debtors’ motion for entry of an order pursuant to 11 …

Hearing Date: March 7, 2012 at 10:00 a.m. (ET) Objection Deadline: February 29, 2012 at 4:00 p.m. (ET)

K&E 20825559

James H.M. Sprayregen, P.C. Jonathan S. Henes, P.C. Christopher T. Greco KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- Ryan B. Bennett (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

In re: Chapter 11 GLOBAL AVIATION HOLDINGS INC., et al., Case Nos. 12-40783 (CEC) 12-40782 (CEC) 12-40784 (CEC) 12-40785 (CEC) 12-40786 (CEC) 12-40787 (CEC) 12-40788 (CEC) 12-40789 (CEC) 12-40790 (CEC) Debtors. Jointly Administered

DEBTORS’ MOTION FOR ENTRY OF AN ORDER PURSUANT TO 11 U.S.C. §§ 105(a), 363(b), 507(a)(8), AND 541 (I) AUTHORIZING

THE DEBTORS TO PAY TAXES AND FEES AND (II) DIRECTING FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Global Aviation Holdings Inc. (“Global Aviation”) and its debtor affiliates, as debtors

and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),

Case 1-12-40783-cec Doc 74 Filed 02/15/12 Entered 02/15/12 18:35:25

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1240783120215000000000014

Docket #0074 Date Filed: 2/15/2012

2

respectfully represent:

Background

1. The Debtors are leading providers of customized military, cargo, passenger and

commercial charter global air transportation services. Notably, the Debtors are the largest

commercial provider of air transportation for the United States Military. The Debtors operate

their businesses through their two airlines: World Airways, based in Peachtree City, Georgia,

and North American Airlines, based at JFK International Airport in Jamaica, New York. The

Debtors operate a diverse fleet of cargo and passenger aircraft, employ approximately 1,800

employees and have annual revenues of more than $1 billion.

2. Recently, notwithstanding its industry leading position, the Debtors have

encountered various financial and operational hurdles, due in part to a decreased demand for

military cargo and passenger services. In an effort to facilitate a comprehensive restructuring of

the Debtors’ businesses, on February 5, 2012 (the “Commencement Date”), each of the Debtors

commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”). The Debtors are operating their businesses and managing their properties as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’

chapter 11 cases are consolidated for procedural purposes only and are being jointly

administered pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee

or examiner has been made in these chapter 11 cases. On February 13, 2012, the United States

Trustee for Region 2 (the “U.S. Trustee”) appointed the official committee of unsecured

creditors (the “Creditors’ Committee”) and issued the Notice of Appointment of Official

Committee of Unsecured Creditors [Docket No. 65].

3. A detailed description of the Debtors and their businesses, and the facts and


3

circumstances supporting this Application and the Debtors’ chapter 11 cases, are set forth in

greater detail in the Declaration of William A. Garrett, Executive Vice President and Chief

Financial Officer of Global Aviation Holdings Inc., in Support of First Day Pleadings (the “First

Day Declaration”), filed on the Commencement Date [Docket No. 3].

Jurisdiction

4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

5. Venue is proper in this District pursuant to 28 U.S.C. § 1408.

6. The bases for the relief requested herein are sections 105(a), 363(b), 507(a)(8),

and 541 of the Bankruptcy Code, Rule 6003 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) and Rule 9013-1 of the Local Bankruptcy Rules for the Eastern District of

New York (the “Local Rules”).

Relief Requested

7. By this motion, the Debtors request entry of an order, substantially in the form

attached hereto as Exhibit A (the “Order”), authorizing but not directing, the Debtors to pay

certain prepetition sales, use, transportation, excise, immigration, fuel and employment taxes

(collectively, the “Taxes”) as well as prepetition fees for licenses, permits, and other similar

charges and assessments (collectively, the “Fees”) owed to the Authorities (as defined below), as

they arise after the Commencement Date.

8. The Debtors also request that this Court authorize and direct banks and financial

institutions at which the Debtors maintain disbursement and other accounts, at the Debtors’

instruction, to receive, honor, process, and pay, to the extent of funds on deposit, any and all

checks or electronic funds transfers relating to such Taxes and Fees.


4

Basis for Relief

I. The Debtors’ Taxes and Fees

9. In the ordinary course of business, the Debtors: (a) incur and/or collect Taxes;

(b) incur Fees in connection with obtaining licenses and permits necessary to operate their

business; and (c) remit such Taxes and Fees to various taxing, licensing, and other governmental

authorities (collectively, the “Authorities”). A list of the Authorities is attached hereto as

Exhibit B.1

10. The Debtors pay the Taxes and Fees monthly, quarterly, or annually in each case

as required by applicable laws and regulations. The Taxes and Fees generally fall into the

following categories: Transportation Taxes, Airport Fees and Passenger Charges, Fuel Taxes,

Property Taxes, Certain State and Local Income Taxes, Other Franchise Taxes, License and

Permit Fees, and Other Taxes (each as defined and described below).2

A. Transportation Taxes

11. Pursuant to sections 4261 and 4271 of the Internal Revenue Code, the Debtors are

responsible for the collection and/or payment of taxes related to air transportation (the

“Transportation Taxes”). I.R.C. §§ 4261, 4271. Transportation Taxes generally include (i) a

7.5% excise tax on the sale of each air travel passenger ticket (the “Ticket Tax”), (ii) and excise

tax of approximately $16.70 in connection with any travel beginning or ending in the United

1 Although Exhibit B is intended to include all Authorities, the Debtors may have inadvertently omitted certain

Authorities. The relief requested is intended to apply to all Authorities, whether or not such Authorities are listed on Exhibit B.

2 These categories are not meant to be exclusive and the Taxes and Fees may encompass other similar obligations as well. In addition, By this Motion, the Debtors are not seeking authority to pay (i) employee withholding taxes, which are being requested to be paid pursuant to a separate motion seeking payment of employee wages and other benefits, (ii) taxes owed to foreign taxing authorities, which are being requested to be paid pursuant to a separate motion seeking payment of obligations to foreign creditors, or (iii) income taxes, other than Certain State and Local Income Taxes (as hereinafter defined).


5

States ($8.40 for Alaska or Hawaii) to or from an international location or $8.40 from Alaska or

Hawaii that is not subject to the Ticket Tax (the “International Facilities Tax”), (iii) an

approximately $3.80 segment fee for each domestic segment of paid travel (the “Segment Fee”),

and (iv) a 6.25% excise tax on the amount paid for the transportation of property by air which

begins and ends in the United States (the “Freight Tax”).

12. The Debtors generally remit the Transportation Taxes to the Internal Revenue

Service (the “IRS”) twice per month. As of the Commencement Date, the Debtors estimate that

a total of approximately $75,000 in prepetition amounts remain outstanding with respect to

Transportation Taxes. Therefore, the Debtors request the authority pursuant to the Order to pay

all prepetition and pospetition Transportation Taxes in the ordinary course of business, as they

become due.

B. Airport Fees and Passenger Charges

13. The Debtors are also responsible for the collection and/or payment of various

taxes related to customs, immigration, passenger services, and security including, without

limitation, fees for inspection of international passengers, baggage, and cargo (collectively, the

“Airport Fees and Passenger Charges”).

14. Pursuant to section 58c of title 19 of the United States Code, certain air carriers

are required to collect and/or pay a $5.00 fee for each of their passengers entering the United

States (the “Customs Fees”). 19 U.S.C. § 58(c)(a)(5)(A). The entity that sells a ticket to an

international traveler, in this case the Debtors, collects the Customs Fees at the time the ticket is

issued. The Customs Fees must be remitted to the United States Customs and Border Protection

Revenue Division (“U.S. Customs”) within 31 days after the close of the calendar quarter in

which the fees were collected.


6

15. Section 1356 of title 8 of the United States Code also requires commercial air

carriers to collect and/or pay a $7.00 immigration inspection fee from each passenger arriving in

the United States (the “Immigration Fees”). 8 U.S.C. § 1356. The Immigration Fees are

generally remitted to the U.S. Customs within 31 days after the close of the calendar quarter in

which the fees were collected.

16. In compliance with regulations promulgated by the Secretary of Agriculture, the

Debtors also collect and/or pay fees for inspection services provided by the Animal and Plant

Health Inspection Services at international arrival ports (the “APHIS Fees”). 7 C.F.R. §

354.3(f); 21 U.S.C. § 136a. The APHIS Fees are $5.50 per passenger. The APHIS Fees must be

remitted to the United States Department of Agriculture within 31 days after the close of the

calendar quarter in which the APHIS fees were collected.

17. Title 7 CFR 354.3(e) requires the Debtors to remit an aircraft inspection fee for

each of its commercial aircraft which arrives from an international location (the “APHIS

Aircraft Clearance Fees”). The APHIS Aircraft Clearance Fees are $70.75 per aircraft and must

be remitted to the United States Department of Agriculture within 31 days after the close of the

calendar quarter in which the flights occurred.

18. Under section 40117 of title 49 of the United States Code and part 158 of title 14

of the Code of Federal Regulations, the Debtors are required to collect and/or pay fees from their

passengers charged by any public agency that controls a commercial airport (generally a state or

municipal entity) for the use and maintenance of general passenger facilities (the “Passenger

Facility Charges”). 49 U.S.C. § 40117, C.F.R. Part 158. The Passenger Facility Charges must

be remitted to the appropriate governmental airport Authority by the last day of the month in

which the ticket is sold.


7

19. Pursuant to the Aviation and Transportation Security Act, the Debtors also collect

and/or pay fees related to security services (the “Security Service Fees”). 49 U.S.C. § 44940.

The Security Service Fees may not exceed $2.50 per flight segment or $5.00 per one-way trip.

The Security Service Fees must be remitted to the Transportation Security Administration (the

“TSA”) on or before the last business day of the month following the month in which a ticket is

sold.

20. In addition, the Aviation and Transportation Security Act also requires the

Debtors to pay monthly fees related to security services to the extent the Security Services Fees

collected from the passengers are insufficient to cover the cost of providing civil aviation

security services (the “Aviation Security Infrastructure Fee”). 49 U.S.C. §.44940. The

Aviation Security Infrastructure Fee must be remitted to the TSA on or before the last business

day of the month, for the preceding month.

21. In many cases, the obligation to pay Airport Fees and Passenger Charges are

assured by a cash deposit, a surety bond, or s standby letter of credit. The surety bonds are often

secured by a letter of credit and the letters of credit are often secured by cash deposits. Similarly,

certain obligations of the United States Customs (“U.S. Customs”) authorities are bonded or

secured by letters of credit. Therefore, the secured airport authorities and U.S. Customs

authorities will ultimately be paid notwithstanding a debtors’ bankruptcy, and one claim (of the

airport authority or U.S. Customs) simply will be exchanged for another claim (of the letter of

credit issuer or bonding company).

22. As of the Commencement Date, the Debtors estimate that a total of approximately

$250,000 in prepetition amounts remain outstanding with respect to Airport Fees and Passenger

Charges. Therefore, the Debtors request the authority pursuant to the Order to pay all prepetition


8

and pospetition Airport Fees and Passenger Charges in the ordinary course of business, as they

become due.

C. Fuel Taxes

23. The Internal Revenue Code imposes excise taxes on the purchase of diesel fuel,

gasoline, and aviation fuels (collectively, the “Fuel Taxes”). I.R.C. §§ 4041(a)(1) and 4081.

The Fuel Taxes must be remitted to the IRS on a periodic basis. The Debtors believe they are

current with respect to Fuel Taxes, and request the authority pursuant to the Order to continue to

pay Fuel Taxes in the ordinary course of business, as they become due.

D. Property Taxes

24. In limited locations, the Debtors own or lease real property and personal property

that are subject to state and local real and personal property taxes (the “Real Property Taxes”

and the “Personal Property Taxes,” respectively, and collectively, the “Property Taxes”). Real

Property Taxes normally accrue on an annualized basis. The Debtors typically pay Real

Property Taxes on their leased property as a form of rent, in accordance with the terms of the

lease. Depending on the state where the property is located, Real Property Taxes are either paid

annually, semi-annually, or quarterly. Real Property Taxes almost always create a lien or a

security interest in the taxed property. Personal Property Taxes are usually paid on an annual

basis, and certain jurisdictions place a lien for Personal Property Taxes upon the property so

taxed. While the Debtors believe they have incurred certain Property Taxes prepetition, they

expect these amounts to be de minimus and have yet to receive any invoices for payment.

Therefore, the Debtors request the authority pursuant to the Order to pay all prepetition and

pospetition Property Taxes in the ordinary course of business, as they become due.

E. Certain State and Local Income Taxes

25. Under certain applicable laws, state or local Authorities, or both, levy taxes based


9

on the Debtors’ income (the “State and Local Income Taxes”). In certain states, state and local

Authorities are entitled to statutory liens on the Debtors’ property located in, or subject to tax, in

the respective state if these income taxes are not paid. Moreover, in certain states, the Debtors’

directors and officers have personal liability for failure to timely pay these taxes. The Debtors

believe they are current with respect to State and Local Income Taxes, and request the authority

pursuant to the Order to continue to pay State and Local Income Taxes in the ordinary course of

business, as they become due.

F. Other Franchise Taxes

26. The Debtors are also required to pay certain franchise taxes (other than franchise

taxes imposed on net income or gross receipt) (the “Other Franchise Taxes”), which are

generally assessed by state and local Authorities for the privilege of doing business within a

particular jurisdiction. The Other Franchise Taxes for which the Debtors are liable are usually

collected either as a tax on capital stock of the Debtors or as a fee. Other Franchise Taxes are

generally paid to the Authority annually. As of the Commencement Date, the Debtors estimate

that a total of approximately $23,000 in prepetition amounts remain outstanding with respect to

Other Franchise Taxes. Therefore, the Debtors request the authority pursuant to the Order to pay

all prepetition and pospetition Other Franchise Taxes in the ordinary course of business, as they

become due.

G. License and Permit Fees

27. Local governments sometimes require the Debtors to obtain a business license

and pay fees associated with the obtaining and renewal of a business license. To obtain business

licenses and permits, payment of a fee is usually required (the “License and Permit Fees”). The

way in which the License and Permit Fees are computed varies according to the tax law of the

applicable jurisdiction. License and Permit Fees are paid on an as needed basis. As of the


10

Commencement Date, the Debtors estimate that a total of approximately $2,000 in prepetition

amounts remain outstanding with respect to License and Permit Fees. Therefore, the Debtors

request the authority pursuant to the Order to pay all prepetition and pospetition License and

Permit Fees in the ordinary course of business, as they become due.

H. Other Taxes

28. In addition to the foregoing taxes, charges, and fees, the Debtors collect,

withhold, or incur various other taxes, fees, and charges, including, but not limited to, backup

withholding under 3406 of the Internal Revenue Code, withholding on certain payments to

foreign persons, state and local taxes imposed on overall gross receipts, general sales and use

taxes, state and local fuel excise taxes, liquor license fees, and other federal, state or local taxes,

charges, and fees for which an officer, director or employee of the Debtors could have personal

liability (including without limitation, any amounts required to be withheld or collected under

applicable law) (collectively, “Other Taxes”). The Debtors are required to remit or pay Other

Taxes to the applicable Authorities on a periodic basis. The Debtors believe they are current

with respect to Other Taxes, and request the authority pursuant to the Order to continue to pay

Other Taxes in the ordinary course of business, as they become due.

Supporting Authority

29. There are several bases for granting the relief requested in the Motion: (a) certain

of the Taxes and Fees are not property of the Debtors’ estates pursuant to section 541(d) of the

Bankruptcy Code; (b) portions of the Taxes and Fees may be entitled to priority status pursuant

to section 507(a)(8) of the Bankruptcy Code; (c) governmental entities may sue the Debtors’

directors and officers for unpaid Taxes and Fees, and thus distract the Debtors’ directors and

officers from the Debtors’ reorganization efforts; and (d) the Bankruptcy Code and applicable


11

case law give the Debtors authority to remit payment on account of such Taxes and Fees in the

ordinary course of business under the “doctrine of necessity.”

I. Certain of the Taxes and Fees May Not Be Property of the Debtors’ Estates

30. Section 541(d) of the Bankruptcy Code provides, in relevant part:

Property in which the debtor holds, as of the commencement of the case, only legal title and not an equitable interest . . . becomes property of the estate under subsection (a)(1) or (a)(2) of this section only to the extent of the [D]ebtors’ legal title to such property, but not to the extent of any equitable interest in such property that the debtor does not hold.

11 U.S.C. § 541(d). The Debtors’ sales and use Taxes and certain other Taxes and Fees likely

constitute “trust fund” taxes, which are required to be collected from customers and held in trust

for payment to the Authorities. See, e.g., Begier v. Internal Revenue Serv., 496 U.S. 53, 57–60

(1990) (holding that any prepetition payment of trust fund taxes is not an avoidable preference

since funds are not the debtor’s property); Shank v. Wash. State Dep’t of Revenue, Excise Tax

Div. (In re Shank), 792 F.2d 829, 833 (9th Cir. 1986) (holding that sales tax required by state law

to be collected by sellers from their customers is a “trust fund” tax and not released by

bankruptcy discharge); DeChiaro v. N.Y. State Tax Comm’n, 760 F.2d 432, 435–36 (2d Cir.

1985) (same); DuCharmes & Co., Inc. v. Michigan, 852 F.2d 194 (6th Cir. 1988) (per curiam); In

re Maranatha Trucking Co., Case No. 587-1438, 1988 WL 212742, at *2 (Bankr. N.D. Ohio

Dec. 22, 1988); In re Shreve Steel Erection, Inc., 92 B.R. 214 (Bankr. W.D. Mich. 1988). To the

extent these “trust fund” taxes are collected, they are not property of the Debtors’ estates under

section 541(d) of the Bankruptcy Code. See In re Am. Int’l Airways, Inc., 70 B.R. 102, 104–105

(Bankr. E.D. Pa. 1987). The Debtors, therefore, do not have an equitable interest in certain of

the Taxes or Fees and should be permitted to pay them to the Authorities as they become due.


12

II. Portions of the Taxes and Fees May Be Entitled to Priority Status Pursuant to Section 507(a)(8) of the Bankruptcy Code

31. Claims for some of the Taxes and Fees are or may be priority claims entitled to

payment prior to general unsecured creditors. See 11 U.S.C. § 507(a)(8). These include

unsecured claims of governmental units for a tax on or measured by income or gross receipts for

a taxable year ending on or before the Commencement Date (11 U.S.C. § 507(a)(8)(A)), a

property tax incurred before the Commencement Date and last payable without penalty after one

year before the Commencement Date (11 U.S.C. § 507(a)(8)(B)), a tax required to be collected

or withheld and for which the debtor is liable in whatever capacity (11 U.S.C. § 507(a)(8)(C)),

and, under certain circumstances, an employment tax on wages, salaries or commissions (11

U.S.C. § 507(a)(8)(D)). Obligations labeled as “fees” or “charges” may also be entitled to

priority status as taxes. 11 U.S.C. § 507(a)(8). A fee or charge is a tax if it is an involuntary

pecuniary burden: (i) laid upon the individual or property; (ii) imposed by, or under authority of

the legislature; (iii) assumed for the public purposes, including the purposes of defraying

expenses of government undertakings authorized by it; and (iv) assessed under the police or

taxing power of the state. See LTV Steel Co., Inc. v. Shalala (In re Chateaugay Corp.), 54 F.3d

478, 498 (2d Cir. 1995). Here, all or substantially all of the prepretion Taxes and Fees are

involuntary pecuniary burdens imposed by the authority of a federal, state or local legislature

under its policing power. The prepetition Taxes and Fees are used for, among other things,

maintaining passenger facilities at airports, paying the cost of airport security, and monitoring

immigrations and customs, all for the benefit of the general public.

32. Regardless of their statutory characterization as “fees” or “charges,” many, if not

all, of the prepetition Taxes and Fees qualify for priority under section 507(a)(8) of the

Bankruptcy Code. Thus, payment of certain of the Taxes and Fees likely will give the


13

Authorities no more than that to which they otherwise would be entitled under a chapter 11 plan

and will save the Debtors the potential interest expense, legal expense, and penalties that

otherwise might accrue on the Taxes and Fees during these chapter 11 cases. Moreover, to the

extent that the Taxes and Fees are entitled to priority treatment under section 507(a)(8)(B) of the

Bankruptcy Code, the governmental units also may attempt to assess interest and penalties. See

11 U.S.C. § 507(a)(8)(G) (granting eighth priority status to “a penalty related to a claim of a kind

specified in this paragraph and in compensation for actual pecuniary loss”). Thus, to the extent

any Taxes and Fees are outstanding, the payment of certain Taxes and Fees at this time would

affect only the timing of payment and, therefore, should not unduly prejudice the rights of other

creditors.

III. Payment of the Taxes and Fees Will Avoid Unnecessary Distractions in These Chapter 11 Cases

33. Certain Authorities may impose personal liability on the Debtors’ directors and

officers to the extent the Debtors fail to meet their obligations to remit prepetition Taxes and

Fees, including, notably for sales and use Taxes, even if the failure to pay such Taxes and Fees

was not a result of any malfeasance on the Debtors’ part. In addition, the Debtors’ failure to pay

certain Taxes and Fees could cause some states to challenge the Debtors’ rights to operate within

such states’ jurisdictions. Addressing any subsequent action taken by such states would be

costly and administratively burdensome for the Debtors’ management during these chapter 11

cases and would be an unnecessary distraction for the Debtors, the named officers and directors

and, this Court, which could be asked to entertain various motions seeking injunctions with

respect to the potential state and federal court actions. See, e.g., I.R.C. § 6672 (personal liability

in connection with non-payment of Transportation Taxes); 21 U.S.C. § 136(a)(e) (personal

liability in connection with non-payment of APHIS Fees); I.R.C. § 4301 (personal liability in


14

connection with Fuel Taxes). Therefore, it is in the best interest of the Debtors’ estates and the

Debtors’ prospects for reorganization to eliminate the possibility of the foregoing distractions.

IV. Interests and Penalties May Accrue on Certain Unpaid Property Taxes

34. Pursuant to applicable state law, the obligation to pay real property taxes, and,

depending on the jurisdiction, personal property taxes, is generally secured by a lien on the

property for which these taxes are incurred. See, e.g., Conseco Fin. Servicing Corp. v. J & J

Mobile Homes, Inc., 120 S.W. 3d 878, 881 (“[O]n January 1 of each year, a tax lien attaches to

property to secure the payment of all taxes imposed for the year . . . .”); James T. Bush Constr.

Co., Inc. v. Patel, 21 Va. Cir. 353, 357 (Va. Cir. Ct. 1990) (noting that the city’s liens for real

property taxes commenced in the years during which the taxes were assessed); In re Helms, 284

S.E. 2d 553, 554 (N.C. Ct. App. 1981) (noting that liens attached to real property where real

property taxes were past due).

35. Section 506(b) of the Bankruptcy Code provides that:

To the extent that an allowed secured claim is secured by property the value of which, after any recovery under subsection (c) of this section, is greater than the amount of such claim, there shall be allowed to the holder of such claim, interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement or State statute under which such claim arose.

11 U.S.C. § 506(b). Thus, with respect to certain of the Debtors’ Property Taxes, interest, and

potentially penalties, assessed on Property Taxes due under state law likely will continue to

accrue even after the Commencement Date. See U.S. v. Ron Pair Enterprises, Inc., 489 U.S.

235, 238-49 (1989) (holding that section 506(b) entitled a creditor to receive post-petition

interest on a nonconsensual oversecured claim allowed in a bankruptcy case). In addition, as

long as the Property Taxes remain outstanding, these secured claims will continue to accrue

interest, and this amount will be included in the secured claim of each Authority. Because of the


15

interest and penalties that will accrue on the Property Taxes if they are not paid by the due date,

the Debtors believe that paying the Property Taxes as requested in this Motion will conserve

resources of the Debtors’ estates and is clearly in the best interests of the Debtors’ estates and

creditors.

V. Ample Authority Exists to Support Payment of the Taxes and Fees under the “Doctrine of Necessity”

36. Courts generally acknowledge that it is appropriate to authorize the payment (or

other special treatment) of prepetition obligations in appropriate circumstances. See, e.g., In re

Ionosphere Clubs, Inc., 98 B.R. 174-75 (Bankr. S.D.N.Y. 1989) (granting authority to pay

prepetition wages); see also Armstrong World Indus., Inc. v. James A. Phillips, Inc., (In re James

A. Phillips, Inc.), 29 B.R. 391, 398 (S.D.N.Y. 1983) (granting authority to pay prepetition claims

of suppliers who were potential lien claimants). As set forth herein, in authorizing payments of

certain prepetition obligations, courts have relied on several legal theories, rooted in sections

1107(a), 1108, 363(b), and 105(a) of the Bankruptcy Code.

37. Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, debtors in

possession are fiduciaries “holding the bankruptcy estate[s] and operating the business[es] for the

benefit of [their] creditors and (if the value justifies) equity owners.” In re CoServ, L.L.C.,

273 B.R. 487, 497 (Bankr. N.D. Tex. 2002). Implicit in the fiduciary duties of any debtor in

possession is the obligation to “protect and preserve the estate, including an operating business’s

going-concern value.” Id. Some courts have noted that there are instances in which a debtor can

fulfill this fiduciary duty “only . . . by the preplan satisfaction of a prepetition claim.” Id. The

CoServ court specifically noted that the preplan satisfaction of prepetition claims would be a

valid exercise of the debtor’s fiduciary duty when the payment “is the only means to effect a

substantial enhancement of the estate . . . .” Id.


16

38. Consistent with a debtor’s fiduciary duties, courts have also authorized payment

of prepetition obligations under section 363(b) of the Bankruptcy Code where a sound business

purpose exists for doing so. See, e.g., Ionosphere Clubs, 98 B.R. at 175 (discussing prior order

authorizing payment of prepetition wage claims pursuant to section 363(b) of the Bankruptcy

Code; relief appropriate where payment was needed to “preserve and protect its business and

ultimately reorganize, retain its currently working employees and maintain positive employee

morale.”); see also Armstrong, 29 B.R. at 397 (relying on section 363 of the Bankruptcy Code to

allow contractor to pay prepetition claims of suppliers who were potential lien claimants because

the payments were necessary for general contractors to release funds owed to debtors).

Specifically, the business judgment standard requires that a debtor “articulate some business

justification, other than mere appeasement of major creditors.” Ionosphere Clubs, 98 B.R. at

175.3

39. Further, section 105(a) of the Bankruptcy Code empowers the Court to “issue any

order, process, or judgment that is necessary or appropriate to carr out the provisions of” the

Bankruptcy Code. 11 U.S.C. § 105(a); see Schwartz v. Aquatic Dev. Group. Inc. (In re Aquatic

Dev. Group, Inc.), 353 F.3d 671, 680 (2d Cir. 2003) (“it is axiomatic that bankruptcy courts are

‘courts of equity, empowered to invoke equitable principles to achieve fairness and justice in the

3 Courts have also authorized payment of prepetition claims in appropriate circumstances pursuant to section

105(a) of the Bankruptcy Code. Section 105(a) of the Bankruptcy Code, which codifies the inherent equitable powers of the bankruptcy court, empowers the bankruptcy court to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Under section 105(a), courts may permit preplan payments of prepetition obligations when such payments are essential to the continued operation of the debtor’s business and, in particular, where nonpayment of a prepetition obligation would trigger a withholding of goods or services essential to the debtors’ business reorganization plan. See In re UNR Indus., 143 B.R. 506, 520 (Bankr. N.D. Ill. 1992) (permitting the debtor to pay prepetition claims of suppliers or employees whose continued cooperation is essential to the debtors’ successful reorganization); Ionosphere Clubs, 98 B.R. at 177 (finding that section 105 empowers bankruptcy courts to authorize payment of prepetition debt when such payment is needed to facilitate the rehabilitation of the debtor).


17

reorganization process’”) (quoting In re Momentum Mfg. Corp., 25 F.3d 1132, 1136 (2d Cir.

1994)).

40. The “doctrine of necessity” or the “necessity of payment” rule originated in

railway cases and was first articulated in Miltenberger v. Logansport, C. & S.W.R. Co., 106 U.S.

286 (1882). The doctrine was expanded to non-railroad debtors in the mid-century, see Dudley

v. Mealey, 147 F.2d 268, 271 (2d Cir. 1945) (holding, in a hotel reorganization case, that the

court was not “helpless” to apply the rule to supply creditors of non-railroad debtors where the

alternative was the cessation of operations) and has long been recognized as precedent within the

Second Circuit. See Ionosphere Clubs, 98 B.R. at 175-76.

41. Today, the rationale for the necessity of payment rule — the rehabilitation of a

debtor in reorganization cases — is “the paramount policy and goal of Chapter 11.” Id.; see also

Mich. Bureau of Workers’ Disability Comp. v. Chateaugay Corp. (In re Chateaugay Corp.), 80

B.R. 279, 287 (S.D.N.Y. 1987) (authorizing payment of prepetition worker’s compensation

claims on grounds that the fundamental purpose of reorganization and equity powers of

bankruptcy courts “is to create a flexible mechanism that will permit the greatest likelihood of

survival of the debtor and payment of creditors in full or at least proportionately”); In re Just For

Feet, 242 B.R. 821, 826 (Bankr. D. Del 1999) (finding that payment of prepetition claims to

certain trade vendors was “essential to the survival of the debtor during the chapter 11

reorganization”); In re Quality Interiors, Inc., 127 B.R. 391, 396 (Bankr. N.D. Ohio 1991)

(“[P]ayment by a debtor-in-possession of pre-petition claims outside of a confirmed plan of

reorganization is generally prohibited by the Bankruptcy Code”, but “[a] general practice has

developed . . . where bankruptcy courts permit the payment of certain pre-petition claims,

pursuant to 11 U.S.C. § 105, where the debtor will be unable to reorganize without such


18

payment”); In re Eagle-Picher Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991)

(approving payment of prepetition unsecured claims of tool makers as “necessary to avert a

serious threat to the Chapter 11 process”); Burchinal v. Cent. Wash. Bank (In re Adams Apple,

Inc.), 829 F.2d 1484, 1490 (9th Cir. 1987) (recognizing that allowance of “unequal treatment of

pre-petition debts when necessary for rehabilitation . . .” is appropriate); Collier on Bankruptcy

P 105.02[4][a] (Alan N. Resnick & Henry J. Sommer eds., 16th ed. rev.) (discussing cases in

which courts have relied on the “doctrine of necessity” or the “necessity of payment” rule to pay

prepetition claims immediately).

42. Courts in this jurisdiction have granted relief similar to that requested herein. See,

e.g., In re The Brown Publishing Co., Case No. 10-73295 (DTE) (Bankr. E.D.N.Y. July 23,

2010); In re Brunswick Hospital Ctr. Inc., Case No. 05-88168 (MC) (Bankr. E.D.N.Y. Oct. 13,

2005); In re Norstan Apparel Shop, Inc., Case No. 05-15265 (CEC) (Bankr. E.D.N.Y. May 5,

2005). In addition, other courts in this circuit have routinely granted similar relief. See, e.g., In

re Sbarro, Inc., Case No. 11-11527 (Bankr. S.D.N.Y. Apr. 5, 2011); In re Great Atl. & Pac. Tea

Co., Case No. 10-24549 (Bankr. S.D.N.Y. Jan. 12, 2011); In re InSight Health Servs. Holdings

Corp., 10-16564 (Bankr. S.D.N.Y. Jan. 4, 2011); In re Blockbuster, Inc., Case No. 10-14997

(Bankr. S.D.N.Y. Oct. 20, 2010); In re Innkeepers USA Trust, Case No. 10-13800 (Bankr.

S.D.N.Y. Aug. 12, 2010); In re NR Liquidation III Co. (f/k/a Neff Corp.), Case No. 10-12610

(Bankr. S.D.N.Y. June 9, 2010).4

VI. Cause Exists to Authorize the Debtors’ Financial Institutions to Honor Checks and Electronic Fund Transfers

43. The Debtors have sufficient funds to pay the amounts described herein in the

4 Because of the voluminous nature of the orders cited herein, such orders are not attached to the motion. Copies

of these orders are available upon request of the Debtors’ counsel.


19

ordinary course of business by virtue of expected cash flows from ongoing business operations

and anticipated access to cash collateral. Also, under the Debtors’ existing cash management

system, the Debtors can readily identify checks or wire transfer requests as relating to an

authorized payment in respect of the Taxes and Fees. Accordingly, the Debtors believe that

checks or wire transfer requests, other than those relating to authorized payments, will not be

honored inadvertently and that this Court should authorize all applicable financial institutions,

when requested by the Debtors, to receive, process, honor and pay any and all checks or wire

transfer requests in respect of the relief requested herein.

Motion Practice

44. This motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this

motion. Moreover, in addition to all entities otherwise entitled to receive notice, the Debtors

have given notice of this motion to all entities believed to have or be claiming an interest in the

subject matter of the proposed order or who, it is believed, otherwise would be affected by the

proposed order. Accordingly, the Debtors submit that this motion satisfies Local Rule 9013-1.

The Debtors’ Reservation of Rights

45. Nothing contained herein is intended or should be construed as an admission as to

the validity or priority of any claim against the Debtors, a waiver of the Debtors’ rights to dispute

any claim or an approval or assumption of any agreement, agreement, contract, or lease under

section 365 of the Bankruptcy Code. The Debtors expressly reserve their rights to contest any

claim. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the

Court’s order is not intended and should not be construed as an admission as to the validity or

priority of any claim or a waiver of the Debtors’ rights to subsequently dispute such claim.


20

Notice

46. The Debtors have provided notice of this motion to: (a) the U.S. Trustee; (b) the

entities listed on the Consolidated List of Creditors Holding the 30 Largest Unsecured Claims

filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the Creditors’ Committee; (d) the

indenture trustee for the first lien noteholders; (e) counsel to the ad hoc committee of first lien

noteholders; (f) counsel to the holder of the second lien term loan; (g) counsel to the prepetition

equityholders; (h) the International Brotherhood of Teamsters; (i) the Airline Pilots Association;

(j) The Transport Workers Union of America AFL-CIO; (k) the New York Department of

Taxation and Finance; (l) the New York City Department of Finance; (m) the United States

Attorney for the Eastern District of New York; (n) the Internal Revenue Service; and (o) the

Securities and Exchange Commission. In light of the nature of the relief requested, the Debtors

respectfully submit that no further notice is necessary.

No Prior Request

47. No prior motion for the relief requested herein has been made to this or any other

court.

[Remainder of page intentionally left blank.]


21

WHEREFORE, for the reasons set forth herein and the First Day Declaration, the

Debtors respectfully request entry of the Order granting the relief requested herein and such

other relief as may be appropriate under the circumstances.

Brooklyn, New York /s/ Jonathan S. Henes, P.C. Dated: February 15, 2012 James H.M. Sprayregen, P.C.

Jonathan S. Henes, P.C. Christopher T. Greco

KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

-and-

Ryan B. Bennett (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors

and Debtors in Possession


Exhibit A

Proposed Order


Hearing Date: March 7, 2012 at 10:00 a.m. (ET) Objection Deadline: February 29, 2012 at 4:00 p.m. (ET)

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

In re: Chapter 11 GLOBAL AVIATION HOLDINGS INC., et al., Case Nos. 12-40783 (CEC) 12-40782 (CEC) 12-40784 (CEC) 12-40785 (CEC) 12-40786 (CEC) 12-40787 (CEC) 12-40788 (CEC) 12-40789 (CEC) 12-40790 (CEC) Debtors. Jointly Administered

ORDER PURSUANT TO 11 U.S.C. §§ 105(a), 363(b), 507(a)(8), AND 541 (I) AUTHORIZING THE DEBTORS

TO (I) PAY PREPETITION TAXES AND FEES AND (II) DIRECT FINANCIAL INSTITUTIONS TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

Upon the motion (the “Motion”)1 of the Debtors for entry of an order (this “Order”)

pursuant to sections 105(a), 363(b), 507(a)(8), and 541 of the Bankruptcy Code, Bankruptcy

Rule 6003, and Local Rule 9013, (a) authorizing but not directing the Debtors to pay certain

Taxes and Fees in the ordinary course of business, as they arise and (b) authorizing and directing

financial institutions to receive, process, honor, and pay checks presented for payment and

electronic payment requests relating to the foregoing, all as more fully described in the Motion;

and the Court having jurisdiction to consider the Motion and the relief requested therein in

accordance with 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief

requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue being

proper in this District pursuant to 28 U.S.C. § 1408; and due and proper notice of the Motion

1 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.


2

being adequate and appropriate under the particular circumstances; and a hearing having been

held to consider the relief requested in the Motion (the “Hearing”); and upon consideration of

the First Day Declaration, the record of the Hearing and all proceedings had before the Court;

and the Court having found and determined that the relief sought in the Motion is in the best

interests of the Debtors’ estates, their creditors, and other parties in interest, and that the legal

and factual bases set forth in the Motion establish just cause for the relief granted herein; and any

objections to the requested relief having been withdrawn or overruled on the merits; and after

due deliberation and sufficient cause appearing therefor, it is hereby ORDERED:

1. The Motion is granted to the extent set forth herein.

2. The Debtors are authorized, but not required, to pay and remit prepetition Taxes

or Fees to various Authorities, in an amount not to exceed $350,000.

3. The Debtors are authorized, but not required, pay and remit all postpetition Taxes

and Fees, in their sole discretion, in the ordinary course of business as they become due.

4. Notwithstanding the relief granted herein and any actions taken hereunder,

nothing contained in this Order or any payment made pursuant to this Order shall constitute, nor

is it intended to constitute, an admission as to the validity or priority of any claim against the

Debtors, a waiver of the Debtors’ rights to subsequently dispute such claim or the assumption or

adoption of any agreement, contract or lease under section 365 of the Bankruptcy Code.

5. The banks and financial institutions on which checks were drawn or electronic

payment requests made in payment of the prepetition obligations approved herein are authorized

and directed to receive, process, honor, and pay all such checks and electronic payment requests

when presented for payment, and all such banks and financial institutions are authorized to rely

on the Debtors’ designation of any particular check or electronic payment request as being


3

approved by this Order.

6. Notwithstanding anything to the contrary contained herein, any payment to be

made, or authorization contained hereunder, shall be subject to the requirements imposed on the

Debtors under any approved debtor-in-possession financing facility, or any order regarding the

use of cash collateral.

7. Notice of the Motion as provided therein shall be deemed good and sufficient

notice of such motion and the requirements of the Bankruptcy Rules and the Local Rules are

satisfied by such notice.

8. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

9. To the extent that this Order is inconsistent with any prior order or pleading with

respect to the Motion in these cases, the terms of this Order shall govern.

10. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

11. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.


Exhibit B

Taxing Authorities

Taxing Authority Address City State ZIP Global Aviation Holdings, Inc.

CITY OF PEACHTREE CITY 350 S. HWY 74 PEACHTREE CITY GA 30269

ARIZONA DEPT OF REVENUE PO BOX 29079 PHOENIX AZ 85038-9079

COMPTROLLER OF PUBLIC ACCOUNTS PO BOX 149359 AUSTIN TX 78714-9359

ILLINOIS DEPARTMENT OF REVENUE PO BOX 19045 SPRINGFIELD IL 62794-9045

INTERNAL REVENUE SERVICE PO. BOX 7604 WASHINGTON DC 20024

UNITED STATES TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0009

GEORGIA DEPT OF REVENUE PO BOX 740387 ATLANTA GA 30374-0387

Global Shared Services NYS CORP TAX PO BOX 4136 BINGHAMTON NY 13902-4136

NYC DEPT OF FINANCE PO BOX 5070 KINGSTON NY 12402-5070

GEORGIA DEPT OF REVENUE PO BOX 105296 ATLANTA GA 30348-5296

FLORIDA DEPT OF REVENUE 5050 W TENNESSEE STREET TALLAHASSEE FL 32399-0120

NY STATE CORPORATION TAX PO BOX 4136 BINGHAMTON NY 13902-4136

World Airways STATE OF ALASKA - ANCHORAGE INT'L AIRPORT

P.O. BOX 196960 ACCTG SECTION ANCHORAGE AK 99519-6960

GA SUPERIOR COURT CLERK'S - COOPERATIVE AUTHORITY

NOTARY DIVISION ATLANTA GA 30345

DEPARTMENT OF STATE - DIVISION OF CORPORATIONS

99 WASHINGTON AVE ALBANY NY 12231-0001


2

Taxing Authority Address City State ZIP COMPTROLLER OF MARYLAND - REVENUE ADMINISTRATION DIVISION

80 CALVERT STREET ANNAPOLIS MD 21411-0001

GEORGIA SECRETARY OF STATE-GA - ELECTIONS DIVISION

2 MLK DR SE STE 1104 ATLANTA GA 30334

UNITED STATES TREASURY - INTERNAL REVENUE SERVICE

PO BOX 71052 PHILADELPHIA PA 19176-6052

SANDIE ARNOTT - TAX COLLECTOR 1ST FLOOR REDWOOD CITY CA 94063 CALIFORNIA STATE CONTROLLER'S OFFICE - UNCLAIMED PROPERTY DIVISION

PO BOX 942850 SACRAMENTO CA 94250

TREASURER OF VIRGINIA - STATE CORPORATION COMMISSION

CLERK'S OFFICE MERRIFIELD VA 22116-7607

TREASURER OF THE STATE OF OHIO - DEPARTMENT OF TAXATION

P.O. BOX 347 COLUMBUS OH 43216-0347

CHARLES LOMELI SOLANO COUNTY - TREASURER-TAX COLLECTOR-CTY

CLERK FAIRFIELD CA 94533-6385

MAINE SECRETARY OF STATE - DIVISION OF CORPORATIONS

UCC AND COMMISSIONS AUGUSTA ME 04333-0101

STATE OF MARYLAND - DEPT OF ASSESSMENTS & TAXATION

301 WEST PRESTON ST BALTIMORE MD 21201

ISLAND COUNTY TREASURER PO BOX 699 COUPEVILLE WA 98239-0699 USDA APHIS ROT PO BOX 979042 ST. LOUIS MO 63197-9000 CLAYTON COUNTY BOARD OF COMMISSIONERS - BUSINESS LICENSE/OCCUPATIONAL TAX DIVISION

PO BOX 934612 ATLANTA GA 31193-4612

NEVADA DEPARTMENT OF TAXATION - CENTRALLY ASSESSED PROPERTIES

1550 EAST COLLEGE PKWY STE 115 CARSON CITY NV 89706

DELAWARE SECRETARY OF STATE - STATE OF DELAWARE

DIVISIONS OF CORPORATIONS BALTIMORE MD 21274-4072

US CUSTOMS AND BORDER PROTECTION (NY) JFK INTERNATIONAL AIRPORT JAMAICA NY 11430


3

Taxing Authority Address City State ZIP COMMISSIONER OF TAXATION AND FINANCE - NYS TAX DEPARTMENT

PO BOX 1833 ALBANY NY 12201-1833

CITY OF LOS ANGELES MUNICIPAL SERVICES PO BOX 30808 LOS ANGELES CA 90030-0808 FULTON COUNTY TAX COMMISSION - ARTHUR E. FERDINAND

TAX COMMISSIONER FULTON CNTY ATLANTA GA 30348-5052

THE CITY OF PEACHTREE CITY - ATTN: OCCUPATIONAL TAX DEPT.

151 WILLOWBEND ROAD PEACHTREE CITY GA 30269

UNITED STATES TREASURY - INTERNAL REVENUE SERVICE

324 25TH ST. OGDEN UT 84201

NORTH CAROLINA DEPT OF REVENUE P.O. BOX 25000 RALEIGH NC 27640-0615 GEORGIA DEPT. OF REVENUE P.O. BOX 49512 ATLANTA GA 30359-1512 FAYETTE COUNTY TAX COMMISSION P.O. BOX 70 FAYETTEVILLE GA 30214-0070 KING COUNTY TREASURY 500 FOURTH AVENUE SEATTLE WA 98104-2387 TREASURER STATE OF MAINE - MAINE REVENUE SERVICES

P.O. BOX 1062 AUGUSTA ME 04332-1062

CLAYTON COUNTY TAX COMMISSION - COURTHOUSE ANNEX 3 2ND FLOOR

121 S. MCDONOUGH STREET JONESBORO GA 30236

LOS ANGELES COUNTY TAX COLLECTOR P.O. BOX 54027 LOS ANGELES CA 90054-0027 GEORGIA REVENUE DEPT. - SALES & USE TAX DIVISION

PO BOX 105296 ATLANTA GA 30348-5296

SOUTH CAROLINA DEPT OF REVENUE CORPORATION ESTIMATE COLUMBIA SC 29214-0006 USDA APHIS AQI PO BOX 952181 ST. LOUIS MO 63195-2181 INTERNAL REVENUE SERVICE - ACS PO BOX 219690 KANSAS CITY MO 64121-9690

North American Airlines DEPARTMENT OF STATE - DIVISION OF CORPORATIONS

99 WASHINGTON AVE ALBANY NY 12231-0001

FRANCHISE TAX BOARD P.O. BOX 942857 SACRAMENTO CA 94257-0511 COMMISSIONER OF TAXATION AND FINANCE NYS TAX DEPARTMENT ALBANY NY 12201-1833


4

Taxing Authority Address City State ZIP UNITED STATES TREASURY - INTERNAL REVENUE SERVICE

PO BOX 71052 PHILADELPHIA PA 19176-6052

NYC DEPT OF FINANCE - RED LIGHT CAMERA UNIT

PO BOX 3674 NEW YORK NY 10008-3674

NYC DEPARTMENT OF FINANCE - RED LIGHT CAMERA MONITORING PROGRAM

P.O. BOX 3674 NEW YORK NY 10008-3674

NEW YORK CITY, DEPT OF FINANCE P.O. BOX 3600 NEW YORK NY 10008 COMMONWEALTH OF MASSACHUSETTS - WILLIAM FRANCIS GALVIN

SECRETARY OF THE COMMONWEALTH, CORPORATIONS DIV

BOSTON MA 02108-1512

USDA APHIS P.O BOX 3334 MINNEAPOLIS MN 55403 MAINE SECRETARY OF STATE DIVISION OF CORPORATIONS, UCC AND

COMMISSIONS AUGUSTA ME 04333-0101

STATE OF MARYLAND DEPT. OF ASSESSMENTS AND TAXATION

BALTIMORE MD 21201-2395

COMMISSIONER OF MOTOR VEHICLES - REG RENEWAL CENTER

207 GENESEE ST. SUITE 6 UTICA NY 13501-5899

DELAWARE SECRETARY OF STATE - DIVISION OF CORPORATIONS

PO BOX 11728 NEWARK NJ 07101-4728

USDA APHIS AQI P.O BOX 979044 ST. LOUIS MO 63197-9000 US CUSTOMS & BORDER PROTECTION - REVENUE DIVISION USER FEE TEAM

6650 TELECOM DRIVE INDIANAPOLIS IN 46278

UNITED STATES TREASURY C/O INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0009 NEVADA DEPARTMENT OF TAXATION - CENTRALLY ASSESSED PROPERTIES

1550 COLLEGE PARKWAY CARSON CITY NV 89706

INTERNAL REVENUE SERVICE 324 25TH ST. OGDEN UT 84201 RALEIGH-DURHAM INTL AIRPORT MR BRANTLEY JOHN RALEIGH NC 27623 SALT LAKE CITY INT'L AIRPORT(PFC) FINANCE AND ADMIN DIVISION SALT LAKE CITY UT 84114-5550


5

Taxing Authority Address City State ZIP SAN DIEGO INTERNATIONAL AIRPORT (PFC) P.O. BOX 81323 SAN DIEGO CA 92138-1323 BIRMINGHAM INTL AIRPORT (PFC) - ATTN: PFC REMITTANCE

5900 AIRPORT HIGHWAY BIRMINGHAM AL 35212

FAA AIRCRAFT REGISTRATION PO BOX 25504 OKLAHOMA CITY OK 73125 NORTH CENTRAL WEST VIRGINIA AIRPORT (PFC) - BENEDUM AIRPORT AUTHORITY

2000 AVIATION WAY BRIDGEPORT WV 26330


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