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					      Case 1-12-40783-cec       Doc 253      Filed 03/19/12      Entered 03/19/12 18:47:55
                                                                            Docket #0253 Date Filed: 3/19/2012
                                Presentment Date and Time: April 13, 2012 at 12: 00 p.m. (Eastern Time)
                                     Objection Date and Time: April 6, 2012 at 4:00 p.m. (Eastern Time)



LOWENSTEIN SANDLER PC
Sharon L. Levine.
S. Jason Teele
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700 (Telephone)
(212) 262-7402 (Facsimile)

-and-

65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500 (Telephone)
(973) 597-2400 (Facsimile)

Proposed Counsel to the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF NEW YORK

In re:                                       Chapter 11

Global Aviation Holdings Inc., et al.,       Case Nos. 12-40783 (CEC)
                                                       12-40783 (CEC)
                         Debtors.                      12-40782 (CEC)
                                                       12-40784 (CEC)
                                                       12-40785 (CEC)
                                                       12-40786 (CEC)
                                                       12-40787 (CEC)
                                                       12-40788 (CEC)
                                                       12-40789 (CEC)
                                                       12-40790 (CEC)

                                             Jointly Administered


  APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
  FOR ORDER PURSUANT TO SECTION 328(a) AND 1103 OF THE BANKRUPTCY
     CODE, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL RULE 2014-1
 AUTHORIZING THE EMPLOYMENT AND RETENTION OF IMPERIAL CAPITAL,
   LLC AS ITS FINANCIAL ADVISOR, EFFECTIVE AS OF FEBRUARY 14, 2012




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                The Official Committee of Unsecured Creditors (the “Committee”) appointed in

the bankruptcy cases of the above-captioned debtors and debtors-in-possession (collectively, the

“Debtors”) submits this application (the “Application”) for an Order pursuant to 11 U.S.C. §§

328(a) and 1103(b) and Fed. R. Bank. P. 2014(a) authorizing and approving the employment and

retention of Imperial Capital, LLC (“Imperial”) as its financial advisor, effective as of February

14, 2012. In support of this Application, the Committee respectfully represents:

                                         BACKGROUND

                1.     On February 5, 2012 (the “Petition Date”), the Debtors filed voluntary

petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”).

                2.     Since the Petition Date, the Debtors have operated their businesses and

managed their properties as a debtor-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108.

                3.     No trustee or examiner has been appointed in the Debtors’ bankruptcy

cases.

                4.     On February 13, 2012, the Office of the United States Trustee appointed

the Committee pursuant to 11 U.S.C. § 1102.

                5.     On February 14, 2012, the Committee selected Imperial to serve as its

financial advisor in these cases.

                                    JURISDICTION AND VENUE

                6.     The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§

157 and 1334.

                7.     Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

                8.     The statutory predicates for the relief sought herein are 11 U.S.C. §§

328(a) and 1103(b) and Fed. R. Bankr. P. 2014(a).




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                                     RELIEF REQUESTED

               9.      By this Application, the Committee seeks the entry of an Order

authorizing and approving the employment of Imperial as its financial advisor to perform

services relating to the Debtors’ bankruptcy cases, effective as of February 14, 2012, pursuant to

sections 328(a) and 1103(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and

Rule 2014-1 of the Local Rules for the Eastern District of New York (the “Local Rules”), and

for approval of the proposed terms of employment during these chapter 11 cases as described

herein and in the affidavit of Marc A. Bilbao in support of the Application (the “Bilbao

Affidavit”).

                                     BASIS FOR RELIEF

               10.     The Bankruptcy Code empowers a committee appointed under 11 U.S.C.

§ 1102, with the Court’s approval, to employ professionals on any reasonable terms and

conditions of employment, including on a retainer, on an hourly basis, or on a contingent fee

basis, to perform services for such committee. See 11 U.S.C. §§ 328(a) and 1103(b). Pursuant

to Bankruptcy Code section 1103(b), a professional employed to represent a committee may not,

while employed by such committee, represent any other entity having an adverse interest in

connection with the case. See 11 U.S.C. § 1103. Bankruptcy Rule 2014 requires that an
application for retention include:
               [S]pecific facts showing the necessity for the employment, the
               name of the [firm] to be employed, the reasons for the selection,
               the professional services to be rendered, any proposed arrangement
               for compensation, and, to the best of the applicant’s knowledge, all
               of the [firm’s] connections with the debtor, creditors, any other
               party in interest, their respective attorneys and accountants, the
               United States Trustee, or any person employed in the office of the
               United States Trustee.

Fed. R. Bankr. Pro. 2014. Finally, Bankruptcy Rule 2016 requires professionals to file an

application seeing compensation and reimbursement of expenses. See, Fed. R. Bankr. Pro. 2016.




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                                 IMPERIAL’S QUALIFICATIONS

               11.      Imperial is a full-service investment bank offering a wide range of

services, including institutional sales, trading and research, and advisory services for financings,

mergers and acquisitions, and restructuring and recapitalizations. Imperial and its professionals

have extensive experience working with financially troubled companies in complex financial

restructurings both in chapter 11 cases and in out-of-court situations. Imperial is highly qualified

to advise on strategic alternatives and its professionals have extensive experience in deals

involving complex financial and operational restructurings.

               12.      As an active bankruptcy and restructuring advisor with significant

experience in a variety of industries, Imperial is well-qualified to serve as financial advisor to the

Committee.      Imperial specializes in assisting and advising debtors, creditors, creditor’s

committees, shareholders, bondholders and other parties involved with financially distressed

companies, both during and outside of bankruptcy cases, and has served as financial and strategic

advisors for debtors, creditors, and other constituents in numerous chapter 11 cases. See, e.g., In

re Coach Am Group Holdings Corp. No. 12-10010 (KG) (Bankr. D. Del. January 3, 2012) [Dkt.

No. 212]1, In re Ambassadors International, Inc., No. 11-11002 (KG) (Bankr. D. Del. April 25,

2011) [Dkt. No.141], In re Mesa Air Group, Inc., No. 10-10018 (MG) (Bankr. S.D.N.Y. Feb. 25,

2010) [Dkt. No. 372], In re Fairfield Residential, LLC, No. 09-14378 (BLS) (Bankr. D. Del. Feb.

23, 2010) [Dkt. No. 483], In re MagnaChip Semiconductor Finance Co., No. 09-12008 (PJW)

(Bankr. D. Del. Sept. 10, 2009) [Dkt. No. 274], In re Monaco Coach Corp., No. 09-10750 (KJC)

(Bankr. D. Del. April 9, 2009) [Dkt. No. 132], In re Qimonda Richmond LLC, No. 09-10589

(MFW) (Bankr. D. Del. May 18, 2009) [Dkt. No. 370], In re Landsource Communities

Development LLC, No. 08-11111 (KJC) (Bankr. D. Del. Aug. 27, 2008) [Dkt. No. 504], In re

Aloha Airlines Inc., No. 08-00337 (LK) (Bankr. D. Haw. April 8, 2008) [Dkt. No. 203], In re




1
       Imperial’s retention is pending approval as of March 1, 2012


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Movie Galley Inc., No. 07-33849 (DOT) (Bankr. E.D. Va. Nov. 27, 2007) [Dkt. No. 1016], and

In re Mesaba Aviation, Inc., No. 05-39258 (GFK) (Bankr. D. Minn. June 8, 2005) [Dkt No. 641].

               13.     Imperial also has significant knowledge of the airline industry. Imperial’s

professionals have advised numerous other airlines and their constituents in a variety of matters,

including, but not limited to, Aloha Airlines, Hawaiian Airlines, Mesa Airlines, Spirit Airlines,

the Official Committee of Unsecured Creditors for Mesaba Aviation, the Air Line Pilots

Association and its United Master Executive Council.

               14.     In light of the size and complexity of these chapter 11 cases, the

Committee requires the services of seasoned and experienced financial advisors familiar with (i)
the Debtors’ businesses and operations and (ii) the chapter 11 process.

                            IMPERIAL’S DISINTERESTEDNESS

               15.     Imperial has informed the Committee that, except as may be set forth in

the Bilbao Affidavit, it (i) has no connection with the Debtors, its creditors or other parties in

interest in these cases; (ii) does not hold or represent any interest adverse to the Debtors’ estates;

and (iii) believes it is a “disinterested person” as defined within Bankruptcy Code section

101(14).

               16.     Imperial has further informed the Committee that it will conduct an

ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist
or arise. If any new material facts, connections or relationships are discovered or arise, Imperial

will supplement its disclosure to the Court.

               17.     Imperial has also agreed not to share with any person or firm the

compensation to be paid for professional services rendered in connection with these chapter 11

cases.

                                SERVICES TO BE RENDERED

         18.   Imperial will provide the following services and advice to the Committee in

connection with the Debtors’ chapter 11 cases, including:             (i) analysis of the Debtors’



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businesses, operations, properties, financial condition, competition, forecast, prospects and

management; (ii) financial valuation of the ongoing operations of the Debtors; (iii) assisting the

Committee in developing, evaluating, structuring and negotiating the terms and conditions of a

potential restructuring plan, including the value of the securities, if any, that may be issued under

a restructuring plan; and (iv) providing such other financial advisory services with respect to the

Debtors’ financial issues as may from time to time be agreed upon between the Committee and

Imperial.

                       COMPENSATION AND FEE APPLICATIONS

               19.     Imperial’s decision to accept this engagement to advise and assist the

Committee is contingent upon its ability to be retained in accordance with its customary terms

and conditions of employment and compensated for its services.

               20.     The proposed overall compensation structure is comparable to

compensation generally charged by financial advisors of similar stature for comparable

engagements, both in and out of court and reflects a balance between monthly fees and fees

contingent on the consummation and closing of the transactions contemplated herein.

               21.     As compensation for the services rendered in these cases, the Committee

has agreed that Imperial should receive the following compensation (the “Fee Structure”) for its

services in these cases, which is presented here in summary form:

               (a)     A financial advisory fee of $75,000 per month (the
                       “Monthly Advisory Fee”), payable monthly in arrears
                       pursuant to any interim compensation procedures order
                       entered in the case. The first Monthly Advisory Fee shall
                       be pro-rated for one-half of the month of February
                       ($37,500).

               (b)     A completion fee (“Completion Fee”) of not less than
                       $250,000 and not more than $750,000, in such amount as
                       the Committee may determine in its sole and reasonable
                       discretion, payable in cash by wire upon Bankruptcy Court
                       approval and the consummation of a restructuring, defined
                       as either: (1) confirmation of a plan of reorganization in the
                       Debtors’ bankruptcy proceedings, or (2) a sale involving all
                       or a substantial amount of the business, securities or assets


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                        of the Debtors, or one or more subsidiaries or divisions of
                        the Debtors, or any transaction structured to substantially
                        achieve the same result (“Restructuring”).
               22.      In addition, subject to Court approval, without regard to whether a

Restructuring is consummated or this Agreement expires or is terminated, all fees, disbursements

and out-of-pocket expenses (the “Expenses”) incurred by Imperial in connection with the

services to be rendered hereunder (including, without limitation, reasonable attorneys’ fees,

travel and lodging expenses, word processing charges, messenger services, duplicating services,

facsimile expenses and other customary expenditures) shall be reimbursed to Imperial, or paid on

behalf of Imperial, promptly as billed.

               23.      In light of the proposed Fee Structure and general industry practice, the

Committee, along with Imperial, request that notwithstanding anything to the contrary in the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable orders of this Court or

any guidelines regarding submission and approval of fee applications, Imperial and its

professionals shall only be required to provide summary time records for services rendered, in

half-hour increments.     The proposed Fee Structure appropriately reflects the nature of the

services to be provided by Imperial and is consistent with the fee structures typically utilized by

financial advisors that do not bill their clients on an hourly basis.

               24.      The Committee submits that the fee arrangements proposed herein are

reasonable under the standards set forth in section 328(a) of the Bankruptcy Code, given (i) the

numerous issues Imperial may be required to address in the performance of its services these

cases, (ii) Imperial’s commitment to the variable level of time and effort necessary to address all

such issues as they arise and (iii) the market prices for Imperial’s services for engagements of

this nature in both out-of-court and chapter 11 contexts. The Committee believes that Imperial’s

proposed fees are reasonable and comparable to financial advisory fees in other complex chapter

11 cases.

               25.      Accordingly, Imperial’s engagement is appropriate under section 328(a) of

the Bankruptcy Code and Imperial should be subject to review only pursuant to the standards set


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forth in section 328(a) of the Bankruptcy Code and not subject to the standard of review set forth

in section 330 of the Bankruptcy Code provided, however, the Bankruptcy Court and the Office

of the United States Trustee may review the Monthly Advisory Fee and Completion Fee under

section 330 of the Bankruptcy Code.

               26.      Imperial will not share or agree to share any compensation to be paid in

these cases, in connection with services to be performed after the Petition Date, with any other

person, other than other principals and employees of Imperial, in accordance with section 504 of

the Bankruptcy Code.

               27.      The Committee respectfully submits that the employment of Imperial is in
the best interests of the Debtors, their creditors and their estates.

                                          COOPERATION

               28.      The Committee recognizes and confirms that Imperial, in connection with

performing services hereunder: (i) will be relying without investigation upon information that is

available from public sources and information and data regarding the business and financial

condition of the Debtors (“Information”) supplied to it by or on behalf of the Committee or the

Debtors; (ii) shall not in any respect be responsible for the accuracy or completeness of such

public information or Information or have any obligation to verify the same; (iii) shall not

conduct any appraisal of any assets of the Debtors; and (iv) may require that any solicitation
materials with respect to a restructuring or sale of the Debtors or their assets (such solicitation

materials, including, without limitation, all exhibits, amendments and supplements thereto) or

other materials contain appropriate disclaimers consistent with the foregoing.

                                       CONFIDENTIALITY

                29.     The Committee agrees that any advice, written or oral, provided by

Imperial to the Committee pursuant to this retention shall be treated as confidential by the

Committee.




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               30.     The Committee further agrees that such information shall be solely for the

information and assistance of the Committee in connection with its duties in these cases and shall

not be used, circulated, quoted or otherwise referred to for any other purpose, nor shall it be filed

with, included in or referred to, in whole or in part, in any registration statement, proxy

statement, offering materials or other communication, whether written or oral, prepared, issued

or transmitted by the Committee or any of their affiliates, directors, officers, employees, agents

or representatives, without, in each instance, Imperial’s prior written consent, which may be

given or withheld in Imperial’s sole discretion; provided, however, that the foregoing shall not

apply to any information which becomes publicly available other than as a result of the breach by
the Committee of the undertakings hereunder, or that which the Committee or the Debtors are

required to disclose by judicial or administrative process in connection with any action, suit,

proceeding or claim.

                                      INDEMNIFICATION

               31.     By this Application, the Committee has agreed to request that the Debtors

and their estates agree to indemnify Imperial, upon those terms set forth herein and in the Bilbao

Declaration (the “Indemnification Provision”).

               32.     Pursuant to the proposed Indemnification Provision, the Committee

respectfully requests an order requiring the Debtors and their estates to indemnify, defend, and
hold harmless Imperial, its officers, directors, shareholders, principals, members, managers,

employees, affiliates, subcontractors, representatives and agents (collectively, the “Imperial

Indemnified Parties”) from and against any and all losses, claims, damages, liabilities,

penalties, obligations and expenses, including, without limitation, the costs and expenses for

counsel, incurred by or asserted against the Imperial Indemnified Parties in connection with or in

any way related to Imperial’s engagement as financial advisors to the Committee.

               33.     In connection with the Indemnification Provision, Imperial agrees that:

                       (a)     all requests of the Imperial Indemnified Parties for
                               indemnification shall be made by means of an


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                             application (interim or final as the case may be)
                             filed with the Bankruptcy Court;

                      (b)    all requests by the Imperial Indemnified Parties for
                             indemnification by the Debtors and their estates
                             shall be subject to review by this Court to ensure
                             that payment of such indemnification amounts
                             conform to the terms of any Order approving this
                             indemnification and is reasonable based upon the
                             circumstances of the litigation or settlement in
                             respect of which indemnity is sought;

                      (c)    in no event shall the Imperial Indemnified Parties be
                             indemnified in the case of their own gross
                             negligence, willful misconduct, bad faith or breach
                             of fiduciary duty (if any);

                      (d)    in no event shall the Imperial Indemnified Parties be
                             indemnified if the Committee or a representative of
                             the Committee, asserts a claim for, and a court
                             determines by final order that such claim arose out
                             of, Imperial’s own gross negligence, or willful
                             misconduct; and

                      (e)    in the event that the Imperial Indemnified Parties
                             seek reimbursement for attorneys’ fees from the
                             Debtors and their estates pursuant to any Order
                             approving this indemnification, which shall be
                             permitted, the invoices and supporting time records
                             from such attorneys shall be included in Imperial’s
                             own applications (both interim and final) and such
                             invoices and time records shall be subject to the
                             United States Trustee’s guidelines for compensation
                             and reimbursement of expenses and the approval of
                             the Bankruptcy Court under the standards of
                             sections 330 and 331 of the Bankruptcy Code
                             without regard to whether such attorney has been
                             retained under section 328, 1103(a) and 1103(b) of
                             the Bankruptcy Code and without regard to whether
                             such attorneys’ services satisfy section 330(a)(3)(C)
                             of the Bankruptcy Code.
              34.     The Committee believes that the Indemnification Provision is customary

and reasonable for financial advisors, both in out-of-court and chapter 11 proceedings. See In re

Joan & David Halpern, Inc., 248 B.R. 43 (Bankr. S.D.N.Y. 2000)(authorizing indemnification of



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LOWENSTEIN SANDLER PC
Sharon L. Levine.
S. Jason Teele
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700 (Telephone)
(212) 262-7402 (Facsimile)

-and-

65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500 (Telephone)
(973) 597-2400 (Facsimile)

Proposed Counsel to the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF NEW YORK

In re:                                     Chapter 11

Global Aviation Holdings Inc., et al.,     Case Nos. 12-40783 (CEC)
                                                     12-40783 (CEC)
                         Debtors.                    12-40782 (CEC)
                                                     12-40784 (CEC)
                                                     12-40785 (CEC)
                                                     12-40786 (CEC)
                                                     12-40787 (CEC)
                                                     12-40788 (CEC)
                                                     12-40789 (CEC)
                                                     12-40790 (CEC)

                                           Jointly Administered


 AFFIDAVIT OF MARC A. BILBAO IN SUPPORT OF THE APPLICATION OF THE
 OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ORDER PURSUANT
  TO SECTION 328(a) AND 1103 OF THE BANKRUPTCY CODE, BANKRUPTCY
     RULES 2014 AND 2016, AND LOCAL RULE 2014-1 AUTHORIZING THE
    EMPLOYMENT AND RETENTION OF IMPERIAL CAPITAL, LLC AS ITS
        FINANCIAL ADVISOR EFFECTIVE AS OF FEBRUARY 14, 2012




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                Marc A. Bilbao, pursuant to 28 U.S.C. § 1746, hereby states as follows:

                1.     I am a managing director of Imperial Capital, LLC (“Imperial”) which

maintains its principal offices at 2000 Avenue of the Stars, 9th Floor South, Los Angeles,

California 90067. I am authorized to execute this affidavit (the “Affidavit”) on behalf of

Imperial. Unless otherwise stated in this Affidavit, I have personal knowledge of the facts set

forth herein.

                2.     I submit this Affidavit in support of the Application of the Official

Committee of Unsecured Creditors for an Order Pursuant to Section 328(a) and 1103(b) of the

Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1 Authorizing the

Employment and Retention of Imperial Capital, LLC, as its Financial Advisor, effective as of
February 14, 2012 (the “Application”).1

                3.     I submit this Affidavit in compliance with sections 328 and 1103 of title

11 of the United States Code (the “Bankruptcy Code”) and to provide the disclosure required

under Rules 2014(a), 2016, and 5002 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”).

                4.     To the extent that any information disclosed herein requires amendment or

modification upon Imperial’s completion of further analysis or as additional information

becomes available to Imperial, I intend to submit, or cause to be submitted, a supplemental

Affidavit to the Court reflecting the same.

                              IMPERIAL’S QUALIFICATIONS

                5.     Imperial is a full-service investment bank offering a wide range of

services, including institutional sales, trading and research, and advisory services for financings,

mergers and acquisitions, and restructuring and recapitalizations. Imperial and its professionals

have extensive experience working with financially troubled companies in complex financial


1
       Any capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Application.

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restructurings both in chapter 11 cases and in out-of-court situations. Imperial is highly qualified

to advise on strategic alternatives and its professionals have extensive experience in deals

involving complex financial and operational restructurings.

               6.      As an active bankruptcy and restructuring advisor with significant

experience in a variety of industries, Imperial is well-qualified to serve as financial advisor to the

Committee.     Imperial specializes in assisting and advising debtors, creditors, creditors’

committees, shareholders, bondholders and other parties involved with financially distressed

companies, both during and outside of bankruptcy cases, and has served as financial and strategic

advisors for debtors, creditors, and other constituents in numerous chapter 11 cases. See, e.g., In

re Coach Am Group Holdings Corp. No. 12-10010 (KG) (Bankr. D. Del. January 3, 2012) [Dkt.

No. 212]2, In re Ambassadors International, Inc., No. 11-11002 (KG) (Bankr. D. Del. April 25,
2011) [Dkt. No.141], In re Mesa Air Group, Inc., No. 10-10018 (MG) (Bankr. S.D.N.Y. Feb. 25,

2010) [Dkt. No. 372], In re Fairfield Residential, LLC, No. 09-14378 (BLS) (Bankr. D. Del. Feb.

23, 2010) [Dkt. No. 483], In re MagnaChip Semiconductor Finance Co., No. 09-12008 (PJW)

(Bankr. D. Del. Sept. 10, 2009) [Dkt. No. 274], In re Monaco Coach Corp., No. 09-10750 (KJC)

(Bankr. D. Del. April 9, 2009) [Dkt. No. 132], In re Qimonda Richmond LLC, No. 09-10589

(MFW) (Bankr. D. Del. May 18, 2009) [Dkt. No. 370], In re Landsource Communities

Development LLC, No. 08-11111 (KJC) (Bankr. D. Del. Aug. 27, 2008) [Dkt. No. 504], In re

Aloha Airlines Inc., No. 08-00337 (LK) (Bankr. D. Haw. April 8, 2008) [Dkt. No. 203], In re

Movie Galley Inc., No. 07-33849 (DOT) (Bankr. E.D. Va. Nov. 27, 2007) [Dkt. No. 1016], and

In re Mesaba Aviation, Inc., No. 05-39258 (GFK) (Bankr. D. Minn. June 8, 2005) [Dkt No. 641].

               7.      Imperial also has significant knowledge of the airline industry. Imperial’s

professionals have advised numerous other airlines and their constituents in a variety of matters,

including, but not limited to, Aloha Airlines, Hawaiian Airlines, Mesa Airlines, Spirit Airlines,




2
       Imperial’s retention is pending approval as of March 14, 2012

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the Official Committee of Unsecured Creditors for Mesaba Aviation, the Air Line Pilots

Association and its United Master Executive Council.

                                SERVICES TO BE RENDERED

               8.      Imperial will provide the following services and advice to the Committee

in connection with the Debtors’ chapter 11 cases:          (i) analysis of the Debtors’ businesses,

operations, properties, financial condition, competition, forecast, prospects and management; (ii)

financial valuation of the ongoing operations of the Debtors’ businesses; (iii) assisting the

Committee in developing, evaluating, structuring and negotiating the terms and conditions of a
potential restructuring plan, including the value of the securities, if any, that may be issued under

a restructuring plan; and (iv) providing such other financial advisory services with respect to the

Debtors’ financial issues as may from time to time be agreed upon between the Committee and

Imperial.

                             IMPERIAL’S DISINTERESTEDNESS

               9.      In connection with the preparation of this Affidavit, Imperial reviewed the

list of potential parties in interest (the “Parties in Interest”) attached to the Application to

Employ Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession (Docket

No. 75), a copy of which is attached hereto as Exhibit A.
               10.     Imperial has not represented any of the Parties in Interest in connection

with matters relating to the Debtors, their estates, assets or businesses and will not represent
other entities which are creditors of, or have other relationships to, the Debtors in matters

relating to the Debtors, their estates, assets or businesses, except as otherwise set forth herein.
               11.     Imperial provides financial advisory services to an array of clients in the

areas of restructuring and distressed debt. As a result, Imperial has represented, and may in the
future represent, certain Parties in Interest in matters unrelated to these chapter 11 cases, either

individually or as part of representation of a committee of creditors or interest holders.




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               12.       Imperial frequently has been and will continue to be engaged to perform

corporate finance activities in the airline industry. Notwithstanding, none of those engagements

will involve airlines that are currently either creditors or equity holders of the debtors and where

the work does not present a conflict with the Debtors.

               13.       Imperial and its affiliates may have and may continue to have investment

banking and other relationships with parties other than the Debtors pursuant to which Imperial

may acquire information of interest to the Committee. Imperial shall have no obligation to

disclose such information to the Committee, or to use such information in connection with its

duties in these cases.

               14.       To the best of my knowledge and belief, neither Imperial nor I, nor any

other employee of Imperial that will work on this engagement has any connection with or holds

any interest adverse to the Committee, the Debtors or their estates or the Parties in Interest in the

matters on which Imperial is proposed to be retained, except as otherwise set forth below and

described in more detail in the schedule of disclosed matters attached hereto as Exhibit B:

               (a)       Various departments within Imperial have numerous
                         clients, past and present, which are located throughout the
                         world, in a variety of industries. Such clients include
                         certain of the equity holders of the Debtors and certain of
                         the persons or entities that are identified as creditors of the
                         Debtors. Imperial or its affiliates may have investments in
                         certain of the Debtors’ creditors and Imperial’s research
                         department may have issued research covering some of the
                         Debtors’ creditors, and may in the future issue research on
                         additional creditors. The management of these investments
                         and the direction of any Imperial research are not within
                         my purview or the purview of Imperial’s corporate finance
                         department. Nevertheless, insofar as I have been able to
                         ascertain based on the results of the foregoing, to the best
                         of my knowledge, Imperial has not advised any party in
                         interest in connection with these chapter 11 cases.

               (b)       Imperial is a large financial advisory firm and has likely
                         provided services unrelated to the Debtors for companies
                         and individuals that have conducted business in the past
                         and/or currently conduct business with the Debtors, and


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                       who may be creditors of the Debtors. To the best of my
                       knowledge, information and belief, Imperial’s services to
                       these parties were and are wholly unrelated to the Debtors,
                       their estates or these chapter 11 cases.

               (c)     As part of its practice, Imperial appears in numerous cases,
                       proceedings, and transactions involving many different
                       professionals, some of which may represent claimants and
                       parties in interest in the Debtors’ chapter 11 cases.
                       Furthermore, Imperial has in the past and will likely in the
                       future be working with or against other professionals
                       involved in these cases in matters unrelated to these cases.
                       Based on my current knowledge of the professionals
                       involved, and to the best of my knowledge and information,
                       none of these business relationships represents an interest
                       materially adverse to the Debtors herein in matters upon
                       which Imperial is to be engaged.
               15.     Imperial has not been retained to assist any entity or person other than the

Committee on matters relating to these chapter 11 cases. If the Court approves Imperial’s

retention, Imperial will not accept any engagement or perform any service for any entity or

person other than the Committee in these chapter 11 cases. Imperial will, however, continue to

provide professional services to entities or persons that may be creditors or equity security

holders of the Debtors or Parties in Interest in these chapter 11 cases; provided that such services

do not relate to, or have any direct connection with, these chapter 11 cases or the Debtors.

               16.     Accordingly, except as otherwise set forth herein, insofar as I have been

able to determine, none of Imperial, I, nor any employee of Imperial who will work on the

engagement holds or represents any interest adverse to the Committee, and Imperial is a

“disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) of the Bankruptcy Code, in that Imperial, and its professionals and

employees who will work on the engagement:

               (a)     are not creditors, equity security holders, or insiders of the
                       Debtors;

               (b)     were not, within two years before the date of filing of the
                       Debtors’ chapter 11 petitions, a director, officer, or
                       employee of the Debtors;


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              (c)     do not have an interest materially adverse to the interest of
                      the Debtors’ estates or any class of creditors or equity
                      security holders, by reason of any direct or indirect
                      relationship to, connection with or interest in the Debtors,
                      or for any other reason; and

              (d)     do not have a connection with the Bankruptcy Judge
                      presiding over these cases or the United States Trustee or
                      any person employed by the office of the United States
                      Trustee.
              17.     If any new relevant facts or relationships are discovered or arise during the

pendency of these chapter 11 cases, Imperial will use reasonable efforts to identify such further

developments and will promptly file a supplemental affidavit as required by Bankruptcy Rule
2014.

                            PROFESSIONAL COMPENSATION

              18.     As compensation for its services rendered in these cases, Imperial seeks

the following compensation (the “Fee Structure”), which is presented here in summary form:

              (a)     A financial advisory fee of $75,000 per month (the
                      “Monthly Advisory Fee”), payable monthly in arrears
                      pursuant to any interim compensation procedures order
                      entered in the case. The first Monthly Advisory Fee shall
                      be pro-rated for one-half of the month of February
                      ($37,500).

              (b)     A completion fee (“Completion Fee”) of not less than
                      $250,000 and not more than $750,000, in such amount as
                      the Committee may determine in its sole and reasonable
                      discretion, payable in cash by wire upon Bankruptcy Court
                      approval and the consummation of a restructuring, defined
                      as either: (1) confirmation of a plan of reorganization in the
                      Debtors’ bankruptcy proceedings, or (2) a sale involving all
                      or a substantial amount of the business, securities or assets
                      of the Debtors, or one or more subsidiaries or divisions of
                      the Debtors, or any transaction structured to substantially
                      achieve the same result (“Restructuring”).
              19.     In addition, subject to Court approval, without regard to whether a

Restructuring is consummated or this Agreement expires or is terminated, all fees, disbursements

and out-of-pocket expenses (the “Expenses”) incurred by Imperial in connection with the


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services to be rendered hereunder (including, without limitation, reasonable attorneys’ fees,

travel and lodging expenses, word processing charges, messenger services, duplicating services,

facsimile expenses and other customary expenditures) shall be reimbursed to Imperial, or paid on

behalf of Imperial, promptly as billed.

               20.      The proposed Fee Structure is consistent with Imperial’s normal and

customary billing practices for comparably-sized and complex cases and transactions, both in

and out of court, involving the services to be provided in connection with these chapter 11 cases.

The proposed Fee Structure was established to reflect the difficulty of the assignments Imperial

expects to undertake.

               21.      Imperial will file interim and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incurred in accordance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for the

United States Bankruptcy Court for the Eastern District of New York and any applicable orders

of the Court, provided that Imperial and its professionals shall only be required to provide

summary time records for services rendered postpetition, in half-hour increments.

               22.      To the best of my knowledge, Imperial has no agreement with any other

entity to share with such entity any compensation received by Imperial in connection with the

Debtors’ bankruptcy cases.

                                          COOPERATION

               23.      In connection with performing services to the Committee in these cases,

Imperial (i) will be relying, without investigation, upon information that is available from public

sources and information and data regarding the business and financial condition of the Debtors

(“Information”) supplied to it by or on behalf of the Committee or the Debtors; (ii) shall not in

any respect be responsible for the accuracy or completeness of such public information or

Information or have any obligation to verify the same; (iii) shall not conduct any appraisal of any

assets of the Debtors; and (iv) may require that any solicitation materials with respect to a



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restructuring or sale of the Debtors or their assets (such solicitation materials, including, without

limitation, all exhibits, amendments and supplements thereto, the “Disclosure Statement”) or

other materials contain appropriate disclaimers consistent with the foregoing.

                                      CONFIDENTIALITY


               24.     Any advice, written or oral, provided to the Committee by Imperial

pursuant to this retention shall be solely for the information and assistance of the Committee in
connection with its duties in these cases. The Committee has agreed that such information shall
not be used, circulated, quoted or otherwise referred to for any other purpose, nor shall it be filed

with, included in or referred to, in whole or in part, in any registration statement, proxy

statement, offering materials or other communication, whether written or oral, prepared, issued

or transmitted by the Committee or any of their affiliates, directors, officers, employees, agents

or representatives, without, in each instance, Imperial’s prior written consent, which may be

given or withheld in Imperial’s sole discretion; provided, however, that the foregoing shall not

apply to any information which becomes publicly available other than as a result of the breach by

the Committee of the undertakings hereunder, or that which the Committee or the Debtors are

required to disclose by judicial or administrative process in connection with any action, suit,

proceeding or claim.

                                      INDEMNIFICATION

               25.     As described more fully in the Application, Imperial’s decision to accept

this engagement is contingent upon its ability to be retained in accordance with its customary

terms of employment which include the Indemnification Provision.

               26.     Pursuant to the Indemnification Provision, the Committee agrees to seek

an order directing the Debtors and their estates to indemnify, defend, and hold harmless Imperial,

its officers, directors, shareholders, principals, members, managers, employees, affiliates,

subcontractors, representatives and agents (collectively, the “Imperial Indemnified Parties”) from



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and against any and all losses, claims, damages, liabilities, penalties, obligations and expenses,

including, without limitation, the costs and expenses for counsel, incurred by or asserted against

the Imperial Indemnified Parties in connection with or in any way related to Imperial’s

engagement as financial advisors to the Committee.

               27.    In connection with the Indemnification Provision, Imperial agrees that:

               (a)    all requests of the Imperial Indemnified Parties for
                      indemnification shall be made by means of an application
                      (interim or final as the case may be) filed with the
                      Bankruptcy Court;

               (b)    all requests by the Imperial Indemnified Parties for
                      indemnification by the Debtors and their estates shall be
                      subject to review by this Court to ensure that payment of
                      such indemnification amounts conform to the terms of any
                      Order approving this indemnification and is reasonable
                      based upon the circumstances of the litigation or settlement
                      in respect of which indemnity is sought;

               (c)    in no event shall the Imperial Indemnified Parties be
                      indemnified in the case of their own gross negligence,
                      willful misconduct, bad faith or breach of fiduciary duty (if
                      any);

               (d)    in no event shall the Imperial Indemnified Parties be
                      indemnified if the Committee or a representative of the
                      Committee, asserts a claim for, and a court determines by
                      final order that such claim arose out of, Imperial’s own
                      gross negligence, or willful misconduct; and

               (e)    in the event that the Imperial Indemnified Parties seek
                      reimbursement for attorneys’ fees from the Debtors and
                      their estates pursuant to any Order approving this
                      indemnification, which shall be permitted, the invoices and
                      supporting time records from such attorneys shall be
                      included in Imperial’s own applications (both interim and
                      final) and such invoices and time records shall be subject to
                      the United States Trustee’s guidelines for compensation
                      and reimbursement of expenses and the approval of the
                      Bankruptcy Court under the standards of sections 330 and
                      331 of the Bankruptcy Code without regard to whether
                      such attorney has been retained under section 328, 1103(a)
                      and 1103(b) of the Bankruptcy Code and without regard to



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                   whether such attorneys’ services             satisfy   section
                   330(a)(3)(C) of the Bankruptcy Code.


                   I state under penalty of perjury that the forgoing is true and correct.


Dated: March 15, 2012                                             /s/ Marc A. Bilbao
                                                                  Marc A. Bilbao




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                                     EXHIBIT A




26587/2
03/19/2012 19896931.1
       Case 1-12-40783-cec     Doc 253-1     Filed 03/19/12     Entered 03/19/12 18:47:55




               The following lists of reviewed entities were adopted from the Application to
Employ Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession, effective
nunc pro tunc to the Commencement Date [Docket No. 75].

                                        List of Schedules

Schedule     Category
1(a)         Current and Recent Former Entities Affiliated with the Debtors
1(b)         Current and Recent Former Directors and Officers
1(c)         Aircraft Lessors
1(d)         Banks
1(e)         Bondholder Parties
1(f)         Counterparties to Contracts and Leases
1(g)         Creditors’ Committee
1(h)         Fuel Suppliers
1(i)         Insurers
1(j)         Letter of Credit Beneficiaries
1(k)         Lienholders
1(l)         Litigants
1(m)         Professionals
1(n)         Secured Lenders
1(o)         Significant Customers
1(p)         Significant Shareholders
1(q)         Surety Bond Parties
1(r)         Unions
1(s)         U.S. Trustee, Judges, and Court Contacts for the Eastern District of New York (and
             Key Staff Members)
1(t)         Vendors




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                                    SCHEDULE 1(a)

              Current and Recent Former Entities Affiliated with the Debtors

ATA Airlines Inc. (estate of)
Global Aviation Holdings Inc.
Global Aviation Ventures SPV LLC
Global Shared Services Inc.
New ATA Acquisition Inc.
New ATA Investment Inc.
North American Airlines Inc.
World Air Holdings Inc.
World Airways Inc.
World Airways Parts Co. LLC
World Risk Solutions Ltd.




                                           -3-
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                                   SCHEDULE 1(b)

                    Current and Recent Former Directors and Officers

Addison, Charles H.J.                      Jansen, Jean-Peter
Appleby Services (Bermuda) Ltd.            Matlin, David
Arrowsmith, Stephen                        McDonald, Charles P.
Bauer, Brian T.                            McMillin, Mark M.
Binns, Robert                              Montford, Larry
Binns, Robert R.                           New, Jason
Bowen, Marjorie                            Palmer, Mark
Casbarro, James                            Perry, Robert M.
Cassidy, Duane H.                          Polk, Christel
Chodock, Marc                              Robinson, Erica
Dibert, Bruce                              Sanborn, Jeffrey P.
Ervin-Belasco, Lana K.                     Schoels, Peter
Falk, Hendrik                              Smith, Suzanne
Frick, Sean                                Stockbridge, William
Garrett, Heath                             Teitelbaum, Larry
Garrett, William A.                        Wax, Martin J.
Geanacopolous, George                      Wehrenberg, Jeffrey W.
Gibson, Reid C.                            Whelan, Kilian
Gillman, Brian S.                          Wilson, George
Hiatt, Kevin L.                            Wilson, Lois
Hiles, Cheryl                              Yeager, William, Capt.
     Case 1-12-40783-cec     Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




                                       SCHEDULE 1(c)

                                       Aircraft Lessors

AerCap Aviation Solutions
Aircastle
BBAM LP
Boeing Capital Corp.
DVB
GE Capital Aviation Services (GECAS)
International Lease Finance Corp.
Vx Capital Partners
    Case 1-12-40783-cec   Doc 253-1   Filed 03/19/12   Entered 03/19/12 18:47:55




                                SCHEDULE 1(d)

                                      Banks

CommerzBank (Germany)
Sanwa Bank (Japan)
Valley National Bank
Wells Fargo Bank NA
Yakota (Japan)
    Case 1-12-40783-cec     Doc 253-1   Filed 03/19/12   Entered 03/19/12 18:47:55




                                  SCHEDULE 1(e)

                                 Bondholder Parties

American Financial Corp.                  MatlinPatterson Global Advisers LLC
Beach Point Capital Management            MatlinPatterson Global Advisors
Brandywine Global                         MFC Global Investment Managers
Calvert                                   Midocean
Calvert Asset Management Co.              Moody's Investor Services
Chatham Capital                           Nomura Corporate Research Asset
Columbia Management                       Nomura Securities International
Credit-Suisse                             Nuveen Investments
Delaware Investments                      Oppenheimer Capital Management
EOS Partners                              Sandler Capital Management
EOS Partners LP                           Schroder Investment Management
Goodwin Capital Advisers                  Scotia Capital Markets
Guggenheim Partners                       Silver Rock Financial
Guggenheim Partners LLC                   Standard & Poor's
Hourglass Capital LLC                     Summit Partners
Jefferies & Co. Inc.                      Tegean Capital Management
Jefferies Capital Partners                UBS Global Asset Management
John Hancock Advisors                     Waddell & Reed Investments
John Hancock Asset Management             Wells Fargo
JP Morgan Asset Management                Wells Fargo Bank NA
Loews
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                                   SCHEDULE 1(f)

                        Counterparties to Contracts and Leases

ADCAP Network Systems
American Airlines Inc.
Astar USA LLC
ATA Plan Trust
Aviation Management & Consulting Services (AMCS)
Cisco Capital
Evergreen International Airlines Inc.
Fidelity Management Trust Co.
Millman Inc.
United States Transportation Command (TRANSCOM)
US Airways Inc.
     Case 1-12-40783-cec       Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




                                         SCHEDULE 1(g)

                                    Creditors’ Committee

Airline Pilots Association
Goodrich Corp.
HEMW LLC
International Brotherhood of Teamsters
Local 210 Pension Fund
Specialized Freight Forwarders
Wilmington Trust Co.
World Fuel Services Inc.
     Case 1-12-40783-cec         Doc 253-1   Filed 03/19/12   Entered 03/19/12 18:47:55




                                       SCHEDULE 1(h)

                                        Fuel Suppliers

Air BP
Air Total International
Aircraft Service International Inc.
AvFuel Corp.
Chevron
Defense Energy Support Center
Defense Logistics Agency
Irving Oil
Mariah Fuels
Shell Aviation
Tesoro Alaska
Tesoro Hawaii Corp.
Tesoro Refining & Marketing
Total Petrochemicals USA Inc.
World Fuel Services
     Case 1-12-40783-cec       Doc 253-1      Filed 03/19/12   Entered 03/19/12 18:47:55




                                       SCHEDULE 1(i)

                                              Insurers

ACE American Insurance Co.                       Metropolitan Life Insurance Co.
Allianz Compania De Seguros y Reaseguros         Metropolitan Property & Casualty Insurance
Allianz Global Risks US Insurance Co.            Co.
Allianz Mexico SA                                National Union Fire Insurance Co.
AXA Corporate Solutions Assurance                National Union Fire Insurance Co. of PA
Berkley                                          National Union Fire Insurance Co. of
BUPA Insurance Ltd.                              Pittsburgh, PA
Chartis                                          National Union Insurance Co. (Chartis)
Companion Life Insurance Co.                     New Hampshire Insurance Co.
Delta Dental Insurance Co.                       Professional Indemnity Agency Inc.
Federal Aviation Administration (FAA)            Starnet Insurance Co.
Federal Insurance Co.                            Starr
Global Aerospace                                 Starr Surplus Insurance Co.
Global Benefits Group Inc.                       Travelers Property & Casualty Co. of
Hartford Fire Insurance Co., The                 America
Indemnity Insurance Co. of North America         United Healthcare National Accounts
Insurance Co. of the State of Pennsylvania,      Unum Life Insurance Co. of America
The                                              Vista Underwriting Partners LLC
Ironshore Specialty Insurance Co.                XL Specialty Insurance Co.
LaReunion Aerienne
     Case 1-12-40783-cec      Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




                                      SCHEDULE 1(j)

                                Letter of Credit Beneficiaries

AIG Aviation Insurance Inc.
Airport Commission
Atlanta Department of Aviation, City of (GA)
Continental Airlines
Dan & Janice McKinnon Family Trust
Federal Insurance Co.
International Lease Finance Corp.
Los Angeles Department of Airports, City of (CA)
Los Angeles, City of (CA)
McKinnon, Dan
National Union
Port Authority of NY & NJ
Port of Seattle Aviation Properties
Prudential Mortgage Capital
Traveler's Casualty & Surety
Traveler's Casualty & Surety Co.
     Case 1-12-40783-cec      Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




                                      SCHEDULE 1(k)

                                          Lienholders

AerCap Leasing USA II Inc.
AFS Investments 50 LLC
Cisco Systems Capital Corp.
Dell Financial Services LLC
Delta Air Lines Inc.
DK Acquisition Partners LP
Doosan Global Finance
Hewlett-Packard Financials Services Co.
Jefferies Finance LLC
US Bank NA
V36-MD 11 Statutory Trust
     Case 1-12-40783-cec       Doc 253-1     Filed 03/19/12    Entered 03/19/12 18:47:55




                                        SCHEDULE 1(l)

                                            Litigants

Agence pour la Sécurité de la Navigation Aérienne en Afrique et à Madagascar, L'
Air Italy
Akhtar, Jamil
Allied Packing
Alvarado, Johnny
ASECNA
ASECNA
Chavez, Pedro Amarante
Department of Labor (OSHA)
DFS Services LLC
Discover Card Services Inc.
Discover Financial Services Inc.
Discover Financial Services LLC
Eden Solutions Technologies Ltd.
Federal Aviation Administration (FAA)
Federal Express
Gilbert, John
Ilyas, Adnan
Laryea, Henry
RRH
Schenck, Maeling
Sensation Tours
Siewsankar, Devika
Skonieczki, Todd
US Department of the Treasury
Ustad, Ola
Valentino, Salvatore
Vest, Timothy
Wilmington Trust Co.
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                                       SCHEDULE 1(m)

                                         Professionals

Ernst & Young
Ford & Harrison LLP
Houlihan Lokey
Hyatt Legal Plans Inc.
Imperial Capital
Kurtzman Carson Consultants
Latham & Watkins LLP
Lowenstein Sandler
Rothschild, Inc.
Seabury
Wachtell, Lipton, Rosen & Katz
     Case 1-12-40783-cec     Doc 253-1    Filed 03/19/12   Entered 03/19/12 18:47:55




                                     SCHEDULE 1(n)

                                     Secured Lenders

Blackstone Holdings Finance Co. LLC
Blackstone/GSO Capital Solutions Fund LP
Blackstone/GSO Capital Solutions Overseas Master Fund LP
Wells Fargo Bank NA
    Case 1-12-40783-cec     Doc 253-1    Filed 03/19/12   Entered 03/19/12 18:47:55




                                    SCHEDULE 1(o)

                                 Significant Customers

American Airlines Inc.
Astar USA LLC
Aviation Management & Consulting Services LLC
Evergreen International Airlines Inc.
Silk Way Airlines
US Airways Inc.
     Case 1-12-40783-cec     Doc 253-1    Filed 03/19/12    Entered 03/19/12 18:47:55




                                     SCHEDULE 1(p)

                                 Significant Shareholders

Binns, Robert R.
Blackstone/GSO Capital Solutions Fund LP
Blackstone/GSO Capital Solutions Overseas Master Fund LP
Garrett, William A., III
MatlinPatterson ATA Holdings LLC
McDonald, Charles P.
RTCO
     Case 1-12-40783-cec      Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




                                      SCHEDULE 1(q)

                                     Surety Bond Parties

American Casualty Co. of Reading PA
Continental Casualty Co.
Federal Insurance Co.
Hawaii Department of Transportation, State of - Airport Division
Hillsborough County Aviation Authority
Maryland Aviation Administration
New York State, Division of the Budget, New York State Liquor Authority
RLI Insurance Co.
St. Paul Fire & Marine Insurance Co.
Travelers Casualty & Surety Co.
US Department of Homeland Security, Bureau of Customs & Border
US Department of Justice Immigration & Naturalization Services-Newark
Westchester Fire Insurance Co.
Western Surety Co.
     Case 1-12-40783-cec       Doc 253-1    Filed 03/19/12   Entered 03/19/12 18:47:55




                                         SCHEDULE 1(r)

                                            Unions

Air Line Pilots Association
International Brotherhood of Teamsters
Transport Union AFL-CIO
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                                     SCHEDULE 1(s)

United States Trustee, Judges, and Court Contacts for the Eastern District of New York (and
                                    Key Staff Members)

Amador-Santiago, Mildred
Anemone, Veronica
Azoff, Jonathan
Bloomfield, Clifford
Clarke, Janease
Craig, Carla E., Hon.
Curtin, William E.
Czarniecki, Leiden
Drapan, George
Ducille, Chevonne
Feller, Jerome, Hon.
Flom, Beret
Goldstein, Martin
Gottesman, Joan
Howard, Angela
Jackson, Sheree
Kanter, Elise
Leonard, Tracie
Leonhard, Alicia M.
LeVien, Matthew
Martin, Marylou
Mignone, Nicole
Rettagliata, Lynda A.
Rosenthal, Joel B., Hon.
Scherman, Randi
Stavis, Robert
Stong, Elizabeth S., Hon
Weiss, Sharon
Zucker, Evan
     Case 1-12-40783-cec     Doc 253-1    Filed 03/19/12    Entered 03/19/12 18:47:55




                                     SCHEDULE 1(t)

                                          Vendors

AAR Aircraft Service Miami                   Atlas Air
AAR Cargo Systems                            Atlas Air Entertainment
AAR Landing Gear Center                      Atlas Air Entertainment Concepts Inc.
AAR Landing Gear Services                    Australian Civil Aviation Safety Authority
Aaxico                                       Auto Alig GmbH
Abri-Taxi Sprl Limousines                    Av-Air
Abu Dhabi Aircraft Technolgies               Avdyne
Acciona Airport Services Frankfurt GmbH      Av-Ex Aviation Excellence
ACL Airshop                                  Avia Partner
ADP Inc                                      Aviall Distribution Services
Aercap Ireland Ltd.                          Aviall Inc.
Aero Mechancal Services Ltd. Flyht           Aviall Services Inc.
Aeronautical Technical Services Inc.         Avianor
Aeronautical Telecommunication               Aviation Avionics
Aerospace Accessory Service Inc.             Aviation Technical Services
Aerotech Fms Pvt Ltd.                        Avicon
Aerotek Aviation LLC                         Avid Airline Products
Aeroturbine Inc.                             Avio Diepen Inc.
Aersale Inc.                                 Avio-Diepen
AFS Investments 75 Inc.                      Aviolinx Ab - Stockholm Radio
Air Dispatch                                 Avion Graphics
Air Dispatch GmbH                            Avtec USA
AirConsult                                   Axis Global Logisitcs
Aircraft Inspection & Management LLC         B/E Aerospace Inc.
Airlines Rep. Europe                         Bae Systems Controls Inc.
Airports Fiji Ltd.                           Bahrain Airport Co.
AJ Walter Aviation                           Bahrain Airport Services
American Airlines                            Bahrain Ministry of Health, Civil Aviation
American Express                             Affairs
Ameron Global Products Support               Bangladesh Civil Aviation Authority
Amsafe Aviation                              Bangor International Airport
Amsafe Bridport                              Barfield Inc.
Amsafe Inc. #05                              Barfield Instrument Corp.
ANA Aviation Services                        BE Aerospace (UK) Ltd.
Ancra International LLC                      BF Goodrich/Rohr
Ansett Aircraft Spares & Services            Blue Star Aviation
Aquila Aircraft Leasing Ltd.                 Boeing Co.
Arinc Inc.                                   Boeing Shanghai Aviation Services Co.
ASECNA                                       Bohr Omnibus GmbH
ASIG – Atlanta                               Bowman Gilfillan Attorneys
ASIG – Baltimore                             Bridgestone Aircraft Tire (USA)
Atlanta, City of (GA)
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Bulgaria Ministry of Transport, Air Traffic      Disbursing Operations Director
Services Authority                               Dretloh Aircraft Supply Inc.
Bulgarian Air Traffic Services                   Driessen Aircraft Interior Systems
Bulgarian Air Traffic Services Authority         DSSN 3801 L1-Craf
California Radomes Inc.                          Eagle Aircraft Supply Corp
Cargolux                                         Eagle Aircraft Supply Corp.
Case Inc.                                        Eaton Aerospace LLC
Castle Industries                                Eaton/Aerospace Controls Division
Catering Air Services                            Electrabel
CBS Butler Ltd.                                  Elite Airline Laundry Services
Centre of Aeronautical Information               Elite Operations Inc.- Ground
Cherry Holidays Coach Co. Ltd.                   ELP Aviation
Chestnut Ridge                                   Engine Lease Finance Corp
Chicago Aircraft Inc.                            Estonian Air Navigation Services
China Airlines Ltd.                              Etablissement National de la Navigation
China Cargo Airlines Ltd.                        Aérienne (L'ENNA)
Choon, Herbert Yim Heng                          ETS Verification
Cintas Corp.                                     Euro-Asia Air Services FZE
Cintas Corp. #780                                Eurocontrol
Coghlan Welsh & Guest                            Eurocontrol - Belarus
Comprehensive Archives Inc.                      Eurocontrol - Croatia
Concord International Aerospace                  Eurocontrol - Croatia Control Ltd.
Convent Hotel Amsterdam, The                     Eurocontrol - Egypt
Cooper, Peter                                    Eurocontrol - Hungary
Coulson Harney Advocates                         Eurocontrol - Ing Belgium
Crane Hydro-Aire Inc.                            Eurocontrol - Ireland
Crest Hotel, The                                 Eurocontrol - Ireland – HSBC
Crowne Plaza Atlanta Airport                     Eurocontrol - Irish Account
D&B Packing                                      Eurocontrol - Italy
Dade Paper Co.                                   Eurocontrol - Morocco
Dallas Ft. Worth International Airport Board     Eurocontrol - Netherlands
Dallas/Fort Worth Intl Ground                    Eurocontrol - Ukraine
Dallas-Ft. Worth International Airport           Eurocontrol - Uzbekistan
Daniels Manufacturing Corp.                      Europcar Autovermietung
Delaware Valley Hyd                              Eva Airways Corp.
Delta Air Lines Inc.                             Evergreen - Eagle
Delta Airlines                                   Evergreen Aviation Tech Corp.
Delta Airlines (Freight)                         Evergreen Aviation Technologies Corp.
Dependable Hydraulics                            Evergreen International Airlines Inc.
Dester Corp.                                     Evergreen Maintenance
Deutsche Flugsicherung (German Air               Exxon Mobil Aviation Lubricants
Traffic Control)                                 F&E Aircraft Maintenance – JFK
Dey, Wesley                                      F&E Aircraft Maintenance – LAX
DFAS-CO/FPS/F                                    Fabor SA
DHL Leipzig                                      Fasco
Direct Maintenance BV                            Federal Aviation Administration (FAA)
     Case 1-12-40783-cec       Doc 253-1     Filed 03/19/12   Entered 03/19/12 18:47:55




Federal Express Corp.                          Honeywell- All Others
Federal State Unitary Enterprise               Honeywell International Inc.
Fellfab Corp.                                  Honeywell International Inc./
FFC Service Inc.                               Wheels&Brakes
Finavia Corp.                                  Hong Kong Aircraft Engineering
Flight Deck Specialists Inc.                   Hotel New Century
Flughafen Leipzig-Halle                        Hotel St. Michael
France, Republic of (Republique Francaise)     Hotel Ter Streep
GA Telesis LLC                                 Hyatt Regency Bishkek
GCM-Ground Control Mexico SA de CV             IATA
GE Caledonian-Pik                              IATA - Montreal
GE Capital Aviation Services                   IATA ATC Enhancement
GECAS-AMS                                      IATA Netherlands
Gemini Cars (Egham) Ltd.                       Iberia Lineas Aeras de Espana SA
General Electric                               Incheon International Airport Corp.
Ghana Civil Aviation Authority                 Instituto Dominicano de Aviacion Civil
Global Aviation Holdings                       Instituto Nacional de Aviacion
Global Aviation Resources                      International Air Transport
Global Aviation-Navigation World Air           International Lease Finance Corp.
Consult                                        Intertrade Rockwell Collins Co.
Goodrich                                       Inventory Locator Service
Goodrich Aerospace Canada                      Inventory Locator Service LLC
Goodrich Aerospace UK Ltd.                     Ipeco Holdings Inc.
Goodrich Aerostructures                        Isavia
Goodrich Aerostructures Group                  Israel Aerospace Industries Ltd.
Goodrich Aircraft Interior Products            Jamaica Civil Aviation Authority
Goodrich Corp.- Wheel & Brake                  Jamco America Inc.
Goodrich Interiors                             Janzair
Goodyear Tire & Rubber Co.                     Jardine Air Terminal Services Ltd.
Gourmet Gang                                   JD Castleman Inc.
Gourmet Gang Inc., The                         JDL Industries
Grainger                                       Jeppesen
Granger, Donald                                Jeppesen/Sanderson Inc.
Guyana Civil Aviation Authority                Jet Aviation Handling Ag – Dnata
Hadid International Services                   JLT Aerospace (North America) Inc.
Hamilton Sundstrand Aviation Service           Jugendstilhotel Bellevue
Hamilton Sundstrand Worldwide                  JW Marriott Hotel
Hartsfield International Airport               Kapco / Valtec
Hawker Pacific Aerospace                       Kazakhstan, The Republic of
Hillsborough County Aviation Authority         Keflavik International Airport
Hilton Sofia                                   Kellstrom Industries Inc.
Holger Moll Eventgroup                         Kidde Aerospace
Holiday Inn Bangor                             Kinzy & More
Holiday Inn Odlin Road                         KLM Royal Dutch Airlines
Honeywell                                      Korea Airport Service Co. Ltd.
Honeywell Aerospace Trading                    Korean Airlines
     Case 1-12-40783-cec     Doc 253-1      Filed 03/19/12   Entered 03/19/12 18:47:55




Kuwait Aviation Fueling Co. KSC               NATS Civil Aviation
Kuwait Aviation Serv. Co.                     NAV Canada
Kuwait Aviation Services                      Navtech Inc.
Kyrghyz Republic Air Traffic Mgr Center       Navtech Systems
L3 Communications                             NH Atlanta
Libonati-Jaeger                               NH Dessau-Deutschland
Lim, Anthony Yeo Kok                          NH Leipzig Messe Hotels
Lin, Jiin Tsun                                NH Schiphol Airport Hotel
Logic Air                                     Nordam Group Inc., The
Los Angeles World Airport                     Nordam Repair Division
Los Angeles, City of (CA)                     Novotel Lux Centre
LSG Sky Chefs                                 Office National de L'Aviation
LSG Sky Chefs Deutschland                     Oman, Sultanate of
LSG Skychefs (Frankfurt)                      Oriental Sky Aviation Service
Lufthansa                                     Pacific Scientific Co.
Lufthansa German Airlines                     Panama, Republica de
Lufthansa Technik                             Panasonic Avionics Corp.
Lufthansa Technik AG                          Parker Hannifin Corp.
M Sharpless Trucking                          Pegasus Aircraft Maintenance Anc
Mach II                                       Pemco World Air Service
Mach II Maintenance                           Penta Hotel
Magee Plastics Co.                            Peterson, Pete
Magellan Group                                Phuket Airlines
Mainsail Suites & Conference Center – TPA     Polish Air Navigation Services
Majestic Aerotech                             Porsche Leipzig GmbH
Malabar International                         Pratt & Whitney
Malaysia, Government of                       Pratt & Whitney Group
Marriott Leipzig Hotel                        Preferred Composite Services
Marshall Islands Resort                       Prime Air Inc.
Martel Aeronautical Consultant                QRS 15 Paying Agent
Maryland Aviation Administration              RA Locacao de Veiculos Ltda.
MCS Calibration                               Ramada Hotel Leipzig
Meggitt Safety Systems                        Ramnarine Siewdial
Mekco Group Inc.                              Regent Aerospace
Messier-Bugatti                               Regus
Metro Solutions of NY Inc.                    Republic of China (Taiwan) Air Navigation
Miami Tech                                    & Weather Services
Miami Tech Aircraft Maintenance               Revima - APU SAS
Miami-Dade Aviation Department (FL)           Ritec
Midnite Express                               Rockwell Collins Inc.
Million Air Indianapolis                      Rohr Inc./Goodrich Aerostructures
Minneapolis-St Paul Metropolitan              Rolls Royce Engine- Oakland
MIS Choice                                    Rolls Royce plc
Mittarfeqarfiit (DKK)                         Rolls-Royce Canada Ltd.
Nationwide Hospitality Inc.                   Royal Aero Services
NATS (En Route) Plc                           Royal Aero Services GmbH
     Case 1-12-40783-cec      Doc 253-1      Filed 03/19/12   Entered 03/19/12 18:47:55




Royal Aero Technical                           Texas Pneumatic Systems Inc.
RSE Kazaeronavigatsia                          Thales Avionics
Russian Centre of Aeronautical Information     Thomas, Bill
Satair USA Inc.                                Tiger Aviation Services
Satcom Direct Inc.                             TLX Inc.
Saudi Arabian Airlines                         Top Taxi GmbH & Co Kg
Seal Dynamics Inc.                             Torpel, Frank
Sentry Aerospace Corp.                         Torrington Distributors
Ser-Mat Corp.                                  Townsville Airport
Servisair Finland Oy                           Transaero Inc.
Sharpless Communications Inc.                  Transgroup
Sheraton Brussels Airport Hotel                Transgroup Worldwide Logistics
Sherry Laboratories                            Triumph Interiors LLC
Sigma Aerostructures LLC                       Turkmenhovayollary State Civil Aviation
Skytech Aviation                               Ultramain Systems Inc.
Snap On Tools Corp.                            Unical Aviation
Solutia                                        Unicorp Systems Inc.
South Africa Air Traffic & Navigation          United Airlines
Services (ATNS)                                United Airlines Inc. Pass Plus
South Africa Department of Public              United Airlines Passplus
Transport, Africa Air Traffic & Navigation     United Arab Emirates (UAE)
Services (ATNS)                                United Aviation Services
South Africa Department of Transportation      United Limousines AG
South Africa Department Transportation,        United Rentals
Republic of                                    UPS Air Cargo
South Africa Ministry of Works & Transport     Upscale Executive
South African Weather Service                  US Airways
Southern Pride Trucking                        US Customs & Border Protection
Specialized Freight Forwarders                 US Department of Transportation, Federal
SR Technics                                    Aviation Administration
St. Lucia Airport Shuttle                      V36-MD11 LLC
Stansted Airport Ltd.                          Vas Aero Services
Sterling Courier                               Verifier Services Ltd.
STG Aerospace                                  Vibro-Meter Inc.
Stockholm Radio                                Vietnam Air Navigation Services Corp.
STS Component Solutions                        Vortex Aviation
STS Line Maintenance                           Web Aeronautical Inc.
Sudan Civil Aviation Authority                 Westin Grand Frankfurt
Sunworld Dynasty Hotel Taipei                  WireMasters Inc.
Switlik Parachute Co. Inc.                     Woodward Governor Co.
Taesl                                          World Fuel Services Inc.
Tape Rite Co. Inc.                             Zafar, Zulfiqar A.
TBI Airport Management Inc.                    Zarrar, Mohammad
Teledyne Controls                              Zodiac Services Americas
Telvent DTN Inc.
TES Parts Ltd.
                   Case 1-12-40783-cec                  Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                       Role               Disclosure


                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Aaxico in
Aaxico                                       Creditor
                                                               matters unrelated to the Debtors. No active engagement.




                                                               ADP Inc. and certain of its affiliates are, or have been, vendors to Imperial Capital in matters unrelated to the
ADP Inc.                                     Creditor
                                                               Debtors.


                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with AerCap,
                                                               which may be affiliated with AerCap Leasing USA II Inc., in matters unrelated to the Debtors. No active
AerCap Leasing USA II Inc.                   Adverse Party
                                                               engagement. The Firm's Sales and Trading Department has a relationship with AerCap, which may be
                                                               affiliated with AerCap Leasing USA II Inc., and may periodically buy and sell securities as their broker dealer.


                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Aersale
Aersale                                      Creditor
                                                               and certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with AIG,
                                                               which may be affilaited with AIG Aviation Insurance, in matters unrelated to the Debtors. No active
AIG Aviation Insurance                       Creditor          engagement. The Firm's Sales and Trading Department has relationships with AIG and AIG Sunamerica Asset
                                                               Management, which may be affiliated with AIG Aviation Insurance, and periodically buy and sell securities as
                                                               their broker dealer.

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Airline
Airline Pilots Association, International    Committeeperson   Pilots Association, which may be affiliated with the Airline Pilots Association, International, in matters
                                                               unrelated to the Debtors.

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Allianz of
                                                               America, which may be affiliated with Allianz Compania De Seguros y Reaseguros, in matters unrelated to the
Allianz Compania De Seguros y Reaseguros     Insurance         Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Allianz
                                                               Global Investors, which may be affiliated with Allianz Compania De Seguros y Reaseguros, and may
                                                               periodically buy and sell securities as their broker dealer.
                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Allianz of
                                                               America, which may be affiliated with Allianz Global Risks US Insurance Co., in matters unrelated to the
Allianz Global Risks US Insurance Co.        Insurance         Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Allianz
                                                               Global Investors, which may be affiliated with Allianz Global Risks US Insurance Co., and may periodically
                                                               buy and sell securities as their broker dealer.




                                                                                                                                                                                   1 of 16
                    Case 1-12-40783-cec        Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                              Role               Disclosure
                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Allianz of
                                                      America, which may be affiliated with Allianz Mexico SA, in matters unrelated to the Debtors. No active
Allianz Mexico SA                   Insurance         engagement. The Firm's Sales and Trading Department has a relationship with Allianz Global Investors,
                                                      which may be affiliated with Allianz Mexico SA, and may periodically buy and sell securities as their broker
                                                      dealer.


                                                      American Express and certain of its affiliates are, or have been, vendors to Imperial Capital in matters
American Express                    Creditor
                                                      unrelated to the Debtors.




                                                      The Firm's Sales and Trading Department has a relationship with American Financial Corp. and may
American Financial Corp             Adverse Party
                                                      periodically buy and sell securities as their broker dealer.




                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Amsafe
Amsafe Aviation                     Creditor
                                                      Aviation and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Arinc Inc
Arinc Inc                           Creditor
                                                      and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with ATA
ATA Airlines Inc.                   Debtor
                                                      Airlines Inc. and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Aviation
Aviation Technical Services         Creditor
                                                      Technical Services and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with BE
B/E Aerospace                       Creditor          Aerospace and/or certain of its affiliates in matters unrelated to the Debtors. Imperial Capital's Research
                                                      Department has published research on BE Aerospace




                                                                                                                                                                       2 of 16
                   Case 1-12-40783-cec                  Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                       Role               Disclosure

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with BE
BE Aerospace Ltd                             Creditor          Aerospace, which may be affiliated with BE Aeorspace Ltd., in matters unrelated to the Debtors. No active
                                                               engagement. Imperial Capital's Research Department has published research on BE Aerospace.


                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Beach
                                                               Point Capital Management and certain of its affiliates in matters unrelated to the Debtors. BeachPoint and
Beach Point Capital Management               Adverse Party
                                                               certain of its affiliates may be clients of the Firm's Sales and Trading Department and periodically buy and sell
                                                               securities through Imperial Capital as their broker dealer. No active engagement.
                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Blackstone
                                                               Group, which may be affiliated with Blackstone Holdings Finance Co. LLC, in matters unrelated to the
Blackstone Holdings Finance Co. LLC          Lender            Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with
                                                               GSO/Blackstone, which may be affiliated with Blackstone Holdings Finance Co., LLC, and may periodically
                                                               buy and sell securities as their broker dealer.
                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Blackstone
                                                               Group, which may be affiliated with Blackstone/GSO Capital Solutions Fund, LP, in matters unrelated to the
Blackstone/GSO Capital Solutions Fund LP     Shareholder       Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with
                                                               GSO/Blackstone, which may be affiliated with Blackstone/GSO Capital Solutions Fund, LP, and may
                                                               periodically buy and sell securities as their broker dealer.

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Blackstone
                                                               Group, which may be affiliated with Blackstone/GSO Capital Solutions Overseas Master Fund LP, in matters
Blackstone/GSO Capital Solutions Overseas
                                             Shareholder       unrelated to the Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship
Master Fund LP
                                                               with GSO/Blackstone, which may be affiliated with Blackstone/GSO Capital Solutions Overseas Master Fund,
                                                               LP, and may periodically buy and sell securities as their broker dealer.

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Boeing
                                                               Company, which may be affiliated with Boeing Capital, in matters unrelated to the Debtors. No active
Boeing Capital                               Lender            engagements. The Firm's Sales and Trading Department has a relationship with Boeing Capital Corp. and
                                                               periodically buy and sell securities as their broker dealer. Imperial Capital's Research Department has
                                                               published research on Boeing Company, which may be associated with Boeing Capital.
                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Boeing
                                                               Company in matters unrelated to the Debtors. No active engagement. The Firm's Sales and Trading
Boeing Company                               Creditor          Department has a relationship with Boeing Capital Corp., which may be affiliated with the Boeing Company,
                                                               and periodically buy and sell securities as their broker dealer. Imperial Capital's Research Department has
                                                               published research on Boeing Company.

                                                               Imperial Capital's Corporate Finance Department currently has or previously had relationships with Boeing
                                                               Company, which may be affiliated with Boeing Shanghai Aviation Services Co., in matters unrelated to the
                                                               Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Boeing
Boeing Shanghai Aviation Services Co         Creditor
                                                               Capital Corp., which may be affiliated with the Boeing Shanghai Aviation Services Co, and periodically buy
                                                               and sell securities as their broker dealer. Imperial Capital's Research Department has published research on
                                                               Boeing Company, which may be affiliated with Boeing Shanghai Aviation Services Co.



                                                                                                                                                                                   3 of 16
                 Case 1-12-40783-cec        Doc 253-1     Filed 03/19/12               Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                           Role               Disclosure


                                                   The Firm's Sales and Trading Department has a relationship with Brandywine Asset Management, which may
Brandywine Global                Adverse Party
                                                   be affiliated with Brandywine Global, and may periodically buy and sell securities as their broker dealer.


                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Calvert
                                                   Street Capital, which may be affiliated with Calvert Asset Management Co., in matters unrelated to the
Calvert Asset Management Co.     Adverse Party     Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Calvert,
                                                   which may be affiliated with Calvert Asset Management Co, and may periodically buy and sell securities as
                                                   their broker dealer.


                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Chevron
Chevron                          Creditor
                                                   and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Cintas
Cintas Corp                      Creditor
                                                   Corp and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Cisco
Cisco Capital                    Lender
                                                   Capital and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Cisco
Cisco Systems Capital Corp       Adverse           Systems Capital Corp and/or certain of its affiliates in matters unrelated to the Debtors. No active
                                                   engagement.

                                                   Imperial Capital's Corporate Finance Department currently has or previously had relationships with Columbia
                                                   Management Group, which may be affilated with Columbia Management, in matters unrelated to the Debtors.
Columbia Management              Adverse Party     No active engagement. The Firm's Sales and Trading Department has a relationship with Columbia
                                                   Management (Riversource), which may be affiliated with Columbia Management, and may periodically buy
                                                   and sell securities as their broker dealer.

                                                   The Firm's Sales and Trading Department has a relationship with Commerz Bank Capital and Commerzbank
Commerz Bank Germany             Lender            Prop, which may be affiliated with Commerz Bank Germany, and may periodically buy and sell securities as
                                                   their broker dealer.




                                                                                                                                                                 4 of 16
                  Case 1-12-40783-cec            Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                Role               Disclosure


                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with
Continental Airlines                  Creditor
                                                        Continental Airlines and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with Credit
                                                        Suisse and certain of its affiliates in matters unrelated to the Debtors. No active engagement. Credit Suisse
Credit Suisse                         Adverse Party
                                                        and certain of its affiliates may be clients of the Firm's Sales and Trading Department and periodically buy and
                                                        sell securities through Imperial Capital as their broker dealer.
                                                        Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a David
                                                        Matlin who, to the best of our knowledge, is affiliated with MatlinPatterson, in matters unrelated to the
David Matlin                          Officer           Debtors. No active engagement. A David Matlin who, to the best of our knowledge, is affiliated with
                                                        MatlinPatterson, may be a client of the Firm's Sales and Trading Department and periodically buy and sell
                                                        securities Imperial Capital as their broker dealer.

                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with Delaware
                                                        Investments and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The
Delaware Investments                  Adverse Party
                                                        Firm's Sales and Trading Department has a relationship with Delaware Investments and may periodically buy
                                                        and sell securities as their broker dealer. No active engagement.
                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with DK
                                                        Capital Management, which may be affiliated with DK Acquisition Partners LP, in matters unrelated to the
DK Acquisition Partners LP            Adverse Partyy    Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Davidson
                                                        Kempner, which may be affiliated with DK Acquisition Partners, LP, and may periodically buy and sell
                                                        securities as their broker dealer.

                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with Driessen
Driessen Aircraft Interior Systems    Creditor          Aircraft Interior Systems and/or certain of its affiliates in matters unrelated to the Debtors. No active
                                                        engagement.



                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with DVB Bank
DVB                                   Lender
                                                        SE and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with EOS
                                                        Partners and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's
EOS Partners LP                       Adverse Party
                                                        Sales and Trading Department has a relationship with EOS, which may be affiliated with EOS Partners LP,
                                                        and may periodically buy and sell securities as their broker dealer.




                                                                                                                                                                           5 of 16
                   Case 1-12-40783-cec        Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                             Role               Disclosure


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Ernst &
Ernst & Young                      Advisor
                                                     Young and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                     Federal Express Corp and certain of its affiliates are, or have been, a vendor to Imperial Capital in matters
Federal Express Corp               Creditor
                                                     unrelated to the Debtors.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Fidelity
                                                     Management & Research, which may be affiliated with Fidelity Management Trust, in matters unrelated to the
Fidelity Management Trust          Lender            Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Fidelity,
                                                     which may be affiliated with Fidelity Management Trust, and may periodically buy and sell securities as their
                                                     broker dealer.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with GA Telesis
GA Telesis LLC                     Creditor
                                                     and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with GE
                                                     Capital, which may be affiliated with GE Caledonian-PIK, in matters unrelated to the Debtors. No active
GE Caledonian-PIK                  Creditor
                                                     engagement. The Firm's Sales and Trading Department has a relationship with GE Capital, which may be
                                                     affiliated with GE Caledonian-PIK, and may periodically buy and sell securities as their broker dealer.
                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with GE
                                                     Capital, which may be affiliated with GE Capital Aviation Services, and certain of its affiliates in matters
GE Capital Aviation Services       Creditor          unrelated to the Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship
                                                     with GE Capital, which may be affiliated with GE Capital Aviation Services, and may periodically buy and sell
                                                     securities as their broker dealer.

                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with General
                                                     Electric and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's
General Electric                   Creditor
                                                     Sales and Trading Department has a relationship with GE Capital, which may be affiliated with General
                                                     Electric, and may periodically buy and sell securities as their broker dealer.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Goodrich
Goodrich                           Creditor
                                                     and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                                                                                                                                       6 of 16
                  Case 1-12-40783-cec                 Doc 253-1     Filed 03/19/12               Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                     Role               Disclosure

                                                             Imperial Capital's Corporate Finance Department currently has or previously had relationships with Goodrich
Goodrich Corporation                       Committeeperson   and/and certain of its affiliates, which may include Goodrich Corporation, in matters unrelated to the Debtors.
                                                             No active engagement.

                                                             Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                             Guggenheim Partners LLC and/or certain of its affiliates in matters unrelated to the Debtors. No active
Guggenheim Partners LLC                    Adverse Party     engagements. The Firm's Sales and Trading Department has a relationship with Guggenheim Investment
                                                             Partners, which may be affiliated with Guggenheim Partners, LLC, and may periodically buy and sell
                                                             securities as their broker dealer.


                                                             The Firm's Sales and Trading Department has a relationship with Hartford Insurance, which may be affiliated
Hartford Fire Insurance Co., The           Insurance
                                                             with Hartford Fire Insurance Co., and may periodically buy and sell securities as their broker dealer.




                                                             The Firm's Sales and Trading Department has a relationship with Hewlett-Packard Financials Services and
Hewlett-Packard Financials Services Co.    Adverse Party
                                                             may periodically buy and sell securities as their broker dealer.


                                                             Imperial Capital's Corporate Finance Department currently has or previously had relationships with Honeywell
                                                             and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's Sales and
Honeywell                                  Creditor
                                                             Trading Department has a relationship with Honeywell and may periodically buy and sell securities as their
                                                             broker dealer.

                                                             Imperial Capital's Corporate Finance Department currently has or previously had relationships with Honeywell
                                                             International and certain of its affiliates in matters unrelated to the Debtors. No active engagement. The
Honeywell International Inc.               Creditor
                                                             Firm's Sales and Trading Department has a relationship with Honeywell, which may be affiliated with
                                                             Honeywell International Inc., and may periodically buy and sell securities as their broker dealer.


                                                             Imperial Capital's Corporate Finance Department currently has or previously had relationships with Houlihan
Houlihan Lokey                             Advisor
                                                             Lokey in matters unrelated to the Debtors. No active engagement.




                                                             The Firm's Sales and Trading Department has a relationship with Hourglass Capital and may periodically buy
Hourglass Capital LLC                      Adverse Party
                                                             and sell securities as their broker dealer.




                                                                                                                                                                                7 of 16
                   Case 1-12-40783-cec         Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                              Role               Disclosure
                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                      International Lease Finance and certain of its affiliates in matters unrelated to the Debtors. No active
                                                      engagement. The Firm's Sales and Trading Department has relationships with AIG and AIG Sunamerica Asset
Int'l Lease Finance Corp            Creditor
                                                      Management, which may be affiliated with International Lease Finance, and may periodically buy or sell
                                                      securities as their broker-dealer. Imperial Capital's Research Department has published research on
                                                      International Lease Finance and certain of its affilates.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Inventory
Inventory Locator Services LLC      Creditor
                                                      Locator Services and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a Jason
                                                      New who, to the best of our knowledge, is affiliated with GSO/Blackstone, in matters unrelated to the
Jason New                           Officer           Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship a Jason New
                                                      who, to the best of our knowledge, is affiliated with GSO/Blackstone, who may periodically buy and sell
                                                      securities through Imperial Capital as broker dealer.

                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Jefferies &
                                                      Co and certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's Sales
Jefferies & Co                      Adverse Party
                                                      and Trading Department has a relationship with Jefferies and/or certain of its affiliates and may periodically
                                                      buy and sell securities with them.

                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Jefferies &
                                                      Co., which may be affiliated with Jefferies Capital Partners in matters unrelated to the Debtors. No active
Jefferies Capital Partners          Adverse Party
                                                      engagement. The Firm's Sales and Trading Department has a relationship with Jefferies, which may be
                                                      affiliated with Jefferies Capital Partners, and may periodically buy and sell securities with them.

                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Jefferies &
                                                      Co, which may be affilaited with Jefferies Finance LLC, in matters unrelated to the Debtors. No active
Jefferies Finance LLC               Adverse Partyy
                                                      engagement. The Firm's Sales and Trading Department has a relationship with Jefferies, which may be
                                                      affiliated with Jefferies Finance LLC, and may periodically buy and sell securities with them.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Jet
Jet Aviation Handling Ag - Dnata    Creditor          Aviation, which may be affiliated with Jet Aviation Handling Ag-Dnata, in matters unrelated to the Debtors.
                                                      No active engagement.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a John
John Gilbert                        Lender            Gilbert who, to the best of our knowledge, is affiliated with Blue Star Resources, Ltd, in matters unrelated to
                                                      the Debtors. No active engagement.




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                  Case 1-12-40783-cec        Doc 253-1      Filed 03/19/12               Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                            Role                Disclosure

                                                     Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a John
John Alvarado                     Adverse Party      Alvarado who, to the best of our knowledge, is affiliated with Power Capital Partners and/or UBS Investment
                                                     Bank, in matters unrelated to the Debtors. No active engagement.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with John
                                                     Hancock Advisors and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.
John Hancock Advisors             Adverse Party
                                                     The Firm's Sales and Trading Department has a relationship with John Hancock Life Insurance, which may be
                                                     affiliated with John Hancock Advisors, and may periodically buy and sell securities as their broker dealer.
                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with John
                                                     Hancock Advisors, which may be affiliated with John Hancock Asset Management, in matters unrelated to the
John Hancock Asset Management     Adverse Party      Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with John
                                                     Hancock Life Insurance, which may be affiliated with John Hancock Asset Management, and may periodically
                                                     buy and sell securities as their broker dealer.

                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with JPMorgan
                                                     Asset Management and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.
JPMorgan Asset Management         Adverse Party
                                                     The Firm's Sales and Trading Department has a relationship with JP Morgan, which may be affiliated with
                                                     JPMorgan Asset Management, and may periodically buy and sell securities with them.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with KAPCO
Kapco/Valtec                      Creditor           Company, which may be affiliated with Kapco/Valtec, in matters unrelated to the Debtors. No active
                                                     engagement.



                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Kellstrom
Kellstrom Industries Inc.         Creditor
                                                     Industries and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Kirkland
Kirkland & Ellis LLP              Opposing Counsel   & Ellis in matters unrelated to the Debtors. No active engagement. The Firm's Sales and Trading Department
                                                     has a relationship Kirkland & Ellis and may periodically buy and sell securities as their broker dealer.



                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Kurtzman
Kurtzman Carson Consultants       Advisor
                                                     Carson Consultants and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                                                                                                                                      9 of 16
                   Case 1-12-40783-cec           Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                 Role              Disclosure

                                                        Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a Larry
Larry Teitelbaum                       Officer          Teitelbaum who, to the best of our knowledge, is affiliated with MatlinPatterson, in matters unrelated to the
                                                        Debtors. No active engagement.


                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with Latham &
                                                        Watkins LLP and certain of its affiliates in matters unrelated to the Debtors. Latham & Watkins LLP and
Latham & Watkins LLP                   Advisor
                                                        certain of its affiliates may be clients of the Firm's Sales and Trading Department and periodically buy and sell
                                                        securities through Imperial Capital as their broker dealer. No active engagement.


                                                        The Firm's Sales and Trading Department has a relationship a Marc Chodock who, to the best of our
Marc Chodock                           Officer          knowledge is affiliated with Matlin Patterson Asset Management, for which the Firm may periodically buy and
                                                        sell securities as its broker dealer.


                                                        Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a Mark
Mark Palmer                            Officer          Palmer who, to the best of our knowledge, is affiliated with Bracewell & Giuliani, in matters unrelated to the
                                                        Debtors. No active engagement.

                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                        MatlinPatterson, which may be affiliated with MatlinPatterson ATA Holdings LLC, in matters unrelated to the
MatlinPatterson ATA Holdings LLC       Shareholder      Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with
                                                        MatlinPatterson, which may be affiliated with MatlinPatterson ATA Holdings LLC, and may periodically buy
                                                        and sell securities as their broker dealer.

                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                        MatlinPatterson and certain of its affiliates in matters unrelated to the Debtors. MatlinPatterson and certain of
MatlinPatterson Global Advisers LLC    Adverse Party
                                                        its affiliates may be clients of the Firm's Sales and Trading Department and periodically buy and sell securities
                                                        through Imperial Capital as their broker dealer. No active engagement.
                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                        MatlinPatterson, which may be affiliated with MatlinPatterson Global Advisors, in matters unrelated to the
MatlinPatterson Global Advisors        Adverse Party    Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with
                                                        MatlinPatterson, which may be affiliated with MatlinPatterson Global Advisors, and may periodically buy and
                                                        sell securities as their broker dealer.
                                                        Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                        Metropolitan Life Insurance Co. and/or certain of its affiliates in matters unrelated to the Debtors. No active
Metropolitan Life Insurance Co.        Insurance        engagement. The Firm's Sales and Trading Department has a relationship with Metropolitan Life, which may
                                                        be affiliated with Metropolitan Life Insurance Co., and may periodically buy and sell securities as their broker
                                                        dealer.




                                                                                                                                                                            10 of 16
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Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                             Role               Disclosure


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Midnite
Midnite Express                    Creditor
                                                     Express and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Midocean
                                                     and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's Sales and
Midocean                           Adverse Party
                                                     Trading Department has a relationship with Mid Ocean Partners, which may be affiliated with Midocean, and
                                                     may periodically buy and sell securities as their broker dealer.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Moody's
Moody's Investor Services          Adverse Party
                                                     Investor Services and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Nomura
                                                     Corporate Research & Asset Management and certain of its affiliates in matters unrelated to the Debtors. No
Nomura Corporate Research Asset    Adverse Party     active engagement. The Firm's Sales and Trading Department has a relationship with Nomura, which may be
                                                     affiliated with Nomura Corporate Research Asset, and may periodically buy and sell securities as their broker
                                                     dealer.

                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Nomura
                                                     Securities International and certain of its affiliates in matters unrelated to the Debtors. No active engagement.
Nomura Securities International    Adverse Party
                                                     The Firm's Sales and Trading Department has a relationship with Nomura, which may be affiliated with
                                                     Nomura Securities International, and may periodically buy and sell securities as their broker dealer.


                                                     The Firm's Sales and Trading Department has a relationship with Nuveen, which may be affiliated with
Nuveen Investments                 Adverse Party
                                                     Nuveen Investments, and may periodically buy and sell securities as their broker dealer.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with
                                                     Oppenheimer Capital Management and/or certain of its affiliates in matters unrelated to the Debtors. No
Oppenheimer Capital Management     Adverse Party
                                                     active engagement. The Firm's Sales and Trading Department has a relationship with Oppenheimer Capital
                                                     Management and may periodically buy and sell securities as their broker dealer.


                                                     Imperial Capital's Corporate Finance Department currently has or previously had relationships with Pemco
Pemco World Air Service            Creditor          Aviation Group, which may be affiliated with Pemco World Air Service, in matters unrelated to the Debtors.
                                                     No active engagement.




                                                                                                                                                                         11 of 16
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Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                            Role               Disclosure

                                                    The Firm's Sales and Trading Department has a relationship with a Peter Schoels, who, to the best of our
Peter Schoels                     Officer           knowlege is affiliated with MatlinPatterson, for which the Firm may periodically buy and sell securities as
                                                    their broker dealer.



                                                    The Firm's Sales and Trading Department has a relationship with Prudential Mutual Fund, which may be
Prudential Mortgage Capital       Creditor
                                                    affiliated with Prudential Mortgage Capital, and may periodically buy and sell securities as their broker dealer.




                                                    Regus and/or certain of its affiliates are and have been a vendor to Imperial Capital in matters unrelated to the
Regus                             Creditor
                                                    Debtors.



                                                    The Firm's Sales and Trading Department has a relationship with a Rob Perry who, to the best of our
Robert M. Perry                   Officer           knowledge is affiliated with Kingsland Capital Management, for which the Firm may periodically buy and sell
                                                    securities as their broker dealer.



                                                    Imperial Capital's Corporate Finance Department currently has or previously had relationships with Rockwell
Rockwell Collins Inc.             Creditor
                                                    Collins and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.


                                                    Imperial Capital's Corporate Finance Department currently has or previously had relationships with Rothschild
                                                    and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's Sales and
Rothschild Inc.                   Advisor
                                                    Trading Department has a relationship with Rothschild Asset Management, which may be affiliated with
                                                    Rothschild Inc., and may periodically buy and sell securities as their broker dealer.

                                                    Imperial Capital's Corporate Finance Department currently has or previously had relationships with Sandler
                                                    Capital Management and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.
Sandler Capital Management        Adverse Party
                                                    The Firm's Sales and Trading Department has a relationship with Sandler Capital Management and may
                                                    periodically buy and sell securities as their broker dealer.


                                                    Imperial Capital's Corporate Finance Department currently has or previously had relationships with Sanwa
Sanwa Bank                        Lender
                                                    Bank and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                                                                                                                                        12 of 16
                    Case 1-12-40783-cec        Doc 253-1     Filed 03/19/12                Entered 03/19/12 18:47:55


Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                              Role               Disclosure

                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Schroder
                                                      Ventures, which may be affiliated with Schroder Investment Management Services, in matters unrelated to the
Schroder Investment Management      Adverse Party
                                                      Debtors. No active engagement. The Firm's Sales and Trading Department has a relationship with Schroder
                                                      Investment Management and may periodically buy and sell securities as their broker dealer.

                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Scotia
                                                      Capital, which may be affiliated with Scotia Capital Markets, in matters unrelated to the Debtors. No active
Scotia Capital Markets              Adverse Party
                                                      engagements. The Firm's Sales and Trading Department has a relationship with Scotia, which may be
                                                      affiliated with Scotia Capital Markets, and may periodically buy and sell securities as their broker dealer.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Seabury
Seabury                             Advisor
                                                      and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                      Imperial Capital's Corporate Finance Department currently has or previously had a relationship with a Sean
Sean Frick                          Officer           Frick who, to the best of our knowledge, is affiliated with ATA Airlines, in matters unrelated to the Debtors.
                                                      No active engagement.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Silver
                                                      Rock Financial and/or certain of its affiliates in matters unrelated to the Debtors. The Firm's Sales and
Silver Rock Financial               Adverse Party
                                                      Trading Department has a relationship with Silver-Rock Management, which may be affiliated with Silver
                                                      Rock Financial, and may periodically buy and sell securities as their broker dealer.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Solutia
Solutia                             Creditor
                                                      and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                      Standard & Poor's and certain of its affiliates are, or have been, a vendor to Imperial Capital in matters
Standard & Poor's                   Adverse Party
                                                      unrelated to the Debtors. No active engagement.


                                                      Imperial Capital's Corporate Finance Department currently has or previously had relationships with Summit
                                                      Partners and/or certain of its affiliates in matters unrelated to the Debtors. The Firm's Sales and Trading
Summit Partners                     Adverse Party
                                                      Department has a relationship with Summit, which may be affiliated with Summit Partners, and may
                                                      periodically buy and sell securities as their broker dealer.




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Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                          Role               Disclosure


                                                                  Imperial Capital's Corporate Finance Department currently has or previously had relationships with Teledyne
Teledyne Controls                               Creditor
                                                                  Controls and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                                  The Firm's Sales and Trading Department has a relationship with Tesoro, which may be affiliated with Tesoro
Tesoro Alaska                                   Creditor
                                                                  Alaska, and may periodically buy and sell securities as their broker dealer.




                                                                  The Firm's Sales and Trading Department has a relationship with Tesoro, which may be affiliated with Tesoro
Tesoro Hawaii Corp.                             Creditor
                                                                  Hawaii Corp., and may periodically buy and sell securities as their broker dealer.




                                                                  The Firm's Sales and Trading Department has a relationship with Tesoro, which may be affiliated with Tesoro
Tesoro Refining & Marketing                     Creditor
                                                                  Refining & Marketing, and may periodically buy and sell securities as their broker dealer.


                                                                  Imperial Capital's Corporate Finance Department currently has or previously had relationships with Travelers
                                                                  Property and Casualty and certain of its affiliates in matters unrelated to the Debtors. No active engagement.
Travelers Property & Casualty Co. of America    Insurance         The Firm's Sales and Trading Department has a relationship with Travelers, which may be affiliated with
                                                                  Travelers Property & Casualty Co. of America, and may periodically buy and sell securities as their broker
                                                                  dealer.

                                                                  Imperial Capital's Corporate Finance Department currently has or previously had relationships with U.S. Bank
                                                                  and/or certain of its affiliates in matters unrelated to the Debtors. No active engagements. The Firm's Sales
U.S. Bank NA                                    Adverse Party
                                                                  and Trading Department has a relationship with U.S. Bank and may periodically buy and sell securities as their
                                                                  broker dealer.

                                                                  Imperial Capital's Corporate Finance Department currently has or previously had relationships with UBS
                                                                  Global Asset Mangagement and/or certain of its affiliates in matters unrelated to the Debtors. No active
UBS Global Asset Mangagement                    Adverse Party
                                                                  engagement. The Firm's Sales and Trading Department has a relationship with UBS Global Asset
                                                                  Management and may periodically buy and sell securities as their broker dealer.


                                                                  Imperial Capital's Corporate Finance Department currently has or previously had relationships with United
United Airlines                                 Creditor
                                                                  Airlines and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




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Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                                 Role               Disclosure

                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with United
United Airlines Inc. Pass Plus         Creditor          Airlines, which may be affiliated with United Airlines Inc. Pass Plus, in matters unrelated to the Debtors. No
                                                         active engagement.



                                                         The Firm's Sales and Trading Department has a relationship with United Healthcare, which may be affiliated
United Healthcare National Accounts    Insurance
                                                         with United Healthcare National Accounts, and may periodically buy and sell securities as their broker dealer.




                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with United
United Rentals                         Creditor
                                                         Rentals and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                         The Firm's Sales and Trading Department has a relationship with UNUM Provident Life, which may be
Unum Life Insurance Co. of America     Insurance         affiliated with Unum Life Insurance Co. of America,and may periodically buy and sell securities as their
                                                         broker dealer.


                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with US
                                                         Airways Group and certain of its affiliates in matters unrelated to the Debtors. No active engagements. The
US Airways, Inc.                       Creditor
                                                         Firm's Sales and Trading Department has a relationship with US Airways, and may periodically buy and sell
                                                         securities as their broker dealer.


                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with Vx Capital
Vx Capital Partners                    Lender
                                                         Partners and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.



                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with Wachtell,
Wachtell, Lipton, Rosen & Katz         Advisor           Lipton, Rosen & Katz and/or certain of its affiliates in matters unrelated to the Debtors. No active
                                                         engagement.


                                                         Imperial Capital's Corporate Finance Department currently has or previously had relationships with Waddell &
                                                         Reed and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The Firm's
Waddell & Reed Investment              Adverse Party
                                                         Sales and Trading Department has a relationship with Waddell & Reed, and may periodically buy and sell
                                                         securities as their broker dealer.




                                                                                                                                                                          15 of 16
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Global Aviation Holdings Inc.
March 2012
Schedule of Disclosed Matters


Party                           Role             Disclosure

                                                 Imperial Capital's Corporate Finance Department currently has or previously had relationships with Wells
                                                 Fargo Bank and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement. The
Wells Fargo Bank NA              Adverse Party
                                                 Firm's Sales and Trading Department has a relationship with Wells Fargo Bank, NA, and may periodically buy
                                                 and sell securities as their broker dealer.


                                                 Imperial Capital's Corporate Finance Department currently has or previously had relationships with
Wilmington Trust Co.             Adverse Party
                                                 Wilmington Trust and/or certain of its affiliates in matters unrelated to the Debtors. No active engagement.




                                                                                                                                                                16 of 16
     Case 1-12-40783-cec       Doc 253-2     Filed 03/19/12     Entered 03/19/12 18:47:55




UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF NEW YORK

In re:                                                  Chapter 11

Global Aviation Holdings Inc., et al.,                  Case Nos. 12-40783 (CEC)
                                                                  12-40783 (CEC)
                         Debtors.                                 12-40782 (CEC)
                                                                  12-40784 (CEC)
                                                                  12-40785 (CEC)
                                                                  12-40786 (CEC)
                                                                  12-40787 (CEC)
                                                                  12-40788 (CEC)
                                                                  12-40789 (CEC)
                                                                  12-40790 (CEC)

                                                        Jointly Administered


    ORDER APPROVING APPLICATION OF THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS FOR ORDER PURSUANT TO SECTION 328(a) AND 1103
OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL
     RULE 2014-1 AUTHORIZING THE EMPLOYMENT AND RETENTION OF
  IMPERIAL CAPITAL, LLC AS ITS FINANCIAL ADVISOR, EFFECTIVE AS OF
                          FEBRUARY 14, 2012

         Upon the Application of the Official Committee of Unsecured Creditors (the

“Committee”) to the above-captioned debtors and debtors in possession (the “Debtors”) for an

Order, pursuant to sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014

and 2016, and Local Rule 2014-1, authorizing the employment and retention of Imperial Capital,

LLC (“Imperial”) as financial advisor to the Committee, effective as of February 14, 2012 (the

“Application”), 1 all as more fully described in the Application; and the Court having jurisdiction

to consider the Application and the relief requested therein in accordance with 28 U.S.C. §§ 157

and 1334; and consideration of the Application and the relief requested therein being a core


1
        Capitalized terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Application.

26587/2
03/19/2012 19964937.2
    Case 1-12-40783-cec         Doc 253-2      Filed 03/19/12      Entered 03/19/12 18:47:55




proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to

28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided,

and it appearing that no other or further notice need be provided; and a hearing having been held

to consider the relief requested in the Motion (the “Hearing”); and the appearances of all

interested parties having been noted in the record of the Hearing; and upon the Affidavit of Marc

A. Bilbao, sworn to on March __, 2012; and the Court having found and determined that the

relief sought in the Application is in the best interests of the Debtors, their estates and creditors,

and all parties in interest and that the legal and factual bases set forth in the Motion establish just

cause for the relief granted herein; and after due deliberation and sufficient cause appearing

therefor, it is hereby

        ORDERED that the Application is GRANTED; and it is further

        ORDERED that the retention and employment of Imperial as financial advisor to the

Committee pursuant to sections 328(a) and 1103(b) of the Bankruptcy Code on the terms set

forth in the Application, effective as of February 14, 2012; and it is further

        ORDERED that Imperial shall be compensated on the terms and at the times specified in

the Application and Imperial shall file fee applications for interim and final allowance of

compensation and reimbursement of expenses in accordance with the procedures set forth in

sections 330 and 331 of the Bankruptcy Code and any applicable Bankruptcy Rules and Local

Rules, and such procedures as may be fixed by order of this Court; and it is further

        ORDERED that notwithstanding anything to the contrary in the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, any applicable orders of this Court or any guidelines

regarding submission and approval of fee applications, Imperial and its professionals shall only




                                                  2
                                                 -2-
    Case 1-12-40783-cec         Doc 253-2      Filed 03/19/12      Entered 03/19/12 18:47:55




be required to provide summary time records for services rendered postpetition, in half-hour

increments; and it is further

       ORDERED that in addition to compensation for professional services rendered by

Imperial, Imperial is entitled to reimbursement for reasonable expenses incurred in connection

with the performance of its services in these cases; and it is further

       ORDERED that, except as provided in the following decretal paragraph, the terms of the

Monthly Fee and the Completion Fee, each as defined in the Application, shall not hereafter be

subject to challenge except under the standard of review set forth in section 328(a) of the

Bankruptcy Code; and it is further

       ORDERED that this Court and the Office of the United States Trustee retain all rights to

object to Imperial’s interim and final fee applications (including expense reimbursements) on all

grounds including but not limited to the reasonableness standard provided for in section 330 of

the Bankruptcy Code; and it is further

       ORDERED that all requests of Imperial, pursuant to the Indemnity Provision, for

payment of indemnity shall be made by means of an application (interim or final as the case may

be) and shall be subject to review by this Court to ensure payment of such indemnity conforms to

the terms of the Application and is reasonable based upon the circumstances of the litigation or

settlement in respect of which indemnity is sought; provided, however, that in no event shall

Imperial be indemnified in the case of its own bad-faith, self-dealing, breach of fiduciary duty (if

any), gross negligence or willful misconduct; and it is further

       ORDERED that in no event shall Imperial be indemnified if the Debtors or a

representative of the estates, asserts a claim for, and a court of appropriate jurisdiction and




                                                  3
                                                 -3-
    Case 1-12-40783-cec         Doc 253-2      Filed 03/19/12     Entered 03/19/12 18:47:55




authority determines by final order that such claim arose out of, Imperial’s own bad-faith, self-

dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct; and it is

further

          ORDERED that in the event that Imperial seeks reimbursement for attorneys’ fees from

the Debtors, the invoices and supporting time records from such attorneys shall be included in

Imperial’s own applications (both interim and final) and such invoices and time records shall be

subject to the United States Trustee’s guidelines for compensation and reimbursement of

expenses and the approval of the Bankruptcy Court under the standards of sections 330 and 331

of the Bankruptcy Code without regard to whether such attorney has been retained under sections

328(a) and 1103(b) of the Bankruptcy Code and without regard to whether such attorneys’

services satisfy section 330(a)(3)(C) of the Bankruptcy Code.

          ORDERED that to the extent this Order is inconsistent with any prior order or pleading

with respect to the Application, the terms of this Order shall govern; and it is further

          ORDERED that the relief granted herein shall be binding upon any chapter 11 trustee

appointed in these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a

subsequent conversion of these chapter 11 cases to cases under chapter 7; and it is further

          ORDERED that notwithstanding any provision to the contrary in the Application, the

Court shall retain jurisdiction to hear and determine all matters arising from or related to the

implementation of this Order.

Dated: April ___, 2012
       Brooklyn, New York

                                                  Honorable Carla E. Craig
                                                  United States Bankruptcy Judge



                                                  4
                                                 -4-
     Case 1-12-40783-cec        Doc 253-3       Filed 03/19/12      Entered 03/19/12 18:47:55

                         Presentment Date and Time: April 13, 2012 at 12:00 p.m. (prevailing Eastern time)
                                  Objection Deadline: April 6, 2012 at 4:00 p.m. (prevailing Eastern time)

LOWENSTEIN SANDLER PC
Sharon L. Levine
S. Jason Teele
1251 Avenue of the Americas, 18th Floor
New York, New York 10020
(212) 262-6700 (Telephone)
(212) 262-7402 (Facsimile)

-and-

65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500 (Telephone)
(973) 597-2400 (Facsimile)

Proposed Counsel to the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF NEW YORK

In re:                                          Chapter 11

Global Aviation Holdings Inc., et al.,          Case No. 12-40783 (CEC)

                         Debtors.               (Jointly Administered)


  NOTICE OF PRESENTMENT OF APPLICATION OF THE OFFICIAL COMMITTEE
    OF UNSECURED CREDITORS FOR ORDER PURSUANT TO SECTION 328(a)
    AND 1103 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014 AND
       2016, AND LOCAL RULE 2014-1 AUTHORIZING THE EMPLOYMENT
       AND RETENTION OF IMPERIAL CAPITAL, LLC AS ITS FINANCIAL
               ADVISOR, EFFECTIVE AS OF FEBRUARY 14, 2012


         PLEASE TAKE NOTICE, that the Official Committee of Unsecured Creditors (the

“Committee”) of the above captioned debtors (the “Debtors”), by and through its proposed

undersigned counsel, will present the Application of the Committee for Entry of an Order

Authorizing the Employment and Retention of Imperial Capital, LLC as its Financial Advisor,

Effective as of February 13, 2012 (the “Application”) on April 13, 2012 at 12:00 p.m. (the

“Presentment Date”) to the Honorable Carla E. Craig at the United States Bankruptcy Court


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located at the Conrad B. Duberstein U.S. Bankruptcy Courthouse, 271 Cadman Plaza East, Suite

1595, Brooklyn, New York.

       PLEASE TAKE FURTHER NOTICE, that pursuant to the Local Rules of the United

States Bankruptcy Court for the Eastern District of New York, objections or responses, if any, to

the Motion: (a) must be in writing, (b) must conform to the requirements of the Bankruptcy

Code, the Bankruptcy Rules and the Local Rules of the United States Bankruptcy Court for the

Eastern District of New York, and (c) must be filed and served so as to be received no later than

seven (7) days before the Hearing Date, on or before April 6, 2012 at 4:00 p.m. (prevailing

Eastern Time) (the “Objection Deadline”).

       PLEASE TAKE FURTHER NOTICE, that objections or responses, if any, must be filed

and served in accordance with the provisions of the Order so that they are received on or before

the Objection Deadline by (a) counsel for the Committee: Lowenstein Sandler PC, Attn: Sharon

L. Levine, Esquire, 65 Livingston Avenue, Roseland, New Jersey 07068; (b) counsel for

Debtors: Kirkland & Ellis LLP, Attn: James H.M. Sprayregen, P.C., 601 Lexington Avenue,

New York, NY 10022; (c) Office of the United States Trustee, Attn: Nazar Khodorovsky, Esq.,

271 Cadman Plaza East, Suite 4529, Brooklyn, New York 11201; and (d) any other parties

requesting notice in these cases pursuant to Bankruptcy Rule 2002.


Dated: March 19, 2012                       LOWENSTEIN SANDLER PC

                                            /s/ Sharon L. Levine
                                            Sharon L. Levine
                                            S. Jason Teele
                                            1251 Avenue of the Americas, 18th Floor
                                            New York, New York 10020
                                            (212) 262-6700 (Telephone)
                                            (212) 262-7402 (Facsimile)

                                            -and-



                                               -2-
Case 1-12-40783-cec   Doc 253-3   Filed 03/19/12   Entered 03/19/12 18:47:55




                                  65 Livingston Avenue
                                  Roseland, New Jersey 07068
                                  (973) 597-2500 (Telephone)
                                  (973) 597-2400 (Facsimile)

                                  Proposed Counsel to the Official Committee
                                  of Unsecured Creditors




                                    -3-

				
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