company analysis, precedent transaction analysis, break-up valuations and liquidation valuations 

• Extensive experience modeling leveraged buyouts, business combinations, accretion/dilution, divestiture alternatives, 

complex transaction structures and various other M&A/valuation related analyses 

Select transaction experience: 

– $26 billion – Freeport-McMoRan Copper & Gold’s acquisition of Phelps Dodge Corporation 

– $12 billion – Merger of equals in the wireless telecommunications industry

– $6 billion – Sale of Michaels Stores to Bain Capital and The Blackstone Group 

– $2.7 billion – Sale of Reynolds & Reynolds to Universal Computer Systems 

– $2 billion – Discovery Holding Company’s purchase of Cox Communications’ 25% stake in Discovery Communications 

– $1.3 billion – Advised GenCorp in its defense against an unsolicited acquisition proposal from Steel Partners II LP 

– $1.2 billion – Acquisition of a wireless tower portfolio

– $425 million – Honeywell’s sale of Indalex Aluminum Solutions to Sun Capital Partners

– $400 million – Acquisition of a specialty pharmaceutical business

– $170 million – Sale of Rockwell Scientific to Teledyne Technologies

EDUCATION 

Kelley School of Business, Indiana University Bloomington, IN 

Bachelors of Science in Business: Majors in Finance & Accounting May 2004 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 159 (Exhibits)
InterIsland Aviation Way 

Providenciales, Turks & 

Caicos BWI 

649-331-3404 

darrellatc@gmail.com 

F. Darrell Richardson 

Education University of Miami 

 MBA International Business and Finance 

Cook Institute of Technology 

 BSEE 

Experience July 2010 – Present InterIsland Aviation Services Group 

Chief Executive Officer 

 Currently serving as CEO of IIASG in Providenciales, Turks & Caicos 

Islands, BWI 

 Responsible for five companies; Air Turks & Caicos, Provo Air Center, 

Flight Support Ltd, Caribbean Aviation Maintenance Services and Agency 

Services. 

 Air Turks & Caicos is the National Flag Carrier of Turks & Caicos. In the 

last six months we have installed a new reservation system, developed a 

financial forecast model, increased pilot productivity by 17%, increased 

airline profits for the half by 100% year over year, increased on-time 

performance to 95% within fifteen minutes, developed a route profitability 

analysis, developed a new route plan to restructure the airline from a point 

to point to a more traditional feeder type airline, developed a new 

business plan to expand the airline into additional routes in the Caribbean, 

developed new partnerships with travel agencies in the Dominican 

Republic and San Juan, completed a detail evaluation of adding jet 

aircraft to the fleet and opened discussions with two US major airlines 

discussing code share agreements. 

 Provo Air Center is a FBO based at PLS Airport and also provides fuel to 

the corporate customers as well as the airlines servicing PLS. In the last 

six months we developed a new financial forecasting model and 

increased sales and profits that exceeded goal by 29%. 

 Flight Services provides both above and below wing ground handling at 

PLS for Delta, Continental, Jet Blue, US Air, West Jet, Air Canada, British 

Airways, Bahamas Air, Sky Bahamas and all charter airlines. 

Restructured the management staff and retrained the ticket counter 

employees, passed four major customer audits with zero findings, profit 

was up over 400%. Negotiated contracts to add Continental Airlines and 

Jet Blue Airlines starting in February 2011. 

 CAMS is an OTAR 145 maintenance repair center for the airline and on 

call maintenance in PLS for all the above airlines. Restructured the 

management staff and increased productivity by 30%. Recruited new 

stores manager from the USA. Developed heavy check capability for the 

Air Turks & Caicos fleet. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 160 (Exhibits)
 Agency Services operates all UPS operations in the Turks & Caicos. 

Negotiated a new contract with UPS to add international exports to our 

capability and increased payment amount by 25% per shipment. 

March 2005 – July 2010 

Consultant 

 Provided international consultant services specializing in Aviation and 

Marketing Technology. Provided services to tour operators, travel 

agencies, hedge funds and corporate investors. 

2000 – 2005 Pace Airlines, Inc. Winston Salem, NC

President & CEO Member Board of Directors 

 Increased fleet from four B737’s to seventeen B737’s & four B757’s. 

 Established and implemented plan to focus the company on its guiding 

principals and corporate objectives to achieve operational efficiency and 

profitability. 

 Obtained International authority for North Atlantic, Artic Ocean, Pacific 

Ocean, Near East, Caribbean, Mexico, South America and Europe / 

Mediterranean Sea including Russia. Received FAA approval for RVSM 

and MNPS and Area of Magnetic Unreliability. 

 Received FAA approved Operation Specifications for out of the box 

ETOPS 180 mins. 

 Completed over 10,000 charters to twenty-five different countries in 2004 

while carrying over 750,000 passengers with a dispatch reliability of 

99.6%. 

 Operated contracts with fifteen (15) professional sports teams for 

transporting their teams. (NBA, NHL and MLB). 

 Operated contracts with over forty (40) collegiate sports teams for 

transporting their teams. 

 Operated six large jet aircraft under contract to Vacation Express from six 

United States cities to Cancun and several Caribbean destinations. 

 Operated a B757 under contract with Travel Span between New York and 

Trinidad. 

 Operated six large jet aircraft under contract to Hooters Air. 

 Purchased and implemented new financial (Great Plains) and dispatch 

systems. 

 Established in-house FAA approved pilot & flight attendant training 

programs for the B737 & B757 aircraft. 

 Developed heavy maintenance capabilities for both B737 & B757 up 

through major structural checks. 

 Past member of Presidents Council for the Regional Airline Association & 

past member of Board of Directors for the National Air Carrier Association. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 161 (Exhibits)
Pace Airlines was owned by Piedmont Hawthorne Aviation until near the end 

of 2002. It was sold to the Chairman of Hooter of America. From 2000 – 

2002 Mr. Richardson served as Executive Vice President of PHA and 

President and CEO of Pace. After the sale of Pace, Mr. Richardson 

continued on as President and CEO of Pace until March 2005. 

2000–2002 Piedmont Hawthorne Aviation Winston Salem, NC

Executive Vice President - Chief Operating Officer 

 Recruited to troubleshoot and fix several departments in the Company. 

Responsibilities included a wide range of assignments. 

 Rebuilt the MRO (Maintenance Repair & Overhaul) Division to produce 

record profits. 

 Obtained appointment of the APU Overhaul and Repair Division by 

Honeywell as an authorized service center. 

 Obtained appointment of the APU Overhaul and Repair Division by 

Fokker Aircraft Services as an authorized warranty and support center. 

 Obtained major contracts from Continental and Delta Airlines for APU 

repair and support. 

 Obtained appointment of the Landing Gear Division by BAE as an 

authorized warranty and support center for their regional aircraft. 

 Obtained appointment of the Propeller Shop Division by BAE as an 

authorized warranty and support center for their regional aircraft. 

 Obtained appointment of the Airframe Facility as an authorized service 

center by Embraer and Saab aircraft for the EMB 120, ERJ 135, ERJ 145, 

S340 and S2000 aircraft. 

 Negotiated with underwriters in New York, Atlanta, Paris, London and 

Zurich to reduce annual insurance costs. 

 Grew the Charter Division to record profits. The smaller Part 135 group 

grew to thirty-five (35) aircraft while the Part 121 group (Pace Airlines) 

grew to twenty-one (21) large B737 and B757 aircraft. 

 Member of the negotiation team for the purchase of Associated Air Center 

located in Dallas and then serviced on the Board of Directors. AAC was a 

Boeing BBJ interior completion center. 

 PHA grew to the second largest FBO in the world with thirty-six (36) 

locations. 

1995–2000 Mesaba Airlines (NW Airlink) Minneapolis, MN

Chief Operating Officer 

 As COO and member of the executive team, lead a financial turn around 

that increased the market cap from $90 million to over $600 million. 

 Lead major fleet renewal program that increased fleet size from 53 aircraft 

to 110 aircraft in 3 years. Fleet operated consisted of seventy-four (74) 

Saab 340A & B aircraft and thirty-six (36) RJ85 aircraft. 

 Regional Airline of the Year for 1998. 

 Recruited and staffed airline with new operations management team. 

 Created new consolidated training academy. 

 Annual profits soared from $2M to over $30M. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 162 (Exhibits)
1993–1995 Phoenix Airlines Services Atlanta, GA

Senior Vice President 

 Managed operations of three different airlines Express I in Memphis, 

Express II in Minneapolis and Chicago Express in Chicago. Express I & 

II operated for Northwest Airlines and Chicago Express was an 

independent. All three were scheduled Part 121 airlines. 

 Lead company through several major FAA inspections. 

 Completed merger of Express I and II. 

 Fleet operated was the Saab 340 and J31 aircraft. 

1991–1993 United Aerodynamics Corp Denver, CO

President & CEO 

 Established maintenance support center for the Embraer EMB 120 and 

CASA C212 aircraft. 

 Established a marketing division covering twelve countries specializing in 

support for South America and all of the Caribbean. 

 Developed top line customer support program. 

1987–1991 Continental Airlines (Express) Houston, TX

Sr. Director Technical Operations 

 Completed merger of Britt Airlines, Bar Harbor and Rock Mountain into 

one airline forming Continental Express. 

 Standardized all technical operations into one common culture. 

 Active in aircraft renewal program adding two new types of aircraft. 

 Fleet operated was EMB 120, ATR 42, DHC 6, DHC 7, Beech 1900 and 

Beech 99 aircraft. 

 Served as Chairman of the Maintenance Review Board (MRB) for DHC 7 

aircraft. 

 Served as Chairman of the airline Operators Conference for DHC 7 

aircraft. 

1984–1987 Piedmont Airlines Salisbury, MD.

Vice President Maintenance & Engineering 

 Completed fleet renewal program adding Dash 8 aircraft. 

 Served as MRB member for Dash 8 program. 

 Served as MRB Chairman for Dash 7 program. 

 Lead company through FAA Part 121 certification. 

 Fleet operated was the DHC 8, DHC 7, S330 and B99 aircraft. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 163 (Exhibits)
1981–1984 Air Florida Miami, FL.

Director Engineering 

 Established new engineering department consisting of Avionics, Systems, 

Structures and Power Plant. 

 Completed aircraft renewal program placing two new fleet types into 

service. 

 Fleet operated was the B737, B727, DC9 and DC10 aircraft. 

1968–1981 Piedmont Airlines Winston-Salem, NC.

Various Positions in Technical Operations 

 Lead fleet standardization program for avionics for B737 fleet. 

 Member of fleet renewal team that lead the B737 program to the largest 

fleet in the world. 

 Developed avionics engineering program to support all of technical 

operations. 

 Fleet operated was the B727, B737, YS11A, FH 227 and M404. 

Licenses Certifications 

 Federal Aviation Administration - A & P (Airframe & Power Plant). 

 Federal Communication Commission – Radio Telephone. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 164 (Exhibits)
Exhibit G

Personnel Organizational Chart 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 165 (Exhibits)
VPAA Co.

“Gulfstream International Airlines”

Organization Chart

David Hackett

President/CEO

Craig Attell

VP of Safety

Wayne Modny

VP Quality Assurance

CFO - Vacant

Yudesh Gosine

IT Management

Leo Krupilis

Sr. VP Maintenance

Timothy Murphy

Director of 

Maintenance

Leon Knight

VP of Quality 

Control

Phil Lefevre

VP Flight 

Operations/DOO

Christopher Easton

Chief Pilot

Joel Cortez

Director of 

Customer Service

Gulfstream 

Training 

Academy

Legal - Vacant

Mickey Bowman

VP Corporate 

Development

Andy Shin

VP Market 

Planning

Pete 

VP S

FAR Part 119 Key Personnel

Darrell Richardson

Chief Restructuring Officer

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 166 (Exhibits)
VPAA Co. Investment Organization Structure

General Partner

(Jacob Capital LLC, Matthew

Ray, Brendan Carroll)

All U.S. Citizens

Fund II Fund I

VPAA Co.

Board 

(Chairman M

Capital LLC

All U

Controls all invest

decisions of Fund 

Fund II

C#13389

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 167 (Exhibits)
Victory Park Credit Opportunities, L.P. Delaware L.P. (“Fund I”)

Fund I

General Partner – Victory Park GP LLC

Delaware LLC

Jacob Capital LLC

Brendan Carroll

Matthew Ray

(All U.S. Citizens)

Limited Partn

Control over all

investment

decisions of Fund I

No control o

investmen

decisions of F

Note: All investors are U.S. citizens.

DC#13389

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 168 (Exhibits)
 

Victory Park Credit Opportunities Fund, L.P. Investors

Investor ID Citizenship

Investor 1 United States

Investor 2 United States

Investor 3 United States

Investor 4 United States

Investor 5 United States

Investor 6 United States

Investor 7 United States

Investor 8 United States

Investor 9 United States

Investor 10 United States

Investor 11 United States

Investor 12 United States

Investor 13 United States

Investor 14 United States

Investor 15 United States

Investor 16 United States

Investor 17 United States

Investor 18 United States

Investor 19 United States

Investor 20 United States

Investor 21 United States

Investor 22 United States

Investor 23 United States

Investor 24 United States

Investor 25 United States

Investor 26 United States

Investor 27 United States

Investor 28 United States

Investor 29 United States

Investor 30 United States

Investor 31 United States

Investor 32 United States

Investor 33 United States

Investor 34 United States

Investor 35 United States

Investor 36 United States

Investor 37 United States

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 169 (Exhibits)
VPC Fund II, L.P. Delaware L.P. (“Fund II”)

Fund II

General Partner – Victory Park GP II, LLC

Delaware LLC

Jacob Capital LLC

Brendan Carroll

Matthew Ray

(All U.S. Citizens)

Limited Pa

Control over all

investment

decisions of Fund I

No control 

investme

decisions of 

Note: All investors are U.S. citizens.

DC#13389

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 170 (Exhibits)
VPC Fund II, L.P.

(Fund II) 

Investors 

Submitted Confidentially 

(Confidential Treatment Requested Under §302.12) 

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 171 (Exhibits)
Exhibit H

Resumes of Key Personnel 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 172 (Exhibits)
Philip S. Le Fevre 

3175 NE 184 St, #3301 

Aventura, FL 33160 

(305) 495-1982 plefev@gulfstreamair.com 

Objective

FAA Certificates and Ratings 

Airline Transport Pilot License, Airplane Multi Engine Land, 

Commercial Privileges Airplane Single Engine Land 

BE-1900 Type Rating, EMB-120 Type Rating 

First Class Medical with First Class Privileges 

United States Passport 

Restricted Radiotelephone Operator Permit 

English Proficient 

Education 

Flight Safety Academy, Vero Beach FL. (Private, Commercial, Multiengine and Instrument) 

Course completed 08/92. 

International School of Kenya, High School Diploma, May 1991 

Flight Times (estimated) 

Total: 8000 Hours 

PIC: 6650 Hours Instrument Actual: 900 Hours 

PIC Part 121: 6300 Hours Turbine: 6926 Hours 

SIC: 1260 Hours Night: 1726 Hours 

Single Engine: 177 Hours Cross Country: 7114Hours 

Multi Engine: 7823 Hours 

Work Experience 

Gulfstream International Airlines 

01/1996 – present Gulfstream International Airlines, Ft. Lauderdale, Florida. VP of 

Flight Operations/Director of Operations, VP of Training and 

Flight Standards, FAA Aircrew Program Designee (BE-1900 and 

EMB-120), Proficiency Check Airman (BE-1900 and EMB-120), 

Line Check Airman (BE-1900 and EMB-120), Ground, 

Simulator, Flight Instructor, Pilot in Command, Part 121 

scheduled passenger operations based in Florida, Pennsylvania, 

Ohio and New York. 

Flight International 

08/92-08/93 Flight International, Newport News Virginia. First Officer, Pilot 

in Command, Second in Command MU-2 J/K/L. Part 135 

Unscheduled Passenger Charter operator, U.S Department of 

Defense contracts.

Gulfstream International Airlines 

 05/92-08/92 Gulfstream International Airlines, Miami, Florida. Second in command 

CE-402 B/C. Part 135 scheduled passenger operations Florida, 

Bahamas, and Haiti 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 173 (Exhibits)
References 

Available upon request

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 174 (Exhibits)
Timothy S. Murphy 

1301 SW 21LN 

Boca Raton, FL 33486 

Phone: 561-866-8175 

murfap@aol.com

__________________________________________________________________________

CAREER OBJECTIVE

Employment where I can utilize and expand my managerial and technical skills in the field of 

aerospace mechanics. 

EXPERIENCE 

DIRECTOR OF MAINTENANCE

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION 

Fort Lauderdale, FL 12/2010- Present 

• Supervise Maintenance Manager, Maintenance Planner, Engine Manager and Supervisors

• Responsible for the continuous maintenance and constant airworthiness of the GIA fleet. 

Implement programs necessary to ensure the above requirements are met and that those 

regulatory and GIA requirements are satisfied. Responsible for the establishment and 

implementation of all maintenance policies and procedures for GIA as they apply to all regions 

of the airline. Also responsible for monitoring compliance with these policies and procedures 

as well as taking that action necessary to correct any discrepancies noted in compliance with 

them.

• Recommends changes to maintenance policies and prcedures to the DQC.

• Responsible to GIA and the work force I manage and maintain the facility, ground equipment 

and all other GIA resources in a safe condition.

• Review and recommend Short Term Escalation requests

• Maintain Maintenance Planning Policies and Procedures, Maintenance Control Policies and 

Procedures, Facility Safety Polices and Procedures and Assignment of outstation maintenance

• Responsible for evaluating and authorizing special flight permits.

PRODUCTION MANAGER

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION 

Fort Lauderdale, FL 03/2010-12/2010 

• Report to the Director of Maintenance for efficient and economical performance of all 

assigned maintenance personnel. Notify DOM and appropriate personnel of any discrepancy, 

condition or irregularity that affects the airworthiness of the GIA fleet and assume the DOM 

authorities and responsibilities during his absence. 

• Manage all aircraft maintenance activities/functions and to ensure all maintenance is 

performed IAW GIA and regulatory requirements and to ensure discipline, efficient utilization 

of assigned personnel, quantity and quality of production. Coordinate with Planning and 

Quality Control as necessary. 

• Responsible for condition of facility, shops and serviceability of maintenance support 

equipment. 

• Establish work schedules adequately to meet the required production schedule and ensure 

safety and well being of work force. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 175 (Exhibits)
• Assume responsibilities affectively recommending the hiring and firing of employees, 

promotions and disciplining assigned personnel. 

SENIOR TECHNICIAN:

GENERAL DYNAMICS AVIATION SERVICES

Westfield, MA 08/2009 – 03/2010 

• Perform routine scheduled maintenance and inspections. 

1. G200, G150, Astra, Falcon 900 & 2000, Gulfstream IV, V, 450 & 550 

• Perform duties of Mechanical Team Lead when asked. 

• Train Tech 1 & 2 level mechanics 

• Travel when requested for AOG aircraft. 

MAINTENANCE MANAGER:

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION 

West Palm Beach, FL 07/2006 – 08/2009 

• Oversee daily operation of PBI Line Station. 

1. Manage 8 to 15 mechanics 

 2. Manual revisions (books and computers). 

 3. Maintain parts room, restocking and shelf life. 

• Responsible for Navy contract operation. 

• Airworthiness Release and Parts Receiving/RII Inspector 

• Conduct training on aircraft and aircraft systems (Beech 1900, EMB 120). 

• Travel when requested for AOG aircraft. 

• Engine run/taxi qualified on multiple aircraft (Beech 1900, EMB 120). 

• Company representative for outsourced inspections: 

1. Approve initial inspection squawks. 

2. Perform Inspector duties. 

3. Teach company Indoctrination class. 

 

MAINTENANCE PRODUCTION SUPERVISOR (DAY & NIGHT SHIFT): 

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION

Fort Lauderdale, FL 08/2003 – 07 /2006 

• Supervise maintenance staff (20 to 30 mechanics) and assign daily/nightly work scope. 

• Perform duties of Maintenance Control/Planning. 

• Coordinate with dispatch for aircraft maintenance ready times. 

• Travel when requested for AOG aircraft and perform inspector duties. 

• Engine run/taxi qualified on multiple aircraft (Beech 1900, EMB 120). 

LEAD MECHANIC: 

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION

Fort Lauderdale, FL 09/2001 – 08 /2003 

• Oversee crew (5 to 8 mechanics) on nightly heavy inspections. 

• Perform various nightly inspections unsupervised. 

• Sheet metal repairs. 

• Provide training to mechanics on routine and non-routine maintenance.

• Travel when requested for AOG aircraft and perform inspector duties.

• Engine run/taxi qualified on multiple aircraft (Beech 1900, Dash 6 and 7).

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 176 (Exhibits)
MECHANIC:

GULFSTREAM INTERNATIONAL AIRLINES / CONTINENTAL CONNECTION

Fort Lauderdale, FL 03/1999 – 09 /2001 

• Perform aircraft maintenance as instructed by Supervisor and Lead Mechanic. 

• Work with a team or alone performing various inspections, routine/non-routine maintenance. 

• Sheet metal repairs. 

• Engine run/taxi qualified on multiple aircraft (Beech 1900, Dash 7) 

• Travel when requested for AOG aircraft. 

 

EDUCATION

 

 

• Aviation Institute of BCC 

FAA Airframe & Powerplant License 1999 

• Boca Raton Community High School 

High School Diploma 1993 

• Pratt & Whitney Heavy Maintenance PT6-60 Series Engines Certificate 

• EMB-120 Familiarization Course. 

• Beechcraft 1900 B/C/D Familiarization Class 

• Flight Safety G200 Maintenance Initial 

References available upon request 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 177 (Exhibits)
Christopher J. Eason 

4705 SW Thirty Fourth Terrace 

Fort Lauderdale, FL 33312 

Mobile: 954 817-0134 

CERTIFICATES 

AND RATINGS:

 

 

 

FLIGHT TIME: TOTAL 13,400 

PIC 11,500

PIC Turbine 10,300

SIC Turbine 1,200

Turbine > 12,500 lbs. 11,500

 

WORK EXPERIENCE: 

1992 to Present Gulfstream International Airlines d/b/a Continental Connection 

Ft Lauderdale, FL 

System Chief Pilot and Director of Line Flying, Line Checkairman, Pilot-inCommand, Second-in-Command, BE1900D, E120, FAR Part 121 operations in 

Florida, Cleveland, and Bahamas 

 

EDUCATION: 

1979 to 1983 Florida Institute of Technology, Melbourne, FL

 

 Bachelor of Science Degree, Aviation Management 

 Associate of Science Degree, Flight Technology 

 

 

Airline Transport Pilot BE-1900, EMB-120 

Commercial Privileges: Airplane Single Engine Land

FCC Restricted Radiotelephone Operator Permit 

FAA First Class Medical Certificate: Issued with no limitations 

1990 to 1992 Pan Am Express, Fort Myers, FL

Customer Service Manager, Supervisor of ground operations at regional 

southwest airport. 

1982 to 1987 Peoples Express/Continental Airlines, Newark, NJ

Lead aircraft Dispatcher. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 178 (Exhibits)
Leon Knight 

9711 N. W. 20th Pl 

Sunrise Fl, 33322 

Home 954-742-7642 

Cell 954-600-0129 

pryaardie@comcast.net

Objective _____________________________________________________________

To obtain a position that would allow me to utilize my education and experience to help 

move the company forward, by achieving set goals and solving diverse and unique 

challenges that are present in the industry at this time. 

 

 

Qualification Highlights___________________________________________________

• Certificated A & P 

• 4 years at Embry Riddle Aeronautical University ( AMM degree ). 

• 22 years in the aviation industry. 

• Skilled electrical troubleshooter 

• Pratt & Whitney PT6 heavy maintenance training 

Employment History______________________________________________________

Gulfstream International Airlines Inc. Ft. Lauderdale Fl 

Director of Quality Control Sept 2008 - Present 

Ensures that maintenance, preventive maintenance, repairs, alterations, and overhaul of 

company aircrafts and their components are performed within the guidelines and 

operating times of current FAA Regulations, Operating Specifications, Company 

Manuals, AD Programs, and all Manufacturers Manuals. I also ensure that all GIA 

maintenance manuals are in a constant state of compliance and that they interface 

properly with each department. I m also responsible for the following; the entire Records 

Department, the Training Department and all training program and files, Training of 

Inspectors and RII’S, Parts Receiving Inspectors, the AD Control program, and the 

Regulatory reports. I am also the company liaison for the FAA.

Gulfstream International Airlines Inc. Ft. Lauderdale Fl 

Director of Maintenance Feb 2002 – Sept 2008 

Oversaw employment and termination of maintenance employees. Verified schedules 

and payroll information for maintenance department. In charge of Production Manager, 

Supervisors, Mechanics, parts acquisition, scheduled aircraft maintenance and all line 

outstations. Involved in training of maintenance personnel and auditing of training 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 179 (Exhibits)
records. Received and documented engine status. In charge of maintenance facility and 

audits. 

Gulfstream International Airlines Inc. Ft. Lauderdale Fl 

Production Manager Mar. 2001- Feb 2002 

Assisted Director of Maintenance with all aspects of his job. Scheduling, payroll, 

vacations, training and supervision of mechanics. Distributed work scope to maintenance 

supervisors. 

Gulfstream International Airlines Inc. Ft. Lauderdale Fl 

Supervisor Sept 1999- Mar 2001 

Assigned mechanics on the floor their daily task. Coordinated with Mx control to get 

aircrafts released in order to meet flight schedule. Work structural aircraft in the hangar. 

Trained mechanics as to how to do the job as assigned. In charge of hangar clean up. 

Paradise Island Airlines Ft. Lauderdale Fl 

Inspector Jan 1998- Sept 1999 

Verified that the paperwork, and the work accomplished on the aircrafts, was complied 

with according to safety standards of both the company and the FAA. 

Paradise Island Airlines Ft. Lauderdale Fl 

Mechanic Dec 1996- Sept 1999 

Performed all work related to the maintenance on the DHC-7 aircraft assigned to me. 

That was from a line check to structural inspections as well as prop and engine changes. 

References available upon request. 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 180 (Exhibits)
Craig P. Attell

5521 Lakeside Dr Apt 103

Margate FL 33063

(954) 494-3541 email: craig900@gmail.com

CERTIFICATES Airline Transport Pilot: Airplane Multiengine Land, BE-1900

AND RATINGS: EMB-120, LR-JET

Commercial Privileges: Airplane Single Engine Land

 FCC Restricted Radiotelephone Operator Permit

 FAA First Class Medical Certificate: Issued with no limitations

FLIGHT TIME: TOTAL 12,861

PIC 11,865 Turbine > 12,500 lbs. 9,778 Night 3,933

PIC Turbine 8,891 MTOW > 20,000 lbs. 1,436 Cross Country 9,834

SIC Turbine 776 Multiengine Land 10,575 Tail Wheel 1,321

Instructor 2,286 Actual Instrument 2,091 Last 6 Months 178

Turbofan/Jet and Turboprop Experience

PIC Turbofan 613 Total PIC Turbofan/Jet 813

PIC Turbojet 161 Total SIC Turbofan/Jet 39

SIC Turbofan 25 PIC Turboprop 8116

SIC Turbojet 14 SIC Turboprop 736

 

WORK EXPERIENCE:

10/08 to Present Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL

VP-Director of Safety, FAR 119.65 Director of Safety

10/06 to 10/08 Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL

Aircrew Program Designee, Proficiency Check Airman, Line Check Airman, Flight and 

Ground Instructor, Pilot-in-Command, Second-in-Command, BE-1900D

06/06 to 10/08 Ventura Air Services, Farmingdale, NY

FAR Part 135

Pilot LR-25/35/55

04/06 to 06/06 NetJets, Columbus, OH

FAR Part 91K, 135

06/96 to 04/06 Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL

Aircrew Program Designee, Proficiency Check Airman, Line Check Airman, Flight and 

Ground Instructor, Pilot-in-Command, Second-in-Command, BE-1900 B/C/D, Second-inCommand SD-360, Pilot-in-Command EMB-120. Part 121 Scheduled passenger 

operations in Florida and the Bahamas.

EDUCATION:

Bachelor of Business Administration, in Accounting, August 1984

Hofstra University, Hempstead, NY, 11549-1000 (1-516-463-6600) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 181 (Exhibits)
Exhibit I

Fleet Description 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 182 (Exhibits)
Serial Number Registration Number Pax/Combi Model Year Eng #1 GG SN Eng #1 PS SN Eng #2 GG SN Eng #2 

 UE-137 N81533 combi 1995 PCE-PS0029 PS-PS0005 PCE-PS0015 PS- UE-147 N81535 combi 1995 PCE PS0130 PS-114400 PCE-114228 PS- UE-152 N81536 pax 1995 PCE114096 PS-PS0004 PCE-114411 PS- UE-158 N38537 combi 1995 PCE-PS0122 PS-114383 PCE-114246 PS- UE-168 N82539 combi 1995 PCE-0005 PS-PS0041 PCE-114399 PS- UE-172 N16540 pax 1995 PCE-114378 PS-PS0130 PCE-PS0023 PS- UE-181 N49543 pax 1995 PCE-114341 PS114010 PCE-PS0248 PS- UE-185 N53545 pax 1995 PCE-114405 PS-PS0015 PCE-114475 PS- UE-187 N81546 combi 1995 PCE-PS0041 PS-114432 PCE-PS0070 PS- UE-189 N69547 pax 1995 PCE-PS0043 PS-114422 PCE-PS0179 PS- UE-194 N69549 pax 1995 PCE-114455 PS-114319 PCE-PS0139 PS- UE-198 N47542 combi 1995 PCE-PS0004 PS-PS0023 PCE-PS0333 PS- UE-199 N81538 pax 1996 PCE-114474 PS-PS0179 PCE-114408 PS- UE-203 N17541 pax 1996 PCE-PS0044 PS-PS0333 PCE-114422 PS-

 UE-205 N87550 pax 1996 

 PCE-PS0162 

off wing 

 PS-PS0162 

off wing 

 PCE-114436 

off wing 

 PS-1

 UE-206 N87551 pax 1996 PCE-PS0138 PS-PS0070 PCE-114413 PS- UE-216 N87552 combi 1996 PCE-PS0195 PS-114455 PCE-114407 PS-

 UE-227 N87554 pax 1996 

 PCE-PS0016 

off wing** 

 PS-PS0122 

off wing** PCE-114366 PS-

 UE-234 N87555 combi 1996 PCE-114148 PS-PS0139 PCE-114331 PS- UE-239 N81556 pax 1996 PCE-114161 PS-PS0043 PCE-114446 PS- UE-246 N87557 pax 1996 PCE-PS0180 PS-114161 PCE-PS0121 PS

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 183 (Exhibits)
Exhibit J

Affidavit of Safety Compliance 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 184 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 185 (Exhibits)
Exhibit K

Forecast Balance Sheet and Forecast Income Sheet 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 186 (Exhibits)
New GIA Pre-Operating Costs

[DRAFT as of March 2011]

Pre-Operating Costs

Total

Gross Aircraft Purchase Price $ 18,700,000

Less: Aircraft Purchase Price Credits (882,000)

Repayment of VPC DIP Loan 3,150,000

Payment to Shelter Island Opportunity Fund 1,825,000

Payment to Unsecured Creditors Committee 600,000

Payment of Professional Fees 250,000

Total $ 23,643,000

Funds currently in Escrow for Aircraft Purchase Price $ 18,700,000

Remaining Pre-Operating Funds Required $ 4,943,000

Note: The information contained herein is in draft form and subject to further review and 

change. There are a number of estimates and assumptions underlying the information 

contained herein that are inherently subject to significant legal, economic, competitive and 

operational uncertainties and contingencies beyond our control. There can be no 

assurance that actual results will not vary materially from the projected results presented 

herein. We make no representation or warranty, expressed or implied, as to the accuracy 

or completeness of the information contained herein, and nothing contained herein is, or 

shall be relied upon as, a promise or representation, whether as to the past or the future. 

We expressly disclaim any and all liability for the contents of, or omissions from, the 

information contained herein.

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 187 (Exhibits)
New GIA Year 1 Financials (Part 121 Scheduled Airline Operations)

[DRAFT as of March 2011]

Year 1 Projected Income Statement

Q1'11 Q2'11 Q3'11 Q4'11 FY'11

Operating Revenue

Passenger revenue $ 11,588,961 $ 11,396,105 $ 10,019,897 $ 10,044,978 $ 43,049,941

EAS revenue 1,888,513 4,066,749 5,166,358 5,166,358 16,287,978

Other operating revenues 592,790 613,336 471,180 462,913 2,140,218

Total Revenue $ 14,070,264 $ 16,076,189 $ 15,657,435 $ 15,674,250 $ 61,478,137

Operating Expenses

Fuel & into-plane $ 2,996,333 $ 3,081,428 $ 3,282,941 $ 3,250,289 $ 12,610,991

Flight operations 1,733,795 1,693,187 1,804,083 1,775,909 7,006,974

Maintenance 4,105,203 3,763,391 3,890,518 3,872,387 15,631,499

Passenger service 3,314,697 2,955,641 2,997,253 2,980,087 12,247,678

Promotion & sales 734,529 784,888 757,729 752,494 3,029,639

General & administrative 629,259 553,459 555,147 554,260 2,292,126

Total Operating Expenses $ 13,513,816 $ 12,831,995 $ 13,287,671 $ 13,185,426 $ 52,818,907

% of revenue 96.0% 79.8% 84.9% 84.1% 85.9%

EBITDA $ 556,447 $ 3,244,194 $ 2,369,764 $ 2,488,824 $ 8,659,230

% Margin 4.0% 20.2% 15.1% 15.9% 14.1%

Less: Depreciation & amortization (non-cash) 555,817 711,650 711,650 711,650 2,690,768

Operating Income $ 2,532,544 630 $ $ 1,658,114 $ 1,777,174 $ 5,968,462

% Margin 0.0% 15.8% 10.6% 11.3% 9.7%

Year 1 Projected Balance Sheet

Q1'11 Q2'11 Q3'11 Q4'11 FY'11

ASSETS:

Cash and cash equivalents $ 942,624 $ 4,575,971 $ 6,657,664 $ 8,775,170 $ 8,775,170

Accounts receivable 2,813,964 3,219,042 2,662,801 3,311,476 3,311,476

Expendable parts and fuel 848,071 826,265 578,164 729,591 729,591

Prepaid expenses 930,533 906,607 634,382 800,533 800,533

Total Current Assets $ 5,535,192 $ 9,527,885 $ 10,533,011 $ 13,616,769 $ 13,616,769

Total Property and Equipment 21,077,183 21,078,033 21,078,882 20,924,232 20,924,232 

Intangible assets 11,778,677 11,778,677 11,778,677 11,778,677 11,778,677

Other assets 1,185,000 1,185,000 1,185,000 1,185,000 1,185,000

Total Assets $ 39,576,052 $ 43,569,595 $ 44,575,571 $ 47,504,678 $ 47,504,678

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable and accrued expenses $ 8,263,671 $ 9,173,626 $ 8,680,491 $ 9,117,872 $ 9,117,872

Engine return liability 987,934 962,531 673,514 849,914 849,914

Air traffic liability 730,036 711,265 497,695 628,046 628,046

Deferred tuition revenue 581,327 541,773 350,439 418,268 418,268

Total Current Liabilities $ 10,562,967 $ 11,389,195 $ 10,202,139 $ 11,014,101 $ 11,014,101

VPC Capital / Stockholders Equity 29,013,085 32,180,400 34,373,432 36,490,577 36,490,577 

Total Liabilities & Stockholders' Equity $ 39,576,052 $ 43,569,595 $ 44,575,571 $ 47,504,678 $ 47,504,678

Note: The information contained herein is in draft form and subject to further review and change. There are a number of estimates and 

assumptions underlying the information contained herein that are inherently subject to significant legal, economic, competitive and operational 

uncertainties and contingencies beyond our control. There can be no assurance that actual results will not vary materially from the projected 

results presented herein. We make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information 

contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. 

We expressly disclaim any and all liability for the contents of, or omissions from, the information contained herein.

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 188 (Exhibits)
Gulfstream Int'l Airlines, Inc. Income Statement

February-11 Year-to-Date

Fav ( Unfav) Variance Fav ( Unfav) Variance

Feb-11 Feb-10 $ % Feb-11 Feb-10 $ %

Operating Revenue

Passenger revenue $ 4,512,385 4,036,412 $ $ (475,973) -10.5% 8,010,528 $ $ 8,935,893 $ (925,365) -10.4%

EAS revenue 630,158 660,796 30,638 4.9% 1,359,418 1,334,848 24,570 $ 1.8%

Charter 184,854 155,432 29,422 18.9% 362,213 327,891 34,322 10.5%

Cuba charter 947,584 1,225,880 278,296 29.4% 2,862,259 2,440,520 421,739 17.3%

Other operating revenues 187,924 188,376 (452) -0.2% 448,630 418,716 29,914 7.1%

Total Revenue 6,295,866 6,433,935 (138,069) -2.1% 13,043,048 13,457,868 (414,820) -3.1%

Operating Expenses

Fuel & into-plane 1,166,608 1,225,013 58,405 4.8% 2,412,759 2,519,917 107,158 4.3%

Aircraft rent 559,000 475,000 (84,000) -17.7% 1,076,000 950,000 (126,000) -13.3%

Flight operations 796,265 762,404 33,861 4.3% 1,513,924 1,687,564 173,640 10.3%

Wet-lease Cuba 471,000 386,198 (84,802) -22.0% 1,035,500 1,021,733 (13,767) -1.3%

Maintenance 1,070,761 1,574,185 503,425 32.0% 2,145,325 3,216,318 1,070,993 33.3%

Passenger service 1,180,843 1,341,099 160,256 11.9% 2,521,289 2,792,324 271,036 9.7%

Passenger service - Cuba 540,422 389,864 (150,557) -38.6% 1,298,740 925,116 (373,623) -40.4%

Promotion & sales 321,969 340,382 18,413 5.4% 695,305 758,643 63,338 8.3%

General & administrative 202,080 323,667 121,586 37.6% 465,382 627,697 162,316 25.9%

Depreciation & amortization 77,072 98,219 21,147 21.5% 154,741 196,806 42,064 21.4%

(Gain) loss on asset sales - (16,556) (16,556) - (16,556) (16,556)

Total Operating Expenses 6,352,159 6,933,336 581,176 8.4% 13,318,964 14,679,562 1,360,598 9.3%

Income (loss) from operations (56,293) (499,401) 443,108 (275,916) (1,221,694) 945,778

Interest and other (3,588) (14,070) 10,482 (26,078) (28,218) 2,140

Income (loss) before taxes (59,881) (513,471) 453,590 (301,994) (1,249,912) 947,918

Income tax provision - - - - - - 

Net income (loss) $ (59,881) $ (513,471) 453,590 (301,994) (1,249,912) 947,918

EBITDA $ 20,779 $ (417,738) $ 447,699 $ (121,175) $ (1,041,444) $ 971,286

Operating Statistics:

Total Flight Hours 2,259 3,115 -27.5% (856) 4,825 6,513 (1,688) -25.9%

Scheduled Flight Hours 2,120 3,146 (1,026) -32.6% 4,540 6,546 (2,006) -30.6%

Scheduled Block Hours 2,706 3,961 (1,255) -31.7% 5,829 8,250 (2,421) -29.3%

Ratio Flt Hrs to Bk Hrs 0.784 0.794 (0.011) -1.4% 0.779 0.793 (0.015) -1.8%

ASM's 9,891,229 13,118,455 (3,227,226) -24.6% 20,941,724 27,280,447 (6,338,723) -23.2%

RPM's 5,511,635 6,801,503 (1,289,868) -19.0% 10,966,003 13,532,389 (2,566,386) -19.0%

Load Factor 55.7% 51.8% 3.9% 7.5% 52.4% 49.6% 2.8% 5.6%

Enplaned Passengers 25,622 31,009 (5,387) -17.4% 51,398 62,898 (11,500) -18.3%

Departures 2,645 3,371 -21.5% (726) 5,639 7,065 (1,426) -20.2%

Fuel Cost Current 1,104,062 1,157,430 53,368 4.6% 2,281,912 2,430,328 148,416 6.1%

Fuel Gallons Current 376,985 499,502 (122,517) -24.5% 804,974 1,035,870 (230,896) -22.3%

Fuel Price (incl taxes) $2.93 $2.32 ($0.61) -26.4% $2.83 $2.35 -$0.49 -20.8%

Miles Flown in Schd Service 520,591 690,445 (169,854) -24.6% 1,102,196 1,435,813 (333,617) -23.2%

Average Stage Length 197 205 -3.9% (8) 195 203 -3.8% (8)

Average Miles / Pax 215 219 -1.9% (4) 213 215 -0.8% (2)

Average Fare $ 145.52 157.54 12.02 $ 8.3% 155.85 $ $ 142.07 $ 13.78 9.7%

Yield per RPM 73.2 ¢ 66.3 ¢ 6.9 ¢ 10.4% 73.0 ¢ 66.0 ¢ 7.0 ¢ 10.6%

Pax Rev / ASM 40.8 ¢ 34.4 ¢ 6.4 ¢ 18.6% 38.3 ¢ 32.8 ¢ 5.5 ¢ 16.8%

Total Rev / ASM 63.7 ¢ 49.0 ¢ 14.6 ¢ 29.8% 62.3 ¢ 49.3 ¢ 13.0 ¢ 26.3%

Operating Cost / ASM 54.0 ¢ 46.9 ¢ -7.1 ¢ -15.0% 52.5 ¢ 46.7 ¢ -5.8 ¢ -12.4%

Fuel / ASM 11.8 ¢ 9.3 ¢ -2.5 ¢ -26.3% 11.5 ¢ 9.2 ¢ -2.3 ¢ -24.7%

Operating Cost / ASM (excl fuel) 42.2 ¢ 37.6 ¢ -4.6 ¢ -12.2% 40.9 ¢ 37.4 ¢ -3.5 ¢ -9.3%

Flight Operations / ASM 7.7 ¢ 6.1 ¢ -1.6 ¢ -27.0% 7.2 ¢ 6.2 ¢ -1.0 ¢ -16.9%

Maintenance / ASM 10.8 ¢ 12.0 ¢ 1.2 ¢ 9.8% 10.2 ¢ 11.8 ¢ 1.5 ¢ 13.1%

Passenger Service / ASM 11.9 ¢ 10.2 ¢ -1.7 ¢ -16.8% 12.0 ¢ 10.2 ¢ -1.8 ¢ -17.6%

Reservations & Sales / ASM 3.3 ¢ 2.6 ¢ -0.7 ¢ -25.5% 3.3 ¢ 2.8 ¢ -0.5 ¢ -19.4%

General & Administrative / ASM 2.0 ¢ 2.5 ¢ 0.4 ¢ 17.2% 2.2 ¢ 2.3 ¢ 0.1 ¢ 3.4%

A/C Rent, Deprec & Amort / ASM 0.8 ¢ 0.7 ¢ 0.0 ¢ -4.1% 0.7 ¢ 0.7 ¢ 0.0 ¢ -2.4%

Flight Ops / Block Hour $ 281.76 $ 201.03 $ (80.72) -40.2% $ 259.73 $ 204.55 $ (55.17) -27.0%

Maintenance / Block Hour $ 397.43 395.71 $ 1.72 $ 0.4% 368.05 $ $ 389.86 $ 21.81 5.6%

Passenger Service / Departure $ 446.44 $ 397.83 $ (48.61) -12.2% $ 447.12 $ 395.23 $ (51.88) -13.1%

Passenger Service / Pax $ 46.09 $ 43.25 $ (2.84) -6.6% $ 49.05 $ 44.39 $ -10.5% (4.66)

Promotion & sales / Pax $ 12.57 $ 10.98 $ (1.59) -14.5% $ 13.53 $ 12.06 $ -12.2% (1.47)

Maintenance / Flight Hour $ 500.31 505.05 $ $ (4.74) -0.9% $ 472.52 $ 491.33 $ 3.8% 18.81

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 189 (Exhibits)
February December

Assets 2011 2010

Current Assets:

Cash & Cash Equivalents $ 1,673,609 $ 2,263,292

Accounts Receivable 3,863,654 2,913,636

Inventory - Expendable Parts 979,600 909,242

Inventory - Fluids & Other 258,180 129,474

Prepaid Expenses 1,077,015 758,647

Other Current Assets - -

 Total Current Assets 7,852,058 6,974,290

Fixed Assets:

Property & Equipment 5,161,380 5,184,184

Embraer Aircraft - -

Engine / Gear Overhaul - -

 5,161,380 5,184,184

Less accumulated depreciation (3,157,527) (3,117,157)

Total Property and Equipment 2,003,853 2,067,028

Intangible Assets / Goodwill

Intangible Assets 2,536,496 2,579,519

Goodwill - -

Total Intangible Assets / Goodwill 2,536,496 2,579,519

Other Assets:

Deposits 670,035 665,050

Other Assets (7,083,155) (5,899,739)

Total Other Assets (6,413,120) (5,234,688)

Total Assets $ 5,979,286 $ 6,386,148

Liabilities & Shareholders' Equity

Current Liabilities:

Accounts Payable-Trade & Accrued Expenses 11,559,505 11,726,074

Accounts Payable-Restructured, Current Portion 2,368,427 2,368,427

Accrued Fuel 344,000 297,208

Income Tax Payable - -

Unearned Transportation Revenue 928,689 1,019,452

Notes Payable - Current Portion 563,700 563,700

Engine Return Liability, Current Portion 1,225,000 1,225,000

Other Current Liabilities 546,046 448,095

Total Current Liabilities 17,535,368 17,647,956

Long Term Liabilities:

Note Payable-FAA Penalty 373,304 365,582

Accounts Payable-Restructured, Net of Current Portion 54,270 54,270

Engine Return Liability, Net of Current Portion - -

Other Long Term Liabilities

 Total Long Term Liabilities 427,573 419,852

Total Liabilities 17,962,941 18,067,808

Shareholders' Equity:

Common Stock A 26,217 26,217

Additional Paid In Capital 5,775,183 5,775,183

Retained Earnings (Deficit) (17,483,060) (13,490,431)

Profit (loss) for period (301,994) (3,992,629)

Total Shareholders' Equity (11,983,654) (11,681,660)

Total Liabilities & Shareholders' Equity $ 5,979,286 $ 6,386,148

Gulfstream Intl. Airlines, Inc.

Balance Sheet

February 28, 2011 and December 31, 2010

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 190 (Exhibits)
Gulfstream Intl. Airlines, Inc.

Statement of Cash Flows

February, 2011

Cash flows from operating activities: Jan-11 YTD

Net Income/(Loss) (59,881) (301,994)

Adjustment to reconcile net income (loss) to net cash

provided by (used in) operating activites:Depreciation and amortization 17,490 40,370

Deferred income tax provision - -

Amortization of resturcture costs

Changes in current assets and liabilities:

Decrease (increase) in accounts receivable (448,471) (950,019)

Decrease (increase) in inventory - expendable parts (29,168) (70,359)

Decrease (increase) in inventory - fluids and other (69,407) (128,706)

Decrease (increase) in prepaid expenses 37,166 (318,368)

Decrease (increase) in other assets 741,153 1,221,455

Increase (decrease) in accounts payable (33,456) (166,569)

Increase (decrease) in accrued expenses and other liabilities 254,747 61,701

Net cash provided by (used in) operating activities 410,172 (612,488)

Cash flows from investing activities:

Acquisition of property and equipment 8,161 22,805

Net cash provided/(used) by investing activities 8,161 22,805

Cash flows from financing activities:

Payments of long-term debt and obligations - -

Net cash provided/(used) in financing activities - -

Net Increase/(Decrease) in cash and cash equivalents 418,333 (589,683)

Cash and cash equivalents, beginning of period 1,255,276 2,263,292

Cash and cash equivalents, end of period 1,673,609 1,673,609

Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 191 (Exhibits)
Victory Park Capital Advisors, LLC

Statement of Financial Condition

February 28, 2011

Assets

Cash $ 342,721

Accounts Receivable 6,018

Receivables due from Affiliated Parties 6,884,750

Intercompany Receivables 104,724

Prepaid Assets 46,264

Fixed Assets (net of depreciation) 387,031

Other Assets 72,921

Total Assets $ 7,844,429

Liabilities and Members' Capital

Accounts Payable & Accrued Expenses $ 2,786,108

Deferred Revenue 45,879

Total Liabilities 2,831,987

Members' Capital 5,012,442

Total liabilities and members' capital $ 7,844,429

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 192 (Exhibits)
Exhibit L

Financing Verification 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 193 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 194 (Exhibits)
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Victory Park Cap Advisors LLC

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 195 (Exhibits)
Citibank, N.A. 420 000001/R1/04F014/0

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Account

 

VICTORY PARK CREDIT OPPORTUNITIES Statement Period

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Date Description Debits Credits Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 196 (Exhibits)
VICTORY PARK CREDIT OPPORTUNITIES Account Page 2 of 2 000002/R1/04F014/0

MASTER FUND, LTD. Statement Period - Jan. 1 - Jan. 31, 2011

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Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 197 (Exhibits)
Exhibit M

Form OST 4523 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 198 (Exhibits)
AGREEMENT

The undersigned carriers (hereinafter referred to as "the Caniers") hereby agree as follows:

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 accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the

Carrier agrees that, as to all international transportation by the Carrier as defined in the said 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 S75,000 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 S58,000 exclusive of legal fees and costs.

(2) The Carrier shall not, with respect to any claim arising out of the 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 claims brought by, on behalf of, or in respect

of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger."

2. Each Carrier shall, 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

the 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 J*

[(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 US S75,000 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 for death or personal injury to passengers is limited in most cases to approximately US

5I0,000 or US S20,000.

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 can 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. [Thc Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680, adopted May 13,

1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, 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 party

to this Agreement by signing a counterpart hereof and depositing it with DOT.

5. Any Carrier party hereto may withdraw from this Agreement by giving twelve (12) months' written notice of withdrawal to DOT and the other

Carriers parties to the Agreement.

* Either alternative may be used.

OST Form 4523

(Formerly CAB Form 263)

David F. Hackett, President and CEO

VPAA Co.

3201 Griffm Road, 4th Floor

Ft. Lauderdale, FL 33312

DBA: Continental Connection; Gulfstream International;

Gulfstream International Airlines; and United

Express.

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 199 (Exhibits)
Exhibit N

Family Assistance Plan 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 200 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 201 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 202 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 203 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 204 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 205 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 206 (Exhibits)
Exhibit O

Certification Statements 

(Please See Attached) 

Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 207 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 208 (Exhibits)
Joint Application of Gulfstream International Group, Inc. and 

VPAA Co. for Transfer of Commuter Air Carrier Authority 

Page 209 (Exhibits)