United States Bankruptcy Court Eastern District of New York

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING FIRST AMENDED JOINT PLAN OF REORGANIZATION OF GLOBAL AVIATION HOLDINGS INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Global Aviation Holdings, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”) having:

• commenced cases (collectively, the “Chapter 11 Cases”) by voluntary petitions for relief under title 11 of chapter 11 of the United States Code (the “Bankruptcy Code”) on February 5, 2012 (the “Commencement Date”);

• continued to operate their businesses and manage their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code;

• filed the First Amended Joint Plan of Reorganization of Global Aviation Holdings Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 672] (as amended through the date hereof, the “Plan”) on October 19, 2012, attached hereto as Exhibit A;1

• distributed solicitation materials on October 23, 2012, consistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Bankruptcy Rules for the Eastern District of New York (the “Local Bankruptcy Rules”)

1 Capitalized terms used but not defined in these Findings of Fact, Conclusion of Law and Order (this “Confirmation Order”) shall have the meanings ascribed to them in the Plan. This Confirmation Order shall be governed by the rules of interpretation set forth in Article I.A of the Plan.

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and Disclosure Statement Order (as defined below), as evidenced by affidavits of service [Docket Nos. 709, 710] (collectively, the “Affidavits of Service”) filed by Kurtzman Carson Consultants LLC, the Debtors’ claims and balloting agent, on November 1, 2012;

• published notice of the Confirmation Hearing (as defined below) (the “Confirmation Hearing Notice”) in The New York Times, consistent with the Disclosure Statement Order, as evidenced by the: Certificate of Publication [Docket No. 692] (the “Publication Affidavit”);

• filed the voting certifications and reports of the Court-appointed Notice and Claims Agent, Kurtzman Carson Consultants LLC [Docket No. 771] (the “Voting Certification”) on November 27, 2012;

• filed on November 26, 2012, Global Aviation’s Memorandum of Law (I) In Support of Confirmation of First Amended Joint Plan of Reorganization of Global Aviation Holdings Inc., et al. Pursuant to Chapter 11 of the Bankruptcy Code and (II) In Response to Objections Thereto [Docket No. 767] (the “Plan Confirmation Brief”), together with the Declaration of William A. Garrett in Support of Confirmation of the First Amended Joint Plan of Reorganization of Global Aviation Incorporated et al. Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 773] (the “Garrett Declaration”) and the Declaration of Todd Snyder in Support of Confirmation of the First Amended Joint Plan of Reorganization of Global Aviation Incorporated et al. Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 772] (the “Snyder Declaration”); and

• filed on December 5, 2012, Declaration of Mark Palmer In Support of Confirmation of the Chapter 11 Plan of Reorganization of Global Aviation Holdings Inc., [Docket No. 804] (the “Palmer Declaration”) and Declaration of Eric Larre In Support of the Chapter 11 Plan of Reorganization of Global Aviation Holdings Inc. (the “Larre Declaration”) [Docket No. 804].

This Court having:

• entered the Order Approving (I) Disclosure Statement; (II) the Voting Record Date, Voting Deadline, and Other Dates; (III) Procedures for Soliciting, Receiving, and Tabulating Votes On the Plan and for Filing Objections to the Plan; and (IV) the Manner and Forms of Notice and Other Related Documents [Docket No. 674] (the “Disclosure Statement Order”) on October 19, 2012, which (a) approved the Disclosure Statement as containing “adequate information” in accordance with section 1125 of the Bankruptcy Code, (b) approved certain dates related to solicitation and Confirmation of the Plan, (c) established certain solicitation, noticing and other related procedures (the “Solicitation Procedures”) and (d) approved certain documents to be distributed in connection with solicitation of the Plan pursuant to the Solicitation Procedures (the “Solicitation Package”);

• originally set November 28, 2012, at 11:00 a.m., prevailing Eastern Time, as the date and time of a hearing pursuant to Bankruptcy Rules 3017 and 3018 and sections 1126, 1128

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and 1129 of the Bankruptcy Code to consider Confirmation of the Plan (the “Confirmation Hearing”);

• adjourned the Confirmation Hearing to December 6, 2012, at 9:00 a.m., prevailing Eastern Time;

• reviewed the Plan, the Disclosure Statement, the Plan Confirmation Brief, the Garrett Declaration, the Snyder Declaration, the Voting Certification, the Palmer Declaration, the Larre Declaration, and all filed pleadings, exhibits, statements and comments regarding Confirmation (collectively, the “Confirmation Papers”);

• heard the statements of counsel in respect of Confirmation; and

• considered all oral representations, testimony, documents, filings and other evidence.

NOW, THEREFORE, it appearing to the Court that (a) notice of the

Confirmation Hearing was adequate and appropriate as to all parties to be affected by the Plan

and the transactions contemplated thereby, and (b) the legal and factual bases set forth in the

Confirmation Papers and presented at the Confirmation Hearing establish just cause for the relief granted here; and after due deliberation thereon and good cause appearing therefor, the Court hereby makes and issues the following Findings of Fact and Conclusions of Law and orders:2

I. FINDINGS OF FACT AND CONCLUSION OF LAW

IT IS HEREBY FOUND AND DETERMINED THAT:

A. Jurisdiction and Venue

1. On the Commencement Date, the Debtors commenced the Chapter 11 Cases.

Venue in this Court was proper as of the Commencement Date pursuant to 28 U.S.C. § 1408.

Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2). This Court has

subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This Court has

2 This Confirmation Order constitutes the Court’s findings of fact and conclusions of law under FED. R. CIV. P. 52, as made applicable by Bankruptcy Rules 7052 and 9014. Any and all findings of fact shall constitute findings of fact even if they are stated as conclusions of law, and any and all conclusions of law shall constitute conclusions of law even if they are stated as findings of facts.

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exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of

the Bankruptcy Code and therefore should be confirmed.

B. Eligibility for Relief

2. The Debtors were and are entities eligible for relief under section 109 of the

Bankruptcy Code.

C. Commencement and Joint Administration of the Chapter 11 Cases

3. On the Commencement Date, the Debtors commenced the Chapter 11 Cases by

filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. By prior order of

this Court, the Chapter 11 Cases are being jointly administered pursuant to Bankruptcy Rule

1015 [Docket No. 30]. The Debtors have operated their businesses and managed their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No

trustee or examiner has been appointed in the Chapter 11 Cases.

D. Plan Supplement

4. On November 19, 2012, and November 26, 2012, the Debtors filed the exhibits

compiling the Plan Supplement [Docket Nos. 741 and 765]. The Plan Supplement complies with the terms of the Plan, and the filing and notice of such documents was good and proper in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement

Order, and no other or further notice is or shall be required. The Debtors are authorized to modify the Plan Supplement following entry of this Confirmation Order in accordance with the terms of the Plan.

E. Modifications to the Plan

5. Pursuant to section 1127 of the Bankruptcy Code, any modifications to the Plan described or set forth herein, including, without limitation, modifications related to the Global

Settlement (as defined herein), constitute technical changes or changes with respect to particular

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Claims made pursuant to the agreement of the Holders of such Claims and do not materially or adversely affect or change the treatment of any other Claims or Interests. Pursuant to

Bankruptcy Rule 3019, these modifications do not require additional disclosure under section

1125 of the Bankruptcy Code or the resolicitation of votes under section 1126 of the Bankruptcy

Code, nor do they require that the Holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.

F. Disclosure Statement Order

6. On October 19, 2012, this Court entered the Disclosure Statement Order, which, among other things: (a) approved the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (b) fixed

October 17, 2012, as the record date for purposes of determining, among other things, Holders of

Claims or Interests which are entitled to vote on the Plan; (c) fixed November 21, 2012, at

5:00 p.m. prevailing Eastern Time, as the Voting Deadline; (d) fixed November 20, 2012, at

5:00 p.m. prevailing Eastern Time, as the deadline for objecting to the Plan; (e) fixed

November 28, 2012, at 11:00 a.m. prevailing Eastern Time, as the date and time for the commencement of the Confirmation Hearing; (e) approved the Solicitation Procedures and the

Solicitation Package; and (f) approved the form and method of notice of the Confirmation

Hearing set forth therein.

G. Notice and Transmittal, Mailing and Publication of Materials

7. Due, adequate and sufficient notice of the Disclosure Statement, the Plan, the Plan

Supplement and the Confirmation Hearing, together with all deadlines for voting on or objecting to the Plan, has been given to: (a) all known Holders of Claims and Interests; (b) parties that requested notice in accordance with Bankruptcy Rule 2002; (c) all counterparties to unexpired leases and executory contracts with the Debtors; and (d) all taxing authorities listed on the

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Debtors’ Schedules or Claims Register, in substantial compliance with the Disclosure Statement

Order and Bankruptcy Rules 2002(b), 3017 and 3020(b), and no other or further notice is or shall be required. Adequate and sufficient notice of the Confirmation Hearing, as may be continued from time to time and of any applicable bar dates and hearings described in the Disclosure

Statement Order was given in compliance with the Bankruptcy Rules and the Disclosure

Statement Order, and no other or further notice is or shall be required.

8. The Debtors published the Confirmation Hearing Notice once in The New York

Times, on October 23, 2012, a date no fewer than 29 days prior to the Voting Deadline, in substantial compliance with the Disclosure Statement Order and the Solicitation Procedures, as well as Bankruptcy Rule 2002(l), as evidenced by the Publication Affidavit.

H. Plan Solicitation

9. Votes for acceptance and rejection of the Plan were solicited in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and

3018, the Disclosure Statement, the Disclosure Statement Order, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws and regulations. Specifically, the

Solicitation Package approved by this Court in the Disclosure Statement Order (including the

Disclosure Statement, the Plan, the Ballots, the Master Ballots and any and all related notices) were transmitted to and served on all Holders of Claims in Classes that were entitled to vote to accept or reject the Plan and relevant portions of the Solicitation Package were transmitted to and served on other parties in interest in the Chapter 11 Cases, all in compliance with section 1125 of the Bankruptcy Code, the Disclosure Statement Order, the Solicitation Procedures and the

Bankruptcy Rules. Transmittal and service was adequate and sufficient, and no further notice is or shall be required. In addition, Holders of Claims or Interests in Classes that were not entitled to vote to accept or reject the Plan were provided with certain non-voting materials approved by

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this Court in compliance with the Disclosure Statement Order and the Solicitation Procedures.

Pursuant to the Disclosure Statement Order, the Debtors were excused from distributing

Solicitation Packages to those entities at addresses from which Disclosure Statement Hearing

notices were returned as undeliverable by the United States Postal Service unless the Debtors

were able, using reasonable efforts, to obtain an accurate alternative address for such entities

before the Solicitation Date, and failure to distribute the Solicitation Package to such entities

does not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline, or a

violation of Bankruptcy Rule 3017(d). All procedures used to distribute the Solicitation Package

to Holders of Claims and Interests were fair, and conducted in accordance with the Bankruptcy

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and all other applicable rules, laws

and regulations.

I. Voting Certification

10. Prior to the Confirmation Hearing, on November 27, 2012, the Debtors filed the

Voting Certification, in compliance with the Disclosure Statement Order and Local Bankruptcy

Rule 3018-1(b). All procedures used to tabulate the Ballots and the Master Ballots were fair and

conducted in accordance with the Disclosure Statement Order, the Bankruptcy Code, the

Bankruptcy Rules, the Local Bankruptcy Rules and all other applicable rules, laws and

regulations.

11. As set forth in the Plan and the Disclosure Statement, Holders of Claims in

Class 3 (the “Voting Class”) are eligible to vote on the Plan pursuant to the Solicitation

Procedures. In addition, Holders of Claims in Classes 1, 2, and 6 and Holders of Intercompany

Interests in Class 7 are Unimpaired and deemed to accept the Plan and, therefore, are not entitled

to vote to accept or reject the Plan. Holders of Claims in Classes 4 and 5 and Holders of

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Interests in Class 8 (collectively, the “Deemed Rejecting Classes”) are deemed to reject the Plan

and, therefore, are not entitled to vote to accept or reject the Plan.

12. As evidenced by the Voting Certification, the Voting Class voted to accept the

Plan.

J. Compliance with Bankruptcy Rule 3016

13. The Plan is dated and identifies the entities submitting it, thereby satisfying

Bankruptcy Rule 3016(a). The filing of the Disclosure Statement with the clerk of this Court

satisfied Bankruptcy Rule 3016(b).

K. Satisfaction of Confirmation Requirements and Compliance with Section 1129 of the Bankruptcy Code

14. Based upon the findings of fact and conclusions of law set forth herein, the Plan

satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code. In particular, the Plan complies with all applicable provisions of section 1129 of the

Bankruptcy Code as follows:

1. Section 1129(a)(1) — Compliance of the Plan with Applicable Provisions of the Bankruptcy Code

15. The Plan complies with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(1) of the Bankruptcy Code, including sections 1122 and 1123 of the

Bankruptcy Code.

a. Sections 1122 and 1123(a)(1) — Proper Classification

16. The classification of Claims and Interests under the Plan is proper under the

Bankruptcy Code. Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,

Article III of the Plan provides for the separate classification of Claims and Interests into

eight Classes, based on differences in the legal nature or priority of such Claims and Interests

(other than Administrative Claims and Priority Tax Claims, which are addressed in Article II of

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the Plan, and which are required not to be designated as separate Classes pursuant to section 1123(a)(1) of the Bankruptcy Code). Valid business, factual and legal reasons exist for the separate classification of the various Classes of Claims and Interests created under the Plan, the classifications were not done for any improper purpose, and the creation of such Classes does not unfairly discriminate between or among Holders of Claims or Interests.

b. Section 1123(a)(2) — Specification of Unimpaired Classes

17. Article III of the Plan specifies that Holders of Claims in Classes 1, 2 and 6 and

Holders of Interests in Class 7 are Unimpaired under the Plan. Additionally, Article II of the

Plan specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although these Claims are not classified under the Plan. Accordingly, the requirements of section 1123(a)(2) of the Bankruptcy Code have been satisfied.

c. Section 1123(a)(3) — Specification of Treatment of Impaired Classes

18. Article III of the Plan specifies the treatment of each Impaired Class under the

Plan, including Classes 3, 4, 5 and 8. Accordingly, the requirements of section 1123(a)(3) of the

Bankruptcy Code have been satisfied.

d. Section 1123(a)(4) — No Discrimination

19. Pursuant to section 1123(a)(4) of the Bankruptcy Code, Article III of the Plan uniformly provides for the same treatment of each Claim or Interest in a particular Class, as the case may be, unless the Holder of a particular Claim or Interest has agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the requirements of section 1123(a)(4) of the Bankruptcy Code have been satisfied.

e. Section 1123(a)(5) — Adequate Means for Plan Implementation

20. Pursuant to section 1123(a)(5) of the Bankruptcy Code, Article IV and various other provisions of the Plan specifically provide, in detail, adequate and proper means for the

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Plan’s implementation. Moreover, as set forth in the Confirmation Papers, the Reorganized

Debtors will have, immediately upon the Effective Date, sufficient Cash to make all payments

required to be made on or around the Effective Date pursuant to the terms of the Plan.

Accordingly, the requirements of section 1123(a)(5) of the Bankruptcy Code have been satisfied.

f. Section 1123(a)(6) — Voting Power of Equity Securities

21. The New Certificates of Incorporation, in the form attached as Exhibit B to the

Plan Supplement, prohibit the issuance of non-voting equity securities to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code, thereby satisfying section 1123(a)(6) of the

Bankruptcy Code.

g. Section 1123(a)(7) — Selection of Officers and Directors

22. Article VI.J of the Plan describes the manner of selection of directors and officers of the Reorganized Debtors. In addition, to the extent known and determined, the identities and affiliations of any and all persons proposed to serve as a director or officer of

Reorganized Debtors were disclosed at or before the Confirmation Hearing, including in

Exhibit P to the Plan Supplement, in compliance with section 1129(a)(5) of the Bankruptcy

Code. The selection of the initial directors of the New Boards and the initial officers of

Reorganized Debtors is and will be consistent with the interests of holders of Claims and

Interests and public policy. Accordingly, the requirements of section 1123(a)(7) of the

Bankruptcy Code have been satisfied.

h. Section 1123(b) — Discretionary Contents of the Plan

23. The Plan contains various provisions that may be construed as discretionary, but

are not required for Confirmation under the Bankruptcy Code. As set forth below, such

discretionary provisions comply with section 1123(b) of the Bankruptcy Code and are not

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inconsistent with the applicable provisions of the Bankruptcy Code. Thus, section 1123(b) of the

Bankruptcy Code is satisfied.

i. Section 1123(b)(1), (2) — Claims and Executory Contracts

24. Pursuant to sections 1123(b)(1) and 1123(b)(2) of the Bankruptcy Code,

Article III of the Plan provides that the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests, and Article VII of the Plan provides for the assumption or rejection of the Debtors’ Executory Contracts and Unexpired Leases not previously assumed or

rejected pursuant to section 365 of the Bankruptcy Code and appropriate authorizing orders of this Court.

ii. Section 1123(b)(3) — Settlement, Release, Exculpation, Injunction and Preservation of Claims and Causes of Action

25. Settlement. Pursuant to section 363 of the Bankruptcy Code and

Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan constitute a good faith compromise of all Claims,

Interests and controversies relating to the contractual, legal and subordination rights that a

Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. Such compromise or settlement is in the best interests of the Debtors, their Estates and Holders of Claims and Interests and is fair, equitable and reasonable.

26. Global Settlement. The Plan proposes, and its terms embody, a compromise and settlement of issues relating to the entry into new Collective Bargaining Agreements, each of which were approved by the Bankruptcy Court, by and between certain of the Debtors and certain of the Unions. The Plan is deemed to be a motion under sections 363 and 1123 of the

Bankruptcy Code and Bankruptcy Rule 9019 for approval of the compromise and settlement

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between and among the Debtors, the DIP Lenders, the Consenting Senior Secured Noteholders,

the Second Lien Lenders, the Creditors’ Committee, the IBT, ALPA and TWU (the “Global

Settlement”), the terms of which are outlined in Article V of the Plan. In addition, the Debtors

filed a related motion requesting Court approval of the Global Settlement and certain Plan modifications without the need for further solicitation of votes on the Plan [Docket No. 718]

(together with the related request for relief in the Plan, the “Global Settlement Motion”). This

Court finds that the Global Settlement and the relief requested in the Global Settlement Motion are fair and equitable and within the bounds of reasonableness. All of the applicable factors

weigh in favor of approving the Global Settlement. Every major creditor and employee

constituency is part of the Global Settlement. The Global Settlement embodies a fair balance

between the likelihood of success of the contested issues and the overall benefits of the Global

Settlement. In particular, the Global Settlement resolves the need for costly litigation among

three of the key constituents in these chapter 11 cases — the Unions, the Second Lien Lenders

and the Creditors’ Committee — while providing substantial benefits to the Debtors’ estates,

including maximized certainty in the outcome of these chapter 11 cases and the Debtors’

expeditious emergence. Moreover, the Global Settlement has the support of the key

representatives of all major parties in interest. All of the Settlement Parties have competent and

experienced counsel, each of which have engaged in good faith, arm’s-length negotiations.

Accordingly, the Global Settlement and related relief requested in the Global Settlement Motion

are approved.

27. The modifications to the Plan resulting from the Global Settlement or otherwise

do not adversely change the treatment of the Claim of any creditor or the Interest of any equity

security holder who has not accepted in writing the modifications. Such modification’s impact

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on the recovery to Holders of Allowed Senior Secured Claims is not material and the modified

Plan does not adversely affect Holders of Class 3 Senior Secured Claims (the only voting class).

The modifications to the Plan comply with sections 1127(a) and 1127(c) of the Bankruptcy

Code. In accordance with Bankruptcy Rule 3019(a), therefore, the Debtors are authorized to

amend the Plan without resolicitation and the Debtors’ immaterial modifications to the Plan are

approved. The Debtors were not required to resolicit acceptances of the modified Plan or to

prepare and distribute a new disclosure statement with respect to the modified Plan. Pursuant to

section 1127(d) of the Bankruptcy Code, each Holder of an Allowed Senior Secured Claims that

has accepted the Plan is deemed to have accepted the Plan as modified and such acceptances

cannot be withdrawn. The Debtors are authorized to execute, deliver, implement and fully

perform any and all obligations, instruments, documents or papers and to take any and all actions

reasonably necessary to implement the Global Settlement, as reflected in the Plan, and the

modifications thereto.

28. Global Aviation Releases. The Global Aviation Releases described in

Article X.B of the Plan are an integral part of the Plan and represent a valid exercise of the

Debtors’ business judgment. Pursuing any such claims against the Released Parties is not in the best interest of the Debtors’ estates’ various constituencies as the costs involved likely would outweigh any potential benefit from pursuing such claims. The Global Aviation Releases are:

(a) in exchange for good and valuable consideration provided by the Released Parties; (b) a

good-faith compromise and settlement of the Causes of Action released by the Released Parties;

and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to

any of the Debtors, the Reorganized Debtors or any Holder of a Claim or Interest that would

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have been legally entitled to assert any Cause of Action on behalf of any of the Debtors or the

Estates from asserting any Cause of Action released by the Global Aviation Releases against any

of the Released Parties.

29. Third Party Releases. The Third Party Releases described in Article X.C of the

Plan are an integral part of the Plan. The Third Party Releases are: (a) in exchange for good and valuable consideration provided by the Released Parties; (b) a good-faith compromise and settlement of the Causes of Action released by the Released Parties; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Releasing

Parties asserting any Cause of Action released by the Third Party Releases against any of the

Released Parties.

30. Exculpation. The exculpation provisions set forth in Article X.E of the Plan are essential to the Plan. The record in the Chapter 11 Cases fully supports the exculpation, and the exculpation provisions set forth in Article X.E of the Plan are appropriately tailored to protect the

Exculpated Parties from inappropriate litigation.

31. Injunction. The injunction provisions set forth in Article X.G of the Plan are essential to the Plan and are necessary to preserve and enforce the Global Aviation Releases, the

Third Party Releases and the exculpation provisions in Article X of the Plan, and are narrowly tailored to achieve that purpose.

32. The Global Aviation Releases, the Third Party Releases and the injunction and exculpation provisions set forth in the Plan: (a) are within the jurisdiction of this Court under 28

U.S.C. §§ 1334(a), 1334(b), and 1334(d); (b) are an essential means of implementing the Plan pursuant to section 1123(a)(6) of the Bankruptcy Code; (c) are an integral element of the

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transactions incorporated into the Plan; (d) confer material benefits on, and are in the best interests of, the Debtors, the Estates and their creditors; (e) are important to the overall objectives of the Plan to finally resolve all Claims among or against the parties in interest in the Chapter 11

Cases with respect to the Debtors; and (f) are consistent with sections 105, 1123 and 1129 of the

Bankruptcy Code, other provisions of the Bankruptcy Code and other applicable law. The record of the Confirmation Hearing and the Chapter 11 Cases is sufficient to support the Global

Aviation Releases, the Third Party Releases and the injunction and exculpation provisions contained in Article X of the Plan.

33. Preservation of Claims and Causes of Action. Article VI.Q of the Plan appropriately provides for the preservation by the Debtors of the Causes of Action in accordance with section 1123(b)(3)(B) of the Bankruptcy Code. The provisions regarding Causes of Action in the Plan are appropriate and are in the best interests of the Debtors, the Estates and Holders of

Claims and Interests.

2. Section 1129(a)(2) — Compliance of the Debtors and Others with Applicable Provisions of the Bankruptcy Code

34. The Debtors, as proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code, including sections 1122, 1123, 1124, 1125, 1126 and 1128 of the Bankruptcy Code and

Bankruptcy Rules 3017, 3018 and 3019.

35. Votes to accept or reject the Plan were solicited by the Debtors and their respective members, partners, representatives, officers, directors, employees, advisors, attorneys and agents after the Court approved the adequacy of the Disclosure Statement pursuant to section 1125(a) of the Bankruptcy Code.

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36. The Debtors and their respective members, partners, representatives, officers,

directors, employees, advisors, attorneys and agents have solicited and tabulated votes on the

Plan and have participated in the activities described in section 1125 of the Bankruptcy Code

fairly, in good faith within the meaning of section 1125(e) of the Bankruptcy Code and in a

manner consistent with the applicable provisions of the Disclosure Statement Order, the

Disclosure Statement, the Bankruptcy Code, the Bankruptcy Rules and all other applicable laws,

rules and regulations and are entitled to the protections afforded by section 1125(e) of the

Bankruptcy Code and the exculpation provisions set forth in Article X.E of the Plan.

37. The Debtors and their respective members, officers, directors, employees,

advisors, attorneys and agents have participated in good faith and in compliance with the

applicable provisions of the Bankruptcy Code with regard to the offering, issuance and

distribution of recoveries under the Plan and, therefore, are not, and on account of such

distributions will not be, liable at any time for the violation of any applicable law, rule or

regulation governing the solicitation of acceptances or rejections of the Plan or distributions

made pursuant to the Plan, so long as such distributions are made consistent with and pursuant to

the Plan.

3. Section 1129(a)(3) — Proposal of Plan in Good Faith

38. The Debtors have proposed the Plan in good faith and not by any means forbidden

by law. In determining that the Plan has been proposed in good faith, this Court has examined

the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the Plan itself

and the process leading to its formulation. The Debtors’ good faith is evident from the facts and

record of the Chapter 11 Cases, the Disclosure Statement and the hearing thereon, and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases.

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39. The Plan is the product of arm’s-length negotiations between, among others, the

Debtors, the DIP Lenders, the Ad Hoc Group of Senior Secured Noteholders, certain of the

Debtors’ Unions, the Second Lien Lenders, and the Creditors’ Committee. The Plan itself and the process leading to its formulation provide independent evidence of the Debtors’ good faith,

serve the public interest and assure fair treatment of Holders of Claims and Interests. Consistent

with the overriding purpose of chapter 11, the Chapter 11 Cases were filed, and the Plan was

proposed, with the legitimate purpose of allowing the Debtors to reorganize and emerge from

chapter 11 with a capital structure that will allow them to satisfy their obligations with sufficient

liquidity and capital resources. Accordingly, the requirements of section 1129(a)(3) of the

Bankruptcy Code are satisfied.

4. Section 1129(a)(4) — Bankruptcy Court Approval of Certain Payments as Reasonable

40. The procedures set forth in the Plan for this Court’s review and ultimate determination of the fees and expenses to be paid by the Debtors in connection with the

Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, satisfy the objectives of and are in compliance with section 1129(a)(4) of the Bankruptcy Code.

Accordingly, the requirements of section 1129(a)(4) of the Bankruptcy Code are satisfied.

5. Section 1129(a)(5) — Disclosure of Identity of Proposed Management, Compensation of Insiders and Consistency of Management Proposals with the Interests of Creditors and Public Policy

41. The Plan complies with the requirements of section 1129(a)(5) of the Bankruptcy

Code because, in the Disclosure Statement, the Plan and the Plan Supplement, the Debtors have disclosed the manner of selection of directors and officers of the Reorganized Debtors and, to the extent known and determined, the identities and affiliations of any and all persons proposed to serve as a director or officer and their post-emergence compensation. The selection of the initial

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directors of the New Boards and the initial officers of Reorganized Debtors is and will be consistent with the interests of holders of Claims and Interests and public policy. Accordingly, the requirements of section 1129(a)(5) of the Bankruptcy Code are satisfied.

6. Section 1129(a)(6) — Approval of Rate Changes

42. The Plan does not contain any rate changes subject to the jurisdiction of any governmental regulatory commission and therefore will not require governmental regulatory approval. Therefore, section 1129(a)(6) of the Bankruptcy Code is inapplicable to the

Chapter 11 Cases.

7. Section 1129(a)(7) — Best Interests of Holders of Claims and Interests

43. The liquidation analysis attached as Exhibit F to the Disclosure Statement (the

“Liquidation Analysis”) and the other evidence related thereto in support of the Plan that was proffered or adduced at or prior to, or in declarations in connection with, the Confirmation

Hearing: (a) are reasonable, persuasive, credible and accurate as of the dates such analysis or evidence was prepared, presented or proffered; (b) use reasonable and appropriate methodologies and assumptions; (c) have not been controverted by other evidence; and (d) establish that, as of the Effective Date, under the Plan, Holders of Allowed Claims or Interests in every Class will recover property on account of such Claims or Interests equal to or greater than the amount such

Holders would receive if the Debtors were liquidated on the Effective Date under chapter 7 of the Bankruptcy Code.

8. Section 1129(a)(8) — Conclusive Presumption of Acceptance by Unimpaired Classes; Acceptance of the Plan by Each Impaired Class

44. Claims in Classes 1, 2 and 6 and Intercompany Interests in Class 7 are

Unimpaired Claims or Interests that are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code.

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45. Because the Plan has not been accepted by the Deemed Rejecting Classes, the

Debtors seek Confirmation under section 1129(b), rather than section 1129(a)(8), of the

Bankruptcy Code. Thus, although section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to the Deemed Rejecting Classes, the Plan is confirmable because the Plan does not discriminate unfairly with respect to the Deemed Rejecting Classes, is fair and equitable with respect to the Deemed Rejecting Classes and, thus, satisfies section 1129(b) of the

Bankruptcy Code with respect to such Classes as described further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are satisfied.

9. Section 1129(a)(9) — Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code

46. The treatment of Allowed Administrative Claims, (including DIP Claims and

Roll-Up Claims) and Allowed Priority Tax Claims under Article II and Article VIII of the Plan satisfies the requirements of, and complies in all respects with, section 1129(a)(9) of the

Bankruptcy Code. Accordingly, the requirements of section 1129(a)(9) of the Bankruptcy Code are satisfied.

10. Section 1129(a)(10) — Acceptance by at Least One Impaired Class

47. As set forth in the Voting Certification, the only Voting Class entitled to vote voted to accept the Plan. Specifically, the requisite majorities of Holders of Claims in Class 3 voted to accept the Plan. See Voting Certification. As such, there is at least one Class of Claims that is Impaired under the Plan and has accepted the Plan, determined without including any acceptance of the Plan by any insider (as defined by the Bankruptcy Code). Accordingly, the requirements of section 1129(a)(10) of the Bankruptcy Code have been satisfied.

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11. Section 1129(a)(11) — Feasibility of the Plan

48. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The evidence

supporting the Plan proffered or adduced by the Debtors at, prior to or in declarations filed in

connection with the Confirmation Hearing: (a) is reasonable, persuasive, credible and accurate

as of the dates such analysis or evidence was prepared, presented or proffered; (b) uses

reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; (d) establishes that the Plan is feasible and Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the

Reorganized Debtors or any successor to the Reorganized Debtors under the Plan; and

(e) establishes that the Reorganized Debtors will have sufficient funds available to meet their obligations under the Plan. Accordingly, the requirements of section 1129(a)(11) of the

Bankruptcy Code have been satisfied.

12. Section 1129(a)(12) — Payment of Bankruptcy Fees

49. Article II.D of the Plan provides that, on the Confirmation Date, the Reorganized

Debtors shall pay all statutory fees due and payable, under 28 U.S.C. § 1930(a)(6), plus accrued

interest under 31 U.S.C. § 3717, on all disbursements, including plan payments and

disbursements inside and outside of the ordinary course of business until the entry of a final

decree, dismissal or conversion of the cases to chapter 7. Accordingly, the requirements of

section 1129(a)(12) of the Bankruptcy Code have been satisfied.

13. Section 1129(a)(13) — Retiree Benefits

50. Section 1129(a)(13) of the Bankruptcy Code requires a plan to provide for “retiree

benefits” (as defined in section 1114 of the Bankruptcy Code) at levels established pursuant to

section 1114 of the Bankruptcy Code. Article VI.N of the Plan provides that, on and after the

Effective Date, the Reorganized Debtors’ obligations, if any, to pay all retiree benefits shall

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continue to be paid in accordance with applicable law. Accordingly, the requirements of section 1129(a)(13) of the Bankruptcy Code have been satisfied.

14. Non-applicability of Certain Sections (11 U.S.C. §§ 1129(a)(14), (15), and (16))

51. The Debtors do not owe any domestic support obligations, are not individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and

1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.

15. Section 1129(b) — Confirmation of Plan Over Nonacceptance of Impaired Classes

52. Notwithstanding the fact that the Deemed Rejecting Classes have been deemed not to accept the Plan, the Plan may be confirmed pursuant to section 1129(b)(1) of the

Bankruptcy Code because, as evidenced in the Plan Confirmation Brief and the

Confirmation Papers: (a) the Voting Classes all have voted to accept the Plan; and (b) the Plan does not discriminate unfairly with respect to the Deemed Rejecting Classes and is fair and equitable with respect to the Deemed Rejecting Classes. Accordingly, the Plan is fair and equitable towards all Holders of Claims and Equity Interests in the Deemed Rejecting Classes.

As a result, the Plan satisfies the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed even though section 1129(a)(8) of the Bankruptcy Code is not satisfied. After entry of this Confirmation Order and upon the occurrence of the Effective Date, the Plan shall be binding upon the members of the Deemed Rejecting Classes.

16. Section 1129(c) — Only One Plan

53. Other than the Plan (including previous versions thereof), no other chapter 11 plan has been filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied.

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17. Section 1129(d) — Principal Purpose of the Plan Is Not Avoidance of Taxes

54. No governmental unit has requested that this Court refuse to confirm the Plan on

the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of

the application of section 5 of the Securities Act. As evidenced by its terms, the principal

purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the Bankruptcy Code have been satisfied.

L. Burden of Proof

55. The Debtors, as proponents of the Plan, have met their burden of proving the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard for Confirmation. Further, the Debtors have proven the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by clear and convincing evidence. The witnesses who testified on behalf of the Debtors, including any testimony included in declarations submitted into evidence, were credible, reliable and qualified to testify as to the topics addressed in his or her testimony.

M. Good Faith

56. The Debtors have proposed the Plan in good faith, with the legitimate and honest purposes of reorganizing the Debtors’ ongoing business and maximizing the value of each of the

Debtors and the recovery to stakeholders. The Plan gives effect to many of the Debtors’ restructuring initiatives. Accordingly, the Debtors, the DIP Lenders, the Ad Hoc Group of

Senior Secured Noteholders, certain of the Debtors’ Unions, the Second Lien Lenders, and the

Creditors’ Committee (and all of their respective members, officers, directors, agents, financial

advisers, attorneys, employees, partners, affiliates, and representatives) have acted, are acting

and will continue to act in good faith if they proceed to (a) consummate the Plan and all of the

agreements, settlements, transactions and transfers contemplated thereby and (b) take the actions

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authorized and directed or contemplated by this Confirmation Order. Therefore, the Plan has

been proposed in good faith to achieve a result consistent with the objectives and purposes of the

Bankruptcy Code.

N. Disclosure of Agreements and Other Documents

57. The Debtors have disclosed all material facts regarding: (a) the adoption of the

New Certificates of Incorporation and the New By-Laws and similar constituent documents;

(b) the selection of directors and officers for the Reorganized Debtors; (c) the distribution of

Cash; (d) the issuance of new equity or other securities in Reorganized Global Aviation

consisting of the New Common Stock and the New Warrants; (e) the entry into the New Loan

Documents; (f) the adoption, execution, and implementation of the other matters provided for

under the Plan involving corporate action to be taken by or required of the Reorganized Debtors;

(g) the Management Equity Incentive Plan; (h) the entry into the New Employment Agreements;

(i) the Employee Equity Plan; (j) securities registration exemptions; (k) the exemption under section 1146(a) of the Bankruptcy Code; and (l) the adoption, execution and delivery of all

contracts, leases, instruments, securities, releases, indentures and other agreements related to any

of the foregoing.

O. Transfers by Debtors; Vesting of Assets

58. Except as otherwise provided in the Plan, this Confirmation Order or any

agreement, instrument or other document incorporated therein, on the Effective Date, all

property in each Debtor’s Estate, all Causes of Action, and any property acquired by any of the

Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of

all Liens, Claims, charges or other encumbrances. On and after the Effective Date, except as

otherwise provided in the Plan or this Confirmation Order, each Reorganized Debtor may

operate its business and may use, acquire or dispose of property and compromise or settle any

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Claims, Interests or Causes of Action without supervision or approval by this Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules.

P. Valuation

59. Pursuant to the valuation analyses attached as Exhibit E to the Disclosure

Statement and in the Snyder Declaration, the distributable value of the Debtors is insufficient to support a distribution to Holders of Claims or Interests not entitled to receive distributions under the Plan under absolute priority principles. The valuation set forth in the Disclosure Statement and in the Snyder Declaration was prepared by the Debtors’ investment banker, Rothschild, Inc., in accordance with standard and customary valuation principles and practices, and is a fair and reasonable estimate of the value of the Debtors’ businesses as a going concern.

Q. Satisfaction of Conditions Precedent to Consummation

60. Each of the conditions precedent to the Effective Date, as set forth in Article XI.A of the Plan, will have been satisfied or waived in accordance with the provisions of the Plan, or is reasonably likely to be satisfied.

R. Implementation

61. All documents and agreements necessary to implement the Plan, including those contained in the Plan Supplement, and all other relevant and necessary documents (including, without limitation, the entry into, amendment of, performance under and effectuation of the New

By-Laws, the New Certificates of Incorporation, the New Employment Agreements, the

Management Equity Incentive Plan, the Employee Equity Plan, the New Shareholders

Agreement, the New Warrant Agreement, the New Second Lien Lender Warrant Agreement, the

Second Lien Lender SAR Agreement, and any other document assumed or contained within the

Plan Supplement) have been negotiated in good faith and at arm’s length and are in the best interests of the Debtors and the Reorganized Debtors and shall, upon completion of

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documentation and execution be valid, binding and enforceable documents and agreements not

in conflict with any federal or state law.

S. Issuance of New Common Stock and New Warrants

62. The issuance of the New Common Stock, the New Warrants, the New Second

Lien Lender Warrants and the Second Lien Lender SAR is an essential element of the Plan and is

in the best interests of the Debtors, their Estates and their Creditors.

T. Entry into New Loans

63. The entry into the New Loans is an essential element of the Plan and is in the best

interests of the Debtors, their Estates and their Creditors.

64. Upon diligent inquiry, the Debtors have determined that the New Loans, to be

provided in accordance with the New Loan Documents, respectively, each including any and all

amendments and modifications thereto, any other agreements, instruments, certificates or

documents related thereto and any and all transactions contemplated thereby, present the best

alternative available to the Debtors. Each of the New Loan Documents, including any and all

amendments and modifications thereto, any other agreements, instruments, certificates or

documents related thereto and any and all transactions contemplated thereby, has been negotiated

in good faith and on an arm’s length basis, without intent to hinder, delay or defraud any creditor

of the Debtors, and each party thereto may rely upon the provisions of this Confirmation Order

in closing the New Loans, including any and all amendments and modifications thereto, any other agreements, instruments, certificates or documents related thereto and any and all

transactions contemplated thereby. The New Loan Documents, including any and all

amendments and modifications thereto, any other agreements, instruments, certificates or

documents related thereto and any and all transactions contemplated thereby, are necessary to the

consummation of the Plan. The terms and conditions of the New Loan Documents, including

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any and all amendments and modifications thereto, any other agreements, instruments,

certificates or documents related thereto and any and all transactions contemplated thereby, are

fair and reasonable, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, are supported by reasonably equivalent value and fair consideration and are in the best interests of the Debtors’ estates and their creditors. The execution, delivery or performance by the Debtors or the Reorganized Debtors, as the case may be, of or in accordance with any documents in connection with the New Loan Documents, including any and all amendments and modifications thereto, any other agreements, instruments, certificates or documents related thereto and any and all transactions contemplated thereby, and compliance by the Debtors or the Reorganized Debtors, as the case may be, with the terms thereof are authorized by and will not conflict with the terms of the Plan or this Confirmation Order. The financial accommodations to be extended pursuant to the New Loan Documents, including any and all amendments and modifications thereto, any other agreements, instruments, certificates, or

documents related thereto and any and all transactions contemplated thereby, are being extended

in good faith, for legitimate business purposes, and are reasonable. The New Loan Documents,

including any and all amendments and modifications thereto, any other agreements, instruments,

certificates or documents related thereto and any and all transactions contemplated thereby, shall

constitute legal, valid, binding and authorized obligations of the Debtors and the Reorganized

Debtors enforceable in accordance with their terms and will not conflict with any federal or state law. The Debtors have provided sufficient and adequate notice of the New Loan Documents, including any and all amendments and modifications thereto, any other agreements, instruments, certificates or documents related thereto and any and all transactions contemplated thereby, to all parties in interest in the Chapter 11 Cases. On the Effective Date, all of the liens and security

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interests to be granted in accordance with the New Loan Documents, including any and all

amendments and modifications thereto, any other agreements, instruments, certificates or

documents related thereto and any and all transactions contemplated thereby, shall be deemed

approved and shall be legal, valid, binding and enforceable liens on the collateral therefor. The security interests and liens granted in accordance with the New Loan Documents, including any and all amendments and modifications thereto, any other agreements, instruments, certificates or

documents related thereto and any and all transactions contemplated thereby, shall not be subject

to recharacterization or equitable subordination for any purposes whatsoever and shall not

constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any

applicable non-bankruptcy law. The Debtors, the Reorganized Debtors and the persons granted

such liens and security interests are authorized to make all filings and recordings and to obtain

any and all governmental approvals and consents necessary to establish and perfect such liens

and security interests under the provisions of the applicable state, provincial, federal or other law

(whether domestic or foreign) that would be applicable in the absence of this Confirmation

Order. All fees, costs and expenses paid in connection with the New Loan Documents, including

any and all amendments and modifications thereto, any other agreements, instruments,

certificates or documents related thereto and any and all transactions contemplated thereby are

hereby ratified and approved.

65. In addition to the foregoing and upon entry of this Confirmation Order, the

Debtors are, subject to the reasonable consent of the Ad Hoc Group of Senior Secured

Noteholders, authorized to finalize the terms of the New Revolving Credit Agreement, including,

for the avoidance of doubt, paying certain due diligence fees and expenses incurred by

prospective exit lenders and increasing the amount to be borrowed under the New Revolving

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Credit Agreement. Once finalized, the Debtors may enter into and execute the New Revolving

Credit Agreement, including any and all amendments and modifications thereto, any other

agreements, instruments, certificates or documents related thereto and any and all transactions contemplated thereby, without the need for prior Bankruptcy Court approval.

U. Assumption and Rejection of Executory Contracts and Unexpired Leases

66. The Plan satisfies all requirements for the assumption or rejection of executory contracts and unexpired leases contained in the Bankruptcy Code, including, without limitation, the requirement that the Debtors cure all outstanding defaults, if any, and to provide adequate assurance of performance under any such contracts and leases.

V. Retention of Jurisdiction

67. This Court properly may retain jurisdiction over the matters set forth in

Article XIII and other applicable provisions of the Plan.

II. ORDER

BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF

LAW, IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:

A. Order

68. This Confirmation Order shall confirm the Plan. A copy of the Plan is attached

hereto as Exhibit A.

B. Objections

69. To the extent that any objections, reservations of rights, statements or joinders to

Confirmation have not been withdrawn, waived, settled or otherwise resolved prior to entry of

this Confirmation Order or otherwise resolved as stated on the record of the Confirmation

Hearing, they are hereby overruled on the merits.

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C. Findings of Fact and Conclusions of Law

70. The findings of fact and the conclusions of law set forth herein shall constitute

findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding by Bankruptcy Rule 9014. All findings of fact and conclusions of law announced by the Court at the Confirmation Hearing in relation to Confirmation are hereby incorporated herein to the extent not inconsistent herewith. To the extent that any of the

following constitute findings of fact or conclusions of law, they are adopted as such. To the

extent any of the prior findings of fact or conclusions of law constitutes an order of this Court,

they are adopted as such.

D. Confirmation of the Plan

71. The Plan and Plan Supplement (as such may be amended by this Confirmation

Order or in accordance with the Plan) and each of their provisions are confirmed in each and

every respect pursuant to section 1129 of the Bankruptcy Code. The documents contained in the

Plan Supplement, including any amendments, modifications and supplements thereto, all

documents and agreements related thereto (including all exhibits and attachments thereto and documents referred to in such papers) and the execution, delivery and performance thereof by the

Debtors or the Reorganized Debtors, are authorized and approved as finalized, executed and delivered. Without further order or authorization of this Court, the Debtors, the Reorganized

Debtors, their respective successors and assigns and their members, partners, representatives, officers, directors, employees, advisors, attorneys and agents are authorized and empowered to make all modifications to all documents included as part of the Plan Supplement that are consistent with the Plan, as may be necessary to carry out its purpose and intent. As set forth in

the Plan, once finalized and executed, the documents comprising the Plan Supplement and all

other documents contemplated by the Plan shall constitute legal, valid, binding and authorized

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obligations of the respective parties thereto, enforceable in accordance with their terms and, to the extent applicable, shall create, as of the Effective Date, all Liens and other security interests purported to be created thereby.

72. The terms of the Plan, the Plan Supplement and any and all exhibits thereto are incorporated by reference into, and are an integral part of, this Confirmation Order. The terms of the Plan, the Plan Supplement, any and all exhibits thereto and all other relevant and necessary documents shall be effective and binding as of the Effective Date of the Plan.

E. Plan Classification Controlling

73. The terms of the Plan shall govern the classification of Claims and Interests for purposes of the distributions to be made thereunder. The classifications set forth on the Ballots tendered to or returned by the Holders of Claims or Interests in connection with voting on the

Plan: (a) were set forth on the Ballots solely for purposes of voting to accept or to reject the

Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Interests under the Plan for distribution purposes; (c) may not be relied upon by any Holder of a Claim or Interest as representing the actual classification of such Claim or Interest under the Plan for distribution purposes; and

(d) shall not be binding on the Debtors and the Reorganized Debtors except for voting purposes.

F. Compromise and Settlement

74. The compromise or settlement, pursuant to the Plan, of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim or Interest or any distribution to be made on account of such Allowed Claim or Interest, is approved. On or after the Effective Date, the

Debtors may compromise and settle Claims against them and Causes of Action against other

Entities in accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy

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Code and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of this Court.

75. Global Settlement. The Global Settlement and related relief requested in the

Global Settlement Motion are approved. The Debtors are authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents or papers and to take any and all actions reasonably necessary to implement the Global Settlement, as reflected in the Plan, and the modifications thereto.

76. Payment of Professional Fees. Subject to obtaining Court approval of the

“substantial contribution” motions outlined below, the Debtors shall pay the reasonable and documented fees and expenses of the advisors to the IBT (with the exception of MAEVA Group,

LLC, whose fees and expenses will be paid as described below), including Levy Ratner, P.C.,

Dan Akins, Farrell Fritz and Cheiron. With respect to the fees and expenses of MAEVA Group,

LLC, and subject to approval of the substantial contribution motion filed by MAEVA, the

Debtors will pay to MAEVA Group, LLC on the Effective Date total fees in the amount of

$2,592.741.94, which represents (a) monthly retainers for the period beginning March 20, 2012 through September 30, 2012 in the total amount of $1,117,741.94, and (b) a transaction fee of

$2,000,000 less a credit of $525,000, for a net transaction fee of $1,475,000. Subject to approval of the substantial contribution motion filed by MAEVA, the Debtors will also reimburse

MAEVA Group, LLC on the Effective Date for all documented expenses incurred through

September 30, 2012 and submitted to the Debtors by October 15, 2012. Each of the advisors to the IBT filed a motion for “substantial contribution” [Docket No. 776] pursuant to section

503(b)(3)(D) of the Bankruptcy Code, which shall be heard on at least ten days notice to all parties in interest for the fees and expenses that such party incurred through November 26, 2012.

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From and after the Confirmation Date, the Reorganized Debtors may reimburse and pay the

reasonable and documented fees and expenses of the advisors to the IBT incurred between

November 26, 2012 and the Effective Date in the ordinary course of business without any further notice or filing by the IBT’s advisors or the Reorganized Debtors to any party or action, Order or approval of the Bankruptcy Court.

77. In lieu of an Administrative Claim to be paid on the Effective Date of the Plan,

ALPA elects a credit in the amount of $250,000 to be used for flight pay loss during the life of the amended and assumed Collective Bargaining Agreement dated September 24, 2012, between

North American Airlines, Inc. and The Air Line Pilots Association, International, representing the North American Pilots.

78. The Debtors shall pay the reasonable and documented fees and expenses of

Lowenstein Sandler PC, counsel for the Creditors’ Committee, through October 26, 2012, pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) of the Plan. The Debtors shall also pay the reasonable and documented fees and expenses of Lowenstein Sandler PC incurred after October 26, 2012 through Confirmation up to an aggregate cap of $40,000 pursuant to the to the Interim Compensation Order and the

Professional Fee Claim procedures set forth in Article II.A.2(a) of the Plan. Any such reasonable and documented fees and expenses of Lowenstein Sandler PC relating to the Motion of the

Official Committee of Unsecured Creditors for an Order Authorizing the Committee to Prosecute

Certain Causes of Action on Behalf of the Debtors' Estates [Docket No. 662], discovery related thereto or the investigation of the prepetition lenders’ liens shall be paid up to an aggregate cap of $100,000 (inclusive of the $50,000 provided for the Creditors’ Committee’s investigation of liens in the Final DIP Order).

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79. Pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) of the Plan, the Debtors shall pay the Monthly Advisory

Fees (as defined in 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 [Docket No. 253] (the “Imperial

Retention Application”)) and the reasonable and documented expenses of Imperial Capital,

LLC, the financial advisor for the Creditors’ Committee, through October 31, 2012. Imperial

Capital, LLC shall not be entitled to any Monthly Advisory Fees after October 31, 2012. In addition, pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) of the Plan, the Debtors shall pay a Completion Fee (as defined in the Imperial Retention Application) to Imperial Capital, LLC in the amount of $150,000.

Imperial Capital, LLC shall not be entitled to any other fees, whether Monthly Advisory Fees, a

Completion Fee or otherwise, in excess of the amounts provided herein.

80. On the Effective Date, subject to approval of the substantial contribution motion filed by GSO and Wachtell, Lipton, Rosen & Katz [Docket No. 770 and 797], the Debtors shall pay the reasonable and documented fees and expenses of Wachtell, Lipton, Rosen & Katz, counsel for the Second Lien Lenders, in the amount of $60,000. GSO reserve all rights to seek an order authorizing or requiring such payment pursuant to the Plan, irrespective of the substantial contribution motion.

81. Debtors’ Withdrawal from the IBT Pension Fund. The Debtors’ obligations to contribute to the IBT Pension Plan were, effective September 12, 2012, completely and permanently eliminated. The complete and permanent cessation of the Debtors’ obligations to

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contribute to the IBT Pension Plan created a “complete withdrawal” under ERISA. To the extent

that the “complete withdrawal” results in the imposition of withdrawal liability, such liability

will be treated as a General Unsecured Claim against the Debtors’ estates.

G. Release, Injunctive, Exculpation and Related Provisions

82. The following releases, injunctions, exculpations and related provisions set forth in Article X of the Plan are hereby approved and authorized in their entirety:

1. Debtor Releases

83. The Debtor Releases set forth in Article X.B of the Plan are hereby approved and authorized in its entirety.

2. Third Party Releases

84. The Third Party Releases set forth in Article X.C of the Plan are hereby approved and authorized in its entirety.

3. Exculpation

85. The exculpation provisions set forth in Article X.E of the Plan are hereby approved and authorized in their entirety; provided, however, that nothing in the exculpation provisions shall limit the liability of the Professionals to their respective clients pursuant to N.Y.

Comp. Codes R. & Regs. Tit. 22 § 1200.8, Rule 1.8(h)(1)(2009); provided, further, however, that any party seeking to bring such a claim against any of the Professionals must first seek relief, on proper notice, from this Court.

4. Injunction

86. The injunction provisions set forth in Article X.G of the Plan are hereby approved and authorized in their entirety; provided, however, that nothing in the Plan, Plan Supplement or this Order shall limit the United States’ rights to amend or File Claims after the applicable

Claims Bar Date consistent with applicable law.

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H. ALPA Reservation of Rights

87. For the avoidance of doubt, neither Article X, Sections C, E, F, or G of the Plan,

nor paragraph 83 through paragraph 86 of this Order, nor any other provision of the Plan or this

Order, will bar ALPA’s right to pursue a grievance if ALPA is dissatisfied with the decision of

the New Global Aviation Board one year after its appointment, as described in Article VI.J of the

Plan, with respect to the status of the non-voting board member identified by ALPA.

I. Limitations on Plan Release and Injunction Provisions with Respect to the Government

88. The limitation of Plan Release and Injunction provisions with respect to

Governmental Units set forth in Article X.D of the Plan are hereby approved and authorized in its entirety.

J. Release of Liens

89. Except as otherwise provided in the Plan, in the New Loans or in any other

contract, instrument, release or other agreement or document created pursuant to the Plan, on the

Effective Date and concurrently with the applicable distributions made pursuant to the Plan and,

in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is

Allowed as of the Effective Date, (a) all mortgages, deeds of trust, Liens, pledges or other

security interests against any property of the Estates shall be fully released and discharged, (b) all

of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges or other security interests shall revert to the Reorganized Debtor and its successors and assigns.

K. Preservation of Rights of Action

90. The provisions of Article VI.Q of the Plan are hereby approved in their entirety.

Subject to Article X of the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or

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after the Commencement Date, and the Reorganized Debtors’ rights to commence, prosecute or

settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective

Date.

91. No Entity may rely on the absence of a specific reference in the Plan or the

Disclosure Statement to any Cause of Action against them as any indication that the Debtors or

the Reorganized Debtors will not pursue any and all available Causes of Action against them.

The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all

Causes of Action against any Entity, except as otherwise expressly provided in the Plan.

L. Professional Compensation, Administrative Claims and Bar Dates

1. Professional Compensation

92. Professionals or other Entities asserting a Fee Claim for services rendered before

the Confirmation Date must File and serve on the Debtors and such other Entities who are

designated by the Bankruptcy Rules, this Confirmation Order, the Interim Compensation Order

or other order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 30 days after the Effective Date.

93. On the Effective Date, the Debtors shall establish and fund the Fee Claims

Escrow Account in an amount equal to all Fee Claims outstanding as of the Effective Date

(including unbilled estimated amounts). Amounts held in the Fee Claims Escrow Account shall not constitute property of the Reorganized Debtors. The Fee Claims Escrow Account may be an interest-bearing account. In the event there is a remaining balance in the Fee Claims Escrow

Account following (a) payment to all Holders of Fee Claims under the Plan and (b) the closing of the Chapter 11 Cases, such remaining amount, if any, shall be returned to the Reorganized

Debtors.

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94. Except as otherwise specifically provided in the Plan, from and after the

Confirmation Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order or approval of the Bankruptcy Court pay in Cash the reasonable legal, professional or other fees and expenses related to implementation and

Consummation of the Plan incurred by the Reorganized Debtors through and including the

Effective Date. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional for services rendered or expenses incurred after the Confirmation Date in the ordinary course of business without any further notice to any party or action, order or approval of the Bankruptcy Court.

2. Other Administrative Claims

95. Except for requests for payment of Administrative Claims of governmental units as provided in section 503(b)(1)(D) of the Bankruptcy Code or as otherwise provided in

Article II.A of the Plan, requests for payment of Administrative Claims, must be filed and served on the Reorganized Debtors pursuant to the procedures specified in this Confirmation Order and the notice of entry of the Confirmation Order no later than 30 days after entry of this

Confirmation Order; provided, however, that Claims asserted under section 503(b)(9) of the

Bankruptcy Code must have been filed on or before the Claims Bar Date. Holders of

Administrative Claims that are required to, but do not, file and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped and enjoined from asserting such Administrative Claims against the Debtors or their property and such

Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such

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requests, if any, must be filed and served on the Reorganized Debtors and the requesting party no later than 60 days after the Effective Date.

M. United States Trustee’s Fees

96. Notwithstanding anything to the contrary contained herein, on the Distribution

Date, the Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee at the time of Confirmation. On and after the Confirmation Date, the Reorganized Debtors shall pay all statutory fees due and payable, under 28 U.S.C. § 1930(a)(6), plus accrued interest under

31 U.S.C. § 3717, on all disbursements, including plan payments and disbursements inside and outside of the ordinary course of business until the entry of a final decree, dismissal or conversion of the cases to chapter 7.

N. Exemption from Securities Laws

97. The solicitation of acceptances and rejections of the Plan was exempt from the registration requirements of the Securities Act (as amended, and including the rules and regulations promulgated thereunder) and applicable state securities laws, and no other non-bankruptcy law applies to the solicitation.

98. Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Common Stock, the New Warrants, the New Second Lien Lender

Warrants and the Second Lien Lender SAR shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration before the offering, issuance, distribution, or sale of securities. In addition, under section 1145 of the Bankruptcy Code, the New Common Stock, the New Warrants, the

New Second Lien Lender Warrants and the Second Lien Lender SAR will be freely tradable by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy

Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act;

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(b) compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; (c) the restrictions, if any, on the transferability of such securities and instruments, including those set forth in the New Shareholders Agreement, the New Warrant Agreement, the New Second Lien

Lender Warrant Agreement, the Second Lien Lender SAR Agreement, the New Certificate of

Incorporation and the New By-Laws; and (d) applicable regulatory approval.

O. Exemption from Certain Taxes and Fees

99. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto shall not be subject to any stamp tax, sales tax or other similar tax or governmental assessment in the United States, and this Confirmation Order shall direct and be deemed to direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to (a) the creation of any mortgage, deed of trust, lien or other security interest; (b) the making or assignment of any lease or sublease; (c) any restructuring transaction authorized by the Plan; or (d) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including: (i) any merger agreements; (ii) agreements of consolidation, restructuring, disposition, liquidation or dissolution; (iii) deeds; (iv) bills of sale; or (v) assignments executed in connection with any Restructuring Transaction occurring under the Plan.

P. Federal Regulatory Compliance

100. The Debtors are authorized to effectuate distributions in accordance with the provisions of Subtitle VII of Title 49 of the United States Code. All Holders of Class 3 Claims

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that did not return a properly completed Citizenship Declaration prior to the Citizenship

Declaration Record Date shall be deemed a Non-U.S. Citizen for purposes of distributions under the Plan.

Q. Treatment of Executory Contracts and Unexpired Leases

101. The provisions regarding Executory Contracts and Unexpired Leases set forth in

Article VII of the Plan shall be approved and hereby are approved in their entirety. Entry of this

Order shall fix the amount of the Cure Claim, if any, held by each counterparty of an assumed

Executory Contract or Unexpired Lease that has not formally or informally objected before the

Confirmation Hearing to the assumption of such Executory Contract or Unexpired Lease, or the amount of such Cure Claim provided on the Debtors’ list of assumed Executory Contracts and

Unexpired Leases. For the avoidance of doubt, nothing in the Plan or this Order shall constitute the assumption of an Executory Contract or Unexpired Lease or fix the amount of the Cure

Claim, if any, held by any counterparty of an Executory Contract or Unexpired Lease that the

Debtors propose to assume with respect to any counterparty (i) that has formally or informally objected to (x) the assumption of such Executory Contract or Unexpired Lease or (y) the amount of such Cure Claim provided on the Debtors’ list of assumed Executory Contracts and Unexpired

Leases or (ii) is party to an Executory Contract or Unexpired Lease that is included on the list of assumed Executory Contracts and Unexpired Leases with an assumption obligation of “TBD.”

The Debtors may continue negotiating undetermined Cure Claims and resolve such objections either by mutual agreement between the Debtors and the applicable counterparty or, to the extent a mutual resolution cannot be reached, by having any such objection heard by the Bankruptcy

Court.

102. Nothing contained in the Plan or this Order shall preclude the City of Los

Angeles, which has filed an objection to the proposed cure amount and the Debtors’ assumption

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of certain operating permits [Docket No. 758] (the “LAX Objection”) from asserting that the operating permits included in the LAX Objection are not executory contracts that may be assumed pursuant to section 365 of the Bankruptcy Code, or, if such operating permits are determined to be executory contracts that may be assumed, to object to the Debtor’s assertion of the cure amount. In the event that the Debtors and the City of Los Angeles are unable to reach a consensual resolution to the LAX Objection, the City of Los Angeles shall have at least twenty- one (21) days from the termination of discussions to submit additional briefing on the LAX

Objection, and the operating permits identified in the LAX Objection shall not be deemed assumed until after a hearing on the LAX Objection.

103. Notwithstanding anything to the contrary in the Plan or this Order, the Debtors reserve the right, to alter, amend, modify or supplement the list of Executory Contracts and

Unexpired Leases identified in the Plan Supplement, through and including the Effective Date.

To the extent that the Debtors alter, amend, modify or supplement the list of Executory Contracts and Unexpired Lease included in the Plan Supplement, the Debtors will provide notice to each counterparty to an affected Executory Contract or Unexpired Lease within five days of such decision (collectively, the “Moved Contracts”).

104. The notice to counterparties to Moved Contracts that the Debtors intend to assume

(the “Assumption Notice”) shall contain a proposed amount to cure any unpaid monetary obligations arising under such Moved Contracts (the “Cure Amount”). The Assumption Notice shall provide that any objection to a Cure Amount or to the assumption of a Moved Contract must be: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Bankruptcy Rules, and any orders of the Bankruptcy Court; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such Entity; (d) state the amount proposed by

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the objecting party that would otherwise resolve its objection to the Cure Amount, if applicable;

(e) be Filed with the Bankruptcy Court on or before the date that is ten days after receipt of the

Assumption Notice (the “Moved Contract Cure Objection Deadline”); and (f) be Filed,

contemporaneously with a proof of service, with the Bankruptcy Court and served so that it is

actually received no later than the Moved Contract Cure Objection Deadline by the Debtors.

105. All proofs of Claim with respect to Claims arising from the rejection of Moved

Contracts, if any, must be Filed with the Bankruptcy Court within 30 days from the effective date

of rejection of such Moved Contract, which effective date and the deadline for filing any proofs

of Claim arising from the rejection of a Moved Contract shall be specified in the notice of

rejection provided by the Debtors. Any Claims arising from the rejection of Moved Contracts not Filed within such time will be automatically disallowed, forever barred from assertion and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order or approval of the Bankruptcy Court.

106. Notwithstanding anything to the contrary contained in the Plan, the Plan

Supplement, the Disclosure Statement (and any amendments, supplements or exhibits to any of the foregoing referenced documents) or any other document filed or entered in these Chapter 11

Cases, the following Collective Bargaining Agreements, as amended and approved by the

Bankruptcy Court, shall be deemed assumed as set forth in Article VII.A of the Plan with no

Cure Claim owed by the Debtors on the Effective Date of the Plan:

• Collective Bargaining Agreement, dated September 24, 2012, between North American Airlines, Inc. and The Air Line Pilots Association, International, representing the North American Pilots, as previously Filed with the Bankruptcy Court on September 24, 2012 as Exhibit A to the Emergency Motion of North American Airlines, Inc., for Authority to Enter into Amendments to Its Collective Bargaining Agreement with the Air Line Pilots Association [Docket No. 613];

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• Collective Bargaining Agreement dated September 5, 2012 between World Airways, Inc. and The International Brotherhood of Teamsters, Airline Division, representing the World Pilots, as previously Filed with the Bankruptcy Court on August 22, 2012 as Exhibit C to the Motion of World Airways, Inc. and North American Airlines, Inc., for Authority to Enter into Amendments to their Collective Bargaining Agreements with the International Brotherhood of Teamsters, the Air Line Pilots Association, and the Transport Workers Union [Docket No. 537];

• Collective Bargaining Agreement dated September 5, 2012 between World Airways, Inc. and Local 210 of The International Brotherhood of Teamsters representing the World Flight Attendants, as previously Filed with the Bankruptcy Court on August 22, 2012 as Exhibit D to the Motion of World Airways, Inc. and North American Airlines, Inc., for Authority to Enter into Amendments to their Collective Bargaining Agreements with the International Brotherhood of Teamsters, the Air Line Pilots Association, and the Transport Workers Union [Docket No. 537]; and

• Collective Bargaining Agreement dated September 5, 2012, between World Airways, Inc. and The Transport Workers Union of America AFL-CIO, representing the World Transport Workers, as previously Filed with the Bankruptcy Court on August 22, 2012 as Exhibit E to the Motion of World Airways, Inc. and North American Airlines, Inc., for Authority to Enter into Amendments to their Collective Bargaining Agreements with the International Brotherhood of Teamsters, the Air Line Pilots Association, and the Transport Workers Union [Docket No. 537].

107. Assumption and Treatment of Insurance Policies. Pursuant to Article VII of the Plan, all of the Debtors’ insurance policies and any agreements, documents or instruments relating thereto, are treated as and deemed to be Executory Contracts under the Plan. On the

Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents and instruments related thereto. Notwithstanding any other term or provision in the Plan or this Order, nothing in the Plan or this Order (a) will prejudice any of the rights, claims or defenses of Debtors’ insurers (“Insurers”) under any insurance policies under which Debtors or Reorganized Debtors seek coverage (the “Policies”) and any agreements related to the Policies (together, with the Policies, the “Insurance Agreements”), which shall be treated as if such all Insurance Agreements have been assumed and assigned to the Reorganized

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Debtors under section 365 of the Bankruptcy Code; (b) will modify any of the terms, conditions, limitations and/or exclusions contained in the Insurance Agreements which shall remain in full force and effect; (c) shall be deemed to create any insurance coverage that does not otherwise exist, if at all, under the terms of the Insurance Agreements, or create any right of action against the Insurers that does not otherwise exist under applicable non-bankruptcy law; (d) shall be deemed to prejudice any of the Insurers’ rights and/or defenses in any pending or subsequent litigation in which the Insurers, the Debtors or the Reorganized Debtors may seek any declaration regarding the nature and/or extent of any insurance coverage under the Insurance

Agreements; (e) shall be deemed to alter the continuing duties and obligations of any insured under the Insurance Agreements; or (f) shall be construed as an acknowledgement that the

Insurance Agreements cover or otherwise apply to any claims or that any claims are eligible for payment under any of the Insurance Agreements. For the avoidance of doubt, any and all claims of the Insurers that are due or may become due will be paid in the ordinary course of business and no additional action, including the filing of an Administrative Claim, need be taken. The disallowance of any Claims filed by Insurers in these Chapter 11 Cases, or any Cure Notice received by an Insurer indicating that no Cure Claim is owed by the Debtors, will not impair the rights of such Insurers to collect amounts due under the Insurance Agreements, the terms of the

Plan or this provision of the Order.

R. Priority Tax Claims

108. Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall receive, on the Distribution Date, at the option of the Debtors, one of the following treatments: (a) Cash in an amount equal to the amount of such

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Allowed Priority Tax Claim, plus interest at the rate determined under applicable nonbankruptcy

law and to the extent provided for by section 511 of the Bankruptcy Code; (b) Cash in an aggregate amount of such Allowed Priority Tax Claim payable in installment payments over a period of time not to exceed five years after the Petition Date, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; or (c) such other treatment as may be agreed upon by such Holder and the Debtors or otherwise determined upon an order of the Bankruptcy Court.

S. DIP Claims and Roll-Up Claims

109. As of the Effective Date, the DIP Claims shall be Allowed and deemed to be

Allowed Claims in the amount that is drawn down under the DIP Credit Agreement as of the

Effective Date, plus any interest and fees accrued pursuant to the DIP Credit Agreement. As of the Effective Date, and pursuant to the DIP Order, the Roll-Up Claims shall be Allowed

Administrative Claims in the amount equal to the DIP Lenders’ commitment pursuant to the DIP

Credit Agreement. Except to the extent that a Holder of an Allowed DIP Claim or Allowed

Roll-Up Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed DIP Claim or Allowed Roll-Up Claim, each

Holder of such Allowed DIP Claim or Allowed Roll-Up Claim shall receive on the Effective

Date a Pro Rata distribution of the New First Lien Loan up to the amount of the Allowed DIP

Claim or Allowed Roll-Up Claim.

110. Upon satisfaction of the Allowed DIP Claims and Roll-Up Claims, all mortgages, deeds of trust, Liens, and other security interests granted to secure the amounts advanced under the DIP Credit Agreement shall be deemed cancelled, terminated, released, discharged and extinguished and shall be of no further force or effect. The Debtors, the Reorganized Debtors, or

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their designees are authorized to make such filings or releases as necessary to effectuate the provisions of this paragraph. To the extent any of the DIP Lenders have filed or recorded publicly any Liens, financing statements, and/or security interests to secure the Debtors’ obligations under the DIP Credit Agreement, such DIP Lender shall promptly take any and all commercially reasonable steps requested by the Debtors that are necessary to cancel, terminate, release, discharge, and/or extinguish such publicly-filed Liens, financing statements, and/or security interests. Nothing contained in the Plan, the DIP Credit Agreement or this Order shall affect the indemnity provisions provided for in section 10.3 of the DIP Credit Agreement.

111. On the Effective Date, the Debtors shall pay all reasonable and documented fees and expenses (i) provided to be paid by the DIP Order or the DIP Credit Agreement, as applicable, including those of the DIP Agent, the DIP Lenders, the Ad Hoc Group of Senior

Secured Noteholders and the Senior Secured Indenture Trustee and (ii) of the Senior Secured

Indenture Trustee and the Senior Secured Predecessor Indenture Trustee incurred under the

Senior Secured Indenture.

T. Provisions Governing Distributions

112. The provisions governing distributions set forth in Article VIII of the Plan shall be approved and hereby are approved in their entirety. The Reorganized Debtors shall make all distributions required under the Plan.

U. Procedures for Resolving Contingent, Unliquidated and Disputed Claims or Interests

113. The procedures for resolving Claims and Interests set forth in Article IX of the

Plan shall be approved and hereby are approved in their entirety.

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V. Cancellation of Existing Securities

114. Except as otherwise provided in the Plan or any agreement, instrument or other

document incorporated in the Plan or the Plan Supplement, on the Effective Date: (a) the

obligations of the Debtors under the DIP Credit Agreement, the Senior Secured Indenture, the

Second Lien Credit Agreement and any other certificate, share, note, bond, indenture, purchase

right, option, warrant or other instrument or document, directly or indirectly, evidencing or

creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any

Claim or Interest, including, for the avoidance of doubt, all existing equity Interests in Global

Aviation Holdings Inc. (except such certificates, notes or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (b) the obligations of the Debtors pursuant, relating

or pertaining to any agreements, indentures, certificates of designation, bylaws or certificate or

articles of incorporation or similar documents governing the shares, certificates, notes, bonds,

purchase rights, options, warrants or other instruments or documents evidencing or creating any

indebtedness or obligation of the Debtors (except such agreements, certificates, notes or other

instruments evidencing indebtedness or obligations of the Debtors that are specifically

Reinstated pursuant to the Plan or by Court Order) shall be released and discharged; provided,

however, notwithstanding Confirmation or the occurrence of the Effective Date, any such

indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of enabling Holders of Allowed Claims to receive distributions under the

Plan as provided herein; provided, further, however, that the preceding proviso shall not affect

the discharge of Claims or Interests pursuant to the Bankruptcy Code, this Confirmation Order or

the Plan or result in any expense or liability to the Reorganized Debtors, except to the extent set

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forth in or provided for under this Plan. On and after the Effective Date, all duties and

responsibilities of the Senior Secured Indenture Trustee under the Senior Secured Indenture and

the Second Lien Agent under the Second Lien Credit Agreement, as applicable, shall be

discharged unless otherwise specifically set forth in or provided for under the Plan.

W. New Loans

115. On the Effective Date, the Reorganized Debtors shall enter into the New Loans.

116. The New Loans (including the transactions contemplated thereby, and all actions

to be taken, undertakings to be made, and obligations to be incurred and fees paid by the

Reorganized Debtors in connection therewith) are hereby approved and the Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the

New Loans, including the New Loan Documents, without further notice to or order of the

Bankruptcy Court, act or action under applicable law, regulation, order or rule or vote, consent, authorization or approval of any Person, subject to such modifications as the Reorganized

Debtors may deem to be reasonably necessary to consummate such New Loans.

117. In addition to the foregoing, the Debtors are, subject to the reasonable consent of the Ad Hoc Group of Senior Secured Noteholders, authorized to finalize the terms of the New

Revolving Credit Agreement, including, for the avoidance of doubt, paying certain due diligence fees and expenses incurred by prospective exit lenders and increasing the amount to be borrowed

under the New Revolving Credit Agreement. Once finalized, the Debtors may enter into and

execute the New Revolving Credit Agreement, including any and all amendments and

modifications thereto, any other agreements, instruments, certificates or documents related

thereto and any and all transactions contemplated thereby, without the need for prior Bankruptcy

Court approval.

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X. New Common Stock, New Warrants, New Second Lien Lender Warrants and Second Lien Lender SAR

118. In accordance with the terms of Article VI.C.2 of the Plan, on the Effective Date,

or as soon as reasonably practicable thereafter, the issuance of the New Common Stock, the New

Warrants, the New Second Lien Lender Warrants, the Second Lien Lender SAR or any other

stock appreciation rights or other equity awards, if any, in connection with the Management

Equity Incentive Plan, the New Employment Agreements or Employee Equity Plan, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests. If a material transaction involving some or all of the Debtors’ assets or capital structure occurs within the first 30 days after the Effective Date, the New Warrants and the New Common Stock shall be issued into the Employee Equity Pool and shall immediately vest before the closing of any such material transaction.

Y. Management Equity Incentive Plan

119. The Management Equity Incentive Plan is hereby approved in its entirety. The

Reorganized Global Aviation Board will adopt and implement the Management Equity Incentive

Plan, pursuant to which retentive and performance-based equity awards of 6% of the New

Common Stock shall be issued to certain of the Debtors’ Executives and Employees on the

Effective Date in the form of restricted stock units; provided, however, that any Employee

participating in the Employee Equity Plan shall not be eligible for distributions under the

Management Equity Incentive Plan. The Management Equity Incentive Plan will not dilute the

Employee Equity Plan.

Z. New Employment Agreements

120. The form of the New Employment Agreement is hereby approved in its entirety.

On the Effective Date, the Reorganized Debtors may enter into the New Employment

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Agreements with each applicable Executive without any further action by the New Global

Aviation Board or the Bankruptcy Court.

AA. Employee Equity Plan

121. The Employee Equity Plan is hereby approved in its entirety. As soon as

reasonably practicable following the Effective Date, New Global Aviation Board will adopt and

implement the Employee Equity Plan, pursuant to which 25% of the New Common Stock shall

be distributed for the benefit of the Qualifying Represented Employees and Non-Executive,

Non-Represented Employees to be shared in proportion to (a) the concessions agreed and ratified

through voluntary modifications, in the case of the Reorganized Debtors’ Qualifying

Represented Employees, and (b) the amount of $1,000,000 with respect to the Reorganized

Debtors’ Non-Executive, Non-Represented Employees. In addition, the Employee Equity Plan

shall provide for New Warrants to purchase 15% of the fully-diluted New Common Stock for the

Qualifying Represented Employees and Non-Executive, Non-Represented Employees. The

distribution of the Employee Equity Pool shall occur within 30 days of the Effective Date. If a

material transaction involving some or all of the Debtors’ assets or capital structure occurs within the first 30 days after the Effective Date, the New Common Stock shall be issued into the

Employee Equity Pool and shall immediately vest before the closing of any such material

transaction.

BB. Other Essential Documents and Agreements

122. The New By-Laws, the New Certificates of Incorporation, the New First Lien

Loan Credit Agreement, the New Second Lien Loan Credit Agreement; the New Revolving

Credit Agreement, the New Intercreditor Agreement, the New Shareholders Agreement, the New

Warrant Agreement, the New Second Lien Lender Warrant Agreement, the Second Lien Lender

SAR Agreement, any other agreements, instruments, certificates or documents related thereto

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and the transactions contemplated by each of the foregoing are approved in their entirety and,

upon execution and delivery of the agreements and documents relating thereto by the applicable

parties, the New By-Laws, the New Certificates of Incorporation, the New First Lien Loan

Credit Agreement, the New Second Lien Loan Credit Agreement; the New Revolving Credit

Agreement, the New Intercreditor Agreement, the New Shareholders Agreement, the New

Warrant Agreement, the New Second Lien Lender Warrant Agreement, the Second Lien Lender

SAR Agreement and any other agreements, instruments, certificates or documents related thereto shall be in full force and effect and valid, binding and enforceable in accordance with their terms

without the need for any further notice to or action, order or approval of this Court, or other act or action under applicable law, regulation, order or rule. The Debtors, and after the Effective

Date, the Reorganized Debtors, are authorized, without further approval of this Court or any

other party, to execute and deliver all agreements, documents, instruments, securities and

certificates relating to such agreements and perform their obligations thereunder, including,

without limitation, pay all fees due thereunder or in connection therewith.

123. On or before the Effective Date, the Debtors may File with the Bankruptcy Court

such agreements and other documents as may be necessary or appropriate to effectuate and

further evidence the terms and conditions of the Plan. The Debtors or Reorganized Debtors, as

applicable, and all Holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

CC. Governing Law

124. Unless a rule of law or procedure is supplied by federal law (including the

Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the

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State of New York, without giving effect to the principles of conflict of laws, shall govern the

rights, obligations, construction and implementation of the Plan, any agreements, documents,

instruments or contracts executed or entered into in connection with the Plan (except as

otherwise set forth in those agreements, in which case the governing law of such agreement shall

control); provided, however, that corporate governance matters relating to the Debtors or the

Reorganized Debtors, as applicable, not incorporated in New York shall be governed by the laws of the state of incorporation of the applicable Debtor or Reorganized Debtor, as applicable.

DD. Effectiveness of All Actions

125. Except as set forth in the Plan, all actions authorized to be taken pursuant to the

Plan shall be effective on, prior to, or after the Effective Date pursuant to this Confirmation

Order, without further application to, or order of this Court, or further action by the respective

officers, directors, members or stockholders of the Reorganized Debtors and with the effect that

such actions had been taken by unanimous action of such officers, directors, members or

stockholders.

EE. Approval of Consents and Authorization to Take Acts Necessary to Implement Plan

126. Pursuant to section 1142(b) of the Bankruptcy Code, section 303 of the Delaware

General Corporation Law and any comparable provision of the business corporation laws of any

other state, each of the Debtors and the Reorganized Debtors hereby is authorized and

empowered to take such actions and to perform such acts as may be necessary, desirable or

appropriate to comply with or implement the Plan, the documents comprising the Plan

Supplement, any other Plan documents, and all documents, instruments, securities and

agreements related thereto and all annexes, exhibits and schedules appended thereto, and the

obligations thereunder shall constitute legal, valid, binding and authorized obligations of each of

the respective parties thereto, enforceable in accordance with their terms without the need for

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any stockholder or board of directors’ approval. Each of the Debtors and the Reorganized

Debtors hereby is authorized and empowered to take such actions, to perform all acts, to make, execute, and deliver all instruments and documents, and to pay all fees and expenses as set forth in the documents relating to the Plan and including without limitation, the documents comprising

the Plan Supplement, any other Plan documents, and all documents, instruments, securities and

agreements related thereto and all annexes, exhibits and schedules appended thereto and that may

be required or necessary for its performance thereunder without the need for any stockholder or

board of directors’ approval. On the Effective Date, the appropriate officers of Reorganized

Global Aviation and members of the New Board are authorized and empowered to issue, execute

and deliver the agreements, documents, securities and instruments contemplated by the Plan in

the name of and on behalf of the Reorganized Debtors. Subject to the terms of this Confirmation

Order, each of the Debtors, the Reorganized Debtors and the officers and directors thereof are

authorized to take any such actions without further corporate action or action of the directors or

stockholders of the Debtors or the Reorganized Debtors. On the Effective Date, or as soon

thereafter as is practicable, the Reorganized Debtors shall file their amended certificates of

incorporation with the Secretary of State of the state in which each such entity is (or will be)

organized, in accordance with the applicable general business law of each such jurisdiction.

127. This Confirmation Order shall constitute all approvals and consents required, if

any, by the laws, rules and regulations of all states and any other governmental authority with

respect to the implementation or consummation of the Plan and any documents, instruments,

agreements, any amendments or modifications thereto and any other acts and transactions

referred to in or contemplated by the Plan, the Plan Supplement, the Disclosure Statement, and

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any documents, instruments, securities, agreements and any amendments or modifications thereto.

FF. Effect of Conflict Between Plan and Confirmation Order

128. If there is any direct conflict between the terms of the Plan or the

Plan Supplement and the terms of this Confirmation Order, the terms of this Confirmation Order shall control.

GG. Immediate Binding Effect

129. Notwithstanding Bankruptcy Rules 3020(e), 6004(h) or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the

Reorganized Debtors and any and all Holders of Claims or Interests (irrespective of whether

Holders of such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges and injunctions described in the Plan or herein, each Entity acquiring property under the Plan and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

HH. Reservation of Rights

130. Except as expressly set forth in the Plan, the Plan shall have no force or effect unless and until the Bankruptcy Court enters this Confirmation Order. None of the Filing of the

Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of

Claims or Interests prior to the Effective Date.

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II. Injunctions and Automatic Stay

131. Unless otherwise provided in the Plan or in this Confirmation Order, all

injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the

Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date

(excluding any injunctions or stays contained in the Plan or this Confirmation Order) shall

remain in full force and effect until the Effective Date. All injunctions or stays contained in the

Plan or this Confirmation Order shall remain in full force and effect in accordance with their terms.

JJ. References to Plan Provisions

132. The failure specifically to include or to refer to any particular article, section or

provision of the Plan, Plan Supplement or any related document in this Confirmation Order shall

not diminish or impair the effectiveness of such article, section, or provision it being the intent of

the Bankruptcy Court that the Plan and any related documents be confirmed in their entirety.

KK. Nonseverability of Plan Provisions

133. Each term and provision of the Plan, as it may have been altered or interpreted in

accordance with Article XIV.H of the Plan, is: (a) valid and enforceable pursuant to its terms;

(b) integral to the Plan and may not be deleted or modified without the Debtors’ consent; and

LL. Specific Creditor Provisions

134. World Fuel Claims Resolution. World Fuel Services, Inc. (“World Fuel”) filed

(i) a timely proof of claim numbered 349, asserting a total Priority Non-Tax Claim of

$154,028.71 and an unliquidated General Unsecured Claim of not less than $151,384.01 and

(ii) a timely proof of claim numbered 350, asserting a total Priority Non-Tax Claim of

$531,363.43 and an unliquidated General Unsecured Claim of not less than $323,606.79, arising

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from fuel purchased by the Debtors before the Commencement Date. Claims No. 349 and 350 shall receive the following treatment:

• Claim No. 349 shall be allowed as a (i) Priority Non-Tax Claim pursuant to section 503(b)(9) of the Bankruptcy Code against the chapter 11 estates of the Debtors in the amount of $110,000.00 and (ii) General Unsecured Claim against the chapter 11 estates of the Debtors in the amount of $195,412.72;

• Claim No. 350 shall be allowed as a (i) Priority Non-Tax Claim pursuant to section 503(b)(9) of the Bankruptcy Code against the chapter 11 estates of the Debtors in the amount of $390,000.00 and (ii) General Unsecured Claim against the chapter 11 estates of the Debtors in the amount of $464,970.22;

• World Fuel shall not be entitled to pre-petition or post-petition interest on Claim No. 349 and 350; and

• Claims No. 349 and 350 shall be paid in the same manner as all other similarly situated (x) Priority Non-Tax Claims and (y) General Unsecured Claims, respectively, pursuant to the Plan.

135. The Debtors hereby waive and release any and all claims, causes of action, rights and remedies they have or had against World Fuel as of the date of the entry of the Plan, including, without limitation, any claims or causes of action arising under chapter 5 of the

Bankruptcy Code. Except for obligations arising under the post-petition fuel supply contract entered into between the Debtors and World Fuel, World Fuel hereby waives and releases any and all claims, causes of action, rights and remedies it had or has against any of the Debtors’ estates as of the date of the entry of the Plan.

136. Total Petrochemicals Claims Resolution. Total Petrochemicals & Refining

USA, Inc. (“Total”) and North American are parties to that certain Aviation Fuel Sales

Agreement dated effective October 1, 2011 (the “North American Jet Fuel Agreement”). Under the terms of, and as part of the North American Jet Fuel Agreement, Total and North American are also parties to three (3) Location Agreements for the sale of jet fuel to North American at certain airport locations (the “North American Location Agreements”).

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137. Total and World Airways are parties to that certain Aviation Fuel Sales

Agreement dated effective October 1, 2011 (the “World Airways Jet Fuel Agreement”). Under

the terms of, and as part of the World Airways Jet Fuel Agreement, Total and World Airways are

also parties to three (3) Location Agreements for the sale of jet fuel to World Airways at certain

airport locations (the “World Airways Location Agreements”).

138. Total filed (i) a proof of claim numbered 394 (“Claim No. 394”), asserting a total

Administrative Claim of $781,207.35 and a General Unsecured Claim of $218,028.68 against

North American arising from fuel purchased by North American before the Commencement

Date pursuant to the North American Jet Fuel Agreement and (ii) a proof of claim numbered 876

(“Claim No. 876”), asserting an unliquidated General Unsecured Claim against World Airways,

arising from fuel purchased by World Airways before the Commencement Date pursuant to the

World Airways Jet Fuel Agreement.

139. Claims Nos. 394 and 876 shall receive the following treatment:

• Claim No. 394 is hereby allowed as (i) an Administrative Claim pursuant to section 503(b)(9) of the Bankruptcy Code against the chapter 11 estates of the Debtors in the amount of $607,498.54 and (ii) a General Unsecured Claim against the chapter 11 estates of the Debtors in the amount of $391,737.49.

• Total shall not be entitled to pre-petition or post-petition interest on Claim No. 394.

• Claim No. 394 shall be paid in the same manner as all other similarly situated (x) Administrative Claims and (y) General Unsecured Claims, respectively, pursuant to the Plan.

• Claim No. 876 is hereby disallowed and expunged from the claims register.

140. The Debtors and Total agree, and Total is hereby released from any and all

claims, causes of action, rights and remedies the Debtors have or had against Total as of the date

of the entry of this Order, including, without limitation, any claims or causes of action arising

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under chapter 5 of the Bankruptcy Code. Except for Claim No. 394 and any other obligations or

claims arising under the North American Jet Fuel Agreement and the World Airways Jet Fuel

Agreement, as may be amended, supplemented, or modified from time to time, the Debtors and

Total agree, and the Debtors hereby are released any and all claims, causes of action, rights and remedies Total had or has against any of the Debtors’ estates as of the date of the entry of this

Order.

141. The North American Jet Fuel Agreement, including the North American Location

Agreements and any exhibits and attachments to the North American Jet Fuel Agreement, is

hereby assumed. The North American Location Agreements shall be amended to extend the

term of each of the North American Location Agreements for two (2) years. In addition, Total

and North American shall enter into a new Location Agreement for jet fuel purchases at Chicago

O’Hare International Airport in which Total will reduce the Differential (as defined in the North

American Jet Fuel Agreement) in the original bid to $0.0625/gallon for a period of two (2) years.

Total reserves the right to increase the Differentials in each of the North American Location

Agreements per the provisions of Section 7.03 of the General Provisions of the North American

Jet Fuel Agreement.

142. The World Airways Jet Fuel Agreement, including the World Airways Location

Agreements and any exhibits and attachments to the North American Jet Fuel Agreement, is

hereby assumed. The World Airways Location Agreements shall be amended to extend the term

of each of the World Airways Location Agreements for two (2) years. In addition, Total and

World Airways shall enter into a new Location Agreement for jet fuel purchases at Chicago

O’Hare International Airport in which Total will reduce the Differential (as defined in the World

Airways Jet Fuel Agreement) from the original bid to $0.0625/gallon for a period of two (2)

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years. Total reserves the right to increase Differentials in each of the World Airways Location

Agreements per Section 7.03 of the General Provisions of the World Airways Jet Fuel

Agreement.

143. The allowance of Claim No. 394 as set forth in this Order shall be sufficient to

cure any prepetition defaults by the Debtors under the North American Jet Fuel Agreement and

the World Airways Jet Fuel Agreement.

144. Upon the occurrence of the Effective Date of the Plan, Total shall immediately

return to World Airways a credit balance of $210,845.37. Total shall provide written

confirmation of the return of such credit balance to World Airways within ten (10) business days

of the occurrence of the Effective Date of the Plan.

MM. Notice of Confirmation

145. The Reorganized Debtors shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c) on all Holders of Claims and

Interests, the United States Trustee for the Eastern District of New York, and other parties in interest, by causing notice of entry of this Confirmation Order to be delivered to such parties by first-class mail, postage prepaid, within 10 business days after entry of this Order; provided, however, that no notice or service of any kind shall be required to be mailed or made upon any

Entity to whom the Debtors mailed notice of the Confirmation Hearing, but received such notice returned marked “undeliverable as addressed,” “moved, left no forwarding address” or

“forwarding order expired” or for similar reason, unless the Debtors have been informed in writing by such Entity, or are otherwise aware, of that Entity’s new address. The Debtors also shall publish notice of Confirmation once in The New York Times. Mailing and publication of

the notice of Confirmation in the time and manner set forth in the this paragraph shall be good

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and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is necessary.

NN. Authorization to Consummate

146. The Debtors are authorized to consummate the Plan at any time after the entry of this Confirmation Order subject to satisfaction or waiver (by the required parties) of the conditions precedent to the Effective Date set forth in Article XI.B of the Plan.

OO. Substantial Consummation

147. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

PP. Notice of Effective Date

148. As soon as reasonably practicable after the occurrence of the Effective Date, the

Reorganized Debtors shall file notice of the Effective Date and shall serve a copy of same on all creditors and interest holders, the United States Trustee for the Eastern District of New York, and other parties in interest. Such notice is adequate under the particular circumstances and no other or further notice is necessary.

QQ. Effect of Non-Occurrence of Conditions to the Effective Date

149. If the Consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (a) constitute a waiver or release of any claims by or Claims against or Equity Interests in the Debtors;

(b) prejudice in any manner the rights of the Debtors, any Holders or any other Entity; or

(c) constitute an admission, acknowledgment, offer or undertaking by the Debtors, any Holders or any other Entity in any respect.

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RR. Retention of Jurisdiction

150. Notwithstanding the entry of this Confirmation Order and the occurrence of the

Effective Date, this Court shall retain jurisdiction over the Chapter 11 Cases and all matters,

arising out of, or related to, the Chapter 11 Cases and the Plan, including as set forth in

Article XIII of the Plan.

SS. Final Confirmation Order

151. This Confirmation Order is a final order and the period in which an appeal must be filed shall commence upon the entry hereof.

ORDERED.

______Dated: Brooklyn, New York Carla E. Craig December 10, 2012 United States Bankruptcy Judge

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EXHIBIT A

First Amended Joint Plan of Reorganization of Global Aviation Holdings Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

In re: Chapter 11

FIRST AMENDED JOINT PLAN OF REORGANIZATION OF GLOBAL AVIATION HOLDINGS INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

James H.M. Sprayregen Jonathan S. Henes Christopher T. Greco KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

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

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TABLE OF CONTENTS

Article I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW ...... 1 A. Defined Terms ...... 1 B. Rules of Interpretation ...... 14 C. Computation of Time ...... 14 D. Governing Law ...... 14 E. Reference to Monetary Figures ...... 15 F. Reference to the Debtors or the Reorganized Debtors ...... 15

Article II. ADMINISTRATIVE CLAIMS, DIP CLAIMS, ROLL-UP CLAIMS AND PRIORITY TAX CLAIMS ...... 15 A. Administrative Claims ...... 15 1. General Administrative Claims ...... 15 2. Professional Compensation ...... 15 3. Administrative Claim Bar Date ...... 16 B. DIP Claims and Roll-Up Claims ...... 16 C. Priority Tax Claims ...... 17 1. Priority Tax Claims ...... 17 D. Statutory Fees ...... 17

Article III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ...... 17 A. Classification of Claims and Interests ...... 17 B. Summary of Classification ...... 17 C. Treatment of Claims and Interests ...... 18 D. Special Provision Governing Claims that are Not Impaired ...... 21

Article IV. ACCEPTANCE REQUIREMENTS ...... 21 A. Acceptance or Rejection of the Plan ...... 21 1. Voting Classes ...... 21 2. Presumed Acceptance of the Plan ...... 21 3. Deemed Rejection of the Plan ...... 21 B. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code ...... 21 C. Special Provision Governing Claims that are Not Impaired...... 21

Article V. SETTLEMENT BETWEEN AND AMONG THE DEBTORS, THE DIP LENDERS, THE CONSENTING SENIOR SECURED NOTEHOLDERS, THE SECOND LIEN LENDERS, THE CREDITORS’ COMMITTEE, THE IBT, ALPA AND TWU ...... 22 A. Approval of the Settlement ...... 22 1. Employee Equity Plan ...... 22 2. IBT and ALPA Advisor Fees ...... 23 3. Single Carrier Protections ...... 23 4. Profit Sharing ...... 23 5. Information Sharing ...... 23 6. Second Lien Lender Settlement ...... 24 7. Second Lien Lender Advisor Fees ...... 24 8. Creditors’ Committee Settlement ...... 24 9. Creditors’ Committee Advisor Fees ...... 24

Article VI. MEANS FOR IMPLEMENTATION OF THE PLAN ...... 25 A. New Loans...... 25 1. New Revolver ...... 25 2. New First Lien Loan ...... 25 3. New Second Lien Loan ...... 25 4. Required Paydowns ...... 25 i

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B. Restructuring Transactions...... 25 C. Sources of Consideration for Plan Distributions ...... 26 1. The New Loans ...... 26 2. Issuance and Distribution of New Common Stock, the New Warrants, the New Second Lien Lender Warrants and the Second Lien Lender SAR ...... 26 D. Corporate Existence ...... 27 E. Vesting of Assets in the Reorganized Debtors ...... 27 F. Cancellation of Existing Securities ...... 27 G. Section 1145 Exemption ...... 28 H. Corporate Action...... 28 I. New Certificates of Incorporation and New By-Laws ...... 28 J. Directors and Officers of the Reorganized Debtors and Reorganized Global Aviation ...... 28 K. Effectuating Documents; Further Transactions ...... 29 L. Management Equity Incentive Plan ...... 29 M. New Employment Agreements ...... 29 N. Existing Benefits Agreements ...... 29 O. D&O Liability Insurance Policies ...... 30 P. Exemption from Certain Taxes and Fees ...... 30 Q. Preservation of Causes of Action ...... 30

Article VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...... 31 A. Assumption and Rejection of Executory Contracts and Unexpired Leases ...... 31 B. Claims Based on Rejection of Executory Contracts or Unexpired Leases ...... 31 C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed...... 32 D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases ...... 32 E. Assumption of Indemnification Provisions ...... 32 F. Assumption of Insurance Policies ...... 32 G. Modifications, Amendments, Supplements, Restatements or Other Agreements ...... 33 H. Reservation of Rights ...... 33 I. Nonoccurrence of Effective Date ...... 33 J. Contracts and Leases Entered Into After the Commencement Date...... 33

Article VIII. PROVISIONS GOVERNING DISTRIBUTIONS ...... 33 A. Record Date for Distributions ...... 33 B. Timing and Calculation of Amounts to Be Distributed ...... 33 C. Disbursing Agent ...... 34 D. Rights and Powers of Disbursing Agent ...... 34 1. Powers of the Disbursing Agent ...... 34 2. Disbursing Agent Fees and Expenses ...... 34 E. Distributions on Account of Claims Allowed After the Effective Date ...... 34 1. Payments and Distributions on Disputed Claims ...... 34 2. Special Rules for Distributions to Holders of Disputed Claims ...... 34 F. Delivery of Distributions and Undeliverable or Unclaimed Distributions ...... 35 1. Delivery of Distributions...... 35 2. Minimum Distributions...... 36 3. Failure to Present Checks ...... 36 4. Undeliverable Distributions and Unclaimed Property...... 36 G. Withholding and Reporting Requirements ...... 36 H. Setoffs and Recoupment ...... 36 I. Claims Paid or Payable by Third Parties ...... 37 1. Claims Paid by Third Parties ...... 37 2. Claims Payable by Third Parties ...... 37 3. Applicability of Insurance Policies ...... 37 J. Allocation Between Principal and Accrued Interest ...... 37 ii

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Article IX. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS ...... 37 A. Allowance of Claims ...... 37 B. Claims Administration Responsibilities ...... 37 C. Estimation of Claims ...... 38 D. Adjustment to Claims Without Objection ...... 38 E. Time to File Objections to Claims ...... 38 F. Disallowance of Claims ...... 38 G. Amendments to Claims ...... 39 H. No Distributions Pending Allowance ...... 39 I. Distributions After Allowance ...... 39

Article X. SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS ...... 39 A. Compromise and Settlement of Claims, Interests and Controversies ...... 39 B. Releases by the Debtors ...... 40 C. Releases by Holders of Claims and Interests ...... 40 D. Limitations on Plan Release and Injunction Provisions with Respect to the Government ...... 41 E. Exculpation ...... 41 F. Discharge of Claims and Termination of Interests ...... 42 G. Injunction...... 42 H. Release of Liens ...... 43 I. Term of Injunctions or Stays ...... 43 J. Protection Against Discriminatory Treatment ...... 43

Article XI. CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE ...... 44 A. Conditions Precedent to Confirmation ...... 44 B. Conditions Precedent to the Effective Date ...... 44 C. Waiver of Conditions ...... 44 D. Effect of Failure of Conditions ...... 44

Article XII. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN ...... 45 A. Modification and Amendments ...... 45 B. Effect of Confirmation on Modifications ...... 45 C. Revocation or Withdrawal of the Plan ...... 45

Article XIII. RETENTION OF JURISDICTION ...... 45

Article XIV. MISCELLANEOUS PROVISIONS ...... 47 A. Immediate Binding Effect...... 47 B. Additional Documents ...... 47 C. Dissolution of Committee ...... 47 D. Reservation of Rights ...... 47 E. Successors and Assigns ...... 47 F. Notices ...... 47 G. Entire Agreement ...... 49 H. Severability of Plan Provisions ...... 49 I. Exhibits ...... 49 J. Votes Solicited in Good Faith ...... 49 K. Closing of Chapter 11 Cases ...... 49 L. Conflicts ...... 49 M. Filing of Additional Documents ...... 50 N. Leased GECAS Equipment ...... 50

iii

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INTRODUCTION

Global Aviation Holdings Inc. (“Global Aviation”)1 and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),2 jointly propose this plan of reorganization pursuant to chapter 11 of the Bankruptcy Code. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates a proposed compromise and settlement between and among the Debtors, the DIP Lenders, the Consenting Senior Secured Noteholders, the Second Lien Lenders, the Creditors’ Committee and certain of the Debtors’ Unions. This Plan constitutes a separate chapter 11 plan of reorganization for each Debtor and, unless otherwise explained herein, the classifications and treatment of Claims and Interests apply to each individual Debtor.

Holders of Claims against and Interests in the Debtors may refer to the Disclosure Statement for a summary of this Plan and a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information and projections of future operations.

Article I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME AND GOVERNING LAW

A. Defined Terms

The following terms shall have the following meanings when used in capitalized form herein:

1. “Accrued Professional Compensation” means, at any given time, all accrued, contingent and/or unpaid fees (including success fees) and expenses for legal, financial advisory, accounting and other services and reimbursement of expenses that are awardable and allowable under sections 328, 330 or 331 of the Bankruptcy Code or otherwise rendered allowable before the Effective Date by any retained Professional in the Chapter 11 Cases, or that are awardable and allowable under section 503 of the Bankruptcy Code (subject to Bankruptcy Court approval of a motion for “substantial contribution” Filed pursuant to section 503(b)(3)(D) of the Bankruptcy Code) that the Bankruptcy Court has not denied by Final Order (a) all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been Filed for any such amount) and (b) after applying any retainer that has been provided to such Professional. To the extent that the Bankruptcy Court or any higher court of competent jurisdiction denies or reduces by a Final Order any amount of a Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

2. “Ad Hoc Group of Senior Secured Noteholders” refers to the group of noteholders consisting of (a) IN-FP2 LLC and affiliated entities, (b) certain funds and accounts managed by Guggenheim Investment Management, LLC, and its affiliates, (c) certain funds and accounts managed by Beach Point Capital Management LP, (d) Chatham Credit Management III, LLC and (e) funds managed by Stonehill Capital Management LLC.

3. “Administrative Claim” means any Claim for costs and expenses of administration pursuant to sections 328, 330, 503(b), 507(a)(2) or 507(b) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Commencement Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Accrued Professional Compensation (to the extent Allowed by the Bankruptcy Court); (c) all Claims of the DIP Agent and the DIP Lenders granted pursuant to the DIP Order; and

1 Capitalized terms used in the Plan and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.A hereof.

2 The Debtors in these chapter 11 cases include: Global Aviation Holdings Inc.; New ATA Investment Inc.; New ATA Acquisition Inc.; Global Aviation Ventures SPV LLC; World Air Holdings Inc.; North American Airlines, Inc.; World Airways, Inc.; Global Shared Services, Inc.; and World Airways Parts Company, LLC.

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(d) all awards of compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4) and (5) of the Bankruptcy Code.

4. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

5. “Allowed” means with respect to any Claim, except as otherwise provided herein: (a) any Claim, proof of which is timely Filed by the applicable Claims Bar Date (or that by the Bankruptcy Code or Final Order is not or shall not be required to be Filed); (b) any Claim that is listed in the Schedules as of the Effective Date as not disputed, not contingent, or not unliquidated; or (c) any Claim allowed (i) pursuant to the terms of the Plan or a Final Order of the Bankruptcy Court, (ii) in any stipulation that is approved by the Bankruptcy Court or (iii) pursuant to any contract, instrument, indenture or other agreement entered into or assumed in connection herewith; provided, however, that with respect to any Claim described in clauses (a) or (b) above, such Claim shall be considered Allowed only if and to the extent that it is liquidated and not contingent and no objection to the allowance thereof may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or such an objection is so interposed and has not been withdrawn or determined by Final Order. Except for any Claim that is expressly Allowed herein, any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated or disputed, and for which no Proof of Claim has been Filed, is not considered Allowed and shall be deemed expunged upon entry of the Confirmation Order.

6. “ALPA” means the Air Line Pilots Association, in its capacity as union representative for the North American Pilots.

7. “Avoidance Actions” means any and all Claims and Causes of Action which any of the Debtors, the debtors in possession, the Estates or other appropriate party in interest has asserted or may assert under sections 502(d), 510, 542, 543, 544, 545, 547 through 552 and 553(b) of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws.

8. “Balloting Agent” means Kurtzman Carson Consultants LLC.

9. “Ballots” means the ballots accompanying the Disclosure Statement on which certain Holders of Impaired Claims entitled to vote shall, among other things, indicate their acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the solicitation process, and which must be actually received by the Balloting Agent on or before the Voting Deadline.

10. “Bankruptcy Code” means title 11 of the United States Code.

11. “Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of New York having jurisdiction over the Chapter 11 Cases or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Eastern District of New York.

12. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, promulgated under section 2075 of the Judicial Code and the general, local and chambers rules of the Bankruptcy Court.

13. “Board Selection Committee” means a committee consisting of the current Chief Executive Officer of Global Aviation, a representative of the Ad Hoc Group of Senior Secured Noteholders and a representative of the Qualifying Represented Employees or Non-Executive, Non-Represented Employees selected to appoint the New Boards.

14. “Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

15. “Cash” means the legal tender of the United States of America.

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16. “Causes of Action” means any action, claim, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license and franchise of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Commencement Date, in contract or in tort, in law or in equity or pursuant to any other theory of law. Cause of Action also includes: (a) any right of setoff, counterclaim or recoupment and any Claim on contracts or for breaches of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any Claim or defense including fraud, mistake, duress, usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state law fraudulent transfer claim.

17. “Certificate” means any document, instrument or other writing evidencing a Claim or an Interest.

18. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the chapter 11 case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all Debtors, the procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy Court under Case No. 12-40783 (CEC).

19. “Citizenship Declaration” means the form declaration submitted by Holders of Claims in Class 3 setting forth whether such Holder is a U.S. Citizen or a Non - U.S. Citizen.

20. “Citizenship Declaration Record Date” means 5:00 p.m. (prevailing Eastern Time) on November 21, 2012.

21. “Claim” means any claim, as such term is defined in section 101(5) of the Bankruptcy Code, against a Debtor.

22. “Claims Bar Date” means July 30, 2012.

23. “Claims Objection Deadline” means, for each Claim, the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court for objecting to certain Claims.

24. “Claims Register” means the official register of Claims maintained by the Notice and Claims Agent.

25. “Class” means a category of Holders of Claims or Interests as set forth in Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.

26. “Collective Bargaining Agreements” means the following collective bargaining agreements: (a) Collective Bargaining Agreement, dated September 24, 2012, between North American Airlines, Inc. and The Air Line Pilots Association, International, representing the North American Pilots; (b) Collective Bargaining Agreement dated September 5, 2012 between World Airways, Inc. and The International Brotherhood of Teamsters, Airline Division, representing the World Pilots; (c) Collective Bargaining Agreement dated September 5, 2012 between World Airways, Inc. and Local 210 of The International Brotherhood of Teamsters representing the World Flight Attendants; (d) Collective Bargaining Agreement dated September 5, 2012, between World Airways, Inc. and The Transport Workers Union of America AFL-CIO, representing the World Transport Workers.

27. “Commencement Date” means February 5, 2012.

28. “Confirmation” means the entry of the Confirmation Order by the Bankruptcy Court on the docket of the Chapter 11 Cases, subject to all conditions specified in Article XI.A hereof having been satisfied or waived pursuant to Article XI.C hereof.

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29. “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases.

30. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on Confirmation of the Plan pursuant to section 1128(a) of the Bankruptcy Code, as such hearing may be continued from time to time.

31. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

32. “Consenting Senior Secured Noteholders” means the group of Senior Secured Noteholders that votes to accept the Plan, including, for the avoidance of doubt, the Ad Hoc Group of Senior Secured Noteholders.

33. “Consummation” means the occurrence of the Effective Date.

34. “Creditors’ Committee” means the statutory committee of unsecured creditors of the Debtors appointed by the United States Trustee in these chapter 11 cases pursuant to section 1102 of the Bankruptcy Code.

35. “Cure Claim” means a Claim based upon a monetary default, if any, by any Debtor under an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code.

36. “Cure Notice” means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code.

37. “D&O Liability Insurance Policies” means all insurance policies for directors’, managers’ and officers’ liability maintained by the Debtors as of the Commencement Date, including but not necessarily limited to the following: (a) Primary Directors’ and Officers’ Liability policy issued on May 1, 2011 by National Union Fire Insurance Company (Policy No. 01-824-42-36); (b) Directors’ & Officers’ Liability (Excess) policy issued on May 1, 2011 by XL Specialty Insurance Company (Policy No. ELU121211-11); (c) Primary Fiduciary Liability policy issued on May 1, 2011 by Federal Insurance Company (Policy No. 68025990); and (d) Excess Fiduciary Liability issued on May 1, 2011 by ACE American Insurance Company (Policy No. DOX G23654696005).

38. “DIP Agent” means Cantor Fitzgerald Securities.

39. “DIP Claim” means any Claim derived from, based upon, relating to or arising from the DIP Credit Agreement, including interest and fees.

40. “DIP Credit Agreement” means the Senior Secured Super-Priority Debtor-In-Possession Credit Agreement dated as of March 27, 2012, among Global Aviation Holdings, Inc., as borrower, and the other Debtors as guarantors, the DIP Agent and the DIP Lenders (as amended, restated, supplemented or otherwise modified from time to time).

41. “DIP Lenders” means the lenders under the DIP Credit Agreement.

42. “DIP Order” means the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Secured Financing Pursuant to 11 U.S.C §§ 105, 361, 362, and 364, and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C §§ 363; (II) Granting Liens and Super-Priority Claims; and (III) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C §§ 361, 362, 363 and 364 entered by the Bankruptcy Court on March 30, 2012 [Docket No. 311].

43. “Disbursing Agent” means the Reorganized Debtors or the Entity or Entities selected by the Debtors or Reorganized Debtors to make or facilitate distributions pursuant to the Plan; provided, however, that (a) the Senior Secured Indenture Trustee shall make any distributions solely on account of the Senior Secured Claims, (b) the Second Lien Agent, or the Second Lien Agent’s designee, shall make distributions solely on account

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of the Second Lien Claims and (c) Lowenstein Sandler PC, counsel to the Creditors’ Committee, or its successors, assigns or designees shall make any distribution solely on account of the General Unsecured Claims.

44. “Disclosure Statement” means the Disclosure Statement for the First Amended Joint Plan of Reorganization of Global Aviation Holdings Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated October 19, 2012 [Docket No. 673], as amended, supplemented or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan, and that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules and any other applicable law.

45. “Disclosure Statement Order” means the Order (A) Approving the Disclosure Statement; (B) Approving Solicitation Packages and Procedures for the Distribution Thereof; (C) Approving the Forms of Ballots and Manner Of Notice; (D) Approving the Voting Record Date, Solicitation Deadline and Voting Deadline; and (E) Establishing Notice and Objection Procedures For Confirmation of the Plan entered on October 19, 2012 [Docket No. 674].

46. “Disputed” means any Claim or Interest that is not yet Allowed.

47. “Distribution Date” means, with respect to a Claim that is Allowed as of the Effective Date, the date that is as soon as reasonably practicable after the Effective Date.

48. “Distribution Record Date” means the Confirmation Date.

49. “DOT” means the United States Department of Transportation.

50. “DOT Notification” means an action by the Company notifying the DOT of new Holders of the New Common Stock of the Reorganized Debtors and of the composition of the New Boards.

51. “Effective Date” means the date on which the conditions specified in Article XI.A. have been satisfied or waived pursuant to the provisions of Article XI.C.

52. “Employee” means an individual that is an employee, manager or officer of any of the Debtors employed by the Debtors on a salary or hourly basis who serves in such capacity.

53. “Employee Equity Plan” means that certain post-Effective Date employee equity plan providing for (a) an Employee Equity Pool consisting of 25% of the New Common Stock on a fully-diluted basis and (b) warrants to purchase 15% of the fully-diluted New Common Stock, each of which are to be reserved for issuance to the Debtors’ Qualifying Represented Employees and Non-Executive, Non-Represented Employees to be shared in proportion to (a) the concessions agreed and ratified through voluntary modifications, in the case of the Reorganized Debtors’ Qualifying Represented Employees, and (b) the amount of $1,000,000 with respect to the Reorganized Debtors’ Non-Executive, Non-Represented Employees, the form of which is included in the Plan Supplement.

54. “Employee Equity Pool” means the New Common Stock to be distributed after the Effective Date pursuant to the Employee Equity Plan.

55. “Entity” means an entity as such term is defined in section 101(15) of the Bankruptcy Code.

56. “ERISA” means the Employee Retirement Income Security Act, § 4203(a), 29 U.S.C. § 1385

57. “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

58. “Exculpated Claim” means any claim, obligation, Cause of Action or liability for any claim, related to any act or omission in connection with, relating to or arising out of the Debtors’ in or out of court restructuring efforts, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation or filing of the Disclosure Statement or the Plan or any contract, instrument, release or other agreement or document created or

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entered into in connection with the Disclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of the New Common Stock and New Warrants, the distribution of property under the Plan or any other agreement, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of the Collective Bargaining Agreements, or any other agreement or document created, modified, amended, terminated or entered into in connection with the Plan or any agreement between the Debtors, the IBT, ALPA or TWU; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted gross negligence or willful misconduct.

59. “Exculpated Party” means each of: (a) the Debtors, the Reorganized Debtors and their Affiliates; (b) the DIP Agent and the DIP Lenders; (c) the Senior Secured Indenture Trustee and the Senior Secured Noteholders; and (d) the Second Lien Agent and the Second Lien Lender; (e) the Creditors’ Committee; (f) MatlinPatterson; (g) the IBT; (h) the ALPA; (i) the TWU; and (j) with respect to each of the foregoing entities, such entities’ predecessors, successors and assigns, subsidiaries, affiliates, managed accounts or funds, current and former officers, directors, principals, shareholders, members, partners, employees, agents or other representatives, committee members, advisors, actuaries, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other Professionals.

60. “Exculpation” means the exculpation provision set forth in Article X.E hereof.

61. “Executive” means the following Employees at Global Aviation: (a) Chief Executive Officer; (b) President; (c) Executive Vice President, Chief Financial Officer; (d) Executive Vice President, Chief Commercial Officer; (e) Senior Vice President, General Counsel and Corporate Secretary; and (f) Senior Vice President, Operational Support.

62. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

63. “Existing Benefits Agreements” means the employment, retirement, indemnification and other similar or related agreements or arrangements in existence as of the Commencement Date.

64. “FAA” means the Federal Aviation Administration and any successor governmental agency performing functions similar to those performed by the Federal Aviation Administration on the Effective Date.

65. “Fee Claim” means a Claim for Accrued Professional Compensation.

66. “Fee Claim Escrow Account” means the account established pursuant to Article II.A.2(b).

67. “File,” “Filed,” or “Filing” means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

68. “Final Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter, which has not been reversed, stayed, modified or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be Filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice.

69. “General Unsecured Claims” means any Unsecured Claim against any of the Debtors that is not an Administrative Claim, a Priority Tax Claim, a Priority Non-Tax Claim, a Senior Secured Claim, a Second Lien Claim, an Other Secured Claim, a Fee Claim or an Intercompany Claim.

70. “General Unsecured Claims Recovery Pool” means $250,000 in Cash paid on the Effective Date by the Reorganized Debtors, $210,000 of which will be paid into a bank account identified by the Disbursing Agent

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for General Unsecured Claims to be held in trust for the benefit of the Holders of Allowed General Unsecured Claims and $40,000 of which will be paid into a bank account identified by the Second Lien Lenders to be distributed to Holders of Allowed Second Lien Claims on account of the portion of the Second Lien Claims that are Unsecured Claims; provided, however, that neither the Debtors nor the Reorganized Debtors shall bear any costs of administering and distributing the General Unsecured Claims Recovery Pool, including, for the avoidance of doubt, the costs of objecting to and/or resolving Allowed General Unsecured Claims, and any such costs shall be incurred by the Disbursing Agent for General Unsecured Claims and reimbursed from the $210,000 portion of the General Unsecured Claims Recovery Pool reserved for distributions on account of Allowed General Unsecured Claims.

71. “Global Aviation” means Global Aviation Holdings Inc.

72. “Governmental Unit” means a governmental unit as defined in section 101(27) of the Bankruptcy Code.

73. “Holder” means any Person or Entity holding a Claim or an Interest.

74. “IBT” means the International Brotherhood of Teamsters, Airline Division, in its capacity as union representative for the World Pilots, the World Flight Attendants and the North American Flight Attendants.

75. “IBT Pension Fund” means the multiemployer defined benefit pension plan participated in by the World Flight Attendants and partially administered by the International Brotherhood of Teamsters, Local 210 Pension Fund.

76. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

77. “Indemnification Provision” means each of the indemnification provisions currently in place whether in the bylaws, certificates of incorporation or other formation documents in the case of a limited liability company, board resolutions or employment contracts for the current and former directors, officers, members (including ex officio members), employees, attorneys, other professionals and agents of the Debtors and such current and former directors, officers and members’ respective Affiliates.

78. “Indemnified Parties” means, collectively, the Debtors and each of their respective current and former officers, directors, managers and employees, each in their respective capacities as such.

79. “Intercompany Claim” means any Claim held by a Debtor against another Debtor.

80. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.

81. “Intercreditor Agreement” means the Intercreditor Agreement, dated as of August 13, 2009, by and among the Debtors, the Senior Secured Noteholders and Second Lien Lender (as amended, restated, supplemented or otherwise modified from time to time).

82. “Interests” means any equity security in a Debtor as defined in section 101(16) of the Bankruptcy Code, including all issued, unissued, authorized or outstanding shares of capital stock of the Debtors together with any warrants, options or contractual rights to purchase or acquire such equity securities at any time and all rights arising with respect thereto, including, without limitation, rights to purchase restricted stock or interests.

83. “Interim Compensation Order” means the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals entered on March 8, 2012 [Docket No. 200].

84. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

85. “Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.

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86. “Liquidity Event” means a “Liquidity Event” of the Reorganized Debtors as defined in the Second Lien Lender SAR Agreement.

87. “Local Bankruptcy Rules” means the Local Bankruptcy Rules for the Eastern District of New York.

88. “Management Equity Incentive Plan” means that certain post-Effective Date management equity incentive plan providing for 6% of the fully-diluted New Common Stock (which shall not dilute the Employee Equity Pool provided for in the Employee Equity Plan), which shall be issued on the Effective Date to certain of the Debtors’ Executives and Employees in the form of restricted stock units, as outlined in the Management Equity Incentive Plan to be filed as part of the Plan Supplement.

89. “MatlinPatterson” means MatlinPatterson ATA Holdings LLC in its capacity as equity holder of the majority Interests in Global Aviation.

90. “New Boards” means, collectively, the New Global Aviation Board and the New Subsidiary Boards, the members of which will be included in the Plan Supplement.

91. “New By-Laws” means the form of the by-laws of Reorganized Global Aviation and each other Reorganized Debtor, which form will be included in the Plan Supplement.

92. “New Certificate of Incorporation” means the form of the certificates of incorporation of Reorganized Global Aviation and each other Reorganized Debtor, which forms will be included in the Plan Supplement.

93. “New Common Stock” means the common stock of Reorganized Global Aviation, which may be issued in one or more classes of New Common Stock.

94. “New Employment Agreements” means those certain new employments agreements that will be entered into between the Reorganized Debtors and the Executives.

95. “New First Lien Loan” means that certain first priority senior secured term loan in the amount of $95 million pursuant to the New First Lien Loan Credit Agreement.

96. “New First Lien Loan Credit Agreement” that certain loan agreement, dated as of the Effective Date, governing the New First Lien Loan, the material terms of which will be included in the Plan Supplement.

97. “New First Lien Loan Documents” means the New First Lien Loan Agreement and any guarantees, security documents and other documents in connection therewith.

98. “New Global Aviation Board” means the initial board of directors of Reorganized Global Aviation.

99. “New Intercreditor Agreement” means that certain intercreditor agreement, dated as of the Effective Date, governing the New First Lien Loan Credit Agreement, the New Second Lien Loan Credit Agreement and the New Revolving Credit Agreement, the material terms of which will be included in the Plan Supplement.

100. “New Loans” means, collectively, the New First Lien Loan, the New Second Lien Loan and the New Revolver.

101. “New Loan Documents” means, collectively, the New First Lien Loan Credit Agreement, the New Second Lien Loan Credit Agreement and the New Revolving Credit Agreement.

102. “New Revolver” means that certain first priority senior secured revolving loan with availability on the Effective Date of no less than $20 million pursuant to the New Revolving Credit Agreement.

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103. “New Revolver Documents” means the New Revolving Credit Agreement and any guarantees, security documents and other documents in connection therewith.

104. “New Revolving Credit Agreement” that certain revolving credit agreement, dated as of the Effective Date, governing the New Revolver, the material terms of which will be included in the Plan Supplement.

105. “New Second Lien Loan” means that certain second priority term loan in the amount of $40 million pursuant to the New Second Lien Loan Credit Agreement.

106. “New Second Lien Loan Credit Agreement” that certain revolving credit agreement, dated as of the Effective Date, governing the New Second Lien Loan, the material terms of which will be included in the Plan Supplement.

107. “New Second Lien Loan Documents” means the New Second Lien Loan Credit Agreement and any guarantees, security documents and other documents in connection therewith.

108. “New Second Lien Lender Warrant Agreement” means that certain agreement setting forth the terms and conditions of the New Second Lien Lender Warrants to be issued to the Second Lien Lenders, the form of which will be Filed as part of the Plan Supplement.

109. “New Second Lien Lender Warrants” means fully tradeable warrants that expire five years from the Effective Date, to purchase (a) 5% of the fully-diluted New Common Stock with a strike price equivalent based on a total enterprise value of the Reorganized Debtors of $238,500,000 (which shall not dilute the Employee Equity Pool and shall not be diluted by the New Warrants, the Management Equity Incentive Plan nor the Second Lien Lender SAR and shall have anti-dilution protection rights), subject to adjustments provided for in the New Second Lien Lender Warrant Agreement, (b) an additional 9% of the fully-diluted New Common Stock with a strike price equivalent based on a total enterprise value of the Reorganized Debtors of $288,000,000 (which shall not dilute the Employee Equity Pool and shall not be diluted by the New Warrants, the Management Equity Incentive Plan nor the Second Lien Lender SAR and shall have anti-dilution protection rights), subject to adjustments provided for in the New Second Lien Lender Warrant Agreement and (c) an additional 7% of the fully-diluted New Common Stock with a strike price equivalent based on a total enterprise value of the Reorganized Debtors of $363,000,000 (which shall dilute all of the Holders of New Common Stock Pro Rata and shall not be diluted by the New Warrants, the Management Equity Incentive Plan nor the Second Lien Lender SAR and shall have anti-dilution protection rights), subject to adjustments provided for in the New Second Lien Lender Warrant Agreement.

110. “New Shareholders Agreement” means that certain agreement to be executed on or before the Effective Date providing for, among other things, the rights and obligations of the Holders of the New Common Stock, the form of which will be Filed as part of the Plan Supplement and reasonably acceptable to the Ad Hoc Group of Senior Secured Noteholders.

111. “New Subsidiary Boards” means, with respect to each of the Reorganized Debtors other than Reorganized Global Aviation, the initial board of directors of each such Reorganized Debtor.

112. “New Warrant Agreement” means that certain agreement setting forth the terms and conditions of the New Warrants to be issued to the Qualifying Represented Employees and Non-Executive, Non-Represented Employees, the form of which will be Filed as part of the Plan Supplement.

113. “New Warrants” means fully tradeable warrants that expire ten years from the Effective Date, to purchase 15% of the New Common Stock to be reserved for issuance for the benefit of Qualifying Represented Employees and Non-Executive, Non-Represented Employees, with a strike price equivalent based on a total enterprise value of the Reorganized Debtors of $238,500,000 (which shall not be diluted by the Management Equity Incentive Plan, the Second Lien Lender SAR or the two tranches of New Second Lien Lender Warrants set forth in clauses (a) and (b) of the definition thereof, and shall have anti-dilution protection rights), subject to adjustments provided for in the New Warrant Agreement.

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114. “NMB” means the National Mediation Board.

115. “Non-Executive, Non-Represented Employee” means any Employee that that is not an Executive or a Qualifying Represented Employee.

116. “Non-U.S. Citizen” means any citizen that is not a citizen of the United States, as such term is defined in 49 U.S.C § 40102(a)(15).

117. “North American” means North American Airlines, Inc.

118. “North American Flight Attendants” means the flight attendants employed at North American Airlines, Inc. and represented by the IBT.

119. “North American Pilots” means the pilots employed at North American Airlines, Inc. and represented by ALPA.

120. “North American Potential Alternative Profit Sharing Plan” means any profit sharing plan implemented after the effective date of the North American Pilots’ Collective Bargaining Agreement that North American administrative employees participate in, with target payouts to the North American Pilots of 5% of salary upon achievement of North American performance metrics set by the New Global Aviation Board for all North American employees (administrative and pilots).

121. “Notice and Claims Agent” means Kurtzman Carson Consultants LLC, retained pursuant to order of the Bankruptcy Court dated February 15, 2012 [Docket No. 73].

122. “Ordinary Course Professional Order” means the Order Authorizing the Debtors’ Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business entered on March 8, 2010 [Docket No. 206].

123. “Other Secured Claim” means any Secured Claim that is not a Senior Secured Claim.

124. “Person” means a “person” as defined in section 101(41) of the Bankruptcy Code.

125. “Plan” means this First Amended Joint Plan of Reorganization of Global Aviation Holdings Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, as amended, supplemented or modified from time to time in accordance with the Bankruptcy Code and the Bankruptcy Rules, including the Plan Supplement, which is incorporated herein by reference.

126. “Plan Supplement” means the compilation of documents and forms of documents, schedules and exhibits to the Plan to be Filed by the Debtors no later than ten (10) days before the Confirmation Hearing, or such later date on notice to parties in interest, and additional documents Filed before the Effective Date as supplements or amendments to the Plan Supplement, including the following: (a) the New By-Laws; (b) the New Certificates of Incorporation; (c) a list of Executory Contracts and Unexpired Leases to be rejected; (d) a list of Executory Contracts and Unexpired Leases to be assumed and the associated cure costs; (e) the material terms of the New First Lien Loan Credit Agreement; (f) the material terms of the New Second Lien Loan Credit Agreement; (g) the material terms of the New Revolving Credit Agreement; (h) the material terms of the New Intercreditor Agreement; (i) the New Employment Agreements; (j) the Management Equity Incentive Plan; (l) the Employee Equity Plan; (m) the New Shareholders Agreement; (n) the New Warrant Agreement; (o) the New Second Lien Lender Warrant Agreement; (p) the Second Lien Lender SAR Agreement; and (q) the identity of the members of the New Boards.

127. “Priority Non-Tax Claims” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

128. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

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129. “Pro Rata” means the proportion that (a) an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class, or (b) Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan.

130. “Professional” means an Entity: (a) retained pursuant to a Final Order in accordance with sections 327, 363 or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 363 and 331 of the Bankruptcy Code or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

131. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

132. “Qualifying Represented Employees” means (a) the World Flight Attendants and the World Pilots, each represented by the IBT, (b) the North American Pilots, represented by ALPA and (c) the World Dispatchers represented by the TWU, each of which have entered into modified Collective Bargaining Agreements with the Debtors, and which have been approved by the Bankruptcy Court.

133. “Rejection Claim” means a Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

134. “Reinstated” means, with respect to Claims and Interests, the treatment provided for in section 1124 of the Bankruptcy Code.

135. “Released Party” means each of: (a) the Debtors, the Reorganized Debtors and their Affiliates; (b) the DIP Agent and the DIP Lenders; (c) the Senior Secured Indenture Trustee and the Senior Secured Noteholders; (d) the Second Lien Agent and the Second Lien Lender; (e) the Creditors’ Committee; (f) MatlinPatterson; (g) the IBT; (h) the ALPA; (i) the TWU; and (j) with respect to each of the foregoing entities, such entities’ predecessors, successors and assigns, subsidiaries, affiliates, managed accounts or funds, current and former officers, directors, principals, shareholders, members, partners, employees, agents or other representatives, committee members, advisors, actuaries, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other Professionals.

136. “Reorganized Debtors” means the Debtors, or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

137. “Reorganized Global Aviation” means Global Aviation, or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

138. “Roll-Up Claims” means the Senior Secured Claims to be treated as Administrative Claims pursuant to the DIP Order in an amount equal to the DIP Lenders’ commitment pursuant to the DIP Credit Agreement.

139. “Schedules” means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases and statements of financial affairs Filed by each of the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the Official Bankruptcy Forms, as the same may have been amended, modified or supplemented from time to time.

140. “Second Lien Credit Agreement” means the Credit Agreement dated as of September 29, 2009, among Global Aviation Holdings, Inc., North American Airlines, Inc. and World Airways, Inc., as borrowers, and the other Debtors as guarantors, the Second Lien Agent, and the Second Lien Lender (as amended, restated, supplemented or otherwise modified from time to time).

141. “Second Lien Agent” means Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent under the Second Lien Credit Agreement.

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142. “Second Lien Claim” means any Secured Claim or Unsecured Claim derived from, based upon, relating to or arising from the Second Lien Credit Agreement.

143. “Second Lien Lenders” means the institutions party from time to time as Lenders under the Second Lien Credit Agreement.

144. “Second Lien Lender SAR” means a stock appreciation right in respect of 3% of the fully-diluted New Common Stock outstanding at the Effective Date (which shall not dilute the Employee Equity Pool, shall not be diluted by the Management Equity Incentive Plan and shall have anti-dilution protection rights) granted to the Second Lien Lenders entitling the Second Lien Lenders, upon a Liquidity Event within five years of the Effective Date, to the following: (i) cash payment equal to the value implied from the Liquidity Event to a number of shares of New Common Stock equal to 1.5% of the fully-diluted New Common Stock outstanding at the Effective Date to the extent the Reorganized Debtors have a total enterprise value of $238,500,000, subject to adjustments provided for in the Second Lien Lender SAR Agreement, or greater at the time of a Liquidity Event, plus (ii) an additional cash payment equal to the value implied from the Liquidity Event to a number of shares of New Common Stock equal to 0.1% of the fully-diluted New Common Stock outstanding at the Effective Date for each additional $10 million of total enterprise value of the Reorganized Debtors above $238,500,000, subject to adjustments provided for in the Second Lien Lender SAR Agreement, at the time of a Liquidity Event (up to a maximum of $390,000,000, subject to adjustments provided for in the Second Lien Lender SAR Agreement, of total enterprise value of the Reorganized Debtors). In lieu of a cash payment, at the election of either the Reorganized Debtors or the Second Lien Lenders, the obligations under the Second Lien Lender SAR may be settled, in whole or in part, by delivering the applicable number of shares of New Common Stock or the consideration which the Holder of the applicable number of shares of New Common Stock would receive in exchange for such New Common Stock pursuant to the Liquidity Event, provided, however, that the New Common Stock issued pursuant to the Second Lien Lender SAR shall not dilute the Employee Pool.

145. “Second Lien Lender SAR Agreement” means a “Stock Appreciation Right Agreement” that will govern the terms and conditions of the Second Lien Lender SAR, the form of which will be filed with the Plan Supplement. The Second Lien Lender SAR Agreement may include a one-time equity purchase right at the option of the Second Lien Lenders, the terms and conditions of which will be described in the Second Lien Lender SAR Agreement.

146. “Secured” means when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or (b) otherwise Allowed pursuant to the Plan as a Secured Claim.

147. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as amended, together with the rules and regulations promulgated thereunder.

148. “Securities Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a-78nn, as amended.

149. “Security” means a security as defined in section 2(a)(1) of the Securities Act.

150. “Senior Secured Claim” means any secured Claim derived from, based upon, relating to or arising from the Senior Secured Indenture, other than a Roll-Up Claim.

151. “Senior Secured Indenture” means the Indenture dated as of August 13, 2009, with respect to the 14% Senior Secured First Lien Notes Due 2013, among Global Aviation Holdings, Inc., North American Airlines, Inc. and World Airways, Inc., as issuers and, the other Debtors as guarantors, the Senior Secured Indenture Trustee, and the Senior Secured Noteholders (as amended, restated, supplemented or otherwise modified from time to time).

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152. “Senior Secured Indenture Trustee” means Deutsche Bank Trust Company Americas, in its capacity as, Trustee, Paying Agent, Collateral Agent and Registrar under the Senior Secured Indenture.

153. “Senior Secured Noteholders” means the institutions party from time to time as holders under the Senior Secured Indenture.

154. “Senior Secured Predecessor Indenture Trustee” means Wells Fargo Bank, National Association.

155. “Tax Code” means the United States Internal Revenue Code of 1986, as amended.

156. “Treasury Regulations” means regulations (including temporary and proposed) promulgated under the Tax Code.

157. “TWU” means the Transport Workers Union AFL-CIO, in its capacity as union representative for the World Dispatchers.

158. “Unencumbered Assets” means the Debtors’ assets that are not subject to a Lien pursuant to the Stipulation, Agreement, and Consent Order by and Among the Official Committee of Unsecured Creditors and the Pre-Petition Lenders entered by the Bankruptcy Court on August 28, 2012 [Docket No. 547], including (a) bank accounts containing Cash in the aggregate of $1,697,266.49, (b) 35% of the Interests in the non-Debtor, World Risk Solutions, Ltd. (Bermuda) owned by World Air Holdings, Inc.; and (c) owned aircraft parts and equipment as to which perfection of a security requires registration with the FAA.

159. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

160. “Unimpaired” means, with respect to a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

161. “Union Settlement Agreements” means the following settlement agreements: (a) Heads of Agreement, dated August 20, 2012, between the Debtors and the IBT, representing the World Pilots and the World Flight Attendants; (b) Letter of Agreement, dated August 20, 2012, between the Debtors and the IBT, representing the World Pilots and the World Flight Attendants; (c) Letter of Agreement, dated September 24, 2012, between North American and the The Air Line Pilots Association, International, representing the North American Pilots; and (d) Letter of Agreement, dated August 30, 2012, between World, Global Aviation and The Transport Workers Union of America AFL-CIO, representing the World Transport Workers.

162. “Unions” means the IBT, ALPA and TWU in their capacity as union representative for the World Pilots, World Flight Attendants, North American Flight Attendants, North American Pilots and World Dispatchers.

163. “Unsecured Claim” means any Claim that is neither Secured nor entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court.

164. “U.S. Citizen” means any citizen of the United States, as such term is defined in 49 U.S.C § 40102(a)(15).

165. “U.S. Trustee” means the United States Trustee for Region 2.

166. “USTRANSCOM” means the United States Transportation Command.

167. “Voting Deadline” means 5:00 p.m. (prevailing Eastern Time) on November 21, 2012.

168. “World” means World Airways, Inc.

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169. “World Dispatchers” means the flight dispatchers employed at World Airways, Inc. and represented by the TWU.

170. “World Flight Attendants” means the flight attendants employed at World Airways, Inc. and represented by the IBT.

171. “World Pilots” means the pilots employed at World Airways, Inc. and represented by the IBT.

172. “World Potential Alternative Profit Sharing Plan” means any profit sharing plan implemented after the effective dates of the World Pilots’ or the World Flight Attendants’ Collective Bargaining Agreements that World administrative employees participate in, with target payouts to the World Pilots and the World Flight Attendants of 5% of salary upon achievement of World performance metrics set by the New Global Aviation Board for all World and North American employees (administrative, pilots and flight attendants).

173. “World Profit Sharing Plans” means the profit sharing bonus plan described in Appendix C to the World Pilots’ Collective Bargaining Agreement and Article 25, Section C of the World Flight Attendants’ Collective Bargaining Agreement.

B. Rules of Interpretation

For purposes of this Plan: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) any reference herein to a contract, lease, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) any reference herein to an existing document, schedule or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule or exhibit, as it may thereafter be amended, modified or supplemented; (d) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (f) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (g) unless otherwise specified, the words “herein,” “hereof” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (h) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (j) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (l) all references to statutes, regulations, orders, rules of courts and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; and (m) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further Bankruptcy Court order.

C. Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein.

D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction and implementation of the Plan, any agreements, documents, instruments or contracts executed or entered into in connection with the Plan

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(except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided, however, that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in New York shall be governed by the laws of the state of incorporation of the applicable Debtor or Reorganized Debtor, as applicable.

E. Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.

F. Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or to the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

Article II.

ADMINISTRATIVE CLAIMS, DIP CLAIMS, ROLL-UP CLAIMS AND PRIORITY TAX CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III.

A. Administrative Claims

1. General Administrative Claims

Except with respect to Administrative Claims that are Fee Claims (which are discussed below), and except to the extent that a Holder of an Allowed Administrative Claim and the applicable Debtor(s) agree to less favorable treatment with respect to such Holder, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Administrative Claim, each Holder of an Allowed Administrative Claim shall be paid in full in Cash on the later of: (a) the Effective Date; (b) the date such Administrative Claim is Allowed; and (c) the date such Allowed Administrative Claim becomes due and payable, or, with respect to (a), (b) and (c) above, as soon thereafter as is practicable; provided, however, that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ businesses shall be paid in full in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to, such transactions. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed by Final Order. For purposes of this Plan, all Administrative Claims arising or granted under the DIP Order shall be deemed allowed by Final Order.

2. Professional Compensation

(a) Fee Claims

Professionals or other Entities asserting a Fee Claim for services rendered before the Confirmation Date must File and serve on the Debtors and such other Entities who are designated by the Bankruptcy Rules, the Confirmation Order, the Interim Compensation Order or other order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 30 days after the Effective Date; provided, however, that any professional who may receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation or reimbursement of expenses for services rendered before the Confirmation Date, without further Bankruptcy Court order, pursuant to the Ordinary Course Professional Order. Objections to any Fee Claims must be Filed and served on the Reorganized Debtors and the requesting party no later than 40 days after the Effective Date. To the extent necessary, the Plan and the Confirmation Order shall amend and supersede any previously entered order regarding the payment of Fee Claims.

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(b) The Fee Claims Escrow Account

On the Effective Date the Debtors shall establish and fund the Fee Claims Escrow Account in an amount equal to all Fee Claims outstanding as of the Effective Date (including unbilled estimated amounts). Amounts held in the Fee Claims Escrow Account shall not constitute property of the Reorganized Debtors. The Fee Claims Escrow Account may be an interest-bearing account. In the event there is a remaining balance in the Fee Claims Escrow Account following (a) payment to all Holders of Fee Claims under the Plan and (b) the closing of the Chapter 11 Cases, such remaining amount, if any, shall be returned to the Reorganized Debtors.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order or approval of the Bankruptcy Court pay in Cash the reasonable legal, professional or other fees and expenses related to implementation and Consummation of the Plan incurred by the Reorganized Debtors through and including the Effective Date. Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional for services rendered or expenses incurred after the Confirmation Date in the ordinary course of business without any further notice to any party or action, order or approval of the Bankruptcy Court.

3. Administrative Claim Bar Date

Except for requests for payment of Administrative Claims of governmental units as provided in section 503(b)(1)(D) of the Bankruptcy Code or as otherwise provided in this Article II.A, requests for payment of Administrative Claims, must be filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than 30 days after entry of the Confirmation Order; provided, however, that Claims asserted under section 503(b)(9) of the Bankruptcy Code must have been filed on or before the Claims Bar Date. Holders of Administrative Claims that are required to, but do not, file and serve a request for payment of such Administrative Claims by such date shall be forever barred, estopped and enjoined from asserting such Administrative Claims against the Debtors or their property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests, if any, must be filed and served on the Reorganized Debtors and the requesting party no later than 60 days after the Effective Date.

B. DIP Claims and Roll-Up Claims

As of the Effective Date, the DIP Claims shall be Allowed and deemed to be Allowed Claims in the amount that is drawn down under the DIP Credit Agreement as of the Effective Date, plus any interest and fees accrued pursuant to the DIP Credit Agreement. As of the Effective Date, and pursuant to the DIP Order, the Roll- Up Claims shall be Allowed Administrative Claims in the amount equal to the DIP Lenders’ commitment pursuant to the DIP Credit Agreement. Except to the extent that a Holder of an Allowed DIP Claim or Allowed Roll-Up Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed DIP Claim or Allowed Roll-Up Claim, each Holder of such Allowed DIP Claim or Allowed Roll-Up Claim shall receive on the Effective Date a Pro Rata distribution of the New First Lien Loan up to the amount of the Allowed DIP Claim or Allowed Roll-Up Claim. For the avoidance of doubt, pursuant to that certain Stipulation, Agreement, and Consent Order By and Among the Official Committee of Unsecured Creditors and the Pre-Petition Lenders [Docket No. 511] and the DIP Order (including, without limitation, the waiver of marshaling set forth in paragraph 19(g) thereof), the Unencumbered Assets and their value shall be used entirely to satisfy the DIP Claims and Roll-Up Claims and shall not be available for distribution to other creditors. In addition to the foregoing, on the Effective Date, the Debtors shall pay all reasonable and documented fees and expenses (i) provided to be paid by the DIP Order or the DIP Credit Agreement, as applicable, including those of the DIP Agent, the DIP Lenders, the Ad Hoc Group of Senior Secured Noteholders and the Senior Secured Indenture Trustee and (ii) of the Senior Secured Indenture Trustee and the Senior Secured Predecessor Indenture Trustee incurred under the Senior Secured Indenture.

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C. Priority Tax Claims

1. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date shall receive, on the Distribution Date, at the option of the Debtors, one of the following treatments: (a) Cash in an amount equal to the amount of such Allowed Priority Tax Claim, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; (b) Cash in an aggregate amount of such Allowed Priority Tax Claim payable in installment payments over a period of time not to exceed five years after the Petition Date, pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, plus interest at the rate determined under applicable nonbankruptcy law and to the extent provided for by section 511 of the Bankruptcy Code; or (c) such other treatment as may be agreed upon by such Holder and the Debtors or otherwise determined upon an order of the Bankruptcy Court.

D. Statutory Fees

Notwithstanding anything to the contrary contained herein, on the Distribution Date, the Debtors shall pay, in full in Cash, any fees due and owing to the U.S. Trustee at the time of Confirmation. On and after the Confirmation Date, the Reorganized Debtors shall pay all statutory fees due and payable, under 28 U.S.C. § 1930(a)(6), plus accrued interest under 31 U.S.C. § 3717, on all disbursements, including plan payments and disbursements inside and outside of the ordinary course of business until the entry of a final decree, dismissal or conversion of the cases to chapter 7. The Reorganized Debtors shall also file quarterly post-Confirmation reports and schedule quarterly post-Confirmation status conferences until the entry of a final decree, dismissal or conversion of the cases to chapter 7.

Article III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims and Interests. All Claims and Interests, except for Administrative Claims and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released or otherwise satisfied before the Effective Date.

B. Summary of Classification

This Plan constitutes a separate chapter 11 plan of reorganization for each Debtor and, unless otherwise explained herein, the classifications set forth in Classes 1 to 8 shall be deemed to apply to each Debtor, as applicable. Global Aviation is the only Debtor that possesses a Class 8 with respect to Interests in Global Aviation. In addition, certain Debtors may not have creditors in certain other Classes. If a particular Debtor does not have creditors in one or more Classes, then such Class will not apply to that Debtor.

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The following chart summarizes the classification of Claims against, and Interests in, the Debtors:

Class Claim Status Voting Rights

1 Priority Non-Tax Claims Unimpaired Deemed to Accept 2 Other Secured Claims Unimpaired Deemed to Accept 3 Senior Secured Claims Impaired Entitled to Vote 4 Second Lien Claims Impaired Deemed to Reject 5 General Unsecured Claims Impaired Deemed to Reject 6 Intercompany Claims Unimpaired Deemed to Accept 7 Intercompany Interests Unimpaired Deemed to Accept 8 Global Aviation Interests Impaired Deemed to Reject

C. Treatment of Claims and Interests

To the extent a Class contains Allowed Claims or Allowed Interests with respect to a particular Debtor, the treatment provided to each Class for distribution purposes is specified below:

Class 1 – Priority Non-Tax Claims

(a) Classification: Class 1 consists of all Priority Non-Tax Claims.

(b) Treatment: Except to the extent that a Holder of an Allowed Priority Non-Tax Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Priority Non-Tax Claim, each Holder of such Allowed Priority Non-Tax Claim shall be paid in full in Cash on or as reasonably practicable after (a) the Effective Date; (b) the date on which such Priority Non-Tax Claim against the Debtors becomes an Allowed Priority Non-Tax Claim; or (c) such other date as may be ordered by the Bankruptcy Court.

(c) Voting: Class 1 is not Impaired by the Plan and each Holder of a Class 1 Priority Non- Tax Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 1 Priority Non-Tax Claims are not entitled to vote to accept or reject the Plan.

Class 2 – Other Secured Claims

(a) Classification: Class 2 consists of all Other Secured Claims.

(b) Treatment: Except to the extent that a Holder of an Other Secured Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Other Secured Claim, each Holder of such Allowed Other Secured Claim shall receive one of the following treatments, in the sole discretion of the applicable Debtor: (a) the Debtors or the Reorganized Debtors shall pay such Allowed Other Secured Claims in full in Cash, including the payment of any interest required to be paid under section 506(b) of the Bankruptcy Code; (b) the Debtors or the Reorganized Debtors shall deliver the collateral securing any such Allowed Other Secured Claim; or (c) the Debtors and the Reorganized Debtors shall otherwise treat such Allowed Other Secured Claim in any other manner such that the Claim shall be rendered Unimpaired.

(c) Voting: Class 2 is not Impaired by the Plan and each Holder of a Class 2 Other Secured Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 2 Other Secured Claims are not entitled to vote to accept or reject the Plan.

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Class 3 – Senior Secured Claims

(a) Classification: Class 3 consists of all Senior Secured Claims.

(b) Allowance: As of the Effective Date, the Senior Secured Claims shall be Allowed and deemed to be Allowed Claims in Class 3 in the amount outstanding under the under the Senior Secured Indenture, which for the avoidance of doubt, excludes the Roll-Up Claims Allowed as Administrative Claims pursuant to the DIP Order.

(c) Treatment: Except to the extent that a Holder of an Allowed Senior Secured Claim agrees to a less favorable treatment, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Senior Secured Claim, each Holder of such Allowed Senior Secured Claim shall receive on the Effective Date a Pro Rata distribution of: (a) the remaining New First Lien Loan after satisfaction of the DIP Claims and Roll- Up Claims; (b) the New Second Lien Loan; and (c) either (i) 75% of the New Common Stock or (ii) to the extent required by federal regulatory requirements, and with respect to Non-U.S. Citizens only, a newly established class of New Common Stock or warrants, to be determined by the Debtors subject to the reasonable consent of the Ad Hoc Group of Senior Secured Noteholders. For the avoidance of doubt, the distribution to Non-U.S. Citizens on account of such Holder's Allowed Senior Secured Claim shall not affect the economic value of such Holder’s distribution under the Plan. Any objection by the Ad Hoc Group of Senior Secured Noteholders regarding the structure of the newly established class of New Common Stock or warrants and its effect on a Holder’s percentage voting rights shall be per se reasonable.

(d) Voting: Class 3 is Impaired by the Plan. Therefore, Holders of Class 3 Senior Secured Claims are entitled to vote to accept or reject the Plan.

Class 4 – Second Lien Claims

(a) Classification: Class 4 consists of all Second Lien Claims.

(b) Allowance: As of the Effective Date, the Second Lien Claims shall be Allowed and deemed to be Allowed Claims in Class 4 in the amount outstanding under the Second Lien Credit Agreement.

(c) Treatment: In exchange for full and final satisfaction, settlement, release and discharge of each Allowed Second Lien Claim, each Holder of such Allowed Second Lien Claim shall receive on the Effective Date (a) a Pro Rata interest in the Second Lien Lender SAR, (b) a Pro Rata distribution of the New Second Lien Lender Warrants and (c) a Pro Rata distribution of $40,000 of the General Unsecured Recovery Pool. For the avoidance of doubt, Holders of Allowed Second Lien Claims shall not be entitled to any distribution from the $210,000 of the General Unsecured Recovery Pool reserved for the benefit of Holders of General Unsecured Claims, or any other recovery on account of such Allowed Second Lien Claims.

(d) Voting: Class 4 is Impaired by the Plan. Notwithstanding any such distributions made on account of the Allowed Second Lien Claims, each Holder of a Class 4 Second Lien Claim is conclusively presumed to have rejected the Plan; provided, however, that each Holder of a Class 4 Second Lien Claim may nonetheless submit votes to accept or reject the Plan and any such votes will be accepted by the Balloting Agent and tabulated in accordance with the voting and tabulation procedures set forth in the Disclosure Statement Order.

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Class 5 – General Unsecured Claims

(a) Classification: Class 5 consists of all General Unsecured Claims.

(b) Treatment: In exchange for full and final satisfaction, settlement, release and discharge of each Allowed General Unsecured Claim, each Holder of such Allowed General Unsecured Claim shall receive a Pro Rata interest in $210,000 of the General Unsecured Claims Recovery Pool, as administered by the Disbursing Agent for General Unsecured Claims.

(c) Voting: Class 5 is Impaired by the Plan. Notwithstanding any such distributions made on account of the Allowed General Unsecured Claims, each Holder of a Class 5 General Unsecured Claim is conclusively presumed to have rejected the Plan. Therefore, Holders of Class 5 General Unsecured Claims are not entitled to vote to accept or reject the Plan.

Class 6 – Intercompany Claims

(a) Classification: Class 6 consists of all Intercompany Claims.

(b) Treatment: To preserve the Debtors’ corporate structure, on the Effective Date, or as soon thereafter as is practicable, all Intercompany Claims will be reinstated in full or in part or cancelled, discharged in full or in part or contributed, distributed or otherwise transferred between and among the Debtors in full or in part, in each case, to the extent determined appropriate by the Reorganized Debtors. No distribution shall be made on account of Intercompany Claims. Notwithstanding the foregoing, the Debtors and the Reorganized Debtors will be entitled to transfer funds and obligations between and among themselves as they determine to be necessary or appropriate to best enable the Debtors and Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices.

(c) Voting: Class 6 is not Impaired by the Plan and Holders of Class 6 Intercompany Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 6 Intercompany Claims are not entitled to vote to accept or reject the Plan.

Class 7 – Intercompany Interests

(a) Classification: Class 7 consists of all Intercompany Interests existing immediately prior to the Effective Date.

(b) Treatment: Intercompany Interests shall be Reinstated on the Effective Date.

(c) Voting: Class 7 is not Impaired by the Plan and Holders of Class 7 Intercompany Interests are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, Holders of Class 7 Intercompany Interests are not entitled to vote to accept or reject the Plan.

Class 8 – Global Aviation Interests

(a) Classification: Class 8 consists of all Interests in Global Aviation.

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(b) Treatment: Holders of Interests in Global Aviation Interests shall not receive any distribution on account of such Global Aviation Interests. On the Effective Date, all Global Aviation Interests shall be cancelled and discharged.

(c) Voting: Class 8 is Impaired and Holders of Class 8 Interests in Global Aviation are conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Class 8 Interests in Global Aviation are not entitled to vote to accept or reject the Plan.

D. Special Provision Governing Claims that are Not Impaired

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights in respect of any Claims that are not Impaired, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Claims that are not Impaired.

Article IV.

ACCEPTANCE REQUIREMENTS

Pursuant to section 1126(c) of the Bankruptcy Code and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired Class has accepted the applicable Plan if the Holders of at least two-thirds in dollar amount and more than one-half in number of Allowed Claims in such Class actually voting have voted to accept the applicable Plan.

A. Acceptance or Rejection of the Plan

1. Voting Classes

Class 3 for each of the Debtors is Impaired under the Plan and is entitled to vote to accept or reject the Plan.

2. Presumed Acceptance of the Plan

Classes 1, 2, 6 and 7 for each of the Debtors are Unimpaired under the Plan and are, therefore, conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.

3. Deemed Rejection of the Plan

Classes 4 and 5 for each of the Debtors and Class 8 (for Global Aviation only) are Impaired by the Plan. The Holders in such Classes are deemed to have rejected the Plan and are not entitled to vote to accept or reject the Plan.

B. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in accordance with Article XII hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.

C. Special Provision Governing Claims that are Not Impaired.

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Article V. SETTLEMENT BETWEEN AND AMONG THE DEBTORS, THE DIP LENDERS, THE CONSENTING SENIOR SECURED NOTEHOLDERS, THE SECOND LIEN LENDERS, THE CREDITORS’ COMMITTEE, THE IBT, ALPA AND TWU

A. Approval of the Settlement

The Plan proposes, and its terms embody, a compromise and settlement of issues relating to the entry into new Collective Bargaining Agreements, each of which were approved by the Bankruptcy Court, by and between certain of the Debtors and certain of the Unions. The Plan is deemed to be a motion under sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 for approval of the compromise and settlement between and among the Debtors, the DIP Lenders, the Consenting Senior Secured Noteholders, the Second Lien Lenders, the Creditors’ Committee, the IBT, ALPA and TWU, the terms of which are outlined herein and in the Union Settlement Agreements attached as Exhibit G to the Disclosure Statement. The terms of the settlement outlined herein and in each of the Union Settlement Agreements are non-severable without the consent of the parties. Confirmation of the Plan shall constitute approval of this motion by the Bankruptcy Court, and the Confirmation Order shall contain findings supporting and conclusions approving the compromise and settlement as fair and equitable and within the bounds of reasonableness.

1. Employee Equity Plan

As soon as reasonably practicable following the Effective Date, New Global Aviation Board will adopt and implement the Employee Equity Plan, pursuant to which 25% of the New Common Stock on a fully-diluted basis shall be distributed for the benefit of the Qualifying Represented Employees and Non-Executive, Non-Represented Employees to be shared in proportion to (a) the concessions agreed and ratified through voluntary modifications, in the case of the Reorganized Debtors’ Qualifying Represented Employees, and (b) the amount of $1,000,000 with respect to the Reorganized Debtors’ Non-Executive, Non-Represented Employees. In addition, the Employee Equity Plan shall provide for New Warrants to purchase 15% of the fully-diluted New Common Stock for the Qualifying Represented Employees and Non-Executive, Non-Represented Employees.

The Debtors reserve the right, if a Union does not agree to voluntary concessions at or above the thresholds provided for in the Union Settlements prior to a section 1113 filing or imposition of collective bargaining agreement terms by the Debtors, to agree to provide such Union with up to 80% of the portion of the Employee Equity Pool that is reserved for such Union as part of any agreement to modify its Collective Bargaining Agreement, even if such agreement is reached after proceedings pursuant to section 1113. If following the modification of the Unions’ Collective Bargaining Agreements (or of terms and conditions of employment in an initial collective bargaining agreement for the North American Flight Attendants), a portion of the Employee Equity Pool is not available to a Union (either because it does not agree to voluntary concessions at or above the thresholds set forth in the Union Settlement Agreements or because an agreement to those concessions is not ratified) it shall be partially reallocated, with 50% to be removed from the Employee Equity Pool and 50% to be relocated in proportion to the ratified concessions.

The distribution of the Employee Equity Pool shall occur within 30 days of the Effective Date. If a material transaction involving some or all of the Debtors’ assets or capital structure occurs within the first 30 days after the Effective Date, the New Common Stock shall be issued into the Employee Equity Pool and shall immediately vest before the closing of any such material transaction.

Non-management pilots on the North American seniority list as of September 25, 2012, shall receive no less than 13.6% of the of the distribution of New Common Stock made pursuant to the Employee Equity Plan and no less than 13.6% of the distribution of New Warrants made pursuant to the Employee Equity Plan, recognizing that the Employee Equity Plan as a whole may be diluted by creditors other than the Management Employee Incentive Plan. ALPA shall, in its sole discretion and according to its policies, determine how its distribution from the Employee Equity Plan shall be distributed among the non-management pilots on the North American seniority list as of September 25, 2012.

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2. IBT and ALPA Advisor Fees

On the Effective Date, the Debtors shall pay the reasonable and documented fees and expenses of the advisors to the IBT (with the exception of MAEVA Group, LLC, whose fees and expenses will be paid as described below), including Levy Ratner, P.C., Dan Akins, Farrell Fritz and Cheiron.

With respect to the fees and expenses of MAEVA Group, LLC, the Debtors will pay to MAEVA Group, LLC on the Effective Date total fees in the amount of $2,592.741.94, which represents (a) monthly retainers for the period beginning March 20, 2012 through September 30, 2012 in the total amount of $1,117,741.94, and (b) a transaction fee of $2,000,000 less a credit of $525,000, for a net transaction fee of $1,475,000. The Debtors will also reimburse MAEVA Group, LLC on the Effective Date for all documented expenses incurred through September 30, 2012 and submitted to the Debtors by October 15, 2012.

On the Effective Date, the Debtors shall pay the reasonable and documented fees and expenses of the advisors to ALPA, not to exceed $250,000, as an Allowed Administrative Claim. In lieu of an Allowed Administrative Claim to be paid on the Effective Date, ALPA may elect a credit in the same amount to be used for flight pay loss during the life of the Collective Bargaining Agreement.

3. Debtors’ Withdrawal from the IBT Pension Fund

For the avoidance of doubt, as part of the modified Collective Bargaining Agreement between World and the World Flight Attendants, the Debtors’ obligations to contribute to the IBT Pension Plan were, effective September 12, 2012, completely and permanently eliminated. The complete and permanent cessation of the Debtors’ obligations to contribute to the IBT Pension Plan created a “complete withdrawal” under ERISA. To the extent that the “complete withdrawal” results in the imposition of withdrawal liability, such liability will be treated as a General Unsecured Claim against the Debtors’ estates.

3. Single Carrier Protections

During the Chapter 11 Cases the IBT filed a petition with the NMB, seeking a determination that World and North American constitute a “single carrier” or a “single transportation system” under applicable labor law. The Debtors dispute the IBT’s position.

In the event that the NMB finds that World and North American are a single carrier (or single transportation system), there shall be no changes to the terms of the Collective Bargaining Agreements (as modified and approved by the Bankruptcy Court) before the amendable date of such Collective Bargaining Agreements. In addition, should it be determined that an integrated seniority list is required as a result of a single carrier determination, there shall be an equipment fence of the current seniority lists (furloughed and active pilots) for duration of the agreement except for expansion positions, which would be then governed by seniority and airline/type lock for two years.

4. Profit Sharing

The North American Pilots will participate in any North American Potential Alternative Profit Sharing Plan. Additionally, World Pilots and World Flight Attendants are currently participants in the World Profit Sharing Plans. Alternatively, World Pilots and World Flight Attendants may participate in the Potential Alternative Profit Sharing Plan. For each year in which the Collective Bargaining Agreements are in place, World Pilots and World Flight Attendants will receive the greater of the payout, if any, that they would have received under the World Profit Sharing Plans on the one hand, or the Potential Alternative Profit Sharing Plan, on the other hand.

5. Information Sharing

During the first twelve months following the effective date of the World Pilots’ and World Flight Attendants’ Collective Bargaining Agreements, World shall provide the IBT, subject to the IBT’s execution of appropriate confidentiality agreements, with periodic financial briefings and financial and operational data regarding

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the World’s and North American’s recovery. Additionally, during the first twelve months following the effective date of the North American Pilots’ Collective Bargaining Agreement, North American shall provide ALPA, subject to ALPA’s execution of appropriate confidentiality agreements, with periodic financial briefings and financial and operational data regarding the North American’s recovery.

6. Second Lien Lender Settlement

On the Effective Date, each Holder of an Allowed Second Lien Claim shall receive, (a) a Pro Rata interest in the Second Lien Lender SAR, (b) a Pro Rata distribution of the New Second Lien Lender Warrants and (c) a Pro Rata distribution of $40,000 of the General Unsecured Recovery Pool. For the avoidance of doubt, Holders of Allowed Second Lien Claims shall not be entitled to any distribution from the $210,000 of the General Unsecured Recovery Pool reserved for the benefit of Holders of General Unsecured Claims, or any other recovery on account of such Allowed Second Lien Claims.

7. Second Lien Lender Advisor Fees

On the Effective Date, the Debtors shall pay the reasonable and documented fees and expenses of Wachtell, Lipton, Rosen & Katz, counsel for the Second Lien Lenders, in the amount of $60,000.

8. Creditors’ Committee Settlement

On the Effective Date, the Debtors shall pay $250,000 in Cash on account of the General Unsecured Claims Recovery Pool, $210,000 of which will be paid into a bank account identified by the Disbursing Agent for General Unsecured Claims to be held in trust for the benefit of the Holders of Allowed General Unsecured Claims and $40,000 of which will be paid into a bank account identified by the Second Lien Lenders to be distributed to Holders of Allowed Second Lien Claims. The portion of the General Unsecured Claims Recovery Pool reserved for distribution to Holders of Allowed General Unsecured Claims shall be administered by the Disbursing Agent for General Unsecured Claims. The Disbursing Agent for General Unsecured Claims shall have the authority to hire and compensate a third-party to administer the General Unsecured Claims Recovery Pool, provided, however, that neither the Debtors nor the Reorganized Debtors shall bear any costs of administering and distributing the General Unsecured Claims Recovery Pool, including, for the avoidance of doubt, the costs of objecting to and/or resolving Allowed General Unsecured Claims, and any such costs shall be incurred by the Disbursing Agent for General Unsecured Claims and reimbursed from the General Unsecured Claims Recovery Pool.

9. Creditors’ Committee Advisor Fees

The Debtors shall pay the reasonable and documented fees and expenses of Lowenstein Sandler PC, counsel for the Creditors’ Committee, through October 26, 2012, pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) above. The Debtors shall also pay the reasonable and documented fees and expenses of Lowenstein Sandler PC incurred after October 26, 2012 through Confirmation up to an aggregate cap of $40,000 pursuant to the to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) above. Any such reasonable and documented fees and expenses of Lowenstein Sandler PC relating to the Motion of the Official Committee of Unsecured Creditors for an Order Authorizing the Committee to Prosecute Certain Causes of Action on Behalf of the Debtors' Estates [Docket No. 662], discovery related thereto or the investigation of the prepetition lenders’ liens shall be paid up to an aggregate cap of $100,000 (inclusive of the $50,000 provided for the Creditors’ Committee’s investigation of liens in the Final DIP Order).

Pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) above, the Debtors shall pay the Monthly Advisory Fees (as defined in 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 [Docket No. 253] (the “Imperial Retention Application”)) and the reasonable and documented expenses of Imperial Capital, LLC, the financial advisor for the Creditors’ Committee, through October 31, 2012. Imperial Capital, LLC shall not be entitled to any Monthly

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Advisory Fees after October 31, 2012. In addition, pursuant to the Interim Compensation Order and the Professional Fee Claim procedures set forth in Article II.A.2(a) above, the Debtors shall pay a Completion Fee (as defined in the Imperial Retention Application) to Imperial Capital, LLC in the amount of $150,000. Imperial Capital, LLC shall not be entitled to any other fees, whether Monthly Advisory Fees, a Completion Fee or otherwise, in excess of the amounts provided herein.

Article VI.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. New Loans

The material terms of each of the New Loans shall be as follows:

1. New Revolver

The New Revolver shall have an availability on the Effective Date of no less than $20 million, the material terms of which will be set forth in the Plan Supplement.

2. New First Lien Loan

The New First Lien Loan shall (a) be in the principal amount of $95 million, (b) have an interest rate of 10% per annum on a cash pay basis, (c) have a maturity of four and a half years from the Effective Date and (d) be secured by substantially all of the Reorganized Debtors’ assets.

3. New Second Lien Loan

The New Second Lien Loan shall (a) be in the principal amount of $40 million, (b) have an interest rate of 3% per annum, with an option for a cash pay or pay-in-kind basis, (c) have a maturity date of five years from the Effective Date and (d) be secured by substantially all of the Reorganized Debtors’ assets, junior in lien and payment to the New Revolver and the New First Lien Loan.

4. Required Paydowns

During the period in which the concessionary terms of the modified Collective Bargaining Agreements remain in effect, any proceeds realized from the sale or refinancing of a major operating subsidiary (revenues greater than $15 million) or sale of assets greater than $10 million shall be applied to repay funded debt (with the exception of the New Revolver).

B. Restructuring Transactions

On the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by or necessary to effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion or dissolution pursuant to applicable state law; and (d) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

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C. Sources of Consideration for Plan Distributions

The Reorganized Debtors shall make distributions under the Plan as follows:

1. The New Loans

On the Effective Date the Reorganized Debtors shall enter into the New Loans. Confirmation shall be deemed approval of the New Loans (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Reorganized Debtors in connection therewith) and Reorganized Debtors are authorized to execute and deliver those documents necessary or appropriate to obtain the New Loans, including the New Loan Documents, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule or vote, consent, authorization or approval of any Person, subject to such modifications as the Reorganized Debtors may deem to be reasonably necessary to consummate such New Loans.

2. Issuance and Distribution of New Common Stock, the New Warrants, the New Second Lien Lender Warrants and the Second Lien Lender SAR

The issuance of the New Common Stock by Reorganized Global Aviation, including the New Warrants, the New Second Lien Lender Warrants, options, the Second Lien Lender SAR, any other stock appreciation rights or other equity awards, if any, in connection with the Management Equity Incentive Plan or Employee Equity Plan, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.

On the Effective Date, an initial number of shares of New Common Stock representing 75% of the New Common Stock shall be issued to Holders of Claims in Class 3, subject to dilution with respect to any shares issued pursuant to the Management Equity Incentive Plan or pursuant to the New Second Lien Lender Warrants or the Second Lien Lender SAR.

As soon as reasonably practicable following the Effective Date, New Global Aviation Board will adopt and implement the Employee Equity Plan, pursuant to which, within 30 days of the Effective Date, an initial number of shares of New Common Stock representing 25% of the New Common Stock on a fully-diluted basis shall be issued to the Employee Equity Pool, which shall not be subject to dilution by the Management Equity Incentive Plan, the Second Lien Lender SAR or the two tranches of New Second Lien Lender Warrants set forth in clauses (a) and (b) of the definition thereof.

All of the shares of New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid and non-assessable. Each distribution and issuance of the New Common Stock under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.

To effectuate distributions in accordance with federal regulatory requirements, the Debtors reserve the right to establish various classes of New Common Stock or warrants, subject to the reasonable consent of the Ad Hoc Group of Senior Secured Noteholders, to be used to satisfy the Claims in Class 3 held by Non-U.S. Citizens. Concurrently with the solicitation of votes to accept or reject the Plan, the Debtors will send a Citizenship Declaration to Holders of Class 3 Claims, attached as Exhibit 12 to the Disclosure Statement Order. Each Holder of a Class 3 Claim must provide and verify the following information: (i) name of creditor, (ii) amount of Claim, and (iii) whether such person or entity is a U.S. Citizen or Non-U.S. Citizen. All Citizenship Declarations must be actually received by the Balloting Agent on or before the Citizenship Declaration Record Date. If any holder of a Class 3 Claim does not return a properly completed Citizenship Declaration prior to the Citizenship Declaration Record Date, the Holder of such Class 3 Claim will be deemed a Non- U.S. Citizen.

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After the Citizenship Declaration Record Date, before any Holder of a Class 3 Claim may transfer such Class 3 Claim, the Holder must either (i) submit to the Debtors a Citizenship Declaration from the proposed transferee certifying that the proposed transferee is a U.S. Citizen or (ii) obtain the Debtors’ prior written consent.

D. Corporate Existence

Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, each Debtor shall continue to exist after the Effective Date as a separate corporation, limited liability company, partnership or other form of entity, as the case may be, with all the powers of a corporation, limited liability company, partnership or other form of entity, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other analogous formation or governing documents) in effect before the Effective Date, except to the extent such certificate of incorporation and bylaws (or other analogous formation or governing documents) are amended by the Plan or otherwise. To the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state, provincial or federal law).

E. Vesting of Assets in the Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated in the Plan or the Plan Supplement, on the Effective Date, all property in each Estate, all Causes of Action and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges or other encumbrances, except for Liens securing the New Loans. On and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may operate its business and may use, acquire or dispose of property and compromise or settle any Claims, Interests or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

F. Cancellation of Existing Securities

Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated in the Plan or the Plan Supplement, on the Effective Date: (a) the obligations of the Debtors under the DIP Credit Agreement, the Senior Secured Indenture, the Second Lien Credit Agreement and any other certificate, share, note, bond, indenture, purchase right, option, warrant or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest, including, for the avoidance of doubt, all existing equity Interests in Global Aviation Holdings Inc. (except such certificates, notes or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (b) the obligations of the Debtors pursuant, relating or pertaining to any agreements, indentures, certificates of designation, bylaws or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options, warrants or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan or by Court Order) shall be released and discharged; provided, however, notwithstanding Confirmation or the occurrence of the Effective Date, any such indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of enabling Holders of Allowed Claims to receive distributions under the Plan as provided herein; provided, further, however, that the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order or the Plan or result in any expense or liability to the Reorganized Debtors, except to the extent set forth in or provided for under this Plan. On and after the Effective Date, all duties and responsibilities of the Senior Secured Indenture Trustee under the Senior Secured Indenture and the Second Lien Agent under the Second Lien Credit Agreement, as applicable, shall be discharged unless otherwise specifically set forth in or provided for under the Plan.

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G. Section 1145 Exemption

Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Common Stock, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration before the offering, issuance, distribution, or sale of securities. In addition, under section 1145 of the Bankruptcy Code, the New Common Stock will be freely tradable by the recipients thereof, subject to (1) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act; (2) compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; (3) the restrictions, if any, on the transferability of such securities and instruments, including those set forth in the New Shareholders Agreement, the New Certificate of Incorporation and (4) applicable regulatory approval.

H. Corporate Action

Upon the Effective Date, or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved in all respects, including: (a) execution and entry into the New Loans; (b) the distribution of the New Common Stock; (c) selection of the directors and officers for the Reorganized Debtors; (d) implementation of the restructuring transactions contemplated by this Plan, as applicable; (e) adoption of the Management Equity Incentive Plan; (f) adoption of the Employee Equity Plan; (g) adoption or assumption, as applicable, of the agreements with existing Executives, if any; and (h) all other actions contemplated by the Plan (whether to occur before, on or after the Effective Date). All matters provided for in the Plan involving the corporate structure of the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders, directors or officers of the Debtors or the Reorganized Debtors. On or (as applicable) before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors shall be authorized and (as applicable) directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Loan Documents and any and all other agreements, documents, securities and instruments relating to the foregoing. The authorizations and approvals contemplated by this Article VI shall be effective notwithstanding any requirements under non-bankruptcy law.

I. New Certificates of Incorporation and New By-Laws

On or immediately before the Effective Date, the Reorganized Debtors will file their respective New Certificates of Incorporation with the applicable Secretaries of State and/or other applicable authorities in their respective states, provinces or countries of incorporation in accordance with the corporate laws of the respective states, provinces or countries of incorporation. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Certificates of Incorporation will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Certificates of Incorporation and New By-Laws and other constituent documents as permitted by the laws of their respective states, provinces or countries of incorporation and their respective New Certificates of Incorporation and New By-Laws.

J. Directors and Officers of the Reorganized Debtors and Reorganized Global Aviation

On the Effective Date, the term of the current members of the board of directors of Global Aviation shall expire, and the initial boards of directors, including the New Global Aviation Board and the New Subsidiary Boards, as well as the officers of each of the Reorganized Debtors shall be appointed pursuant to the New By-Laws and New Certificates of Incorporation.

The New Global Aviation Board shall be chosen through a process led by the Board Selection Committee. The Board Selection Committee may, at its election, retain a qualified search firm, paid for by the Debtors, to identify director candidates. The Board Selection Committee shall interview candidates together, with the objective of agreeing on a slate of nine directors (which shall include the Debtors’ Chief Executive Officer). If the Board Selection Committee is unable to reach consensus on a slate of directors, the directors shall be named by Holders of the New Common Stock in proportion of their ownership, with two directors named by the Qualifying Represented

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Employees or Non-Executive, Non-Management Employees based on a majority vote of such Employees within the Employee Equity Pool. All directors selected shall be qualified and shall not be Employees or members of the Debtors’ Unions.

In addition, the New Global Aviation Board shall also include one non-voting board member identified by IBT and one non-voting board member identified by ALPA. The non-voting board member or members shall be qualified and shall not be Employees or members of any labor organization. One year after the appointment of the New Global Aviation Board, the New Global Aviation Board will consider in good faith whether to add the non- voting board members to the New Global Aviation Board as voting board members, provided that doing so (if the New Global Aviation Board decides to do so) will neither increase the size of the New Global Aviation Board nor affect the Employee Equity Pool’s ability to select two directors, and provided that if the New Global Aviation Board adds one of the non-voting board members it must appoint the other.

Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of any Person proposed to serve on the initial New Global Aviation Board and the New Subsidiary Boards, as well as those Persons that serve as an officer of any of the Reorganized Debtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, the nature of any compensation to be paid to such director or officer will also be disclosed. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the New Certificates of Incorporation, New By-Laws and other constituent documents of the Reorganized Debtors.

K. Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors and Reorganized Global Aviation, and the officers and members of the New Boards thereof, are authorized to and may issue, execute, deliver, file or record such contracts, Securities, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and the Securities issued pursuant to the Plan, including the New Common Stock, in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization or consents except those expressly required pursuant to the Plan.

L. Management Equity Incentive Plan

The Reorganized Global Aviation Board will adopt and implement the Management Equity Incentive Plan, pursuant to which retentive and performance-based equity awards of 6% of the New Common Stock shall be issued to certain of the Debtors’ Executives and Employees on the Effective Date in the form of restricted stock units; provided, however, that any Employee participating in the Employee Equity Plan shall not be eligible for distributions under the Management Equity Incentive Plan. The Management Equity Incentive Plan will not dilute the Employee Equity Plan. The terms of the Management Equity Incentive Plan will be included in the Plan Supplement.

M. New Employment Agreements

On the Effective Date, the Debtors will enter into the New Employment Agreements with certain of the Executives. The form of the New Employment Agreements will be included in the Plan Supplement.

N. Existing Benefits Agreements

Subject to the provisions of the Plan, all Existing Benefits Agreements shall be treated as Executory Contracts under the Plan and assumed (or amended and assumed) on the Effective Date pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code, except for: (a) Existing Benefits Agreements listed on the Plan Supplement as Executory Contracts to be rejected; (b) Existing Benefits Agreements that have already been rejected; or (c) any Existing Benefits Agreements that as of the entry of the Confirmation Order, are the subject of pending rejection procedures or a motion to reject, or have been specifically waived by the beneficiaries of any employee benefit plan or contract. For the avoidance of doubt, on the Effective Date the Debtors will withdraw from the IBT

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Pension Fund and will no longer participate in a particular pension plan. Nothing in the Plan or the Plan Supplement shall limit, diminish or otherwise alter the Reorganized Debtors’ defenses, claims, Causes of Action or other rights with respect to any such contracts, agreements, policies, programs and plans. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, on and after the Effective Date, all retiree benefits (as that term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law.

O. D&O Liability Insurance Policies

Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors shall assume (and assign to the Reorganized Debtors if necessary to continue the D&O Liability Insurnce Policies in full force) all of the D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ assumption of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained herein, Confirmation of the Plan shall not discharge, impair or otherwise modify any obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed. On or before the Effective Date, the Reorganized Debtors may obtain reasonably sufficient tail coverage (i.e., D&O insurance coverage that extends beyond the end of the policy period) under a directors and officers’ liability insurance policy for the current and former directors, officers and managers for such terms or periods of time, and placed with such insurers, to be reasonable under the circumstances or as otherwise specified and ordered by the Bankruptcy Court in the Confirmation Order and to the extent such tail coverage is obtained on or before the Effective Date, such policies shall be considered D&O Liability Insurance Policies and shall be assumed by the Reorganized Debtors.

P. Exemption from Certain Taxes and Fees

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant hereto shall not be subject to any stamp tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct and be deemed to direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation instruments or other documents pursuant to such transfers of property without the payment of any such tax or governmental assessment. Such exemption specifically applies, without limitation, to (a) the creation of any mortgage, deed of trust, lien or other security interest; (b) the making or assignment of any lease or sublease; (c) any restructuring transaction authorized by the Plan; or (d) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including: (i) any merger agreements; (ii) agreements of consolidation, restructuring, disposition, liquidation or dissolution; (iii) deeds; (iv) bills of sale; or (v) assignments executed in connection with any Restructuring Transaction occurring under the Plan.

Q. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article X hereof, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Commencement Date, and the Reorganized Debtors’ rights to commence, prosecute or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors in their discretion. No Entity may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan.

The Reorganized Debtors reserve and shall retain the applicable Causes of Action notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. The applicable Reorganized Debtor through its authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release,

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withdraw or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order or approval of the Bankruptcy Court.

Article VII.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

Except as otherwise provided herein, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, each of the Debtors’ Executory Contracts and Unexpired Leases shall be deemed rejected as of the Effective Date, unless such Executory Contract or Unexpired Lease: (a) was assumed or rejected previously by order of the Bankruptcy Court; (b) previously expired or terminated pursuant to its own terms; (c) is the subject of a motion to assume filed on or before the Effective Date; or (d) is identified as an Executory Contract or Unexpired Lease to be assumed pursuant to the Plan Supplement, including any amendments before the Effective Date.

Entry of the Confirmation Order shall constitute a Bankruptcy Court order approving the assumption or rejection of such Executory Contracts or Unexpired Leases as set forth herein, all pursuant to section 365(a) of the Bankruptcy Code. Unless otherwise indicated, all rejections or assumptions of such Executory Contracts and Unexpired Leases in the Plan are effective as of the Effective Date. Each such Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall revest in, and be fully enforceable by, the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by such order. Notwithstanding anything to the contrary in the Plan, the Debtors or Reorganized Debtors, as applicable, reserve the right to alter, amend, modify or supplement the list of Executory Contracts and Unexpired Leases to be assumed or rejected as identified in the Plan Supplement through and including the Effective Date. Notwithstanding the foregoing paragraph, after the Effective Date, the Reorganized Debtors shall have the right to terminate, amend or modify any intercompany contracts, leases or other agreements without approval of the Bankruptcy Court.

With respect to the Collective Bargaining Agreements, the Debtors will assume all such agreements as approved by the Bankruptcy Court. The cure amount for all Collective Bargaining Agreements shall be zero. For the avoidance of doubt, any grievances by ALPA or by any North American Pilots that were pending, and any System Board awards in favor of ALPA or any North American Pilots that were unresolved or unsatisfied as of the Commencement Date, shall be unaffected by these Chapter 11 Cases. Any such pending grievances shall be processed in the ordinary course. Any awards or settled grievances shall be paid in the ordinary course pursuant to the North American Pilots’ Collective Bargaining Agreement. Additionally, any grievances by IBT or by any World Pilots, World Flight Attendants and/or North American Flight Attendants that were pending, and any System Board awards in favor of IBT or any World Pilots, World Flight Attendants and/or North American Flight Attendants that were unresolved or unsatisfied as of the Commencement Date, shall be unaffected by these Chapter 11 Cases. Any awards or settled grievances shall be paid in the ordinary course pursuant to the respective Collective Bargaining Agreement.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the Bankruptcy Court within 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed within such time will be automatically disallowed, forever barred from assertion and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order or approval of the Bankruptcy Court. Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III.C of the Plan, as applicable.

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Rejection Claims for which a Proof of Claim is not timely Filed will be forever barred from assertion against the Debtors or the Reorganized Debtors, their Estates and their property unless otherwise ordered by the Bankruptcy Court or as otherwise provided herein. Such Rejection Claims shall, as of the Effective Date, be subject to the discharge and permanent injunction set forth in Article X.G hereof.

C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed.

Any monetary defaults under each Executory Contract and Unexpired Lease as reflected on the list of Executory Contracts and Unexpired Leases to be assumed by the Debtors shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (a) the amount of any payments to cure such a default, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed or (c) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order or orders resolving the dispute and approving the assumption. At least 10 days before the Confirmation Hearing, the Debtors shall distribute, or cause to be distributed, Cure Notices of proposed assumption and proposed amounts of Cure Claims to the applicable third parties. Any objection by any counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be Filed, served and actually received by the Debtors at least three days before the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or Cure amount will be deemed to have assented to such assumption or Cure amount.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time before the date of the Debtors or Reorganized Debtors assume such Executory Contract or Unexpired Lease. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be deemed disallowed and expunged, without further notice to or action, order or approval of the Bankruptcy Court.

D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired Leases

Rejection or repudiation of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed to the Debtors under such contracts or leases. In particular, notwithstanding any nonbankruptcy law to the contrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a counterparty to provide, warranties or continued maintenance obligations on goods previously purchased by the contracting Debtors or Reorganized Debtors, as applicable, from counterparties to rejected or repudiated Executory Contracts or Unexpired Leases.

E. Assumption of Indemnification Provisions

The Debtors shall assume all of the Indemnification Provisions in place on and before the Effective Date for Indemnified Parties for Claims related to or in connection with any actions, omissions or transactions occurring before the Effective Date.

F. Assumption of Insurance Policies

All of the Debtors’ insurance policies and any agreements, documents or instruments relating thereto, are treated as and deemed to be Executory Contracts under the Plan. On the Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents and instruments related thereto.

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G. Modifications, Amendments, Supplements, Restatements or Other Agreements

Unless otherwise provided in the Plan, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.

Modifications, amendments, supplements and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority or amount of any Claims that may arise in connection therewith.

H. Reservation of Rights

Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized Debtor has any liability thereunder. In the event of a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have 45 days following entry of a Final Order resolving such dispute to alter the treatment of such contract or lease as otherwise provided herein.

I. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

J. Contracts and Leases Entered Into After the Commencement Date

On and after the Effective Date, the Debtors may continue to perform under contracts and leases entered into after the Commencement Date by any Debtor in the ordinary course of business, including any Executory Contracts and Unexpired Leases assumed by such Debtor.

Article VIII.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Record Date for Distributions

Except as otherwise provided in the Plan, as of the Distribution Record Date, the various Claims and transfer registers for each of the Classes of Claims or Interests as maintained by the Debtors or their respective agents, including the Disbursing Agent, shall be deemed closed, and there shall be no further changes made to reflect any new record holders of any Claims or Interests. Except as otherwise provided in the Plan, the Debtors and the Disbursing Agent shall have no obligation to recognize any transfer of Claims or Interests occurring on or after the Distribution Record Date, and shall be entitled to recognize and deal for all purposes under this Plan with only those holders on record as of the Distribution Record Date.

B. Timing and Calculation of Amounts to Be Distributed

Except as otherwise provided in the Plan, on the Effective Date or as soon as reasonably practicable thereafter (or if a Claim is not an Allowed Claim on the Effective Date, on the date that such a Claim becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim against the Debtors shall receive the full amount of the distributions that the Plan provides for Allowed Claims in the applicable

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Class and in the manner provided herein. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article IX hereof. Except as otherwise provided herein, Holders of Claims shall not be entitled to interest, dividends or accruals on the distributions provided for herein, regardless of whether such distributions are delivered on or at any time after the Effective Date.

C. Disbursing Agent

Except as otherwise provided herein, all distributions under the Plan shall be made by the Disbursing Agents on the Effective Date. To the extent that the Disbursing Agent is one of the Debtors or Reorganized Debtors, the Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. For the avoidance of doubt, nothing herein shall obligate or require the Debtors or Reorganized Debtors to administer or make distributions to Holders of Allowed Senior Secured Claims, Holders of Allowed Second Lien Claims or Holders of Allowed General Unsecured Claims.

D. Rights and Powers of Disbursing Agent

1. Powers of the Disbursing Agent

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

2. Disbursing Agent Fees and Expenses

Except as otherwise ordered by the Bankruptcy Court, all reasonable compensation, fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement claims made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors, provided, however, that neither the Debtors nor the Reorganized Debtors shall bear any of the fees and expenses incurred by the Disbursing Agent for General Unsecured Claims in administering and distributing the General Unsecured Claims Recovery Pool, including, for the avoidance of doubt, the costs of objecting to and/or resolving Allowed General Unsecured Claims, and any such costs shall be incurred by the Disbursing Agent for General Unsecured Claims and reimbursed from the General Unsecured Claims Recovery Pool.

E. Distributions on Account of Claims Allowed After the Effective Date

1. Payments and Distributions on Disputed Claims

Notwithstanding any other provision of the Plan, no distributions shall be made under the Plan on account of any Disputed Claim, unless and until such Claim becomes an Allowed Claim. Distributions made after the Effective Date to Holders of Disputed Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall be deemed to have been made on the Effective Date.

2. Special Rules for Distributions to Holders of Disputed Claims

Notwithstanding any provision otherwise in the Plan and except as may be agreed to by the Debtors or the Reorganized Debtors (or the Disbursing Agent for General Unsecured Claims), on the one hand, and the Holder of a Disputed Claim, on the other hand, no partial payments and no partial distributions shall be made with respect to any Disputed Claim until all Disputed Claims held by the Holder of such Disputed Claim have become Allowed Claims or have otherwise been resolved by settlement or Final Order.

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F. Delivery of Distributions and Undeliverable or Unclaimed Distributions

1. Delivery of Distributions.

(a) Delivery of Distributions to Senior Secured Indenture Trustee.

Except as otherwise provided in the Plan, all distributions to Holders of Senior Secured Claims shall be governed by the Senior Secured Indenture and shall be deemed completed when made to the Senior Secured Indenture Trustee, who shall be deemed to be the Holder of all Senior Secured Claims for purposes of distributions to be made hereunder. The Senior Secured Indenture Trustee shall hold or direct such distributions for the benefit of the Holders of Allowed Senior Secured Claims. As soon as practicable in accordance with the requirements set forth in this Article VIII, the Senior Secured Indenture Trustee shall arrange to deliver such distributions to or on behalf of such Holders of Allowed Senior Secured Claims. Notwithstanding the foregoing, the Senior Secured Indenture Trustee will cooperate with the Debtors to ensure that distributions are made and directed to Holders of Allowed Senior Secured Claims so as to permit compliance with the federal regulations as set forth in Article VI.C.2.

(b) Delivery of Distributions to Second Lien Agent.

Except as otherwise provided in the Plan, all distributions to Holders of Second Lien Claims shall be governed by the Second Lien Credit Agreement and shall be deemed completed when made to the Second Lien Agent, or as the Second Lien Agent may direct, who shall be deemed to be the Holder of all Second Lien Claims for purposes of distributions to be made hereunder. The Second Lien Agent, or as the Second Lien Agent may direct, shall hold or direct such distributions for the benefit of the Holders of Allowed Second Lien Claims. As soon as practicable in accordance with the requirements set forth in this Article VIII, the Second Lien Agent, or as the Second Lien Agent may direct, shall arrange to deliver such distributions to or on behalf of such Holders of Allowed Second Lien Claims.

Except as otherwise provided in the Plan, all distributions to Holders of Allowed General Unsecured Claims shall be deemed completed when made to the Disbursing Agent for General Unsecured Claims, who shall be deemed to be the Holder of all General Unsecured Claims for purposes of distributions to be made hereunder. The Disbursing Agent for General Unsecured Claims shall have the authority to administer the General Unsecured Claims Recovery Pool with respect to General Unsecured Claims, including objecting to and/or resolving Allowed General Unsecured Claims; provided, however, that the Disbursing Agent for General Unsecured Claims shall not incur any liability for choosing not to object to any particular General Unsecured Claim. The Disbursing Agent shall hold or direct such distributions for the benefit of the Holders of Allowed General Unsecured Claims.

(d) Delivery of Distributions in General.

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be made to Holders of record as of the Distribution Record Date by the Reorganized Debtors or the applicable Disbursing Agent, as appropriate: (a) to the signatory set forth on any of the Proofs of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have been notified in writing of a change of address); (b) at the addresses set forth in any written notices of address changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, after the date of any related Proof of Claim; (c) at the addresses reflected in the Schedules if no Proof of Claim has been Filed and the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, has not received a written notice of a change of address; or (d) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Subject to this Article VIII, distributions under the Plan on account of Allowed Claims shall not be subject to levy, garnishment, attachment or like legal process, so that each Holder of an Allowed Claim shall have and receive the benefit of the distributions in the manner set forth in the Plan. The Debtors, the Reorganized Debtors and the Disbursing Agent, as applicable, shall not incur any liability whatsoever on account of any distributions under the Plan except for gross negligence or willful misconduct.

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2. Minimum Distributions

Notwithstanding any other provision of the Plan, the Disbursing Agent will not be required to make distributions of Cash less than $50 in value or of New Common Stock less than $50 in value, and each such Claim to which this limitation applies shall be discharged pursuant to Article X and its Holder forever barred pursuant to Article X.G from asserting that Claim against the Reorganized Debtors or their property.

3. Failure to Present Checks

Checks issued by the Disbursing Agent on account of Allowed Claims shall be null and void if not negotiated within 180 days after the issuance of such check. In an effort to ensure that all Holders of Allowed Claims receive their allocated distributions, no later than 90 days after the issuance of such checks, the Reorganized Debtors shall File with the Bankruptcy Court a list of the Holders of any un-negotiated checks. This list shall be maintained and updated periodically in the sole discretion of the Reorganized Debtors for as long as the Chapter 11 Cases stay open. Requests for reissuance of any check shall be made directly to the Disbursing Agent by the Holder of the relevant Allowed Claim with respect to which such check originally was issued. Any Holder of an Allowed Claim holding an un-negotiated check that does not request reissuance of such un-negotiated check within 365 days after the date of mailing or other delivery of such check shall have its Claim for such un-negotiated check discharged and be forever barred, estopped and enjoined from asserting any such Claim against the Reorganized Debtors or their respective property. In such case, any Cash held for payment on account of such Claims shall be property of the Reorganized Debtors, free and clear of any Claims of such Holder with respect thereto and notwithstanding any federal or state escheat laws to the contrary.

4. Undeliverable Distributions and Unclaimed Property

In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, however, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of the later of one year from (a) the Effective Date and (b) the date of the distribution. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or state escheat, abandoned or unclaimed property laws to the contrary), and the Claim of any Holder to such property or Interest in property shall be discharged and forever barred.

G. Withholding and Reporting Requirements

In connection with the Plan and all instruments issued in connection therewith, the Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state or local taxing authority, and the entitlement of any Holder to any distribution under the Plan shall be subject to any such withholding or reporting requirements.

H. Setoffs and Recoupment

Only with respect to Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Other Secured Claims or Cure Claims, the Debtors, the Reorganized Debtors and the Disbursing Agent, as applicable, may withhold (but not set off except as set forth below) from the distributions called for under the Plan on account of any Allowed Claim an amount equal to any claims, equity interests, rights and Causes of Action of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim. In the event that any such claims, equity interests, rights and Causes of Action of any nature that the Debtors or the Reorganized Debtors may hold against the Holder of any such Allowed Claim are adjudicated by Final Order or otherwise resolved, the Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant hereto on account of such Allowed Claim (before any distribution is made on account of such Allowed Claim) the amount of any adjudicated or resolved claims, equity interests, rights and Causes of Action of any nature that the Debtors or the Reorganized Debtors may hold against

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the Holder of any such Allowed Claim, but only to the extent of such adjudicated or resolved amount. Neither the failure to effect such a setoff nor the allowance of any Claim under the Plan shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claims, equity interests, rights and Causes of Action that the Debtors or the Reorganized Debtors may possess against any such Holder, except as specifically provided herein.

I. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such Claim shall be disallowed without a Claim objection having to be Filed and without any further notice to or action, order or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or Reorganized Debtor on account of such Claim, such Holder shall, within two weeks of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan.

2. Claims Payable by Third Parties

No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order or approval of the Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

J. Allocation Between Principal and Accrued Interest

Except as otherwise provided in the Plan, the aggregate consideration paid to holders with respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if any, accrued through the Effective Date.

Article IX.

PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED AND DISPUTED CLAIMS

A. Allowance of Claims

After the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had with respect to any Claim or Interest immediately before the Effective Date.

B. Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Confirmation Date, the Reorganized Debtors shall have the sole authority: (a) to File, withdraw or litigate to judgment objections to Claims or Interests; (b) to settle or compromise any Disputed Claim without any further notice to or action, order or approval by the

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Bankruptcy Court; and (c) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order or approval by the Bankruptcy Court.

After the Effective Date, the Disbursing Agent for General Unsecured Claims shall have the sole authority, with respect to General Unsecured Claims: (a) to File, withdraw or litigate to judgment objections to General Unsecured Claims; (b) to settle or compromise any Disputed General Unsecured Claim without any further notice to or action, order or approval by the Bankruptcy Court; and (c) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order or approval by the Bankruptcy Court; provided, however, that the Disbursing Agent for General Unsecured Claims shall not incur any liability for choosing not to object to any particular General Unsecured Claim; provided, further, that any settlement or compromise with respect to General Unsecured Claims reached by the Debtors prior to the Effective Date shall be honored by the Disbursing Agent for General Unsecured Claims.

C. Estimation of Claims

Before or after the Effective Date, the Debtors or Reorganized Debtors, as applicable, may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during the litigation of any objection to any Claim or Interest or during the appeal relating to such objection. Notwithstanding any provision otherwise in the Plan, a Claim that has been expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim or Interest.

D. Adjustment to Claims Without Objection

Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded, cancelled or otherwise expunged (including pursuant to the Plan), may be adjusted or expunged (including on the Claims Register, to the extent applicable) by the Reorganized Debtors (or, in the case of General Unsecured Claims only, by the Litigation Trustee) without a Claims objection having to be Filed and without any further notice to or action, order or approval of the Bankruptcy Court.

E. Time to File Objections to Claims

Any objections to Claims shall be Filed by the Claims Objection Deadline.

F. Disallowance of Claims

Any Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Other Secured Claims or Cure Claims held by Entities from which property is recoverable under section 542, 543, 550 or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549 or 724(a) of the Bankruptcy Code, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Reorganized Debtors. All Claims Filed on account of an indemnification obligation to a director, officer or employee shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order or approval of the Bankruptcy Court. All Claims Filed on account of an employee benefit shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent the Reorganized Debtors elect

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to honor such employee benefit (or assume the agreement(s) providing such employee benefit are assumed under the Plan), without any further notice to or action, order or approval of the Bankruptcy Court.

EXCEPT AS PROVIDED HEREIN OR OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE CLAIMS BAR DATE SHALL BE DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS ON OR BEFORE THE CONFIRMATION HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL ORDER.

G. Amendments to Claims

On or after the Effective Date, a Claim may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors. Absent such authorization, any new or amended Claim Filed shall be deemed disallowed in full and expunged without any further action.

H. No Distributions Pending Allowance

If an objection to a Claim or portion thereof is Filed as set forth in Article IX.E, no payment or distribution provided under the Plan shall be made on account of such Claim or portion thereof unless and until such Disputed Claim becomes an Allowed Claim.

I. Distributions After Allowance

Unless otherwise provided herein, to the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim the distribution (if any) to which such Holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such Claim unless required under applicable bankruptcy law; provided, however, that Governmental Units shall not be precluded from assessing interest with respect to any Claims arising after the Commencement Date.

Article X.

SETTLEMENT, RELEASE, INJUNCTION AND RELATED PROVISIONS

A. Compromise and Settlement of Claims, Interests and Controversies

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable and reasonable. In accordance with the provisions of the Plan, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle Claims against them and Causes of Action against other Entities.

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B. Releases by the Debtors

PURSUANT TO SECTION 1123(B) OF THE BANKRUPTCY CODE, AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN OR THE PLAN SUPPLEMENT, FOR GOOD AND VALUABLE CONSIDERATION, INCLUDING THE SERVICE OF THE RELEASED PARTIES TO FACILITATE THE EXPEDITIOUS REORGANIZATION OF THE DEBTORS AND THE IMPLEMENTATION OF THE RESTRUCTURING CONTEMPLATED BY THE PLAN, ON AND AFTER THE EFFECTIVE DATE, THE RELEASED PARTIES ARE DEEMED RELEASED AND DISCHARGED BY THE DEBTORS, THE REORGANIZED DEBTORS AND THEIR ESTATES FROM ANY AND ALL CLAIMS, OBLIGATIONS, RIGHTS, SUITS, DAMAGES, CAUSES OF ACTION, REMEDIES AND LIABILITIES WHATSOEVER, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED OR ASSERTABLE ON BEHALF OF THE DEBTORS, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, EXISTING OR HEREINAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT THE DEBTORS, THE REORGANIZED DEBTORS OR THEIR ESTATES WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT IN THEIR OWN RIGHT (WHETHER INDIVIDUALLY OR COLLECTIVELY) OR ON BEHALF OF THE HOLDER OF ANY CLAIM OR INTEREST OR OTHER ENTITY, BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE CHAPTER 11 CASES, THE DEBTORS’ RESTRUCTURING, THE PURCHASE, SALE OR RESCISSION OF THE PURCHASE OR SALE OF ANY SECURITY OF THE DEBTORS OR THE REORGANIZED DEBTORS, THE SUBJECT MATTER OF, OR THE TRANSACTIONS OR EVENTS GIVING RISE TO, ANY CLAIM OR INTEREST THAT IS TREATED IN THE PLAN, THE BUSINESS OR CONTRACTUAL ARRANGEMENTS BETWEEN ANY DEBTOR AND ANY RELEASED PARTY, THE RESTRUCTURING OF CLAIMS AND INTERESTS BEFORE OR DURING THE CHAPTER 11 CASES, THE NEGOTIATION, FORMULATION OR PREPARATION OF THE PLAN AND DISCLOSURE STATEMENT, OR RELATED AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS, UPON ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE CONFIRMATION DATE, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION OF A RELEASED PARTY OR A FORMER OFFICER OR DIRECTOR OF THE DEBTORS THAT CONSTITUTES WILLFUL MISCONDUCT (INCLUDING FRAUD) OR GROSS NEGLIGENCE. FOR THE AVOIDANCE OF DOUBT, ALL AVOIDANCE ACTIONS ARE RELEASED PURSUANT TO THIS PLAN. THE FOREGOING RELEASE SHALL NOT APPLY TO ANY EXPRESS CONTRACTUAL OR FINANCIAL OBLIGATIONS OR ANY RIGHT OR OBLIGATIONS ARISING UNDER OR THAT IS PART OF THE PLAN OR ANY AGREEMENTS ENTERED INTO PURSUANT TO, IN CONNECTION WITH, OR CONTEMPLATED BY THE PLAN.

C. Releases by Holders of Claims and Interests

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, PLAN SUPPLEMENT OR CONFIRMATION ORDER, AS OF THE EFFECTIVE DATE, EACH HOLDER OF A CLAIM OR AN INTEREST AND EACH OF THE RELEASED PARTIES SHALL BE DEEMED TO HAVE CONCLUSIVELY, ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND FOREVER, RELEASED AND DISCHARGED THE DEBTORS, THE REORGANIZED DEBTORS AND THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, INTERESTS, OBLIGATIONS, RIGHTS, SUITS, DAMAGES, CAUSES OF ACTION, REMEDIES AND LIABILITIES WHATSOEVER, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED ON BEHALF OF A DEBTOR, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, EXISTING OR HEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS, THE DEBTORS’ RESTRUCTURING, THE DEBTORS’ CHAPTER 11 CASES, THE PURCHASE, SALE OR RESCISSION OF THE PURCHASE OR SALE OF ANY SECURITY OF THE DEBTORS OR THE REORGANIZED DEBTORS, THE SUBJECT MATTER OF, OR THE TRANSACTIONS OR EVENTS GIVING RISE TO, ANY CLAIM OR INTEREST THAT IS TREATED IN THE PLAN, THE RESTRUCTURING OF CLAIMS AND INTERESTS BEFORE OR DURING THE CHAPTER 11 CASES, THE NEGOTIATION, FORMULATION OR PREPARATION OF THE PLAN, THE DISCLOSURE STATEMENT, THE PLAN

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SUPPLEMENT OR RELATED AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS, UPON ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT OR OTHER OCCURRENCE RELATING TO THE DEBTORS TAKING PLACE ON OR BEFORE THE CONFIRMATION DATE, OTHER THAN CLAIMS OR LIABILITIES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION OF A RELEASED PARTY THAT CONSTITUTES WILLFUL MISCONDUCT (INCLUDING FRAUD) OR GROSS NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASE SET FORTH ABOVE DOES NOT RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY UNDER THE PLAN OR ANY DOCUMENT, INSTRUMENT OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN. NOTHING IN THIS ARTICLE X.C (OR IN ARTICLE VIII.H), EXCEPT WITH RESPECT TO ADMINISTRATIVE OR PRIORITY CLAIMS, LIMITS, ELIMINATES OR EXTINGUISHES A CREDITOR’S RIGHT TO SEEK TO SETOFF, RECOUP, COUNTER-CLAIM, CROSS-CLAIM, RECOVER COSTS, OR OTHERWISE DEFEND ITSELF OR SEEK REIMBURSEMENT, CONTRIBUTION OR INDEMNITY WITH RESPECT TO THE DEFENSE OF ANY CAUSE OF ACTION, OBJECTION TO CLAIM(S) OR OTHER LITIGATION OR PROCEEDING BROUGHT BY OR ON BEHALF OF THE DEBTORS, THE REORGANIZED DEBTORS OR THE DEBTORS’ ESTATES.

D. Limitations on Plan Release and Injunction Provisions with Respect to the Government

NOTHING IN THE PLAN OR THE CONFIRMATION ORDER SHALL DISCHARGE, RELEASE, OR PRECLUDE: (A) ANY LIABILITY TO A GOVERNMENTAL UNIT THAT IS NOT A CLAIM; (B) ANY CLAIM OF A GOVERNMENTAL UNIT ARISING ON OR AFTER THE CONFIRMATION DATE; (C) ANY LIABILITY TO A GOVERNMENTAL UNIT ON THE PART OF ANY PERSON OR ENTITY OTHER THAN THE DEBTORS OR REORGANIZED DEBTORS; (D) ANY VALID RIGHT OF SETOFF OR RECOUPMENT BY A GOVERNMENTAL UNIT; OR (E) ANY CRIMINAL LIABILITY. NOTHING IN THE PLAN OR CONFIRMATION ORDER SHALL ENJOIN OR OTHERWISE BAR ANY GOVERNMENTAL UNIT FROM ASSERTING OR ENFORCING, OUTSIDE THE BANKRUPTCY COURT, ANY LIABILITY DESCRIBED IN THE PRECEDING SENTENCE. THE DISCHARGE AND INJUNCTION PROVISIONS CONTAINED IN THE PLAN AND CONFIRMATION ORDER ARE NOT INTENDED AND SHALL NOT BE CONSTRUED TO BAR ANY GOVERNMENTAL UNIT FROM, AFTER THE CONFIRMATION DATE, PURSUING ANY POLICE OR REGULATORY ACTION. NOTHING IN THE PLAN OR CONFIRMATION ORDER LIMITS OR EXPANDS THE DISCHARGE AND INJUNCTION TO WHICH THE DEBTORS OR REORGANIZED DEBTORS ARE ENTITLED UNDER THE BANKRUPTCY CODE.

E. Exculpation

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN OR PLAN SUPPLEMENT, NO EXCULPATED PARTY SHALL HAVE OR INCUR, AND EACH EXCULPATED PARTY IS HEREBY RELEASED AND EXCULPATED FROM ANY EXCULPATED CLAIM, BUT IN ALL RESPECTS SUCH ENTITIES SHALL BE ENTITLED TO REASONABLY RELY UPON THE ADVICE OF COUNSEL WITH RESPECT TO THEIR DUTIES AND RESPONSIBILITIES PURSUANT TO THE PLAN. THE EXCULPATED PARTIES HAVE PARTICIPATED IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE WITH REGARD TO THE SOLICITATION AND DISTRIBUTION OF THE SECURITIES PURSUANT TO THE PLAN, AND, THEREFORE, ARE NOT, AND ON ACCOUNT OF SUCH DISTRIBUTIONS SHALL NOT BE, LIABLE AT ANY TIME FOR THE VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION GOVERNING THE SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE PLAN OR SUCH DISTRIBUTIONS MADE PURSUANT TO THE PLAN, INCLUDING THE ISSUANCE OF SECURITIES THEREUNDER. NOTHING PROVIDED HEREIN SHALL APPLY TO ANY EXPRESS CONTRACTUAL OR FINANCIAL OBLIGATIONS OR ANY RIGHT OR OBLIGATION ARISING UNDER OR THAT IS PART OF THE PLAN OR ANY AGREEMENT ENTERED INTO PURSUANT TO, IN CONNECTION WITH, OR CONTEMPLATED BY THE PLAN.

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F. Discharge of Claims and Termination of Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument or other agreement or document created pursuant to the Plan, the distributions, rights and treatment that are provided in the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services performed by employees of the Debtors before the Effective Date and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, in each case whether or not: (a) a Proof of Claim based upon such debt, right or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted the Plan. Any default by the Debtors or their Affiliates with respect to any Claim or Interest that existed immediately before or on account of the filing of the Chapter 11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring; provided, however, that nothing in the Plan, Plan Supplement or Confirmation Order shall limit the United States’ rights to amend or File Claims after the applicable Claims Bar Date consistent with applicable law.

G. Injunction

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, PLAN SUPPLEMENT OR CONFIRMATION ORDER, FROM AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER, ANY SUIT, ACTION OR OTHER PROCEEDING, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, INTEREST OR REMEDY RELEASED OR TO BE RELEASED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER.

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, PLAN SUPPLEMENT OR CONFIRMATION ORDER, FROM AND AFTER THE EFFECTIVE DATE, TO THE EXTENT OF THE RELEASES AND EXCULPATION GRANTED IN ARTICLE X HEREOF, EACH HOLDER OF A CLAIM OR AN INTEREST SHALL BE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN ANY MANNER AGAINST THE RELEASED PARTIES AND THE EXCULPATED PARTIES AND THEIR ASSETS AND PROPERTIES, AS THE CASE MAY BE, ANY SUIT, ACTION OR OTHER PROCEEDING, ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT, RIGHT, CAUSE OF ACTION, INTEREST OR REMEDY RELEASED OR TO BE RELEASED PURSUANT TO ARTICLE X HEREOF.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, THE PLAN SUPPLEMENT OR RELATED DOCUMENTS, OR IN OBLIGATIONS ISSUED PURSUANT TO THE PLAN, ALL ENTITIES WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE BEEN RELEASED PURSUANT TO ARTICLE X.B. OR C., DISCHARGED PURSUANT TO ARTICLE X.F., OR ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE X.E. ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (B) ENFORCING, ATTACHING, COLLECTING OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR

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INTERESTS; (C) CREATING, PERFECTING OR ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST SUCH ENTITIES OR THE PROPERTY OR ESTATE OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; AND (D) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS RELEASED OR SETTLED PURSUANT TO THE PLAN.

THE RIGHTS AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND INTERESTS HEREIN SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION OF CLAIMS AND INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON CLAIMS FROM AND AFTER THE PETITION DATE, AGAINST THE DEBTORS OR ANY OF THEIR ASSETS, PROPERTY OR ESTATES. ON THE EFFECTIVE DATE, ALL SUCH CLAIMS AGAINST THE DEBTORS SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE CANCELLED.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN OR IN OBLIGATIONS ISSUED PURSUANT HERETO FROM AND AFTER THE EFFECTIVE DATE, ALL CLAIMS SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE CANCELLED, AND THE DEBTORS’ LIABILITY WITH RESPECT THERETO SHALL BE EXTINGUISHED COMPLETELY, INCLUDING ANY LIABILITY OF THE KIND SPECIFIED UNDER SECTION 502(G) OF THE BANKRUPTCY CODE.

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, PLAN SUPPLEMENT OR CONFIRMATION ORDER, ALL ENTITIES SHALL BE PRECLUDED FROM ASSERTING AGAINST THE DEBTORS, THE DEBTORS’ ESTATES, THE REORGANIZED DEBTORS, EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH OF THEIR ASSETS AND PROPERTIES, ANY OTHER CLAIMS OR INTERESTS BASED UPON ANY DOCUMENTS, INSTRUMENTS OR ANY ACT OR OMISSION, TRANSACTION OR OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED BEFORE THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT NOTHING IN THE PLAN, PLAN SUPPLEMENT OR CONFIRMATION ORDER SHALL LIMIT THE UNITED STATES’ RIGHTS TO AMEND OR FILE CLAIMS AFTER THE APPLICABLE CLAIMS BAR DATE CONSISTENT WITH APPLICABLE LAW.

H. Release of Liens

Except as otherwise provided herein, in the New Loans or in any other contract, instrument, release or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, (a) all mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall be fully released and discharged, (b) all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges or other security interests shall revert to the Reorganized Debtor and its successors and assigns.

I. Term of Injunctions or Stays

Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.

J. Protection Against Discriminatory Treatment

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend or refuse to renew a license, permit, charter, franchise or other similar grant to, condition such a grant to,

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discriminate with respect to such a grant against, the Reorganized Debtors or another Entity with whom such Reorganized Debtors have been associated, solely because one of the Debtors has been a debtor under chapter 11, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtor is granted or denied a discharge) or has not paid a debt that is dischargeable in the Chapter 11 Cases.

Article XI.

CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE

A. Conditions Precedent to Confirmation

It shall be a condition to Confirmation that all provisions, terms and conditions hereof are approved in the Confirmation Order.

B. Conditions Precedent to the Effective Date

It shall be a condition to the Effective Date that the following provisions, terms and conditions shall have been satisfied or waived pursuant to the provisions of Article XI.C. hereof.

1. The Confirmation Order (a) shall be a Final Order in form and substance acceptable to the Debtors and the Ad Hoc Group of Senior Secured Noteholders and (b) shall include a finding by the Bankruptcy Court that the New Common Stock to be issued on the Effective Date will be authorized and exempt from registration under applicable securities law pursuant to section 1145 of the Bankruptcy Code.

2. The Plan, including any amendments, modifications or supplements thereto shall be reasonably acceptable to the Debtors and the Ad Hoc Group of Senior Secured Noteholders.

3. Any amendments, modifications or supplements to the Plan (including the Plan Supplement) shall be reasonably acceptable to the Debtors and the Ad Hoc Group of Senior Secured Noteholders.

4. The New Loans shall have been executed and delivered by all of the Entities that are parties thereto, and all of the conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof.

5. All actions, documents, certificates and agreements necessary to implement this Plan shall have been effected or executed and delivered to the required parties and, to the extent required, Filed with the applicable governmental units in accordance with applicable laws.

6. The DOT Notification shall have occurred.

C. Waiver of Conditions

The conditions to Confirmation and to Consummation set forth in Article XI may be waived only by the Person whom is entitled to satisfaction of such condition, without notice, leave or order of the Bankruptcy Court or any formal action other than proceeding to confirm or consummate the Plan.

D. Effect of Failure of Conditions

If the Consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (a) constitute a waiver or release of any claims by or Claims against or Equity Interests in the Debtors; (b) prejudice in any manner the rights of the Debtors, any Holders or any other Entity; or (c) constitute an admission, acknowledgment, offer or undertaking by the Debtors, any Holders or any other Entity in any respect.

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Article XII.

MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

A. Modification and Amendments

Except as otherwise specifically provided in the Plan, the Debtors reserve the right to modify the Plan, whether such modification is material or immaterial, and seek Confirmation consistent with the Bankruptcy Code. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 (as well as those restrictions on modifications set forth in the Plan), each of the Debtors expressly reserves its respective rights to revoke or withdraw, to alter, amend or modify the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend or modify the Plan, or remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan

B. Effect of Confirmation on Modifications

Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan occurring after the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of the Plan

The Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then: (a) the Plan shall be null and void in all respects; (b) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (c) nothing contained in the Plan shall: (i) constitute a waiver or release of any Claims or Interests; (ii) prejudice in any manner the rights of such Debtor or any other Entity; or (iii) constitute an admission, acknowledgement, offer or undertaking of any sort by such Debtor or any other Entity.

Article XIII.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases and all matters, arising out of, or related to, the Chapter 11 Cases and the Plan including jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate or establish the priority, secured or unsecured status or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the secured or unsecured status, priority, amount or allowance of Claims;

2. decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;

3. resolve any matters related to: (a) the assumption, assumption and assignment or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable in any manner and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Rejection Claims, Cure Claims pursuant to section 365 of the Bankruptcy Code or any other matter related to such Executory Contract or Unexpired Lease; (b) any potential contractual obligation under any Executory Contract or Unexpired

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Lease that is assumed; (c) the Reorganized Debtors amending, modifying or supplementing, after the Effective Date, pursuant to Article VII, the list of Executory Contracts and Unexpired Leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired;

4. ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of the Plan;

5. adjudicate, decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;

6. adjudicate, decide or resolve any and all matters related to Causes of Action;

7. adjudicate, decide or resolve any and all matters related to section 1141 of the Bankruptcy Code;

8. enter and enforce any order for the sale of property pursuant to sections 363, 1123 or 1146(a) of the Bankruptcy Code;

9. resolve any cases, controversies, suits, disputes or Causes of Action that may arise in connection with the Consummation, interpretation or enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;

10. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;

11. resolve any cases, controversies, suits, disputes or Causes of Action with respect to the discharge, releases, injunctions, exculpations, indemnifications and other provisions contained in Article X and enter such orders as may be necessary or appropriate to implement such releases, injunctions and other provisions;

12. resolve any cases, controversies, suits, disputes or Causes of Action with respect to the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim for amounts not timely repaid pursuant to Article VIII.I;

13. enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated;

14. determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or other agreement or document created in connection with the Plan or the Disclosure Statement;

15. adjudicate any and all disputes arising from or relating to distributions under the Plan;

16. consider any modifications of the Plan, to cure any defect or omission or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;

17. determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code;

18. hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan, or the Confirmation Order, including disputes arising under agreements, documents or instruments executed in connection with the Plan;

19. hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

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20. hear and determine all disputes involving the existence, nature or scope of the any discharges, exculpations, injunctions and releases granted in connection with the Plan, including under Article X;

21. enforce all orders previously entered by the Bankruptcy Court;

22. hear any other matter not inconsistent with the Bankruptcy Code; and

23. enter an order concluding or closing the Chapter 11 Cases.

Article XIV.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Upon the Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors and any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors or Reorganized Debtors, as applicable, and all Holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

C. Dissolution of Committee

On the Effective Date, any statutory committee appointed in the Chapter 11 Cases shall dissolve and members thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases.

D. Reservation of Rights

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. Neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with respect to the Plan, the Disclosure Statement or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests before the Effective Date.

E. Successors and Assigns

The rights, benefits and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, manager, agent, representative, attorney, beneficiaries or guardian, if any, of each Entity.

F. Notices

To be effective, all notices, requests and demands to or upon the Debtors shall be in writing (including e- mail) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when

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actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed to the following:

If to the Debtors:

Global Aviation Holdings Inc. 101 World Drive Peachtree City, GA 30269-6965 Attention: Brian Gillman, Esq. E-mail: [email protected]

With copies to:

Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Jonathan S. Henes, Esq. Christopher T. Greco, Esq. E-mail: [email protected] [email protected]

- and -

Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Attention: Ryan B. Bennett, Esq. E-mail: [email protected]

If to the Senior Secured Noteholders:

Latham & Watkins LLP 885 Third Avenue New York New York 10022 Attn.: Mark A. Broude, Esq. E-mail: [email protected]

If to the Second Lien Lenders:

Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn.: Joshua A. Feltman, Esq. E-mail: [email protected]

If to the Creditors’ Committee:

Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 Attn.: Sharon L. Levine, Esq. E-mail: [email protected]

After the Effective Date, the Debtors may, in their sole discretion, notify Entities that, in order to continue receiving documents pursuant to Bankruptcy Rule 2002, such Entities must File a renewed request to receive

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documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

G. Entire Agreement

Except as otherwise indicated, the Plan and the Plan Supplement supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated into the Plan.

H. Severability of Plan Provisions

If, before Confirmation of the Plan, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified without the Debtors’ consent; and (c) nonseverable and mutually dependent.

I. Exhibits

All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available at the Notice and Claims Agent’s website, http://www.kccllc.net/globalaviation, upon written request to the Debtors’ counsel or at the Bankruptcy Court’s web site at www.nyeb.uscourts.gov). To the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control.

J. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code and any applicable non-bankruptcy law, and pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and their respective Affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors and attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale and purchase of Plan Securities offered and sold under the Plan, and, therefore, will have no liability for the violation of any applicable law, rule or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale or purchase of the Plan Securities offered and sold under the Plan.

K. Closing of Chapter 11 Cases

The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

L. Conflicts

Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement or any other order (other than the Confirmation Order) referenced in the Plan (or any exhibits, schedules, appendices, supplements or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision

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of the Plan, the Plan shall govern and control; provided, however, that if there is a conflict between this Plan and a Plan Supplement document, the Plan Supplement document shall govern and control.

M. Filing of Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court all agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions hereof.

N. Leased GECAS Equipment

Notwithstanding any provision in the Plan and for the avoidance of doubt, nothing in the Plan (including, without limitation, Article VII hereof) shall affect, alter, amend, change, or otherwise interfere with, in any way (X) any rights or claims that GE Capital Aviation Services LLC or GE Capital Aviation Services Limited, each in its capacity as lease manager, or any of their respective affiliates or serviced entities, in its capacity as lessor or owner trustee (collectively, “GECAS”), has or could have against any of the Debtors or any of the Reorganized Debtors pursuant to the (i) Order Authorizing the Debtors to (A) Assume Certain Aircraft Leases, as Amended, with Affiliates and Serviced Entities of GE Capital Aviation Services LLC and GE Capital Aviation Services Limited as Lease Manager and (B) File Such Amended Aircraft Leases Under Seal, dated June 15, 2012 [Docket No. 430], (ii) Order Authorizing the Debtors to (A) Assume Certain Aircraft Leases, As Amended, With Affiliates and Serviced Entities of GE Capital Aviation Services LLC and GE Capital Aviation Services Limited as Lease Manager and (B) File Such Amended Aircraft Leases Under Seal, dated July 11, 2012 [Docket No. 492], (iii) Notice of Election Pursuant to Section 1110(a) of the Bankruptcy Code, dated April 5, 2012 [Docket No. 326], (iv) Stipulation and Order Approving Section 1110(b) Extension, dated April 5, 2012, which the Bankruptcy Court authorized on April 25, 2012 [Docket No. 358], (v) Stipulation and Order Approving Section 1110(b) Extension, dated April 11, 2012, which the Bankruptcy Court authorized on April 25, 2012 [Docket No. 359], or (vi) Stipulation and Order Approving Section 1110(b) Extension, dated June 15, 2012, which the Bankruptcy Court authorized on July 3, 2012 [Docket No. 472]; and (Y) the obligations and liabilities of any Debtor or any Reorganized Debtor that is a party to any of the foregoing, including, but not limited to, Global Aviation, in its capacity as guarantor; provided, however, that the terms of the Plan shall apply to the treatment and satisfaction of any Claims specifically referenced in any of the foregoing orders or stipulations and orders, or any proofs of claim filed by GECAS or any of its affiliates or serviced entities.

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Dated: December 5, 2012 GLOBAL AVIATION HOLDINGS INCORPORATED, on behalf of itself and each of the other Debtors

By: /s/ William A. Garrett Name: William A. Garrett Title: Executive Vice President and Chief Financial Officer of Global Aviation Holdings Inc.

COUNSEL:

/s/ Jonathan S. Henes James H.M. Sprayregen Jonathan S. Henes Christopher T. Greco KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

Counsel to the Debtors and Debtors in Possession

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United States Bankruptcy Court Eastern District Of New York 271 Cadman Plaza East, Suite 1595 Brooklyn, NY 11201−1800

IN RE: CASE NO: 1−12−40783−cec Global Aviation Holdings Inc. fka New ATA Holdings, Inc. fka Global Aero Logistics, Inc. fka ATA Holdings, Corp. Social Security/Individual Taxpayer ID/Taxpayer ID/Employer ID No.: CHAPTER: 11 20−4222196 DEBTOR(s)

NOTICE OF ENTRY OF ORDER CONFIRMING CHAPTER 11 PLAN OF REORGANIZATION

NOTICE TO DEBTOR(S), CREDITOR(S) AND INTERESTED PARTIES

Notice is hereby given that: In accordance with Bankruptcy Rule 2002, an order was signed on December 10, 2012 confirming the debtor's Chapter 11 Plan of Reorganization. The Order Confirming the Plan of Reorganization is on file and available for inspection in the Clerk's Office, 271 Cadman Plaza East, Suite 1595 Brooklyn, NY 11201−1800

Dated: December 11, 2012

For the Court, Robert A. Gavin, Jr., Clerk of Court

BLeoc.jsp [Notice Confirming Chapter 11 Plan rev. 05/23/07] Case 1-12-40783-cec Doc 823-3 Filed 12/10/12 Entered 12/11/12 10:38:03

Notice Recipients

District/Off: 0207−1 User: adobson Date Created: 12/11/2012 Case: 1−12−40783−cec Form ID: 225 Total: 82

Recipients of Notice of Electronic Filing: aty Jonathan Henes [email protected] aty Maria A Bove [email protected] TOTAL: 2

Recipients submitted to the BNC (Bankruptcy Noticing Center): db Global Aviation Holdings Inc. 101 World Drive Peachtree City, GA 30269 smg United States of America Secretary of the Treasury 15th Street &Pennsylvania Ave. NW Washington, DC 20220 smg NYS Unemployment Insurance Attn: Insolvency Unit Bldg. #12, Room 256 Albany, NY 12201 smg NYS Department of Taxation &Finance Bankruptcy Unit PO Box 5300 Albany, NY 12205 smg Internal Revenue Service PO Box 7346 Philadelphia, PA 19101−7346 smg NYC Department of Finance 345 Adams Street, 3rd Floor Attn: Legal Affairs − Devora Cohn Brooklyn, NY 11201 smg United States Trustee Office of the United States Trustee 271 Cadman Plaza East Brooklyn, NY 11201 7674673 AMETEK c/o Anne M. Aaronson, Esquire Dilworth Paxson LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 7551398 ATA Plan Trust and ATA Airlines Inc c/o Steve Turoff Campbell Centre − North Tower 8350 North Central Expressway Suite 700 Dallas TX 75206 7551397 ATA Plan Trust and ATA Airlines, Inc c/o Haynes &Boone LLP 30 Rockefeller Plaza, 26th Floor New York NY 11010 7551392 ATA Plan Trust and ATA Airlines, Inc c/o Haynes &Boone, LLP 1 Houston Center 1221 McKinney Street, Suite 2100 Houston TX 77010 7557504 Air Line Pilots Association International c/o Cohen, Weiss and Simon LLP 330 West 42nd Street, 25th Floor New York, NY 10036 Attn: Danya Ahmed, Esq. 7814211 Air Line Pilots Association, International c/o Cohen, Weiss and Simon LLP 330 West 42nd Street − 25th Fl New York, NY 10036 Attention: Joseph J. Vitale, Esq. 7815289 Air Line Pilots Association, International c/o Cohen, Weiss and Simon LLP 330 West 42nd Street − 25th Fl New York, NY 10036 Attn: Peter Herman, Esq. 7570847 Aircastle Advisor LLC Attn: Bradley D. Johnson, Special Counse 3094 NE Harrison Street Issaquah, Washington 98029 7569745 Aircastle Advisor LLC Attn: James H. Rollins, Esq. Holland &Knight LLP 1201 West Peachtree Street, N.E. One Atlantic Center, Ste 2000 Atlanta, GA 30309 7694402 Aircraft Service International, Inc. d/b/a Aircraft Service International Group LeClairRyan, A Professional Corporation Attn: Gregory J. Mascitti, Esq. 885 Third Avenue, Sixteenth Floor New York, New York 10022 7566289 Aquila Aircraft Leasing Limited Vedder Price PC 1633 Broadway, 47th Floor New York, New York 10019 Attention: Michael J. Edelman, Esq. 7566290 Aquila Aircraft Leasing Limited Vedder Price PC 222 North LaSalle Street, Suite 2600 Chicago, Illinois 60601 Attention: Douglas J. Lipke, Esq. 7561133 BBAM 92 Statutory Trust c/o Scott D. Talmadge, Esq. Kaye Scholer LLP 425 Park Avenue New York, NY 10022 7559074 BBAM Aircraft Holdings 91 LLC White &Case LLP c/o Charles Koster 1155 Avenue of the Americas New York, NY 10036 7559075 BBAM Aircraft Holdings 91 LLC White &Case LLP c/o Roberto J. Kampfner c/o Lauren C. Fujiu 633 West Fifth Street, Suite 1900 Los Angeles, CA 90071 7560131 Bankruptcy Administration IKON Financial Services 1738 Bass Road P.O. Box 13708 Macon, GA 31208−3708 7564290 Boeing Capital Corporation and its affiliates Steven M. Hedberg, Esq. Jeanette L. Thomas, Esq. Perkins Coie LLP 1120 N.W. Couch St., 10th Fl. Portland, OR 97209 7588123 Bradley S. Shraiberg, Esq. Shraiberg, Ferrara &Landau, P.A. 2385 NW Executive Center Drive Suite 300 Boca Raton, FL 33431 7601163 Cargolux Airlines International, S.A. c/o Andrew C. Gold Herrick, Feinstein LLP Two Park Avenue New York, New York 10016 7646768 Cisco Systems Capital Corporation c/o Bialson, Bergen &Schwab 2600 El Camino Real − Suite 300 Palo Alto, CA 94306 7568382 City of Grapevine, Grapevine−Colleyville ISD c/o Elizabeth Banda Calvo Perdue Brandon Fielder Collins &Mott, L PO Box 13430 Arlington, TX 76094−0430 7870701 City of Los Angeles c/o KAYE SCHOLER LLP 425 Park Avenue New York, New York 10022 7763521 Commonwealth of Pennsylvania Dept of Revenue c/o Office of the Attorney General 21 S. 12th Street, 3rd Floor Philadelphia PA 19107−3603 7598161 Dell Financial Services, LLC c/o Farrell Fritz, PC Attn: Ted Berkowitz/Veronique Urban 1320 RXR Plaza Uniondale, NY 11556−1320 7599740 Dell Financial Services, LLC c/o Streusand, Landon &Ozburn, LLP Attn: Sabrina L. Streusand, Esq. 811 Barton Springs Rd., Ste 811 Austin, TX 78704 Case 1-12-40783-cec Doc 823-3 Filed 12/10/12 Entered 12/11/12 10:38:03

7550788 Delta Air Lines, Inc. Christopher F. Graham, Esq. McKenna Long &Aldridge LLP 230 Park Avenue, Suite 1700 New York, New York 10169 7551810 Delta Air Lines, Inc. Henry F. Sewell, Jr., Esq. McKenna Long &Aldridge LLP 303 Peachtree St., Ste. 5300 Atlanta, GA 30308 7564363 Engine Lease Finance Corporation Barbra R. Parlin, Esq. Holland &Knight LLP 31 West 52nd Street New York, NY 10019 7565558 Engine Lease Finance Corporation James H. Rollins, Esq. Holland &Knight LLP 1201 West Peachtree St., NE One Atlantic Center, Ste. 2000 Atlanta, GA 30309 7833106 Equilon Enterprises LLC dba Shell Oil Products US Travis Torrence Fulbright &Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, Texas 77010−3095 7566616 GE Capital Aviation Services LLC Weil, Gotshal &Manges LLP 767 Fifth Avenue New York, New York 10153 Richard P. Krasnow/Jacqueline Marcus, Es Frank Grese, Esq. 7578187 GSO Capital Partners LP c/o Wachtell, Lipton, Rosen &Katz 51 West 52nd Street New York, NY 10019 Attn: Joshua A. Feltman &David C. Bryan 7556246 Goodrich Corporation Attn: Beth E. Hansen, Esq. Four Coliseum Centre 2730 West Tyvola Road Charlotte, NC 28217 7556245 Goodrich Corporation c/o Sheppard Mullin Richter &Hampton LL Attn: Carren B. Shulman, Esq. 30 Rockefeller Plaza New York, NY 10112 7556244 Goodrich Corporation c/o Sheppard Mullin Richter &Hampton LL Attn: Malani J. Cademartori, Esq. 30 Rockefeller Plaza New York, NY 10112 7663107 Harris County c/o John P. Dillman Linebarger Goggan Blair &Sampson, LLP P.O. Box 3064 Houston, TX 77253−3064 7607500 IKON Office Solutions Recovery &Bankruptcy Group 3920 Arkwright Road, Suite 400 Macon GA 31210 7571908 Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101−7346 7558104 International Brotherhood of Teamsters, Airline Division c/o Levy Ratner, PC 80 Eighth Avenue New York, NY 10011 7557156 International Lease Finance Corp and AeroTurbine, Inc. Attn: Evan R. Fleck Milbank, Tweed, Hadley &McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 7557157 International Lease Finance Corp and AeroTurbine, Inc. Attn: Risa M. Rosenberg Milbank, Tweed, Hadley &McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 7556352 International Lease Finance Corp and AeroTurbine, Inc. Attn: Wilbur F. Foster, Jr. Milbank, Tweed, Hadley &McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 7570798 International Lease Finance Corp Wilbur F. Foster, Jr/Evan R. Fleck Risa M. Rosenberg Milbank, Tweed, Hadley &McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 7676777 Jet Services c/o John W. Bonney, Esq. Law Office of John W. Bonney, P.C. 5416 Tidewater Drive Norfolk VA 23509 7632288 L'Agence pour la Securite de la Navigation Aerienne en Afrique et a Madagascar c/o Brown Gavalas &Fromm LLP 355 Lexington Avenue New York, New York 10017 7550205 LATHAM &WATKINS LLP Mark A. Broude 885 Third Avenue New York, New York 10022 Telephone: (212) 906−1200 7562610 Lowenstein Sandler PC Sharon L. Levine, Esq. S. Jason Teele, Esq. 1251 Avenue of the Americas 18th Floor New York, NY 10020 7562611 Lowenstein Sandler PC Sharon L. Levine, Esq. s. Jason Teele, Esq. 65 Livingston Avenue Roseland, NJ 07068 7596420 Lufthansa Technik AG c/o Wilmer Cutler Pickering Hale and Dorr LLP 399 Park Avenue New York, NY 10022 7607722 Mariah Fuels, Ltd Michael R. Carney McKool Smith, P.C One Bryant Park, 47th Floor New York, New York 10036 7630696 Microsoft Corporation and Microsoft Licensing GP c/o Maria A. Milano Riddell Williams P.S. 1001 Fourth Avenue, Suite 4500 Seattle, WA 98154 7564047 Pratt &Whitney, a div. of United Technologies Corporation c/o Day Pitney LLP 400 Main Street East Hartford, CT 06106 7867884 Prologis Logistics Services Incorporated c/o Matthew S. Tamasco, Esq. Schnader Harrison Segal &Lewis LLP 140 Broadway, Suite 3100 New York, NY 10005−1101 7611520 Ricoh Americas Corporation Attn: Bankruptcy 3920 Arkwright Road Suite 400 Macon, GA 31210 7554986 Riverside Claims LLC P.O. Box 626 Planetarium Station New York, NY 10024 7615980 SCIS Air Security Corporation c/o Michael D. Warner, Esq. Cole Schotz Meisel Forman &Leonard, PA 301 Commerce St., Ste 1700 Fort Worth, TX 76102 7598162 STREUSAND, LANDON &OZBURN, LLP Attn: Sabrina L. Streusand, Esq. 811 Barton Springs Rd., Suite 811 Austin, Texas 78704 7628623 Sabre Inc. c/o Stephen C. Stapleton Cowles &Thompson, PC 901 Main Street, Suite 3900 Dallas, TX 75202 7550204 Senior Noteholder Group c/o Latham &Watkins LLP 885 Third Avenue New York, 10022 7597190 Sky Chefs, Inc. c/o Michael D. Warner, Esq. Cole, Schotz, Meisel, Forman &Leonard, 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 7747207 State of Michigan, Department of Treasury Bill Schuette, Attorney General 3030 West Grand Blvd Cadillac Place, Suite 10−200 Detroit, MI 48202 7571752 Tarrant County Linebarger Goggan Blair &Sampson, LLP c/o Elizabeth Weller 2323 Bryan Street, Ste 1600 Dallas, TX 75201 7746919 Texas Comptroller of Public Accounts Jason Starks, Asst. Attorney General c/o Sherri K. Simpson, Paralegal P.O. Box 12548 Austin, TX 78711−2548 7747059 Texas Workforce Commission c/o Sherri K. Simpson Bankruptcy &Collections Div. PO Box 12548 Austin, TX 78711−2548 7767106 The Port Authority of New York and New Jersey Office of James M. Begley, Esq. Attn: Lisa Marcoccia 225 Park Avenue South, 13th Floor New York, New York 10003 Case 1-12-40783-cec Doc 823-3 Filed 12/10/12 Entered 12/11/12 10:38:03

7627201 The Port Authority of New York and New Jersey Office of James M. Begley, Esq. Attn: Margaret Taylor Finucane 225 Park Avenue South − 13th Floor New York, NY 10003 7569760 United States of America Bonni J. Perlin Assistant United States Attorney 271 Cadman Plaza East Brooklyn, NY 11201 7569349 United States of America c/o Andrea Horowitz Handel US Dept of Justice, Civil Div. PO Box 875 Ben Franklin Station Washington, DC 20044 7554762 UnitedHealthcare Insurance Company c/o Shipman &Goodwin LLP Attn: Julie A. Manning, Esq. One Constitution Plaza Hartford, CT 06103−1919 7553791 WORLD (DE) QRS 15−65, INC. Alan J. Lipkin, Esq. Willkie Farr &Gallagher LLP 787 Seventh Avenue New York, NY 10019−6099 7564221 Wilmington Trust Company c/o Arent Fox LLP Andrew I. Silfen/Ronni N. Arnold 1675 Broadway New York, New York 10019 7636389 Wilmington Trust Company c/o Lester M. Bridgeman Zieman, Speegle, Jackson &Hoffman, LLC Post Office Box 11 Mobile, AL 36601 7566544 World Fuel Services, Inc. Andrew Rosenblatt, Esq. Meghan Towers, Esq. Chadbourne &Parke LLP 30 Rockefeller Plaza New York, New York 10112 TOTAL: 80