BEFORE THE
DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_________________________________________ ) Application of ) ) EASTERN AIR LINES GROUP, INC. ) DOCKET OST

- 20 1 4

- )
for a Certificate of Public Convenience ) and Necessity ( Interstate Passenger ) Charter Service) ) _________________________________________ )

APPLICATION OF EASTERN AIR LINES GROUP, INC.
FOR A CERTIFICATE OF P UBLIC CONVENIENCE AND N E CESSITY

Communications with respect to this document should be sent to:

Edward J. Wegel
President and CEO EASTERN AIR LINES GROUP, INC. Building 5A

, Miami Int’l Airport Miami, FL 33142 (305) 869

- 4249 ed.wegel@easternairlines.aero Edward P . Faberman Wiley Rein LLP 1776 K Street, NW Washington, DC 20006 (202) 719

- 7402 efaberman@wileyrein.com

John R. Mietus, Jr. Law Office of John Mietus, LLC 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817

- 7500 (202) 747

- 5212 j ohn@mietuslaw.com
Counsel for EASTERN AIR LINES GROUP, INC.

APPLICANT REQUESTS THAT THIS APPLICATION BE PROCESSED THROUGH EXPEDITED, NON

- HEARING PROCEDURES PURSUANT TO
SUBPART B OF THE DEPARTMENT’S PROCEDURAL REGULATIONS.

NOTICE: An y person may support or oppose this application by filing an

answer no later than February 1 8 , 2014 and serving a copy of the answer on
counsel for Applicant and upon persons served with this application.

January 2 8 , 2014BEFORE THE
DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_________________________________________ ) Application of ) ) EASTERN AIR LINES GROUP, INC. ) DOCKET OST

- 201 4

- ) January 2 8 , 2014
for a Certificate of Public Convenience )

and Necessity (Interstate Passenger ) Charter Service) ) _________________________________________ )

APPLICATION OF EASTERN AIR LINES GROUP, INC.
FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Pursuant to 49 U.S.C. § 41102, parts 201 and 204 o f the Department’s

Economic Regulations, subpart B of the Department’s Procedural

Regulations, and the Department’s Streamlining Initiative in Docket OST

2005

- 22228, Eastern Air Lines Group, Inc. (“ Eastern ”) respectfully applies for

a certificate of public convenience and necessity authorizing Eastern to

engage in interstate charter air transportation of persons, property, and mail.

Simultaneously with this Application, Eastern has applied for a certificate

a uthorizing it to engage in foreign charter air transportation of persons,

property and mail. Eastern requests that the Department process this

application expeditiously using written submissions and simplified, non

hearing procedures as contemplated by se ctions 302.15 and 302.207 of the

Procedural Regulations. In support of its application, Eastern provides the

information required by 14 C.F.R. §§ 201.4 and 204.3 in the Exhibits and

Confidential Exhibits attached to this application and states as follows:Eastern Certificate Application

Page 2

1. A group of highly experienced aviation executives with substantial

airline experience have developed Eastern’s business and financing plan.

Led by Ed ward J. Wegel, a veteran airline executive with over 28 years of

experience , this group intends to begin charter airline operations with a

single, leased Airbus A320 aircraft , using Eastern trademarks acquired from

th e Eastern Air Lines estate (“Legacy Eastern”) pursuant to an asset

purchase and sale agreement. Eastern will utilize this aircraft for pu blic and

private charterers in domestic and foreign markets and increase its fleet to

three such aircraft by the end of its first full year of operations.

2

. A private placement of Eastern’s voting common stock will be

utilized to raise a minimum of $9 million and a maximum of $14 million (plus

an additional $1.4 million to cover over

- allotments) to support Eastern’s

certification and commencement of charter service. When this process is

completed in the next few months, assuming t he sale of $14 million of voting

common stock in the private placement, new, private investors will hold just

under 40% of Eastern’s voting common stock, founding investors will hold

just over 40%, and Eastern management and investment bankers will hold

up to 20% , either in stock, options, or warrants. Upon completion of the

private placement, Eastern will have only one class of outstanding common

stock

. That class of common stock will have full voting rights . TheEastern Certificate Application

Page 3

development of Eastern to this point ha s been funded and managed by U.S.

citizens, and Eastern will rely on customary voting stock restrictions to

ensure that it remains a U.S. citizen as the new, private investment takes

place.

3

. Senior Eastern management has the necessary business expertis e

and technical ability to offer and manage the proposed passenger

transportation while complying effectively with relevant transportation laws.

The current President and Chief Executive Officer, Edward J. Wegel, and

additional management

, including Easte rn’s Ch i ef Operating Office r, Chief

Financial Officer and Chief Technical Officer ( who will assume their positions

upon the initial closing of the private placement ), are all U.S. citizens and

bring extraordinary operational expertise and experience to the airline. T hey

will be complemented by a Board of Directors that includes Mr. Wegel and

two individuals with many years of experience in C

- level positions and in

financing and business planning.

4 . Under 49 U.S.C. § 41102(b)(1), the Dep artment may issue interstate

authority if the applicant is a U.S. citizen and meets the Department’s fitness

requirements. Eastern’s plan for financing and staffing the airline will satisfy

these criteria

. Further, grant ing the requested certificate author ity is in theEastern
Certificate Application

Exhibit 1

INFORMATION SUPPLIED PURSUANT
TO THE DEPARTMENT’S REGULATIONS

Eastern Air Lines Group, Inc. (“ Eastern ”) hereby supplies, in support of its certificate application, information required by the Department pursuant to 14 C.F.R. § 204.5, cross

- referenced to specific provisions of section 204.3.

(a) Name, address, and telephone number of applicant.

Eastern Air Lines Group, Inc. Building 5A Miami International Airport Miami, FL 33142 (305) 869

- 4249

(b

- d) Form of organization and state of incorporation; certificate of good standing and corporate information.

Eastern is a Delaware corporation. A ttached as Exhibit 2 are a good standing
certificate for Eastern and its certificate of incorporation, which will be amended to provide for additio nal, authorized voting common stock before

the initial closing of the private placement.

(e) Citizenship affidavit.

Eastern will provide an affidavit attesting its status as a U .S. citizen under 49 U.S.C. § 40102(a)(15), as required by 49 U.S.C. § 41102, when th e private placement is complete and the contemplated increase in authorized voting

common stock has taken place.Eastern Certificate Application

Exhibit 1 Page 2

(f) Information relating to key personnel.

Capsule biographies are provided below for Eastern key personnel to be in place upon the initial closing of the private placement and for certain members of 1848 Capital Partners, LLC (“1848 Capital Partners”) who will play a key role in Eastern’s development. Eastern will add additional
members to the Board of Directo rs after the private placement, and it will fill

the positions required under 14 C.F.R. § 119.65 as certification progresses. A proposed organization chart for Eastern is attached as Exhibit 3 , m ore detailed resumes are provided in Exhibit 4 , and FAA certificate numbers are provided in Confidential Exhibit A . (Confidential Exhibits described in this Application have been filed with the Department under seal and accompanied by a Motion for Confidential Treatment.) All listed personnel may be r eached at the business address shown above and are U.S. citizens

.

B oard of Directors Upon Initial Closing of Private Placement

Ad miral William A. Owens ( R et.) , Executive Chairman
Adm

, Owens has extensive experience in business, management, and finance.
After a 34

- year U.S. Navy career, in which he rose to become Vice Chairman of the Joint Chiefs of Staff, he held C

- suite roles in SAIC, Teledesic, and

Nortel Networks. He currently serv es as Chairman of the Board of CenturyLink, a major telecommunications company. Since 2006

, he has been the Chairman and Managing Director of AEA Investors Asia

, since 2009 a founding partner and Executive Chairman of Prometheus Partners, and since 2011 the Vice Chairman of the New York Stock Exchange (NYSE) for Asia.
Adm

. Owens also has serve d on the boards of over 20 public and several private companies; he was recognized for his contributions to corporate governance by the National Association of Corporate Directors in 2011. He has received numerous military decorations and business and philanthropic awards, and he holds degrees from the United States Naval Aca demy, Oxford University (UK) , and George Washington University.

Joseph E. DaGrosa, Jr.

, Director
Mr. DaGrosa is a co

- founder of 1848 Capital Partners (described below) and several related companies. His aviation experience includes investment in
and the Vice Chairmanship of Jet Support Services, Inc., the world's largest independent provider of hourly cost maintenance programs for business jet aircraft engines and airframes. Prior to this, Mr. DaGrosa was a foundingEastern Certificate Application

Exhibit 1 Page 3

member of Maplewood Partners, a priva te equity firm where he served on the

Investment and Executive Committees

. He began his 28

- year career in private equity and financial services after receiving a B.S. from Syracuse University.

Edward J. Wegel, President, Chief Executive Officer and Direc tor Mr. Wegel is a senior airline and travel services executive with over 2 8 years of experience in all aspects of airline operations and finance

. He has held key airline positions, including co

- founder / board member of Atlantic Coast Airlines (United Express), President/ CEO and board member of Chautauqua
Airlines /US Airways Express, and President/COO and board member of BWIA International Airways . H e has consulted extensively in airline and
aviation fin ancial matters, including mergers and acquisitions and restructuring

. Mr. Wegel served as a commissioned officer in the U.S. Army
and received an M.B.A. from the Univ. of Northern Colorado after graduating
from the United States Military Academy at West P oint.

K ey Management Personnel Upon Initial Closing of Private Placement

Edward J. Wegel , President and Chief Executive Officer
See biography above.

Stanley L. (Sandy) Saunders , Chief Operating Officer
Mr. Saunders has over 36 years’ aviation experience. After graduating from

the United States Naval Academy and serving 21 years in the U.S. Navy, where he commanded at the Squadron and Wing levels, he flew and served as Chief Pilot for Gemini Air Cargo and Maxjet Airways and mo re recently has provided airline certification consulting services for U .S. airlines which operate the A320 series aircraft. He holds an Airline Transport Pilot certificate, is currently rated in the B

- 767 and DC

- 10, and has total
commercial flying time exceed ing 6,000 hours.

James R. Tolzien , Chief Financial Officer Mr. Tolzien, a Certified Public Accountant, began his career in accounting with a degree from the University of Illinois. He has executive experience in the corporate travel and private inv estment fields as well as in the rental car industry, where he rose to become Executive VP and CFO of Budget Rent a Car and Senior VP North American Operations for Alamo Rent a Car. Mr. Tolzien also served as an Operating Partner for Dancing Bear Investme nts LLC and for Commonwealth Capital Partners, LLC, both private equityEastern Certificate Application

Exhibit 1 Page 4

firm s, and as the Operating Partner and CEO of Sunbelt Diversified Enterprises, an affiliate of 1848 Capital Partners.

Daniel Stone , Chief Technical Officer (Maintenance and Technical Services) Mr. Stone, most recently a consultant for third party MROs, airlines and aircraft lessors, has extensive experience with the A320 family of aircraft as Executive VP and COO of EADS Airframe Services (a division of Airbus Industries) , USA after 15 years’ airline maintenance experience which included serving as VP of Maintenance for a major U.S. legacy airline and for an international airline which operated the A320. He holds an A&P
Certificate and a business management degree from Col umbia Southern University.

Me mbers of 1848 Capital Partners

Founded in 2006, 1848 Capital Partners is a Miami

- based private equity firm focused on the acquis i tion and growth of middle market companies. Since its inception, the company and affiliated in vestors have invested over $250 million of equity capital into , and on behalf of

, i ts portfolio of companies. Currently, 1848 Capital Partners has five active portfolio companies including Jet Support Services, Inc., the world's largest independent provider of hourly cost maintenance programs for aircraft engines and airframes. Its

three members co

- founded 1848 , and two of those members each hold a 50% voting and economic i nterest as it relates to the Eastern investment: 1

Joseph DaGrosa, Jr.
See biography above.

David Neithardt
Mr. Neithardt h olds engineering and MBA degrees from Stanford and Dartmouth, respectively, and has had a 23

- year career in corporate finance.

Prior to co

- founding 1848 Capital Partners , he served as interim Chief

Financi al Officer, Director of M&A, and member of the Board of Directors for Heartland Food Corp. and worked at Maple w ood Partners and for Smith Barney Inc.’s corporate finance group.

1 / The third member , Mr. John Sicilian, has no economic interest or voting

power with respect to Eastern, neither within 1848 Capital Partners n or any of its affiliates referenced in footnote 3

.Eastern Certificate Application

Exhibit 1 Page 5

(g) Relevant corporations; persons having a substantial interest in the applicant.

As noted in the opening narrative, Eastern will circulate a Private Placement Memorandum, attached as Confidential Exhibit B, to raise a minimum of $9
million and a maximum of $14 million (plus an additional $1.4 million to

cover over

- allotmen ts) from accredited, private investors in return for a total
of approximately 40% of Eastern’s voting common stock (assuming $14 million is raised)

. Eastern’s only outstanding class of stock is voting, common

stock. While the offering period is scheduled to end March 31, 2014 (unless extended by Eastern in its sole discretion to June 2, 2014) , Eastern can end
the offering earlier if the offering has been fully subscribed.

Given the pendency of the private placement, Eastern will here describe the
ownersh ip structure intended to be in place when that investment closes . I t will supplement this application with updated ownership information at that

time.

At closing, assuming $14 million is raised, the largest single block of Eastern voting stock, estimated at 29.7 %

, will be held by 1848 Skyworks, LLC, an
affiliate of and managed by 1848 Capital Partners

. Another founding investor, Aviation Capital Partners Group, LLC (“ACPG”), will hold approximate ly 12.5%, Ed Wegel will hold 10% , and Admiral Owens will hold

2% . 1848 Skyworks and ACPG have provided Eastern’s initial funding and
support. 2 While n ew, accredited, private investors will together hold approximately 36.4 % of the voting stock, Eastern do es not currently know whether any new investor will hold a substantial interest , i.e., 10% or more of Eastern’s outstanding voting stock. T he remaining Eastern stock , less than 10%, will be made available to Eastern managers and financiers as warrants

or options.

2 / That support includes the ACPG purchase of the intellectual property rights
of Legacy Eastern , including all rights to the “Eastern” name, trademarks and related marketing phrase s, from Legacy Eastern’s estate. ACPG has in turn transferred and assigned to Eastern these rights and other assets. 1848 Skyworks LLC has expended funds for the general development costs related to the launch of the business, as well as the development of strategic plans, route analyses, and operating manuals, and for marketing surveys and other
materials. 1848 Skyworks LLC has transferred and assigned these assets to

Eastern.Eastern Certificate Application

Exhibit 1 Page 6

At the time of the closing, 1848 Skyworks LLC and ACPG will be managed by 1848 Capital Partners and Edward Wegel, respectively. 1848 Skyworks LLC

is owned by two companies managed by 1848 Capital Partners: 1848 Aviation Partners, LLC (86 .5 % of 1848 Skyworks LLC ) and 1848 Blueco, LLC (1 3.5 % of 1848 Skyworks LLC ). Seventy percent of 1848 Aviation Partners
LLC is owned by 1848 Capital Partners

, the managing member, and the
balance is held by two employees of 1848 Capital Partners and an individ ual
consultant to 1848 Capital Partners; all three individuals are U.S. citizens. The other investor in 1848 Skyworks LLC , 1848 Blueco LLC , has 1848 Capital Partners as its managing member and is ultimately held by a group
of 33 individual investors, only two of whom individually own more than 10%
of the interests in 1848 Blueco LLC

. 3

(h,i) Subsidiaries; ownership and control of other carriers or aeronautical enterprises.

Eastern has no subsidiaries and holds no interest in any other air carrier, foreign air carrier, common carrier, or person substantially engaged in the
business of aeronautics.

(j,k) Financial statements.

As noted above, 1848 Skyworks LLC and ACPG have funded Eastern’s initial development activities. Eastern will submit upda ted financial statements to the Department during Eastern’s financing and certification process. Eastern’s opening balance sheet, assuming the completion of the $ 14 million raise, is attached as Exhibit 5.

3 / A ll of the limited liability companies listed are structured in the same manner as corporations, with investors holding interests equivalent to shareholdings. ACPG, 1848 Capital Partners , 1848 Skyworks LLC , and
Pitcairn Aviation LLC are Delaware LLCs . 1848 Aviation Partners LLC and
1848 Blueco LLC are Florida LLCs.Eastern Certificate Application

Exhibit 1 Page 7

(l,m) Actions and outstanding judgments.

To Eastern 's knowledge, there are no claims, lawsuits, or pending actions against Eastern

, and neither 1848 Capital Partners nor its owners or the

other key personnel identified here in have any actions or outstanding judgments to report under 14 C.F.R. § 204. 3(l

- m).

(n) Fleet information.

Eastern intends to begin passenger charter operations with a single, leased
Airbus A320 aircraft and increase its fleet to three such aircraft within the first year. Such aircraft are readily available for lease, and Eastern has received proposals for delivery as early as summer 2014 in accordance with
its certification timeline

. Eastern will submit a copy of the safety affidavit required by 14 C.F.R. § 204

. 5( n)(3) wh en it submits final documentation for an effective Department certificate.

Eastern intends to rely on certificated, third

- party maintenance and repair organizations for maintenance

. The Chief Technical Officer will oversee all
contracts for aircraft maintenance.

(o) Pending investigations, actions, or formal complaints filed by DOT or the FAA regarding compliance with Federal aviation laws or orders, rules, regulations, or requirements under those laws.

N o pending investigations, enforcement action s or formal complaints have been filed against Eastern concerning compliance with Federal aviation laws. Further, to the carrier’s knowledge, neither 1848 Capital Partners nor its

three owners or the other key personnel identified herein have any pending

i nvestigations, actions, or complaints to report under 14 C.F.R. § 204.3(o).

(p) Other charges.

T o Eastern 's knowledge, neither Eastern

, 1848 Capital Partners , the latter’s

owners, nor the other key personnel identified herein have had charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation, brought against them in the past ten years.Eastern Certificate Application

Exhibit 1 Page 8

(q) Aircraft accidents or incidents.

To Eastern 's knowledge, neither Eastern, 1848 C apital Partners, the latter’s owners, nor the other key personnel identified herein have experienced aircraft accidents or incidents that occurred in the preceding year or that remain under investigation by the FAA or the NTSB

.

(r) Brief narrative history of the applicant.

To date, Eastern has not conducted any business , other than the development efforts described in this application, and is focusing on its certification as a

charter air carrier.

(s) Federal, State, and foreign transportation authority.

Eastern has submitted the required Pre Application Statement of Intent to the South Florida Certificate Management Office ("CMO") and has

held an initial informal meeting with the CMO. Eastern is awaiting word on
the allocation of resources to its certification.

(t) Operating projections and a description of the service to be operated.

Eastern proposes to begin passenger charter operations with a single, leased,
Airbus A320 aircraft. It will offer this aircraft for public and private charters

in domestic and foreign markets.

Exhibit 6 includes forecast pre

- operating expenses, forecast first

- year

expenses, and basic operating statistics for the proposed passenger charter operation , as well as forecast balance sheet s for the first full year of operations. Projected revenue and a summary of the forecast are provided as
Confidential Exhibit C

. These exhibits were prepared under the direction of Mr. Wegel.

Eastern anticipates that it will offer most charters as " ACMI" contracts,
under which charterers will be directly responsible for fuel costs. 4 / T o

4 / Where, as here, a party other than the carrier is contractually responsible for certain operating expenses, the Departme nt does not include those expensesEastern Certificate Application

Exhibit 1 Page 9

summarize its forecast, Eastern anticipates that its start

- up costs related to passenger charter operations will be approximately $7 million and that in its
f irst full year of operations, operating expenses will total approximately $19

million.

The capital required for Eastern to complete certification

, to conduct its initial services, and to meet the Department' s financial fitness requirement

-- totaling approximately $12 million

-- will be provided through the private placement.

Eastern does not anticipate that its first full year of operations will result in

a near

- term net annual change in aircraft fuel consumption of 10 million gallons or more, and it has determined that adequate fuel is available for this service. To the extent the Department nonetheless concludes that grant of the requested authority would constitute a major regulatory action, Eastern requests that the Department waive the requiremen t that an Energy Statement under 14 C.F.R. Part 313 be prepared.

(u) Montreal Agreement (relating to liability); family assistance and passenger manifest plans.

Eastern will file the required counterpart of the Montreal Agreement in

Docket OST

- 1995

- 236

, a family assistance plan in Docket OST

- 1996

- 1960

, and a passenger manifest plan pursuant to Docket OST

- 1998

- 3305

.

(v) Certification.

Attached as Exhibit 7

.

in ca lculating financial reserve requirements. See, e.g., Dynamic Airways

, LLC, Order 2010

- 9

- 17 at 5

- 6 ; Platinum Airlines, Inc.

, Order 2005

- 10

- 13 at 4 ; P r imaris Airlines, Inc.

, Order 2004

- 7

- 8 at 2

- 3

.Wil li a m Arthur Owe ns

Professional Experience AEA Investors (Asia) Limited, Chairman 11/2009 - Present AEA Holdings Asia, Executive Chairman & CEO 11/2005 -11/2009 Global private equity investment firm focusing on control buyouts in value-added industrial products, specialty chemicals, consumer products and services industries

Nortel Networks Corporation, CEO & Vice Chairman 6/2004 - 11/2005 Multinational telecommunications and data networking equipment manufacturer

Te ledesic, CEO & Chairman 10/1998 - 6/2004 Developer

of a worldwide broadband satellite communications network

Science Applications International Corp., President, COO & Vice Chairman 3/1997 - 10/19 98

Vice Pres ident for Government 6/ 1996 - 3/1997 Leading provider of scientific, engineering, and technology applications and solutions to security, energy, environmental, health and infrastructure markets throughout the world

Board Representation Beginning 1996, served(s) as director on the boards of many public and private companies including Daimler, British American Tobacco, Telstra, Nortel, Polycom, Wipro, Viasystems and CenturyLink, of which last four are

current.

Professional Government Experience 1994 – 1996: Joint Chiefs of Staff, Vice Chairman 1990 – 1992: U.S. Sixth Fleet, Commander 1991 – 1993: Naval Ops for Resources, Warfare Requirements & Assessments, Deputy Chief 1998-1991: Office of the Secretaries of Defense, Sr. Military Assistant 1998: Office of Program Appraisal for the Secretary of the Navy, Director 1987: Submarine Group Six, Commander

Awards/Achievements

Intr ep id Salute Award, recognition of bu si n ess achievements and support of ph il anthrop ic activities

Le gi on d’Honore Award, h ig h est aw ar d gi ven to foreign citizens by th e countries of Indonesia and Sw ed en

No. Dakota Citi ze n of the Ye ar “Rough ri der” & David Sarnoff Award for contribution to ad va nced te chno lo g y Distinguished Graduate of George Washington Universit y in recognition as one of “The 50 Mo st Po werfu l Peopl e in Networking” by Netwo rk Wo rl d

100 Be st B oard Me mb er

i n the United Sta te s fo r 2011 awarded by NACD

Education B.S., mathematics from the U.S. Naval Academy M.S., politics, philosophy and economics from Oxford University M.S., management from George Washington University

Publications Author of two books, "High Seas" and "Li ft ing th e Fog of War ", publ. in 2000 and in Mandarin in 2009
Wrote more than 50 articles on national secu ri ty

Not e Dates are approximate

### Edward J. Wegel

Seasoned senior airline executive with over 28 years of experience in increasingly responsible positions from operations and finance executive to airline COO, airline CEO, and board member. Also possess extensive airline investment banking experience with a major Wall Street firm. Extensive corporate governance experience having served on the boards of several publicly traded as well as privately held companies. Served on the Board of Directors of four (4) airlines. Served as an airline merger/ acquisition advisor to major private equity and
investment funds.

Major Airline Management Experience

Senior Vice President/ Finance- Atlantic Coast Airlines (United Express)

Pr esident and Chief Operating Officer- BWIA International Airways

Pr esident and Chief Executive Officer- Chautauqua Airlines (USAirways Express)

Ma jor Airline Merger and Acquisition Experience (Highlights):

1991
- Co -Negotiated acquisition of assets of West Air to create Atlantic Coast Airlines/ United

Ex press at Washington-Dulles. Negotiated launch order for the BAe J-41 turboprop aircraft.

1993 - Negotiated acquisition of MartinAire, Dallas, a major feeder carrier for FedEx and UPS. Acquired 35 aircraft from Cessna as part of transaction

1994 - Negotiated and raised financing for the privatization of BWIA, the national airline of Trinidad and Tobago. Created new alliances with American Airlines and British Airways.

R enegotiated major bi-lateral agreements with 10 countries.

1996 - Conceived and developed business plan for PeoplExpressII. Negotiated potential major

a lliance with American Airlines

1997 - Conceived, developed and financed, then led the acquisition of Chautauqua Airlines and

an order for Embraer RJs which became the platform for Republic Airways

20 00 - Negotiated sale of

Tower Air to Icahn and Associates

2001 - Negotiated potential acquisition of ATA Airlines, Indianapolis for major
investment fund

2003/2004 - Lead negotiator for acquisition of Midway Airlines out of bankruptcy in an auction
on behalf of a major US regional airlin e.2007 - Negotiated and closed acquisition of final remaining assets of the Eastern Air Lines estate

Major Positions Held:

2008-Present Founder/President/CEO, Aviation Capital Partners Group, LLC

and Founder, Eastern Air Lines Group, Inc (a development company) Acquired the intellectual property of the estate and developed a plan to launch the new
Eastern Air Lines

2004-2008 Chief Restructuring Officer/ CEO, Chairman

One Travel Holdings, Inc. Led the restructuring thru bankruptcy and subsequent re -financing of a publicly traded travel company with over $350 million in gross revenues

- Negotiated new deals with all major US and foreign airlines and hotel groups

- Negotiated new deals with WorldSpan, Travelport and Sabre

- Raised $25 million in new equity to complete the restructuring

1993- Founder and Managing Partner, Aviation Capital Partners LLC

Present
- Led acquisition team to acquire Martinaire, a cargo airline in Dallas, TX

- Adviser to Air Jamaica, Cayman Airways and eight other airlines on their restructuring plans

- Adviser to major investment fund on possible acquisitions of

North American Airlines

During this time also served (from December 2003 - Feb 2005) as

EVP-Corporate Planning and Development Mesa Air Group, Inc.

- Led a ten member planning team that oversees all aspects of marketing, strategic, route and fleet planning and corporate acquisitions

- Negotiated and closed the acquisition of Midway Airlines with ten CRJ

- 200 aircraft

- Opened discussions for potential new partnerships with Delta, Northwest, and ATA

1999-2002 SVP , New York, SH&E (aviation consulting firm)

- Adviser to Clayton Dubilier on acquisition of

Fairchild Dornier Aircraft

- Adviser to Apollo Management on possible acquisition of

American Trans Air

- Adviser to the Board and Trustee of Tower Airlines on

restructuring

1997-1999 President and CEO, Member of the Board

USAirways Express, Indianapolis

- Negotiated, raised $25 mm in equity and closed the acquisition of the airline

- Signed new agreements with USAirways, acquired 30 regional jets valued at over $600

mm.

- Record profits in 1998 of $12 mm on $85 mm in revenue1995-1997 President and C OO , Member of the Board BWIA International Airways, Trinidad

- Raised $20mm in

equity to privatize this national airline- operating (5) L1011- 500 and (8) MD

- 83 aircraft to 12 international destinations including London, Toronto and
Frankfurt

- Developed the new business plan and grew the company, with major alliances with American and British Airways.

1991-1995 Co -Founder , Member of the Board and SVP-Finance Atlantic Coast Airlines (United Express)

- Helped grow the company from launch to $300 mm in revenues,

- Coordinated the initial public offering in 1993 (Alex Brown), raised $25 mm in equity and $250 mm in

debt financings

1987-1991 Vice President- Investment Banking Division

Shearson Lehman Brothers

- Managed over $1 billion of the firm’s and limited partnership investments.

- Served on

the boards of

Polaris Industries (publicly traded snowmobile manufacturer) Houston Biotech (publicly traded) and MicroPalm Computers (private).

- Managed two aircraft limited partnerships with over $500 million of commercial jet
aircraft

1985-1987 Operations / Finance– Northeast Division Eastern Air Lines, Inc

/ Pan American World Airways

1980-1985 US Army Officer

- Attained Rank of

Captain- Two awards of

Army Commendation Medal

- Battalion Adjutant / Company Executive Officer in M1 Tank Battalion in Germany

Education:
1980
- BS -Engineering- United States Military Academy (West Point)

1982 - MBA-Finance- University of Northern Colorado, Greeley, CO

## Stanley L. Saunders, Jr.

SUMMARY

Accomplished aviation industry leader with a record of superior performance in managing and leading complex, high technology organizations. Extensive experience in all aspects of Part 121 Air Carrier management including: exercising operational control ; regulatory compliance; budget development and execution ; and, establishing and maintaining effective relationships with the Federal Aviation Administration. Recognized industry expert in Part 121 Air Carrier Certification. Demonstrated ability to recognize, assess, and address end- to -end operational and support requirements and lead teams in bringing complex concepts to reality.

PROFESSIONAL EXPERIENCE

LOCKED ON, INCORPORATED January 2010 – Present

Locked On, Inc. i s a FAA Qualified Certification Consultant company.

 Vice President Operations : Lead a team of industry experts providing consulting services to the Aviation industry with a specialization in Part 121 Air Carrier Certification and regulatory compliance.

 Major Clients:

Spirit Airlines. Project Manager for the comprehensive overhaul of the airline’ s manual system.

Virgin Galactic. Provide principal consulting services for the creation of initial operating practices and manuals for the Spaceline.

People Express Airlines. Project Manager for the Part 121 Certification effort for the startup Air Carrier.

 Advisor to the FAA Center of Excellence for Commercial Space Transportation

AC3S, INCORPORATED March 2005 – Present

 Presi dent: Provide critical leadership in coordinating and synchronizing business development activities with certification requirements to ensure optimum utilization of all resources and maximum reduction of startup costs. AC3S is a Service Disabled Veteran
Owned Small Business.

 Major Clients:

Hawaiian Airlines. Principal consultant for the addition of Airbus A330 Aircraft to the Operating Certificate.

NetJets . Provide critical support and consulting services to facilitate transition to a new Maintenance Information System. Provide services to establish and validate baseline maintenance program requirements for sixteen aircraft fleet types deployed in US and European operations.

Skybus Airlines: Certification Program Manager responsible for coordinating, scheduling and managing all aspects of the airline’s certification. Synchronization of business build out activities with certification requirements reduced start up costs inexcess of 10 million dollars. Interim Director of Training creating pilot initial new hire, recurrent, upgrade and transition training curricula.

MAXJET AIRLINES May 2004 – March 2005

 Director of Operations/Chief Pilot: Duties include direct oversight of all operational aspects in the certification of a Part 121 Flag Air Carrier. Provide direction in the developm ent of operating procedures that foster a positive working environment while meeting strategic business objectives and guaranteeing regulatory compliance. Manage vendor/supplier selection process for a myriad of critical products and services including Flight Crew Training, Electronic Flight Bag and multiple aircraft equipment and avionics upgrades.

 Initial Cadre Check Airman: Duties include creation and execution of Initial Cadre Check Airman training program.

GEMINI AIR CARGO February 1998 – May 2004

 Chief Pilot : Duties include management of 300 aircrew operating 12 DC-10 and 4 MD11 aircraft in worldwide ACMI, Charter and Wet Lease Operations. Principally responsible for the development and management of an $18 million Flight Operations Department personnel budget. Principal consultant to the executive management team for developing strategic manning plans and work rules to fit the business model. Responsible for the interviewing and hiring of all aircrew. Provided critical leadership
and han ds-on involvement in dealing with the myriad operational and security demands in the aftermath of 9-11. In the economic downturn following 9-11, designed and implemented work rule changes resulting in a 14% decrease in block hour operating costs without imposing a base wage reduction.

 Check Airman DC -10-30F

 Captain DC -10-30F

UNITED STATES NAVY June 1973 – February 1998

 Air Operations Officer , Commander, Carrier Battle Group FOUR

. Responsible for the Air Operations Training, Evaluation and Certification of all Atlantic Fleet Carrier Battle Groups and their embarked Carrier Air Wings. Principal adviser to the Battle Group Commander, responsible for assessing the efficiency and safety of all carrier flight operations. Provided in -depth assessment in the air and on the ground of all Carrier and Air Wing integration and operational issues critical to the combat readiness of all Atlantic Fleet Carrier Battle Groups. Gained extensive experience in “tooth- to -tail” assessment and critical node identification in the intricacies of supporting a combat fighting team. Instrumental in the successful development and implementation of a Joint Forces Air Component Commander (JFACC) afloat capability in U.S. Navy aircraft carriers and command and control vessels. Developed comprehensive plans and orchestrated all aspects of incorporating a JFACC aboard carriers and command and control vessels including hardware, Information Technology, personnel and all logistic support requirements

 Commanding Officer, Fighter Squadron One Hundred Three. Responsible for the operational readiness of the Atlantic Fleet’s first, 14-plane, F-14B Squadron. Directly responsible for the safety, welfare and professional development of over 400 aviators, maintenance, ground support and administrative personnel assigned to the squadron. Managed an annual flight hour operating budget in excess of $6M meeting or exceeding all operational requirements without ever exceeding a budget limitation. Devised andconducted the first fleet demonstration of precision guided munitions delivery from the F-14B. Overwhelming success of the demonstration accelerated the fleet introduction of a fully integrated precision-guided munitions delivery capability.

 Aide and Special Assistant to the Chief of Naval Personnel/Combat Placement Officer, Bureau of Naval Personnel. Principal assistant to the Chief of Naval Personnel. Personnel manager for all U.S. Navy Fighter Squadrons. Responsible for ensuring proper fleet-wide officer manning levels and for managing the career-path development for over 900 aviators and aviation support officers.

 Landing Signal Officer (LSO) : Staff, Training, Wing, and Squadron qualified LSO. Responsible for the safe and expeditious landing of fixed-wing aircraft aboard the aircraft carrier, training of squadron and air wing pilots in preparation for extended deployment, and the initial carrier qualification of student Naval Aviators and F-14 replacement pilots.

 F-14 Pilot : Duties include Operations Officer, Maintenance Officer, Air Wing Strike Team leader, Division Lead, Fleet Model Manager, F-14 Fleet Replacement Instructor Pilot, Adversary Pilot, Strike Flight Instructor Pilot.

Operational Tours : Six extended and numerous shorter deployments encompassing 8.5 cumulative years deployed to the Mediterranean Sea, Adriatic Sea, North Atlantic Ocean and Indian Ocean embarked in 16 different US Navy Aircraft Carriers. Logged in excess of 1000 carrier arrested landings.

Honors and Awards : Meritorious Service Medal (two awards), Strike Flight Air Medal, Navy Commendation Medal, Navy Achievement Medal, 1990 Atlantic Fleet Carrier Aviator of the Year, 1990 Fighter Pilot of the Year, US Navy Fighter Weapons School (TOPGUN) graduate, US Air Force Air Command and Staff College Air Power Projection graduate.

PROFESSIONAL QUALIFICATIONS

Airline Transport Pilot: Airplane Multiengine Land, Type Ratings: DC-10, B767/757

Total Flight Hours 6,151
Pilot- in -Command 4,579

Instructor 610
Second- in -Command 962 Multiengine 4,915

EDUCATION

United States Naval Academy, Annapolis, Maryland

Bachelor of Science - Analytical Management and Engineering Technology June 1977

REFERENC ES

Furnished upon request

### JAMES R. TOLZIEN

PROFESSIONAL EXPERIENCE

Sunbelt Diversified Enterprises, LLC, Miami, Florida 2007 - Present $50 million private equity backed holding company specializing in acquiring, growing, and professionalizing small businesses in the Southeast

Operating Partner/CEO (2007-Present)

 Directl y managed all aspects of the company, including portfolio performance, lender relationships and compliance, investor communications, and financial reporting

 Provided hands-on management of operating subsidiaries through portfolio-level CEOs, developed financial reporting processes to supplement corporate governance guidelines

 Led two debt restructuring projects, including negotiations and analysis, documentation and implementation, and follow-up communications with lenders and investors

 Supervised business development program which incorporated all leads on new investments, prospective lenders, and potential deal flow

 Directed all acquisition activities inside the portfolio, including negotiations, investor communication and approval

, due diligence, and operational integration

Around The World Travel, Inc. (d/b/a TraveLeaders )

, Coral Gables, Florida 2000

– 2007 $300 million corporate travel management company with 40 offices and 400 employees in 10states, providing full service travel consultation to large corporations including personal and online reservation services, policy implementation and enforcement, vendor negotiations and special services, and real time monitoring and reporting.

President (2003-2007)

 Turned $2.5 million loss into $2 million profit in two years

 Closed 7 offices and consolidated non-revenue-generating functionality, eliminated two laye rs of management, installed local management cost controls and reporting processes

 Revitalized sales and new account implementation functions, doubling new client sales and cutting implementation time by 30%

 Imple mented incremental revenue streams, driving per transaction revenue up by 10%

 Reorganized traveler service processes, including quality surveys and focus groups, resulting in 15% improvement in satisfaction ratings

Chief Financial Officer (2000-2003)

 Led acquisition negotiation, due diligence and post-close integration of 20 small to medium sized companies in 14 months

 Totally revamped senior management team from inherited former owners to functional experts in the industry

 Consolidated a wide variety of legacy computer systems, including all management and financial information reports and controls, converted to state-of-the-art system

 Directed post “9/11” cost reductions, closing 8 offices and reducing staff by 35% in less than 30 days

 Re -negotiated $40 million in debt out of default

### JAMES R. TOLZIEN
Page Two

Dancing Bear Investments , Fort Lauderdale, Florida 1997

– 1999 Private investment vehicle with over $100 million invested in early-stage businesses focused on

interne t-based marketing/ sa les delivery systems in travel, automobile sales, and personal

communications

Operations, Finance Director for portfolio companies

 Initiated coordinated strategic planning across all companies, establishing crossmarketing and joint sales capabilities

 Cr eated formalized management processes, reviews and controls with standardized reporting of key financial results and metrics

 Upgraded call center personnel, MIS reporting, and productivity analyses

 Conducted customer focus groups, streamlined and re-focused sales and marketing in conjunction with preferred vendor performance thresholds

 Directed cost reduction efforts across the portfolio, including office closings and

centralized administrative functions

Alamo Rent a Car , Fort Lauderdale, Florida 1996

– 19 97 $1.5 billion in annual sales, providing global car rental services through a network of 300 company-owned offices and 11,000 full time staff, ranking 5 th in US market share

Senior Vice President, North American Operations (1997)

 Directly responsible for all North American operations through 6 officer-level direct reports and staff functions for vendor relations and new product development

 Revamped organization structure to de-centralize and stream-line decision making, created regional profit improvement meetings with peer group incentive structure

 Installed J. D. Powers-developed customer service monitoring system, drove complainthandling to location level resulting in reduced costs and improved turnaround time

 Achieved $30 million profit improvement, 20% customer service improvement

Vice Pre sident, Finance (1996)

 Directed centralized accounting function for all global operations through 11 directorlevel professionals and highly developed main frame accounting system

 Reorganized accounting staff, implemented new SEC reporting function to focus on significant audit findings from previous years

 Redesigned all internal management information reports, created new planning and analysis department to highlight and monitor actionable variances

 Led financial component of sale of company to AutoNation, including negotiation support, due diligence and post close financial integration

Commonwealth Capital Partners , New York, Fort Lauderdale 1992 - 1995 Private investment fund with approximately $90 million of equity investments focused on turnaround opportunities in media and entertainment-related companies

Regional Director for portfolio companies, including Fred Astaire Dance Studios

 Upgraded financial reporting systems, initiated product line profitability analyses

 Renegotiated independent contractor agreements, improved productivity controls

 Sold, refranchised, or closed unprofitable locations, reduced corporate overhead

 Directed due diligence, negotiations, and post-close integration of companies

### JAMES R. TOLZIEN
Page Three

Budget Rent a Car Corporation , Chicago, Illinois 1976 - 1992 $1.2 billion in annual sales, providing global car rental services through a network of 400 company-owned and franchised offices, ranking 4 th in US market share

Executive Vice President, Chief Financial Officer ( 1990-1992)

 Managed $3B debt portfolio, created $800M bank syndicate for special purpose funding

 Revamped risk management area, including self-insurance and in-house claims function

 Financially and organizationally restructured international operations

 Drove comprehensive margin improvement program, $50 million cost savings

Senior Vice President, Strategic Planning (1988-1990)

 Created “bottom up” planning function, tied to financial results and incentive programs

 Directed new value add product R&D, including navigation systems, counter sales

 Coordinated all elements of management reporting system to new owners (Ford)

Vice President, Corporate Controller (1982-1988)

 Managed financial aspects of campaign to re-purchase roughly 50 previously franchised locations, including negotiations, due diligence, and post-close integration

 Led all accounting and financial aspects of LBO from Transamerica, subsequent IPO

 Handled negotiation support, due diligence for sale of public company to Ford

Controller (1976-1982)

 Dece ntralized accounting systems and controls to large regional centers, established and directly supervised detailed internal audit review program

 Coordinated all financial, management reporting processes with parent (Transamerica)

Ernst & Ernst (now Ernst & Young) , Chicago, Illinois 1972 - 1976 Typical “Big 8” experience, standard audit responsibilities, outstanding performance reviews, annual promotions, left firm as Supervising Senior Auditor

– clients included Weiman Furniture, White Farm Equipment, Bowne Printing, University of Notre Dame, and Budget Rent a Car

EDUCATION - BS Accounting from University of Illinois, June 1972 - CPA, November 1972

AFFIL IATIONS - American Institute of Certified Public Accountants, Financial Executives

Institut e, Presidents Council-University of Illinois, St. Thomas Aquinas FoundationDaniel Stone

Executive Summary

Aviation executive whom worked in the airline and MRO venues. Held Senior positions such as Executive Vice President, Chief Operating Officer, Vice President of Maintenance

and Engineering, Director, Fleet Reliability Manager. Leadership positions with companies such as EADS, Kitty Hawk Air Cargo, Air Jamaica, Fairchild Dornier, Northwest Airlines

and RSC INC.

EDUCATION
Bachelor of Science in Business Administration
, Columbia Southern University

“ Lean MRO Management ” University of Tennessee

LICENSES
FAA, Airframe and Power Plant License

“ I.C.A.O. ”

Aircraft Maintenance Engineer ’s License,

RS C Inc. 2006 Present

Consulting services for third party MRO, Airline s and Aircraft Leasing Companies. Projects included creation of General Engineering Maintenance Manual, Quality manuals and advisement in obtaining Airline Operating Certificate (A OC ) for start up International airline. Direction to MRO Company in expanding their third party Line Maintenance business and developing processes to control cost at the ir Heavy Maintenance division

. Evaluations for lease returns, maintenance program development, managing heavy checks, performed surveys for potential equipment purchases. Project Management of: Passenger to Cargo Door Conversions, Damage Restoration, Interior Upg rade projects

. Partial list of Cliental: ASL Leasing, Safair Airlines, CAS, Jet Lease, Aurora Leasing, Trans Caribbean Airlines, RPK Leasing, Delta Airlines, GO GO, Certified Aviation Services, Top

Tech Aviation

.

EADS, Airframe Services, USA Executive Vice President and Chief Operating Offic er 2004

- 2006

Responsible for the direct management and administration of an airframe MRO maintenance facility. Lead a staff of three hundred plus work force, with focus on quality, turn around time and P & L responsibility.

Kitty Hawk Air Cargo Inc. Vice President Maintenance an Engineering 2003

- 2004

Compan y’s Chief Aircraft Maintenance O fficer responsible for the direct management and administration of all aircraft maintenance activities related to the Kitty Hawk Airline fleet.

Functions include d: oversight of Engines, Line Maintenance, Planning, Engineering, Purchasing, Stores and contract negotiations for heavy maintenance of airframe and engine work scopes.Air Jamaica Airline
, Jamaica W. I. 2001

- 2003

Vice President Technical Services Leader of this Caribbean airline maintenance organization with operating budget of $80M dollars and 400 related employees. Activities include aircraft operations, line maintenance and engineering, out-sourcing of heavy maintenance checks, contract negotiations, and facilities maintenance system wide.

Fairchild Dornier Aerospace, San Antonio, TX 1999

- 2001 Vice President Fairchild Aerospace, Maintenance and Field Support Recruited to this privately owned regional jet manufacturer, as Vice President Maintenance and Field Support, to provide technical and commercial assistance to Fairchild Dornier aircraft customers. Lead teams from eight countries, with a budget in excess of $16 million dollars with major operations in Germany, China, and MRO operation in the USA.

Northwest Airlines 1989

- 1999

Director, Aircraft Line Maintenance Director of Northwest Airlines’ Memphis hub, with 130 maintenance employees.

 Responsible for maintaining an operation to support 125 daily flights.

 Improved Memphis performance and became the No. 1 on-time hub operation.

 Won the NWA 1998/1999 Maintenance Station of the Year Award.

Fleet Reliability Manager Responsible for MD 80/DC9 fleet reliability, identifying and prioritizing fleet reliability issues that impacted on-time performance, completion factor, air turn backs and reduced

maintenance cost.

 Initiated required maintenance program changes, managed changes in processes and procedures for engines, components, engineering and line maintenanc e organizations.

 Made recommendations to Senior Management, along with presentations to the Reliability Control Board for enhancements of fleet performance.

Program Manager, Aircraft Commissioning Managed the operational program to standardize the purchase of used aircraft to be integrated into the Northwest fleet. This program involved management of NWA teams and engineering in five separate MRO modification centers throughout the U.S. and Canada to produce production results to meet an aggressive sch edule. Schedule was completed in established time frame and finishing under proposed budget.

LEAD PROJECT MANAGER (1992- 1994)
Managed the integration of twenty -one used aircraft into the Northwest fleet within site budget.

 Partnered with vendors to enhance relationships improving the quality of work.

 Coordinated vendor training to ensure vendor met or exceeded Northwest Airlines policies, procedures
and standards.

Aircraft Technician (1989- 1992)Eastern Airlines 1968

- 1989

Lead Aircraft Mechanic (1985- 1989)

Aircraft Technician (1968-1985)

.

### DAVID W. NEITHARDT

EXPERIENCE:

2003 -Present 1848 CAPITAL PARTNERS LLC

Founding Partner Miami, FL

 Co -founded and presently co-manage this private equity firm focused on making investments in the middle market, primarily though backing strong management teams in buyout situations or launch mode.

 Since inception, invested and managed over $250 million in personal and investor and portfolio company capital.

 Major businesses include:

 Heartland Food Corp.

– Burger King Franchisee.

 Jet Support Services, Inc.

– Largest independent provider of hourly cost maintenance programs to the business aviation industry.

 Big Apple Entertainment Partners, LLC

– Owner/operator of the Ripley’s Believe It or Not! Attraction in Times Square.

 Brazil Tower Company, LP

– Communications tower developer focused on the rapidly-growing Brazilian communications industry.

2001

- 2003 CLOUD 9 CONSULTING LLC Miami Beach, FL

Managing Member

 Founder and controlling member of hospitality development and restaurant holding company.

 Dolce Vita Gelato Café

– managed the financing, build out and concept development of this original-concept gelato café in Miami Beach; sold minority ownership interest one year after opening.

 Novecento Bistro

–

purchased existing bakery-café to secure prime real estate, arranged financing and managed the conversion/build out of this popular Miami Beach restaurant; sold minority ownership interest.

2000

- 2001 CIRCLE 5 TECHNOLOGY, INC. Miami Beach, FL

President

 Founder and controlling shareholder of software development company focused on the development of information technology solutions for the hospitality industry.

 Responsible for new client development, the formulation of project requirements with clients, strategy formulation and general administration of the business.

1999

- 2000 MAPLEWOOD PARTNERS LP Miami, FL

Associate

 Participated in the start up of this first-time private equity fund focused on middle market buyouts in the southeast U.S.; final closing of $145 million occurred in May 2000.

 Work included due diligence; market research; returns, sensitivity, and add-on acquisition valuation analysis; LBO and merger modeling; coordination of transaction teams; portfolio company monitoring; and preliminary analysis and screening of investment opportunities.

1998

- 1999 GLOBAL ENVIRONMENT FUND LP Washington, DC

Strategy Consultant

 Developed a business plan for this private equity firm’s expansion into the U.S. market.

 Created a financial model to project returns for the Atlantis Water Fund LP, one of the firm’s five private equity

funds.

1997 WILLIAM E. SIMON & SONS Morristown, NJ

Summer Associate, Private Equity Group

 Worked with six professionals in the firm’s Private Equity Group, which manages the equivalent of a $250 million

fund.

 Conducted extensive industry research; created LBO and merger models; performed return, sensitivity and valuation analysis.

 Created a database of business intermediaries to increase deal flow.

SMITH BARNEY INC. Los Angeles, CA

1994

- 1996 Associate, Corporate Finance Division

 One of three analysts promoted to associate firm-wide in 1994.

 Managed equity and debt financing projects in the public and private markets; supported the execution of mergers and acquisitions.

 Represented the firm in due diligence meetings, prospectus drafting sessions and an array of client presentations; created and coordinated the execution of business solicitation presentations.

 Completed a $75 million public equity offering for K2 Corporation, a leading sporting goods manufacturer.

 Executed approximately ten transactions with aggregate dollar proceeds of over $1.5 billion.

### DAVID W. NEITHARDT

1991

- 1994 Financial Analyst, Corporate Finance Division

 Provided quantitative and analytical support for corporate finance transactions.

 Developed complex operational and financial models to determine enterprise valuation and project feasibility.

 Researched companies and their performance relative to their industries.

EDUCATION:

1996

- 1998 THE AMOS TUCK SCHOOL, DARTMOUTH COLLEGE Hanover, NH

Master of Business Administration

 General management curriculum, finance focus.

 Active in Private Equity Club, Finance Club, Intramural Soccer and Rugby.

1987

- 1991 STANFORD UNIVERSITY Palo Alto, CA

Bachelor of Science, Industrial Engineering

 Emphasis on production and operations management, financial decision making, engineering risk analysis and organizational theory.

 Varsity gymnastics team.

OTHER INFORMATION:

 Fluent in Spanish.Eastern Air Lines Group, Inc.

Opening Balance Sheet

($) Opening

Current Assets

Cash on Hand 12,455,000
Restricted Cash (Deposits)

- Restricted Cash (Credit Card Holdback)

-

Total current assets 12,455,000

Fixed Assets 70,000
Intangible Assets 600,000
Financing Fees 925,000

Total Assets 14,050,000

Current Liabilities

Accounts Payable 62,500
Accrued Expenses

- Unearned Passenger Revenue

-
Total current liabilities 62,500

Senior Debt

-
Subordinated Debt

-
Total liabilities 62,500

Equity 15,385,000

Income (Loss) (1,397,500)

Total Equity 13,987,500

Total Liabilities and Equity 14,050,000Start Up Costs2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014January February MarchApril May June JulyAugustSeptemberOctoberNovemberDecemberTotalStart Up SummaryExpenses $1,071,400 $221,400 $221,400 $269,250 $269,250 $269,250 $299,500 $299,500 $299,500 $333,600 $1,126,250 $1,366,900 $6,047,200Deposits etc. $375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $100,000 $100,000 $1,500,000Monthly Total $1,446,400 $246,400 $246,400 $294,250 $644,250 $294,250 $324,500 $324,500 $674,500 $358,600 $1,226,250 $1,466,900 $7,547,200Cumulative Total$1,446,400 $1,692,800 $1,939,200 $2,233,450 $2,877,700 $3,171,950 $3,496,450 $3,820,950 $4,495,450 $4,854,050 $6,080,300 $7,547,200Approximate Start Up ScenarioCEO 1 20000 20000 20000 20000 20000 20000 20000 20000 20000 20000 20000 20000 20000 20000Flight Ops 2 10000 20000 10000 10000 10000 20000 20000 20000 20000 20000 20000 20000 20000 200002 5000 10000 0 0 0 0 5000 5000 5000 10000 10000 10000Maintenance 2 10000 20000 10000 10000 10000 20000 20000 20000 20000 20000 20000 20000 20000 200001 5000 5000 0 0 0 0 5000 5000 5000 5000 5000 5000Marketing 1 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 100001 5000 5000 0 0 5000 5000 5000 5000 5000 5000 5000 5000 5000Ground Ops 1 10000 10000 0 0 10000 10000 10000 10000 10000 10000 10000 10000 100001 5000 5000 0 0 0 0 5000 5000 5000 5000 5000 5000Finance 1 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 100002 5000 10000 0 0 0 0 5000 5000 5000 10000 10000 10000Systems 1 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 100002 5000 10000 0 0 0 0 5000 5000 5000 10000 10000 10000Admin 1 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 100003 5000 15000 0 0 10000 10000 10000 10000 10000 10000 15000 15000 1500022 170000 64000 64000 64000 100000 100000 100000 120000 120000 120000 136000 136000 136000Expenses 20000 5000 5000 5000 10000 10000 10000 15000 15000 15000 20000 20000 20000Office 20000 5000 5000 5000 7500 7500 7500 10000 10000 10000 20000 20000 20000201000 74000 74000 74000 117500 117500 117500 145000 145000 145000 176000 176000 176000Contingency 20000 7400 7400 7400 11750 11750 11750 14500 14500 14500 17600 17600 17600221000 81400 81400 81400 129250 129250 129250 159500 159500 159500 193600 193600 193600 $1,691,250Legal/Professional40000 40000 40000 40000 40000 40000 40000 40000 40000 40000 40000 40000 40000 $480,000DOT Consultants 80000Expenses 20000100000 100000 100000 100000 100000 100000 100000 100000 100000 100000 100000 100000 100000$1,200,000CrewsCaptains 10 8500 85000F/Os 10 6000 60000F/As 40 3000 120000Sked/Dispatch 5 5000 25000Maintanance 5 5000 25000315000252000 252000$504,000Training300000 300000$600,000Training Flights 45 $3,683 $165,750$55,250 $110,500$165,750Aircraft 175000 525000175000 350000$525,000Insurance - Hull 10400 3120010400 20800$31,200Financing Costs 850000 850000TOTAL EXPENSES$1,071,400 $221,400 $221,400 $269,250 $269,250 $269,250 $299,500 $299,500 $299,500 $333,600 $1,126,250 $1,366,900 $6,047,200Aircraft Deposits 6 175000 1050000 350000 350000 350000$1,050,000Other 25000 25000 25000 25000 25000 25000 25000 25000 25000 25000 100000 100000$450,000TOTAL DEPOSITS$375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $100,000 $100,000 $1,500,000$1,446,400 $246,400 $246,400 $294,250 $644,250 $294,250 $324,500 $324,500 $674,500 $358,600 $1,226,250 $1,466,900 $7,547,200Start Up SummaryExpenses $1,071,400 $221,400 $221,400 $269,250 $269,250 $269,250 $299,500 $299,500 $299,500 $333,600 $1,126,250 $1,366,900 $6,047,200Deposits etc. $375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $25,000 $25,000 $375,000 $25,000 $100,000 $100,000 $1,500,000Monthly Total$1,446,400 $246,400 $246,400 $294,250 $644,250 $294,250 $324,500 $324,500 $674,500 $358,600 $1,226,250 $1,466,900 $7,547,200Cumulative Total$1,446,400 $1,692,800 $1,939,200 $2,233,450 $2,877,700 $3,171,950 $3,496,450 $3,820,950 $4,495,450 $4,854,050 $6,080,300 $7,547,200Income Statement2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015AnnualJanuary February March April May June July August September October November DecemberPositioning Block Hours 30 30 30 30 30 30 45 45 45 45 45 45 450Positioning Flights 10 10 10 10 10 10 15 15 15 15 15 15 150Revenue Block Hours 400 400 400 400 400 400 600 600 600 600 600 600 6000Revenue per Block HourTotal Revenue0Start Up Expenses$100,000$100,000 200000Operational ExpensesAircraft$350,000 $350,000 $350,000 $350,000 $350,000 $350,000 $525,000 $525,000 $525,000 $525,000 $525,000 $525,000 5250000Crew$214,000 $214,000 $214,000 $214,000 $214,000 $214,000 $321,000 $321,000 $321,000 $321,000 $321,000 $321,000 3210000Maintenance$300,000 $300,000 $300,000 $300,000 $300,000 $300,000 $450,000 $450,000 $450,000 $450,000 $450,000 $450,000 4500000Insurance$49,200 $49,200 $49,200 $49,200 $49,200 $49,200 $73,800 $73,800 $73,800 $73,800 $73,800 $73,800 738000Positioning - Block Hour$126,240 $126,240 $126,240 $126,240 $126,240 $126,240 $189,360 $189,360 $189,360 $189,360 $189,360 $189,360 1893600Positioning - Flight$10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 150000Corporate$250,000 $250,000 $250,000 $250,000 $250,000 $250,000 $275,000 $275,000 $275,000 $275,000 $275,000 $275,000 3150000Total Expenses$1,299,440 $1,299,440 $1,299,440 $1,299,440 $1,299,440 $1,399,440 $1,849,160 $1,849,160 $1,849,160 $1,849,160 $1,849,160 $1,949,16019091600Pre Interest Profit / LossInterestNet Profit / LossBalance SheetCurrent AssetsCash on Hand6710900Deposits2550000Fixed Assets (EAL Brand)6000009860900LiabilitiesCurrent0Long Term Debt0Common Equity14000000Income/Loss-41388009861200Eastern Air Lines Group, Inc.

Charter Operations

Key Assumptions

Base Miami (MIA)

Funding New Investors (Common) January 1, 2014 $14,000,000

Financing Costs $850,000

EAL Trademark - Asset Purchase $675,000

Start Up Period January 1, 2014

Revenue Operations January 1, 2015

Aircraft Assumptions

Aircraft A 320 Seating Configuration 170 Monthly Lease Rate $175,000

Aircraft Intake

Aircraft 1 November 1, 2014 1

Aircraft 2 December 1, 2014 2

Aircraft 3 July 1, 2015 3

Operational Assumptions Monthly Revenue Flying 200 hours per aircraft Monthly Non Revenue Flying 15 hours per aircraft Average Trip Length (Miles) 1100 statute miles Average Block Time 3 hours per trip

Revenue Assumptions ACMI Block Hour Charge Rate

Cost Assumptions Start Up Costs As Shown on Start Up Page Aircraft Monthly Lease Rate $175,000 per aircraft Cockpit Crew per block hour

Cabin Crew per block hour

Maintenance $750 per block hour

Insurance - Hull $52 per block hour Insurance - Liability $71 per block hour Fuel Consumption 800 gallons per block hour

Fuel Cost $3.50 per gallon Landing - Airport Fees $1,000 per flight Positioning Flights per Block Hour $4,208 Positioning Flights per Flight $1,000 Corporate Overhead $250,000 /mo + $ 25K/mo for each add'l aircraft after 2.