james neff's western global airlines dot application

7/25/2019 James Neff's Western Global Airlines DOT Application

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BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

)

Application of

)

Western Global Airlines, L.L.C.

ocket OST-013

-

)

for a certificate of public convenience and

necessity pursuant to 49 U.S.C. 41102

(foreign charter cargo air transportation)

APPLICATION OF WESTERN GLOBAL AIRLINES, L.L.C.

Communications with respect to this document should be addressed to:

Mark W. Atwood

Elizabeth J. Wadsworth

Cozen O Connor

The Army and Navy Club Bldg.

1627 I Street, N.W.

Washington, D.C. 20006

(202) 463-2513

Counsel for


May 14, 2013

NOTE: Any person may respond to this application by filing an answer in the above

docket and serving a copy on undersigned counsel and all persons named on the

attached service list. Answers must be filed not later than June 4, 2013.


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Application of

BEFORE THE

DEPARTMENT

OF

TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.


Docket OST-2013-

for a certificate of public convenience and

necessity pursuant to 49 U.S.C. 41102

(foreign charter cargo air transportation)

APPLICATION OF WESTERN GLOB L AIRLINES, L.L.C.

FOR FOREIGN CHARTER CARGO AUTHORITY

Western Global Airlines, L.L.C. ( Western Global ), a newly formed air carrier,

hereby applies, pursuant to 49 U.S.C. 41102, Subpart B of the Department of

Transportation's Procedural Regulations (14 CFR Subpart B ,

and

Section 204.3 of the

Department's Economic Regulations (14 CFR 204.3), for a Certificate of Public

Convenience and Necessity authorizing it to conduct foreign charter air transportation of

property and mail with large aircraft,

as

described in this Application. A separate

application for equivalent domestic authority

is

being filed contemporaneously in

another docket.

Background

Western Global was formed earlier this year by Mr. James

K.

Neff, a 40-year

veteran of the air cargo business and founder and former CEO of Southern Air, Inc.

The plan of the company is to provide widebody cargo capacity on a leased ACMI

(Aircraft, Crew, Maintenance and Insurance) basis

to

air carriers and freight forwarders


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

by operating one MO-11 freighter aircraft owned by and leased from a company

controlled

by

Mr. Neff; the fleet will be increased

to

four aircraft during the first year

o

operation.

Western Global s owner and key management personnel are highly experienced

in aviation management and operations, particularly in the air freight sector, and their

records at previous carriers demonstrate their ability to manage a safe and profitable

cargo airline. The carrier

is

a citizen

o

the United States and is fit, willing and able to

operate the proposed transportation

in

a safe and compliant manner.

Information Required by 4 CFR 204.3

1. Name and Address: 204.3 a))

Western Global Air, L.L.C.

5566 Broadcast

Ct.

Sarasota, FL 34240

Tel: 941-907-6810

2. Form and State of Organization: 204.3 b)- d))

Western Global

is

a Florida limited liability company. It was formed

on

March 6

2013. A Certificate of Good Standing from the Secretary of State o Florida is attached

as Exhibit WG-1.

3 Citizenship and Substantial Interests: 204.3 e) and 9))

Western Global

is

a citizen of the United States as defined

in

49 U.S.C.

411 02(a)(15). One hundred percent of the membership interest is held by trusts

formed in the State of Florida for the benefit of and controlled by members of the Neff

family. Specifically, 50 percent of the ownership interest is owned by the James K. Neff

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

the Carmit P. Neff 2012 Irrevocable Trust (dated December 10, 2012) (the "CPN Trust").

The trustee and beneficiary of the JKN Trust is Carmit P. Neff, wife of James Neff. The

joint trustees of the CPN Trust are James Neff and Danielle J. Neff, Esq. (his daughter),

and the beneficiary is Carmit Neff. All of these persons are United States citizens. This

structure is almost identical to the ownership structure of Southern Air, Inc. when it was

first certificated in 1999.

An affidavit of the company's U.S. citizenship is attached as Exhibit WG-2.

4.

Key Personnel:

( 204.3(0)

The management of Western Global has extensive experience in aviation,

particularly in the air freight sector. The individuals holding key positions with the carrier

are as follows:

Chief Executive Officer and

COO

ames K. Neff

Chief Financial Officer

armit P. Neff

Vice President, Operations

homas J. Quehl

Director of Safety Security

errence A. Washow

Director of Maintenance

erome M. Basile

Chief Pilot

eorge Boyko

Chief Inspector

ikeII E. Leland

The business address of the persons listed above is 5566 Broadcast Court,

Sarasota, Florida 34240. All individuals named are citizens of the United States.

Copies of their resumes are attached as Exhibit WG-3. None of these persons, with the

exception of Mr. and Mrs. Neff (indirectly) own any membership interests in Western

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

below. None of these persons, with the exception of James and Carmit Neff (husband

and wife) are related by blood or marriage.

Each of the technical personnel listed above (Vice President of Operations,

Director of Maintenance, Director of Safety and Security, Chief Inspector and Chief

Pilot) meet all required qualifications as mandated in 14 CFR Sections 119.65 and .67.

An organizational chart, showing the relationship of the various personnel and

operating departments of the company, is attached as Exhibit WG-4.

The carrier has no board of directors, which is permitted under Florida limited

liability company law.

5.

ubsidiaries and Related Companies:

( 204.3(h) and (i))

Western Global has no subsidiaries; however, it does have two affiliated

companies through common ownership by James Neff and his family. These include:

Neff Air LLC, a Delaware liability company, that is jointly owned by James and

Carmit Neff, which provides management for the aircraft and parts owned by

special purpose companies (established specifically to hold title to the aircraft)

controlled by the Neff family. Mr. Neff is the CEO of the company.

Nordic Global Air, a Finnish all-cargo airline that holds a foreign air carrier

permit from the Department (Order 2012-1-29). NGA is owned in part (29

percent) by a trust controlled by Mr. and Mrs. Neff. Mr. Neff serves as the

non-executive Chairman of the carrier.

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6. Financial Statement:

( 204.3(k))

As the company has not yet commenced operations, the only statement is the

balance sheet current as of the date of this filing. Since the company was formed in

March of this year and has conducted no business, there is no income statement. The

balance sheet was prepared by Berkowtiz Pollack Brant, certified public accountants.

This statement is attached as Exhibit WG-5.

The balance sheet reflects the fact that Western Global has cash assets on

deposit of $600,000 and no long- or short-term debt. The initial start-up costs that have

already been paid, including initial salary and benefits outlays for current employees,

rental of office space, legal and consulting work for certification, and computer

equipment and software have been borne by Mr. Neff out of his personal funds.

7.

Actions and Outstanding Judgments:

( 204.3(l) and (m))

There are no pending legal actions or outstanding judgments against Western

Global, Neff Air, Nordic Global Air or any key personnel or stockholders in the

companies.

8. Aircraft Fleet: ( 204.3(n))

Western Global plans to operate four MD-11freighter aircraft during the first year

of operation. These aircraft are currently owned by four special-purpose limited liability

companies that are owned entirely by James and Carmit Neff, and will be leased to

Western Global by Neff Air, which manages the aircraft, at very favorable lease rates.

A sworn affidavit of FAA certification and compliance for these aircraft is

contained at Exhibit WG-6.

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9.

Investigations, Enforcement Actions and Complaints:

( 204.3(o))

There are no investigations, enforcement actions or complaints pending at the

Department, including the Federal Aviation Administration, involving Western Global,

any relevant company, any personnel employed or to be employed by any relevant

company or any person having a substantial interest in any relevant company.

10.

Charges of Fraud, Deception, etc.:

( 204.3(p))

There have been no charges of unfair or deceptive or anticompetitive business

practices, or of fraud, felony or antitrust violations, brought against any relevant

company or person having a substantial interest in any relevant company, or member of

the key personnel employed or to be employed by any relevant company in the past 10

years.

11.

Aircraft Accidents or Incidents: ( 204.3(q))

There have been no accidents or incidents experienced by Western Global, its

personnel, or any relevant company, during the past year or at any time in the past and

which remains under investigation.

12.

Description of Proposed Operation:

( 204.3(t))

Western Global plans to provide its services to other air carriers as well as freight

forwarders around the world on an ACM basis. Its focus will be on establishing long-

term working relations with those clients. Its owners and managers believe Western

Global will be able to offer very competitive rates compared to other operators due to its

highly experienced management team and the sharing of expenses with its affiliated

Finnish carrier, Nordic Global. The shared cost elements are expected to include

common contracted flight following/dispatch center, a common engine overhaul and

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

cooperative relations will help minimize costs to both companies.

13.

Maintenance and Training:

Line maintenance will be performed by Western Global's in-house mechanics,

while heavy maintenance will be performed under contract by qualified MROs in

Singapore and other locations in the Far East. Contracted work will be overseen by the

Director of Maintenance.

14.

Forecast Financial Results of Operations and Financial Fitness Test:

( 204.3(t))

Exhibit WG-7 contains the carrier's projected financial statements for the first full

year of operations. These statements were prepared by Berkowtiz Pollack Brant, and

are made on a cash basis. Exhibit WG-8 lays out a summary of Western Global's

"start-up" expenses and sources of funding. How the carrier will meet the three-month

zero-revenue financial fitness test is examined in Exhibit WG-9. The third-party

verification of funds is contained at Exhibit WG-10.

Western Global has forecast results on a quarterly basis. Since it is expecting to

begin service late in the 3

r Quarter 2013, the column for that quarter only estimates the

results of one month's operation.

Certain assumptions are made in the forecast: (1) Aircraft are assumed to

operate only 100 hours per month during the initial two full quarters of service,

increasing to 125 hours per month in the latter two quarters. Western Global believes

this is an extremely conservative estimate, and actual results should be somewhat

higher. (2) All operations are assumed to be on an ACMI lease basis; thus, the

carrier's clients will be responsible for payment of fuel, loading and ground handling,

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

charter basis (with all services to be provided by the carrier), the full price will be paid in

advance. (3) Assumptions underlying the maintenance and operating costs are based

on the experience of the Lessor (Neff Air) and the management team's extensive

experience in aircraft operation, management and maintenance. Certain other costs,

such as crew, aircraft lease, and facility rental, are based on actual negotiated contract

rates.

The forecast shows that Western Global is expected to be profitable beginning

the second half of its first year of operations.

The financial fitness test reveals that pre-operating expenses remaining to be

paid by the company total $320,000, and that the three-month average operating

expenses will be $4.18 million. The amount required under the Department's zero-

revenue test will be $4.5 million. As the exhibits demonstrate, the company and the two

trusts that own it have cash and short-term securities more than sufficient to cover this

cost. Letters from the trustees of these trusts, contained in Exhibit WG-10, verify that

the trusts pledge their cash assets to support the carrier's operation to the extent

needed.

15. Warsaw Waiver Agreement: ( 204.3(u))

A signed counterpart of Agreement 18900 (OST Form 4523) is included as

Exhibit WG-11.

16.

Family Assistance Plan (49 U.S.C. 41113) and Passenger Manifest

Plan: (Part 243)

Western Global is aware of its responsibilities under 49 U.S.C. Section 41113 to

submit a plan to implement the Aviation Disaster Family Assistance Act of 1996 (Pub.

8


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

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

17.

FAA Certification Status

Western Global has submitted its Pre-Application Statement of Intent (PASI) for

an Air Carrier Operating Certificate and Part 121 Operations Specifications to the FAA

(Tampa Flight Standards District Office), and has requested a formal application

meeting. It has also prepared its formal application for presentation at the meeting.

18. Certification: ( 204.3(v))

The required certification, signed by Western Global's President and CEO, is

attached as Exhibit WG-12.

19.

Conclusion:

As the above information and attached exhibit materials demonstrate, Western

Global is legally and operationally well qualified to receive certification by the

Department to operate charter air cargo transportation worldwide. Its presence in the

market will bring competition and increase the options and flexibility available to other

air carriers and to freight forwarders.

WHEREFORE, Western Global Airlines, Inc. requests that the Department issue

it a Certificate of Public Convenience and Necessity to operate foreign charter air

transportation of property and mail, and such other relief as the Department may deem

necessary.

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ectfully submitted,e7

7 A4 1

Mark W. Atwood


Cozen O'Connor

The Army and Navy Club Bldg.

1627 I Street, N.W.

Washington, DC 20006

Tel. 202-463-2513

Email: [email protected]

Counsel for


Dated: May 14, 2013

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CERTIFICATE OF SERVICE

I, Elizabeth J. Wadsworth, hereby certify that on this 14

t h

day of May, 2013, I

served via first class mail or email the foregoing Application of Western Global Airlines,

LLC, for a Certificate of Public Convenience and Necessity on the following person(s):

Federal Aviation Administration

Tampa Flight Standards District Office

ATTN: POI Bill Royal

5601 Mariner Street

Suite 310

Tampa, FL 33609-3416

Email: [email protected]



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Exhibit

WG-1

WG-2

WG-3

WG-4

WG-5

WG-6

WG-7

WG-8

WG-9

WG-10

WG-11

WG-12

Title

WESTERN GLOB L AIRLINES

TABLE O EXHIBITS

Certificate of Good Standing

Affidavit of U.S. Citizenship

Key Personnel Resumes

Organizational Chart

Financial Statement

Affidavit of FAA Certification and Compliance

Projected Financial Statements

Start-Up Expenses

Narrative for Meeting Financial Fitness Test

Third-Party Verification of Funds

Warsaw Waiver Agreement

President s Certification


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EXH IBIT W G-1

CERTIFICATE OF GOOD STANDING


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Exhibit 1/VG-1

Page 1 of 1

State of Florida

epartment of State

I certify from the records of this office that WESTERN GLOBAL AIRLINES

LLC, is a limited liability company organized under the laws of the State of

Florida, filed on March 6, 2013, effective March 4, 2013.

The document number of this company is L13000034439.

I further certify that said limited liability company has paid all fees due this

office through December 31, 2013, and its status is active.

Given under my hand and the

Great Seal of the State qf Florida

at Tallahassee the Capital this

the Seventh day of May 2013

Secretary of State

Authentication ID: CU0415056155

To authenticate this certificate,visit the following site,enter this

ID, and then follow the instructions displayed.

https://efile.sunbiz.org/certauthver.html


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EXHIBIT WG 2

AFFIDAVIT OF U.S. CITIZENSHIP


17/55

./ James K. Neff

Chief Executive Off01

1 ;

Western Global AirlineS, LLC

Exhibit WG-2

Page 1 of 1

T

OF UNITED STATES CITIZENSHIP

STATE OF FLORIDA

s:

COUNTY OF MANATEE

I, James K. Neff, being first duly sworn, deposes and says:

1.

I am 18 years of age or over.

2.

I am the CEO of Western Global Airlines, LLC ("Western Global Airlines") and

am authorized to make this statement on the Company's behalf.

3.

I hereby swear, under penalty of perjury, that Western Global Airlines is a

citizen of the United States within the meaning of 49 U.S.C. Section

40102(a)(15).

Sworn to/affirmed and subscribed before me this 1 k,,)

ay of May, 2013,

by James K. Naff, who is personally known to me or who presented

,

as satisfactory

identification.

j244(1,./.7A

(Signature of Notary)

(Name of Notary typed, stamped or printed)

(Notary Seal)


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EXHIBIT W G 3

KEY PERSONNEL RESUMES


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Exhibf t WG-3

Page 1 of 13

James K. Neff

7892 Fisher Island Drive

Miami, F133109

Mr. Neff is one of the aviation industry's most experienced, successful and dedicated

leaders. His significant achievements in high level corporate positions at large public

airlines and as a hands-on entrepreneur uniquely encompass all aspects of airline

operations and management.

Experience:

Flying Tiger Line: 1971-1979, Director of Scheduling

Continental Airlines: 1979-1981, Director of Corporate Planning

Emery Air Freight Corporation: 1981-1984, Vice President Fleet Planning

Burlington Air Express: 1984-1987, Senior Vice President Marketing and Air

Operations

Aircraft Trading and Service Co: 1987-1991, Senior Vice President Cargo

Programs

U.S. Turbine Engine Corp: 1991-1999, Founder and CEO

Southern Air Inc.: 1999-2007, Founder and CEO

Southern Air Holdings: 2007-2010, CEO

Neff Air LLC: 2010-Present, CEO, Founder and CEO

Nordic Global Airlines: 2011-Present, Board Chairman

Western Global Airlines: 2013, CEO, Founder and CEO

Mr. Neff has unparalleled experience in the aviation industry. After graduating from

Purdue University with an engineering degree in 1971, Mr. Neff commenced his aviation

career with Flying Tigers where he was in charge of expanding and developing Tigers'

worldwide fleet. In 1979 he joined Continental Airlines for two years to head up the

corporate planning function before returning to the air freight industry. Following the

deregulation of air cargo, Mr. Neff established and developed the in-house air

transportation systems for both Emery Air Freight and Burlington Air Express from 1981

to 1987. Then, Mr. Neff founded and built U.S. Turbine Engine Corporation, a highly

valuable commercial aircraft engine and parts company which he sold in 1998.


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Exhibit WG-3

Page 2 of 13

p. 2

In 1999, Mr. Neff founded Southern Air Inc., one of the most profitable and successful all

cargo airlines in aviation history. After having grown to a fleet of ten B747 freighter

aircraft acquired with debt-free ownership, Mr. Neff sold the company in 2007 and

remained CEO until 2010.

In 2010, Mr. Neff started a leasing company, Neff Air, where he has acquired, without

debt, a fleet of two 747-400 and six MD-11 freighters. In late 2011, he helped develop

Nordic Global Airlines, a Finnish all cargo airline affliated with Finnair. Nordic Global is

headquartered in Helsinki where it has a full complement of operations and management

personnel. Mr. Neff serves as Board Chairman, a nonpaid advisory position. Nordic

Global leases its aircraft from Neff Air and has successfully grown from one to four MD-11

freighters in less than two years.

Mr. Neff is now devoting his many years of experience, extensive capabilities and financial

resources to establish Western Global Airlines. This new cargo airline is expected to be the

crowning achievement of Mr. Neff's long and highly successful aviation career.


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Exhibit WG-3

Page 3 of 13

Carmit P. "Sunny" Neff


Miami FL 33109

Education

BA Economics University of California at Los Angeles (UCLA), Summa cum Laude, 1974

MBA Anderson Graduate School of Management, UCLA, High Honors, 1975

Experience

The Flying Tiger Line, 1976 1980: Strategic Planning Analyst, responsible for historical financial

evaluation, budgeting and forecasting. Manager of International Pricing, responsible for cost analysis,

developing cost/revenue models, com paring and evaluating yields, developing specific commodity rates.

Represented Flying Tigers at IATA meetings and conferences worldwide.

Mattel Toys, 1980 1982: Product Manager, with P&L responsibility for several product lines.

Management Consultant, 1983 1993: Advised corporate clients and prepared forecasts, plans and

strategies to profitably develop their new businesses and new product lines after reviewing, analyzing

and evaluating their co st structure, competitive position, profitability objectives and capital structure.

1983 - 1984 and 1987-1988 The Development Agency, MCA

1985 - 1986 Air Cal; 1987- 1993 The W eston Group, Redding Consultants and Luther & Co

US Turbine Engine Corp, 1991- 1999: Co- founder, Owner and Member of the Board, responsible for

financial oversight with an emphasis on bud geting, forecasting and capital investment.

Southern Air Inc., 1999-2007: Co-founder, Owner and M ember of the Board, responsible for overseeing

the capital structure of the com pany, including all corporate investing, and for competitive analysis,

economic strategy and forecasting.

Neff Air LLC, 2010 present: Co-founder, Owner and Chief Financial Officer of Neff Air LLC and Western

Global LLC, responsible for all aspects of financial analysis, budgeting, forecasting and planning.


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Exhibit WG-3

Page 4 of 13

531 Derby Downs, Lebanon, TN [email protected]

Thomas 1 Quehl

Ob ective

Obtain a challenging position in aviation,

Professional Accom lishments

Western Global Airlines

Vice President of Operations

O

Hired into position on April I , 2013

Direct operation through 14 CFR 121 certification

National Airlines Management

President of National Airlines from November 2008 until September 2010. Led airline team to

increase revenue by 217%. Established DOD CRAF reliability and performance rating of 100%.

Established successful twice weekly cargo service from CONUS to Bagram AB, Afghanistan.

Director of Operations from November 2003 until November 2008. Was responsible for

obtaining FAA certification as a 14 CFR 121 air carrier with global operating authority. Achieved

approval by USAF H Q AM C as a DOD approved CRAF air carrier.

Director of Standards and Training from September 2010 until May 2012. Responsible for

obtaining passenger operating authority from the FAA utilizing B-757-200 aircraft and the

addition of cargo B -747-400 a ircraft to the Operations Specifications. Standards lead in

establishing daily scheduled passenger service between Dubai and Bagram AB and Kabul,

Arrow Air Management

VP of Safety and Compliance. Established the internal evaluation program and safety

management system. Implemented root cause analysis for safety concerns and incident

investigations.

Director of O perations, Responsible for operational control of the airline, staffing, cargo

handling, flight routing, permitting, diplomatic clearances, union collective bargaining

negotiations and FAA liaison.

Chief Pilot. Supervised 270 pilots and flight engineers in global airline operations

Kalitta Air Management

Acting Director of Flight Standards, Supervised 67 cheek airm en on 4 fleets of aircraft, B-7 47, E-

101 1, B-727 an d DC-8 for both cargo and passenger service.

Aircrew Program Designee, (APD), FAA designated examiner for ATP licenses and DC-8 type

ratings. Also served as standards captain on the fleet.

Air Carrier Certification

Consultant for successful FAA certification of Virgin Am erica to include writing operational

manual language to include SAI and regulatory compliance.

Consultant for Netiets Large Aircraft for the FAA certification of adding the B oeing BB .1

Director of Operations for the FAA certification of National Airlines and the addition of

passenger authority, B-757-200 and B-747-400 aircraft.

Operations lead for NACEP FAA audit preparation for Silver Airways,

Employment History


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Exhibit WG-3

Page 5 of 13

615-547-9789etquehl&harter.net

Thomas 1 Quell

Nov 03 to May 2012

Mar 99 to Nov 03

Mar 95 to Mar 99

Mar 90 to Mar 95

Education

1981

1981

1999

2004

President/DO/DTS

VP/DO/CP

DFS/APD

Capt/Check Airman

AS Av iation Technology

AA Liberal Arts

Aviation Safety M anagement

System Safety and ATO S

National Airlines, Ypsilanti, MI

Arrow Air, Miami, FL

Kalitta Air, Ypsilanti, M I

Arrow Air, Miami, FL

St. Petersburg College

St. Petersburg College

Southern CA Safety Institute

FAA Academy

Licenses and Ex erience

Airline Transport Pilot, DC-8 and LR-JET

Certified Flight Instructor, Gold Seal, Airplane Single & Multiengine, Instrument Airplane

Certified Ground Instructor, Advanced and Instrument

FAA First Class M edical

16,000 + hours of flight time to include 8700 in 121 air carrier heavy jet operations worldwide

DOD Secret security clearance


24/55

Exhibit WG -3

Page 6 of 13

224-587-9135

Terry.WashowV.Westernalohalair.com

Terrence A Washow

14737 Aniberjack Terrace, Lakewood Ranch, H. 34202

erry. Washow(i

-

OWesternglobalair.com

Terrence A Washow

To obtain a position within an organization that can utilize my unique and extensive background of

experience and q ualifications in aviation.

Experience

04/01/2 013- estern G lobal Airlines, LLC

arasota FL

Director of Safety and Security

o

14CFR 119.65 Airline Director of Safety and Security

10/01/2012-

EROTA SCC, LLC

undee, IL

Consukant/ Subject Matter Expert (Self Employed)

O

Airline Certification Consulting

O

Aircraft Conformity

8 Maintenance Training

09/15/2010 -

A Washow and Associates, Inc

undee, IL

Consultant/ Subject Matter Expert (Self Employed)

a Under contract with Booz-Allen-Hamilton SASO SMS Project M aintenance Subject

Ma tter Expert.

Develop Maintenance Programs for all Boeing and Airbus Fleets

Develop Manuals per FAA requirements for various air carriers

Perform reviews and updates of Airline manuals and programs based on ATOS Reviews

Small Aircraft Maintenance

Flight Instruction

04/2007-08/2010

yan International Airlines

ockford, IL

Manager, Maintenance Programs and Planning

Responsible for review, update, securing approval, and implementation of Boeing-MPD based

Maintenance and Inspection Program for fleet of B767, B 757 and M D80 A ircraft.

a CoM plete Bridging and Conformity documents for aircraft being added to the fleet.

successfully bridged six B767 Aircraft to our Certificate and completed conformity

Develop and plan scheduled ma intenance tasks on all aircraft, including AD's , ST C-driven

1CA 's and Program-driven maintenance through A checks in our base stations while dealing

with highly v ariable aircraft flight schedules.

Identify long-range planned maintenance events including C checks and develop a work scope

in coordination with all departments and heavy check providers that includes parts, tooling,

manpower

Coordinate planning and completion of all out-ofphase maintenance events, including aging

aircraft inspections, horoscopes, required NDT Inspections, and conform ity-driven work scopes

Completed ERP System migration from AS400 to new TRAX system, and secured FAA

approval for its use as primary data for all maintenance program tracking at Ryan International.

Served as system adm inistrator for TRAK


25/55

Exhibit WG-3

224-587-9135

o

Torry,WashowWWesternghbalaircom

age 7 of 13

Terrence A Washow

0412005-04/2007

S Airways, Inc. harlotte, NC

Production Supervisor, Aircraft Heavy Maintenance

Supervise Production and workflow on B73 7 Aircraft C checks

Review non-routines, identify repair process to be used to complete repairs per the SRM, or

coordinate with on-site engineering or aircraft manufacturer for acceptable methods of repair

Manage Union workforce assigned to Dock for attendance, contract issues, overtime, discipline

and administrative duties.

Maintained a 96% on-time check completion for our Dock

07/1999-04/2005

S Airways, Inc.

hicago, IL

Station Maintenance Manager

Responsible for all aircraft-related through-flight maintenance, and overnight maintenance o1 3 to

5 RO N aircraft at O'Hare

Responsible for maintenance of all ground equipment for the maintenance operation and the Line

Operations group

Maintained 98% on time originating departure performance, and a 100% clearance rate on

assigned MEL's

05/1998-06/1999

E Capital Services, Inc.

ong Grove, IL

Help Desk/Systems Support Engineer

Provide on-site third-party desktop support and development of Windows/NT-based Enterprise

network of 900 on-site and 300 remote users for

Zurich-Kemper Insurance Group

Responsible for start-up and initial implementation of new Helpdesk support software application

MCSE, Novell Netware, A+, and CCNA Certified

08/1997-05/1998 alaxy Scientific, Inc.

tlanta, G A

Technical Consultant

Deployed and provided training to FAA Aviation Safety Inspectors at FSDO offices around the

country on new (at the time) Windows 95-based laptops, and the new (at the time) OASIS

software developed by Galaxy Scientific.

-ProvidectMaintenancePlanningConsultant services with Galaxy for various MRO's around the

world, including Singapore SA1 and others

Assisted in the development of the Maintenance Human Factors CD produced by Galaxy under

contract with FAA Aeromedical group for the 1998

02/1996-06/1997

lagship Airlines, DBA American Eagle, Inc.

ashville, TN

Vice-President, Maintenance and Engineering

Served as FAR 11 9 Director of Maintenance on the FAR 121Airline OPS SPEC.

Responsible for all aircraft maintenance activity conducted on up to 90 Aircraft, including SAAB

340, ATR 42 and AT R 72 Aircraft.

Through on-site staff, directed operations in Miami, Orlando, Syracuse, Albany, JFK-New York,

and Nashville.

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

09/1993-02/1996

merican Airlines Inc.

hicago, IL


26/55

Exhibit

WG-3

Page 8 of 13

224 -

587

-

9135 0

Terry.Wasillow("estanglobakiiii.com

Terrence A Washow

Automation Projects Manager

Responsible for design, development, implementation and training of in-house standardized line

maintenance automation applications system-wide.

Directed development and implementation team for automated

work card authoring, approval and

Distribution system using a data m odeling process.

Represented American Airlines in various ATA workgroups, including A MT OSS, AT A and

manufacturer-driven AM M graphics standardization, and the FAR Part 66 AR AC Comm ittee.

08/1988-0911993

merican A irlines, Inc.

hicago, IL

Supervisor, Production Control

Responsible for Planning of M anpower, m aterials and task cards for forty over-night aircraft,

including 4 B level checks on MD 80 Aircraft.

Responsible for all mechanic-related administrative tasks, including payroll, work schedule,

vacation schedule, overtime, and shi ft bid.

Established Chicago as an initial test and development site for proto-type PC-based computer

applications, including programs for shift bidding, workload planning, overtime control, and

work card production.

01/1980-06/1985

AV EA Center

ddison, IL

Senior Instructor, Aircraft Maintenance

Provided Mechanic instruction to High School Students in our FAA-approved Mechanics

Program, in all areas of the Power plant and General mechanic curriculum.

Established transfer programs that allowed our students to attend post-secondary training at

various 2 and 4-year schools with Aircraft

Mechanic programs in Illinois and receive college

credit for the coursework completed at our program .

I have a current Illinois Type 10 Teaching Certificate

licaligalaLd

09/1975-01/1980

outhern Illinois University

arbondale, IL

Bachelor of Science in Occupational Education

Aviation-Education --M aintenance and Flight

Airframe and Power plant Mechanic

(issued 1979)

Inspection Authorization (IA-1987)

Commercial Pilot Certificate

Certified Hight Instructor Airplane and Instrument over 2 200 hrs. dual Given 3000

hrs. logged.

Southern Illinois University Aviation Technologies Advisoiy Board Member (since 1992)

Completed over eighty hrs. of General Familiarization and Avionics Training on various Aircraft,

including B 727, B737, B 757, B767, DC 10, and Airbus 320-series aircraft

Committee member on Job Task Analysis (ITA) study group - Northwestern Illinois University

as part of a grant issued by the FAA to determine ab initio training requirements for student

mechanics for use in FAR 1 47 training schools, replacing the Allen Study.

Presentation Speaker January 1996 Aviation Maintenance Human Factors Conference,

W ashington, DC. A

forty

minute

presentation on Hum an Factors of Computer Technology and

Automation on Maintenance Organizations to over 200 Industry and Governm ent

Representatives.

References are available on request.


27/55

Exhibit WG-3

Page 9 of 13

Jerome M Basile

6201 Palm Trace Landings Dr

Davie, FL 33314

Mobile: 917-417-3770

Experience

CTS Engines, FT Lauderdale FL- Director of Resource Planning

November 2012-March 2013

Managed a field service team for on-wing engine support

Provided technical assistance to all customers for engine support

Ensured all resources were available at any time for any specific engine task.

Southern Air Inc., Norwalk, CT- B747/B777 Fleet Manager

September 2006- November 2012

Provided technical assistance in terms of troubleshooting, expertise, and fault isolation to

repetitive and chronic aircraft items.

Assisted with analyzing CASS data and making recommendations to the CASS review

board concerning all technical aircraft issues.

o

Member of the CASR13(non voting member)

Monitored ECM trending on all fleets and developed action plans if any abnormal trends

were present.

Southern Air

Inc., Manager of Technical Support

January 2007- May 2010

Managed a crew of 6 technicians in minor engine shop repairs, engine changes, and

special projects on company aircraft.

Provided technical support for all company stations for engine and airframe issues.

Polar Air Cargo, Jamaica, NY, Crew chief

Jun '00- Nov'00 & Mar '04- Sep '06

o

Performed line maintenance

on 747- 100,-200,-300, and -400 series aircraft

O

Performed A checks on 747 -100 -200 and -300 -400 series aircraft

Provided technical and mechanical assistance to domestic and foreign line

stations.

o Lead mechanic: Managed a crew of 16 Technicians

American Airlines, Flushing NY, Aircraft Technician

Nov '00- Jun'03

Performed line maintenance on MD-80, B737, and B757 aircraft.

Troubleshot heavy maintenance problems with Tech crew chiefs.

Tower Air, Jamaica, NY, Aircraft Technician/ Maintenance Supervisor

Sept '98- May '00

Performed line maintenance on 747-100 and -200 series aircraft.

O

Performed A checks and B checks on Boeing 747 -100 and -200 series aircraft.

O Member of the Engine Change Crew.

Provided technical and mechanical assistance to domestic line stations.

O Supervisor of line maintenance operations

Education

Aviation' High School, Long Island City, New York

Graduated with New York State Regents Diploma

Awarded Toolbox, for high technical averages

Computer, Microsoft Office, and Adobe products literate


28/55

License #

ATP 6920

ATP 2410003

N1-2012.148092-49874

500649

Date of Issue

Mar-20-74

Jan-17-89

Apr-25-91

Sep-16-97

Aircraft Type

DC-10/MD-11

MD-11/DC-10

DC-10/MD11

MD-1 I

Exhibit

WG

- 3

Page 10 of 13

George Boyko

326 Mane Court

Tarpon Springs, Florida.

33468, USA

Tel/Fax: +1-727-945-001i

Cell: +1-727-455-5530

[email protected]

FLIGHT T IMES otal Time

8438 Heavy Jet

6113

MD11 P,I.C. 064 C10 P.I.C. 823

Total P,I.C. 394

otal S.I.C.

080

CERTIFICATES

Place of Issue

Venezuela

USA

EASA/JAA

Taiwan

EMPLOYMENT

2013 (April-Present)

2011-2013

2009-2011

2009 (May-Sep)

1999-2008

2002-2005

1997 (May-Nov)

1991-1992

1990-1991

1985 (May)

1978-1983

1976-1997

1976 (Jan-Jun)

1974-1976

EDUCATON

PE R SONA L D A TA

WESTERN GLOBAL AIRLINES: Chief Pilot, MD-11 Captain

NORDIC GLOBAL AIRLINES: MD-11 Captain TRE/TRI. Approved by the CAA as Post

Holder of Flight Training for the MD-11.

AVIENT: MD-11 Captain TRE/TRI, responsible for developing Checklists and Manuals

for the MD-11 approved by ZCAA.

SKY LEASE: MD-11 Captain. Simulator Instructor, Line Check Airman. Responsible

for developing Checklists and Manuals for the MD-11..

GEMINI AIR CARGO:

FO MD

F, Captain DC-10F, Captain MD-11F. Worldwide FAR

Part 121 cargo operations. Responsible for Developing Simulator Training Program,

Manuals and Checklists.

STRONG ARM AIR CARGO: FAR 135 Director of Operations. Responsible for

Contract operations for the US Coast Guard from St. Pete/Clearwater Airport Base

to the Bahamas, Responsible for developing the General Operations, Training and

MEL Manuals

for

successful approval by the FAA. Developed ground and flight

procedures for on-time and safe operations according to the Standards of the US

Coast Guard.

EVA: Relief Captain/FO MD-11F.

MARTINAIR: Captain DC-10F (Contract for 5 month). Worldwide cargo operations.

KLM: Captain DC-10 (Contract for 15 month). Passengers operations between

Europe, the Caribbean, Central and South America.

AIR AFRIQUE: FO DC-10 (Contract for 1 month). Passenger operations between

France (Charles De Gaulle Airport) and Different destinations in Africa,

SALTA C.A.: Cessna Ferry Pilot from the US to Venezuela,

VIASA: FE DC-8, E0 DC-8/DC-10, Captain DC-10, Line Check Airman, Simulator

and Ground Instructor. Passenger operations between Venezuela and destinations

In Europe and across North, Central and South America.

FORD MOTOR COMPANY: FO BE-80. Corporate operations.

PROTINAL: FO C-310 & C-421. Corporate operations.

Aviation School 1973-1974 Centro de Instruccin De Aeronautica Civil

University 1986-1989 Universidad Nacional Abierta.

Date of Birth: Oct-04-53

ealth: Excellent, Non-Smoker,

Weight: 05 lb/93 kg Languages: English/Spanish

Height:

/180 cm

arital Status: Married, two sons

Computers: Experience with Software & Hardware, including: MS Word,

Access, Excel, Power Point, Adobe Professional, FrameMaker.

REFERENCES

Professional references are available on request.

Available Immediately.


29/55

Exhibi t WG-3

Page 11 of 13

Mikell E. Leland

655 Post Lane

ome/Fax: 803-985-5843

Rock Hill, South Carolina

ell: 803-524 -1391

29730

elandhaugeDgmai l.com

Professional Summary

A maintenance and quality Leader with 42 years of diverse aviation experience including 23 in

Part 121 Air Carriers, 5 in Part 145 MRO, 26 military (active/reserve and contractor). Proven

results in Safety, Quality Assurance, Quality Control, Maintenance Training, and Policy and

Process development, Areas of specific expertise include:

.Quality Assurance and Control Programs

.Manual Development

,

Training Program Development

oCross Functional Team L eadership

.Aircraft Maintenance Programs

.FAA Airframe and Powerplant Certificate

.FAA Liaison and Regulatory Compliance

.Foreign AMO Application and Approvals

.Safety Program Development and OSHA

.Aircraft Integration and Conformity

.Investigation / Analysis Report Preparation

.FAA Private Pilot SEL) Airman Certificate

Education

MBA - January 2006,

University of Phoenix, Charlotte, NC campus

B.A., M.A. Religion - May 1988

Southern California Bible College, San Diego, CA.

BFA (112 hrs) - Sept. 1979 - May 1984

University of Texas at El Paso, El Paso, TX.

BFA (61 hrs) - Sept. 1977 - May 1978

University of Albuquerque, Albuquerque, NM.

Dale Carnegie Course, Pittsburgh, PA.

Certificate - May 1999

Professional Experience

AEROPARTNERS Sarasota, FL

Consultant

Air carrier certification consultant.

3/13 to Present

COMMERCIAL JET, INC. Miami, FL

4/06 to 10/06 and 11/08 to 03/13

MRO providing airframe overhaul, major repairs and major modification services including

passenger to cargo conversions, Limited Ratings up to DC-10/MD-11.

Director Quality and Safety/Accountable Manager

Responsible for all aspects related to aircraft maintenance for the Repair Station of 200 +

employees. Directly responsible for the entire Quality and Safety Programs including: Audit

Programs, Inspection, Safety, Training, Customer GMM compliance, Repair Station Manual,

Operations Specifications, EASA/Foreign Repair Station Certifications, and US and Foreign

Regulatory Compliance.


30/55

Exhibit WG-3

Page 12 of 13

Recruited twice to Lead the Quality program.

O

Revitalized the company Safety Program.

O

Revitalized the company FOD prevention program.

O

Revitalized the maintenance training program and spearheaded the introduction

of CBT.

O

Developed and instituted on-line writeable forms eliminating

obsolete/uncontrolled forms usage.

Spearheaded the reformatting of the Repair Station Manual, Training Program

Manual, and creation of the Standard Practices Manual.

RYAN INTERNATIONAL AIRLINES, INC. Rockford, IL

0/06 to 11/08

Part 121 Air Carrier operating 8737, 8757, and 8767in Supplemental Operations. RIA

provides operating platform for clients providing charter services. Provided ICAO Annex 6

operations with foreign carriers in the US. Provides maintenance management setvices for Part

91 DoJ contractors operating 8737 and MD80 aircraft.

Director Quality Assurance

Responsible directly to the President/CEO for the Quality Systems of this Part 121 Air Carrier.

Areas of responsibility included 119,65 (and 119.67d), Quality Assurance, Reliability,

Engineering, Aircraft Records and Maintenance Programs. Program oversight activity included:

Aircraft acceptance and conformity, lease returns, Operation Specifications parts A E, Foreign

Airworthiness approvals, ETOPS, RVSM, CASS, Supplier and Vendor approvals, and CASE.

Recruited to revitalize the Maintenance Division Quality Systems,

Successfully integrated B767 as new fleet type in to operation.

Spearheaded AD processes rewrite and FAA acceptance of program.

O

Spearheaded RVSM program rewrite and FAA approval.

O

Spearheaded revitalization of the internal audit program.

US AIRWAYS, INC. SAN, PIT, IND, CLT 1/87 to 04/06

Part 121 Air Carrier operating BAe146, DC9/MD80, B727, 8737, 8757, 8767, A320 Series and

A330 Series aircraft. Formerly USAir, Pacific Southwest Airlines, Piedmont Airlines, and

America West Airlines. Provides schedule service to domestic and international locations.

Inspection Supervisor - PIT/IND/CLT(12/94-06/95 and 05/00-04/06)

Supervision of Aircraft Inspection personnel, technical and NDT oversight, material resources

management, and assuring airworthiness and conformity. Plan, organize, and direct inspection

activities for multiple on-going heavy maintenance check projects. Supervise and conduct

component/parts receiving inspections for serviceability. Responsibilities include follow up of

required training and qualifications for assigned personnel in the Base and Line Maintenance

environments. Coordinated with Line Maintenance in assessing workload and manpower

requirements:

Selected to lead pre-audit preparations and follow-ups.

O

Selected to lead maintenance records reviews for compliance with company and

regulatory policies and procedures. Generated 110 page report and presented to

VP Maintenance. Resulted in procedural and personnel changes.

6

Interfaced with FAA, vendors, and union representatives.

O

Provided technical and procedural guidance regarding quality control and

inspection matters.

Spearhead successful CLT Inspection RII training.

2


31/55

Exhibit WG-3

Page 13 of 13

FAA Liaison Quality Assurance PIT (06/95-05/00)

Signature authority for Parts D & E of the Operations Specification. Directed the investigations

and reporting on FAA Letters of Investigation, Self-Disclosures and internal Non-Conformances.

Coordinated responses and subsequent follow-up. Administrative responsibility for the

processing of Airworthiness Directives. Maintained positive communication between the FAA,

and Maintenance Division, Conducted hiring, training, supervision, and evaluation of assigned

Auditor staff.

Successfully managed multiple on-going projects.

O

Directed the conduct of audits and internal evaluations.

Successfully integrated into FAA ATOS program

O

Spearheaded creation and implementation of investigation/findings/corrective

action database.

o Provided written analysis and recommendations following various

audit/surveillance activities.

Coordinated interdepartmental/cross-functional tasks groups to resolve complex

issues.

Maintenance Control Foreman - PIT

06/90 - 12/94

Mechanic - SAN

01/87 - 06/90

Inspector

ero Tech, Inc. US Army Contractor, El Paso, TX

12/86 - 01/87

Mechanic - Aero Freight/Aero Exec, Inc. - , El Paso, TX

04/84

- 05/85

Flight Line Mechanic Doss Aviation, Inc. US Army Contractor

09/83

- 12/86

Mechanic Hawthorne Aviation, Inc US Army Contractor

05/80

- 09/83

Mechanical Engineering Draftsman - Fluid Systems, Inc.

11/79

- 05/80

Military Experience

Pennsylvania Air National Guard SMSGT

03/98

- 05/02

Retired May 2002,

U.S. Naval Reserve Senior Chief Petty Officer 06/81

- 05/97

United States Navy etty Officer 1 s t Class

11/71 - 09/79

ADDITIONAL INFORMATION

Completed US Airways DC9/MD80, BAe146, Fokker F100, B737, B757, B767, A320 series, and

A330 General Familiarization Training.

Completed US Airways Ultrasonic Testing, Eddy Current Testing, Magnetic Particle Testing,

and Liquid Penetrant Testing Level 1 Non-Destructive Test Training.

Completed various military training courses: Aviation Machinist's Mate (Jet) A School, Basic

Helicopter C School, Sikorsky RH-53D factory training, Nuclear Weapons Handling Training, A-

7 Airframe School, OV-10 Airframe and Powerplant Training.

References available on request.

3


32/55

EXHIBIT WG 4

O R G A N IZA T IO N A L C H A R T


33/55

WESTERN GLOBAL A IRLINES

ORGANIZATION

President Chief Executive

Officer

3.4.2

Chief Financial Officer

Chief Operating Officer

Director of Safety/Security

3.4.4

3.4.3

3.4.7

Vice President of Operations

irector of Maintenance

Chief Inspector

3.4.9

3.4.5

3.4.11

I

round Operations Manager

Director of Network Control

irector of Training

Director of Standards

Chief Pilot

3.4.10

Center

Contract) (3.4.3)

3.4.41

3.4.12

(Contract) (3.4.10)


34/55

EXHIBIT WG 5

FINANCIAL STATE ME NT


35/55

Exhibit WG-5

Page 1 of 1

14-May-13

Cash Basis

ASSETS

Current Assets

Cash

Total Current Assets

Opening Balance

(5/14/2013)

600,000

600,000

TOTAL ASSETS

600,000

LIABILITIES

Current Liabilities

Long-term Liabilities

Mortgage

Other long-term liabilities

Total Long-term Liabilities

SHAREHOLDERS EQUITY

Capital Stock

00,000

Retained earnings

Net Income

Total Shareholders' Equity

00,000

TOTAL LIABILITIES & EQUITY

00,000


36/55

EXHIBIT WG 6

AFFIDAVIT OF FAA CERTIFICATION

AND COMPLIANCE


37/55

V

C o m i n i

(

6161

''. ui r

wrida

:.''), 2016 [

Exhibit WG-6

Page 1 of 1

"7/AVIT OF FAA COMPLiANCE

STATE OF FLORIDA

s:

COUNTY OF MANATEE

I, James K. Neff, being first duly sworn, deposes and says:

1.

I am 18 years of age or over.

2.

I am the CEO of Western Global Airlines, LLC ("Western Global Airlines"), and

am authorized to make this statement on the Company's behalf.

3. I hereby swear, under penalty of perjury, that the aircraft to be operated by

Western Global Airlines are certificated by the Federal Aviation Administration, in

that they bear currently effective Certificates of Airworthiness, and are in full

compliance with all applicable regulations and safety/istandards.

,arnes K. Neff

}Chief Executive Offiavc

/ Western Global Airlines, LLC

Sworn to/affirmed and subscribed before me this

ay of May, 201

. James K. ho is personally known to me or who presented

as satisfactory

identificaion.

(Notary Seal)

.

(Signature of Notary)

(Name of Notary typed, stamped or printed)

LEGAL\16477635\1


38/55

EXHIBIT WG 7

PROJECTED FINANCIAL STATEMENTS


39/55

Exhibi t WG-7

Page 1 of 3

WESTERN GLOBAL AIR

NARRATIVE TO FORECAST FINANCIAL RESULTS

The forecast financial results are stated on a cash basis, and are based on

certain assumptions: (1) It is expected that the first aircraft will initially be operated

approximately 100 hours per month, with growth to 125 hours per month and the

addition of three more aircraft within the first year of operation. (2) As an ACMI

operation, the carrier's clients will be responsible for fuel, loading and ground handling,

generally on a prepay basis. These cost elements are shown both as expenses to

Western Global, and as revenue, as they are to be reimbursed. (3) Assumptions

underlying the maintenance and operating costs are based on the experience of the

Lessor (Neff Air) and the management team's extensive experience in aircraft

operation, management and maintenance. (4) Crew costs are based on a negotiated

rate from AeroPartners, L.L.C., which will be providing the crews on a contract basis.

As startup is expected late in the third quarter of 2013, the revenues and

expenses for only one full month are shown on the projected P&L Statement for Q3

2013. Numbers are shown by quarter. The company estimates that for the 13-month

period, of Q4 2013-Q3 2014 it will experience revenues of $38.75 million, expenses of

$37.97 million, and a net profit of $780,000. The profit estimate is fairly solid; though

the fuel and handling costs may differ from projection, they will in any event be

reimbursed.


40/55

Assumptions


For 02 2013 through 03 2014

Cash Basis

Q2-2013* Q3-2013**

04-2013

01-2014 02-2014 03-2014

Year ended

03-2014

C

C

Block hours

f$r: ,$:,

Charter Revenue

500,000 1.875,000 3,750,000

5,625,000 7,500,000 18,750,000

Fuel (Reinbursements)

482,375 1,808,906

3617,813

5,426,719 7.235,625 18,089,063

Ground Services (Reinbursements)

30,000 90,000 180,000

270,000 360.000 900,000

$0

$1,012,375 $3,773.906 $7.547,813

$11,321,719 $15,095,625

$37,739,063

Crew Expenses(AeroPartners)

66,000 247,500

495,000

742,500 990,000 2,475,000

Dispatch Services(Global Ops Center)

20,000 20,000

20,000

20,000 23,000 83,000

Lease Payments

220,000

660,000 1,320,000

1,980,000 2,640,000 6,600,000

Insurance

6,667 20,001 40,002

60,003 80,004

200,010

Fuel

482,375 1,808,906

3,617,813

5,426,719 7,235,625 18,089,063

Maintenance

200,000 750.000

1,500,000

2,250,000 3.000,000 7,500,000

Ground Services

30,000 90,000 180,000

270.000 360,000 900,000

$ ,025,042 $ ,596,407

$

.172,815

$ 0,749,222 $ 4,328,629

$ 5,847,073

Salaries, employee benefits and payroll taxes

120,000

150,000 150,000

180,000 180,000 660,000

Startup Costs

320,000

Occupancy Costs

6,500 19,500 19,500

19,500

19,500 78,000

Office supplies and Miscellaneous

2,000 6,000

6,000

6,000 6,000 24,000

$ 20,000 $

28,500 $ 75,500

$

75,500 $

05,500

$

05.500

$ 62.000

$

20,000

$ ,153,542

$ ,771,907 $

,348,315 $

0,954,722

$ 4,534

9

$

6,609,073

($320

NO)

($141,167)

$1,999 $199,498

$366,997

$561,496 $1,129,990

Taxes on income

$320,000)

($141 167) $1,999

$199,498

$366,997 $561,496

$1,129,990

61,999 $199,498

$366,997

$561,496 $1,129,990

up phase

2013, only

one month of activity is reported for

the quarter

Insurance, rent and utilities

ACMI Rate/HR

,000

Crew(2) SOhr/Mo 3,000

Lease rate/Mo 20,000

nsura nce/Mo/A/C ,667

Fuel/Gal

Fuel Gal/Hr ,135

Ground Services/Mo

0,000

MX/Flt Hr

,000

Block hours/aircraft/Mo

25

Rent/Mo

,500

all months 04 2013 an

Office supplies/Mo

,000 eyond


41/55

Assumptions


nitial capital contribution from J&S

00,000

For 02 2013 through 03 2014

Cash Basis

ssets

-term Liabilities

ong-term Liabilities

HOLDE RS EQUITY

hareholders Equity

3

4

Opening Balance

600,000

600,000

Q2-2013*

280,000

280.000

Q3-2013**

138,833

138,833

04-2013

140,832

140,832

01-2014

340,330

340,330

Q2-2014

707,327

707,327

03-2014

1,268,823

1,268,823

600,000

280,000 138,833

140,832

340,330 707,327 1,268,823

600,000

600,000

(320,000)

600,000

(320,000)

(141,167)

600,000

(461,167)

1,999

600,000

(459,168)

199,498

600,000

(259,670)

366,997

600,000

107,327

561,496

600,000

280,000 138.833

140.832

340,330

707,327 1.268,823

600,000

280.000 138.833 140,832 340,330

707,327 1,268.823

expected to be paid currently and charter revenue is expected to be paid in advance

its expenses as they are invoiced


42/55

EXHIBIT WG 8

START-UP EXPENSES


43/55

Exhibi t VVG-8

Page 1 of 1

WESTERN G LOBAL AIRLINES

START-UP COSTS AND SOURCES OF FUNDING

Most of Western Global Airlines' "start-up costs" will have already been borne by

Mr. Neff by the time this application is filed. Aircraft lease, insurance, salaries and

facilities rental will not be paid by the airline until the time revenue service is launched.

The only additional start-up costs that can be foreseen at this time are the

costs of obtaining FAA and DOT operating authority (including aircraft proving

runs); these will be attributed to the airline.

These costs are as follows:

MAINTENANCE BR IDGING & CONFORMITY 95,000.00

FAA DOT CERTIFICATION, LEGAL

125,000.00

CREW TRAINING

50,000.00

PROVING RUNS (TOTAL COST)

50,000.00

TOTAL

320,000.00

The very modest cost of the FAA certification is due to the fact that much of

the work is being performed by operations and maintenance experts already on

staff at companies that will be providing services to the proposed operation, who

contribute their time as needed on matters such as drafting the manuals.

Apart from funding already provided or to be provided by Mr. Neff, funding will

come from cash assets on deposit in the company's bank, and, to the extent necessary,

from the assets of the two trusts that own Western Global. Verification of the assets of

the Company and these trusts, and a pledge of trust assets from the trustees of these

trusts, are contained at Exhibit WG-10.


44/55

EXHIBIT W G 9

NARRATIVE FOR MEE TING

FINANCIAL FITNESS TE ST


45/55

Exhibi t WG -9

Page 1 of 1

WESTERN GLOBAL AIRLINES

FINANCIAL FITNESS ANALYSIS

As described in the previous exhibit, the company's pre-operating "startup"

costs are expected to be a very modest $320,000. Its projected

unreimbursed

operating costs for the first full year of the Western Global operation (starting Q4

2013) will be $17,518,010; thus a three-month average would be $4,379,502. These

expenses are easily covered by the company's available cash and short- term

securities.

The financial fitness test calculation is thus as follows:

Start Up Costs (to be paid by WGA)

3-Month Operating Cost Average

20,000

4,379,502

Total

4,699,502

Available Cash

7,380,893

Surplus

2,681,391

Funding is drawn from assets of Western Global and the two trusts that own the company.

See Exhibit WG-8.


46/55

EXHIBIT WG 10

THIRD-PARTY VERIFICATION OF FUNDS


47/55

Exhibit WG -10

Page 1 of 5

May 13, 2013

James K. Neff

Chief Executive Officer

Western Global Air, L.L.C.

5566 Broadcast Ct.

Sarasota, FL 34240

Re: Confirmation of Account Balances

Dear Mr. Neff:

Pursuant to your request, this letter will Conf

= that thc balances on deposit in this bank

for the follow entities are as follows, as of the date this letter:

O

Western Global Air, L.L.C. $600,000.00

O

James K. Neff 2012 Irrevocable Trust $3,419,427.14

O Carmit P. Neff 2012 Irrevocable Trust $3,361,466.26

GAIney

ice Preident

P Man Private. Bank

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48/55

Page 3 ot 6

JAMFS NEFF 2012 IRREVOCABLE TRUST

or the Period 3130/13 to 4;30113

CARMIT NEFF AS TRUSTEE

Businc_73

Mco

unt Summz:

-

:

Hstances

Amount

5698.78

iS2.730.87

Beginning Balance

Deposlis & Credi:s

3,718.730.36

596.73

Adruai Percertade Yie;id Earned Ms Period'

:nterest Paid This Period

'Ending Balance 1

$3,71q.427,14

interest Paid Yea'r-to-Dai;e

Transaction Detafl

&a,e

Description

Deposits &

Ored:ts

Transfers &

W:thdrawais

Ba:ance

03/30

Beginning Balance

53.718,730.36

34:23 interest : ayment

3.713.427.14

04130 Endina Balance

13,719,427.14

Totai

1696.73

1.:30.00)

P.

,ge 1 of 6


49/55

r . ) 7 ,

0

0

0 . 1

(.1

C O

4,)

(3

0

Exhibit WG-10

Page 3 of 5


50/55

Exhibi t WG-10

Page 4 of 5

The James K. Neff 2012 Irrevocable Trust


Miami Beach, FL 33109

May 10, 2013

Department of Transportation

Air Carrier Fitness Division


Dear Sir or Madam:

As trustee of the James K. Neff 2012 Irrevocable Trust (the "JKN Trust"), owner

of a 50 percent share of Western Global Airlines, L.L.C., I verify that the JKN Trust will

make available to Western Global, from the Trust's assets, any funds required to cover

any deficit in the carrier's operations, including startup expenses as well as direct and

indirect costs, during the first year of operation.

Please contact me should you require any further information.

Sincerely,

(,

-

Carmit P. Neff

Trustee

The James K. Neff 2012

Irrevocable Trust


51/55

)cerely,

Danielle J. N

Co-Trustee

The Carmit P. Neff

2012 Irrevocable Trust

/

7

/ James K. Neff

/ Co-Trustee

The Carmit P. Neff

2012 Irrevocable Trust

Exhibit WG-10

Page 5 of 5

The Carmit P. Neff 2012 Irrevocable Trust


Miami Beach, FL 33109

May 10, 2013

Department of Transportation

Air Carrier Fitness Division


Dear Sir or Madam:

As trustees of the Carmit P. Neff 2012

Irrevocable

Trust (the "CPN Trust"), owner

of a 50 percent share of Western Global Airlines, L,L.C., we verify that the CPN Trust

will rnake available to Western Global, from the Trust's assets, any funds required to

cover any deficit in the carrier's operations, including startup expenses as well as direct

and indirect costs, during the first year of operation,

Please contact us should you require any further information.


52/55

EXHIBIT WG 1 1

W A R S A W W A IV E R A G R E E M E N T


53/55

Exhib i t WG-11

Page 1 of 1

Docket OST 96-236

U.S. Department of Transportation

Office of the Secretary of Transportation

GREEMENT

he und -

E;igned C;a'rri -

ers (hereinafter referred to as "the Carriers') herebY a

-

6 -

re'; a

;la

owst

1. Each of the Carriers shall, effective May 16, 1966, Include the following in its conditions of carriage, including tariffs

embodying conditions of carriage filed by it with any government:

"The Carrier shall avail itself of the limitation Of liability provided in the Convention for the Unification of Certain Rules

Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended

by the Protocol signed at The Hague September 28th, 1955. However, In acmrdance with Article 22(1) of said Convention, or

said Convention as amended by said Protocol, the Carrier agrees thal, as to ail International transportation by the Carrier as

defined

in the sold Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage,

includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place

(1)

The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of

US $75,000

Inclusive of legal fees and costs, except that, In case of a claim brought in a State where provision is made for

separate award of legal fees and costs, the l imit shall be the sum of US $58,000 exclusive of legal fees and costs.

(2)

The Carrier shall not, with respect to any claim arising out of tha death, wounding, or other bodily injury of a

passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said

Protocol.

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on

behalf of, or in respect of any person who has willfully caused damage which resulted In death, wounding,

of

other bodily injury

of a passenger."

2. Each Carrier shell, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the

Convention, or the Convention as amended by the Hague Protocol, and by the special contract described In paragraph 1, the

following notice, which shall be printed In type at least as large as 10 point modern type and in ink contrasting with the stock on (i)

each ticket; (ii) a piece of paper either placed in the ticket envelope with me ticket or attached to the ticket; or (iii) on the ticket

envelope:

'ADVICE TO INTERNAT IONAL PASSE NGER ON L IMITAT ION OF L IAB IL ITY

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised

that the provisions of a treaty known as

the

Warsaw Convention may be applicable to the entire journey, including any portion

entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place

in the United states of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the

liability of

certain

((name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is

limited in most cases to proven damages not to exceed

OS

$75,000 per passenger, and that this liability up to such limit shall

not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special

contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier

tor death or Personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000.

The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be

examined on request.

Additional protection

c'an usually be obtained by purchasing insurance from a private company. Such insurance is not

affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further

information please consult your airline or insurance company representative."

3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-

23680, adopted May 13, 1966, The Agreement (Agreement 18900) became effective May 16, 1966, On January 1, 1965, this

Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.]

4, This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier

may become a pady to this Agreement by signing a counterpart hereof and depo4lin9 it with DOT.

5. Any Carrier party hereto may withdraw from this Agreement by givin

i

'welv (12) rJjpmtllswJU n no

(ce

f withdrawal to

DOT and the other Carriers parties to the Agreement.

(Signature and Date)

'Either alternative may

he used.

(printed

WME

(Came and Arldrels e(Carner)

64_

051 Form 4523 (Former ly CAB Farm 2831


54/55

EXHIBIT WG 12

PRESIDENT'S CERTIFICATION


55/55

Exhibit WG-12

Page 1 of 1

CERTIFICATr.

The contents of this application and the attached exhibits are true and correct to

the best of my knowledge and belief. Pursuant to Title 18 United States Code

Section 1001, I, James K. Neff, in my individual capacity and as the authorized

representative and CEO of Western Global Airlines, LLC, have not in any manner

knowingly and willfully falsified, concealed or failed to disclose any material fact

or made any false, fictitious, or fraudulent statement or knowingly used any

documents which contain such statements in connection with the preparation,

filing or prosecution of the application. I understand that an individual who is

found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or

imprisoned not more than five years, or both.

1

/James K. Neff

is Chief Executive Offi

Western Global Airline LLC

Date:

james neff's western global airlines dot application

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