LAW OFFICE OF JOHN MIETUS, LLC 6701 DEMOCRACY BOULEVARD, SUITE 300 BETHESDA, MD 20817-7500

JOHN R. MIETUS, JR. (202) 747-5212 [email protected]

October 27, 2014

BY ELECTRONIC MAIL

Ms. Catherine O’Toole Air Carrier Fitness Division Department of Transportation 1200 New Jersey Avenue, SE Washington, DC 20590

Re: Eastern Air Lines Group, Inc., Dockets OST-2014-0012/0013

Dear Ms. O’Toole:

By letter dated October 9, 2014, you requested that Eastern Air Lines Group, Inc. (“Eastern”) provide certain additional information relating to the above- captioned applications. Eastern’s responses follow.

Ownership

Individuals holding actual or beneficial interests as PPO Stockholders, and individuals or entities holding actual or beneficial interests in ACPG LLC, 1848 Skyworks LLC (in turn owned by 1848 Aviation Partners and 1848 Blueco), and Pitcairn Aviation LLC, are listed in Confidential Exhibit J, filed under seal together with a request for confidential treatment. (Persons and entities holding 10% or more of each entity have already been identified in prior, public filings.) Eastern does not have beneficial ownership information for entity shareholders in 1848 Blueco not directly affiliated with 1848 Capital Partners. For those shareholders, an individual investment contact and address are shown.

Financial Position

A balance sheet and an updated start-up cost reconciliation (in lieu of an income statement) as of September 30, 2014 are attached as Exhibit 16.

As requested by the Department, Eastern is resubmitting as Exhibit 17 the line of credit made available to Eastern by VV-DC Eastern Investments, LLC and third-

Eastern Air Lines Exhibit 16 (3 pages) Eastern Air Lines Group, Inc. Balance Sheet - September 30, 2014

Current assets;

Cash on hand $ 9,886,509 Restricted cash )deposits) Restricted cash (credit card holdback) Prepaid expenses 7,835 Total current assets 9,894,344

Fixed assets 127,626

Aircraft deposits 295,000

Intangible assets - trademark 654,287

Capitalized financing costs 1,129,255

Total assets $ 12,100,512

Current liabilities;

Accounts payable $ 138,013 Accrued expenses 15,000 Unearned passenger revenue Total current liabilities 153,013

Debt;

Senior Subordinated Total debt 0

Total liabilities 153,013

Equity;

Stock 14,172,841 Start-up losses to date (including 2013 and prior) (2,225,342) Total equity 11,947,499

Total liabilties and equity $ 12,100,512 Start Up Costs 2014 Start Up Cost Budget Actual March April May June July August September Total 9/30/2014

Corporate Staff 1 1 3 5 9 11 15 Personnel Salaries CEO 1 15000 15000 0 0 15,000 15,000 15,000 15,000 15,000 75,000 Flight Operations VP-Flight Ops / Director of Ops 1 12500 12500 10,000 10,000 10,000 10,000 40,000 Chief Pilot 1 9166 9166 4,583 9,166 9,166 22,915 Director of Safety 1 8500 8500 8,500 8,500 8,500 25,500 Director - In Flight 1 5500 7500 7,500 7,500 7,500 22,500 Director -SOC (System Control) 1 7500 7500 7,500 7,500 Flight Dispatch 1 3500 3500 0 Maintenance VP- Tech Ops and Dir of Maintenance 1 12500 12500 10,000 10,000 10,000 10,000 10,000 50,000 Chief Inspector 1 7500 7500 7,500 7,500 7,500 22,500 Manager - Maintenance Control 1 7000 7000 7,000 7,000 CASS QA Audit 1 4500 4500 0 Marketing 1 12500 12500 4,000 4,000 4,000 4,000 4,000 20,000 1 5000 5000 0 Station Operations 1 8500 8500 8,500 8,500 1 5000 5000 0 CFO 1 10000 10000 12,500 12,500 12,500 12,500 50,000 Controller 1 5000 5000 0 IT Systems (CCIT) 1 10000 12500 5,000 5,000 10,000 1 4000 10000 0 HR/Administration 1 8500 8500 7,500 7,500 15,000 2 5000 5000 5,000 5,000 22 100% 177166 0 0 29,000 51,500 79,583 96,666 124,666 381,415 Payroll taxes @ 10% 7,958 9,667 12,467 30,092 Benefits at $1k pp 9,000 11,000 15,000 35,000 0 0 29,000 51,500 96,541 117,333 152,133 446,507 434,859

CORPORATE (Detail in Corporate Sheet) Expenses 0 0 15,109 17,446 18,629 18,849 19,481 89,513 95,360 Rent 2,060 2,060 2,060 2,060 5,618 5,618 9,363 28,837 14,506 IT Software 0 0 5,000 10,000 10,000 10,000 10,000 45,000 50,335 Travel 0 5,000 5,000 10,000 10,000 15,000 15,000 60,000 150,226 Directors & Officers Insurance 0 11,000 6,000 6,000 6,000 6,000 6,000 41,000 39,542 Eastern Brand Development and Sponsorships 0 150,000 25,000 25,000 25,000 25,000 25,000 275,000 272,073 2,060 168,060 58,168 70,506 75,246 80,466 84,844 539,349 622,042

Total Corporate and Salaries 2,060 168,060 87,168 122,006 171,787 197,799 236,976 985,856 1,056,901

Legal 25,000 0 15,000 15,000 15,000 10,000 10,000 10,000 75,000 180,718 HR Consultants 20,000 20,000 20,000 20,000 20,000 100,000 60,400 DOT Consultants 0 82,500 82,500 75,000 75,000 75,000 75,000 465,000 501,144 0 97,500 117,500 110,000 105,000 105,000 105,000 640,000 742,262

Flight Ops. Training Salaries (Excl Benefits) Check Airmen 3 8500 25,500 0 Captains 7 7000 49,000 0 F/Os 0 7000 0 0 F/As 20 2200 44,000 0 Sked/Dispatch 2 4000 8,000 0 Maintanance 2 4000 8,000 0 34 100.0% 134,500 Payroll taxes (@10%) 0 0 0 0 0 0 0 0 Benefits (@$!k pp) 0 0 0 0 0 0 0 0 0 0 0

Flight Operations Training Pilot F/A Training : Ground & Simulator 200000 25000 0 Training Flights 45 4000 0 Training: Maintenance 0 Aircraft Lease 250000 0 Aircraft Insurance - Hull 32000000 160000 160000 0 Liability Insurance 162 1360 220320 0 0 0 0 0 0 0 0 0 0

Total Expenses 2,060 265,560 204,668 232,006 276,787 302,799 341,976 1,625,856 1,799,163

Aircraft Deposits 3 months 220000 250,000 250,000 500,000 295,000 Other Deposits and Capital Expenditures 25,000 25,000 25,000 75,000 77,291 TOTAL DEPOSITS 0 0 0 0 275,000 275,000 25,000 575,000 372,291

TOTAL EXPENSES & DEPOSITS 2,060 265,560 204,668 232,006 551,787 577,799 366,976 2,200,856 2,171,454

Eastern Air Lines Exhibit 18 (8 pages) Daniel Stone

Executive Summary Aviation executive whom worked in the airline and MRO venues. Held Senior positions such as Executive Vice President, Chief Operating Officer, Vice President of Maintenance and Engineering, Director, Fleet Reliability Manager. Leadership positions with companies such as EADS, Kitty Hawk Air Cargo, Air Jamaica, Fairchild Dornier, Northwest Airlines and Rocky Stone Consulting (RSC) INC.

EDUCATION Bachelor of Science in Business Administration, Columbia Southern University “Lean MRO Management” University of Tennessee

LICENSES FAA, Airframe and Power Plant License “I.C.A.O. ” Aircraft Maintenance Engineer’s License,

Eastern Air Lines Vice President-Director of Maintenance March 3, 2014-Present

RSC Inc. 2006-2014

Consulting services for third party MRO large aircraft, Airlines and Aircraft Leasing Companies. Projects included creation of General Engineering Maintenance Manual, Quality manuals and advisement in obtaining Airline Operating Certificate (AOC) for start up International airline. Direction to MRO Company in expanding their third party Line Maintenance business and developing processes to control cost at their Heavy Maintenance division. Evaluations for lease returns, maintenance program development, managing heavy checks, performed surveys for potential equipment purchases. Project Management of: Passenger to Cargo Door Conversions, Damage Restoration, Interior Upgrade projects. Partial list of Cliental: ASL Leasing, Safair Airlines, Certified Aviation Services, Jet Lease, Aurora Leasing, Trans Caribbean Airlines, RPK Leasing, Delta Airlines, GO GO, Top Tech Aviation, Air Canada Airlines, Aircraft Information Management and Southwest Airlines.

EADS, Airframe Services, USA Executive Vice President and Chief Operating Officer 2004-2006

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

Kitty Hawk Air Cargo Inc. Vice President Maintenance an Engineering 2003-2004

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

1 Functions included: oversight of Engines, Line Maintenance, Planning, Engineering, Purchasing, Stores and contract negotiations for heavy maintenance of airframe and engine work scopes.

Air Jamaica Airline, Jamaica W. I. 2001-2003 Vice President Technical Services Leader of this Caribbean airline maintenance organization with operating budget of $80M dollars and 400 related employees. Activities include aircraft operations, line maintenance and engineering, out-sourcing of heavy maintenance checks, contract negotiations, and facilities maintenance system wide.

Fairchild Dornier Aerospace, San Antonio, TX 1999-2001 Vice President Fairchild Aerospace, Maintenance and Field Support Recruited to this privately owned regional jet manufacturer, as Vice President Maintenance and Field Support, to provide technical and commercial assistance to Fairchild Dornier aircraft customers. Lead teams from eight countries, with a budget in excess of $16 million dollars with major operations in Germany, China, and MRO operation in the USA.

Northwest Airlines 1989-1999

Director, Aircraft Line Maintenance Director of Northwest Airlines’ Memphis hub, with 130 maintenance employees. . Responsible for maintaining an operation to support 125 daily flights. . Improved Memphis performance and became the No. 1 on-time hub operation. . Won the NWA 1998/1999 Maintenance Station of the Year Award.

Fleet Reliability Manager Responsible for MD 80/DC9 fleet reliability, identifying and prioritizing fleet reliability issues that impacted on-time performance, completion factor, air turn backs and reduced maintenance cost. . Initiated required maintenance program changes, managed changes in processes and procedures for engines, components, engineering and line maintenance organizations. . Made recommendations to Senior Management, along with presentations to the Reliability Control Board for enhancements of fleet performance.

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

2

LEAD PROJECT MANAGER (1992-1994) Managed the integration of twenty-one used aircraft into the Northwest fleet within site budget. . Partnered with vendors to enhance relationships improving the quality of work. . Coordinated vendor training to ensure vendor met or exceeded Northwest Airlines policies, procedures and standards.

Aircraft Technician (1989-1992)

Eastern Airlines 1968-1989 Lead Aircraft Mechanic (1985-1989)

Aircraft Technician (1968-1985)

.

3

JAMES R. TOLZIEN

PROFESSIONAL EXPERIENCE

Eastern Air Lines, Miami, Florida June 30, 2014-Present

Chief Financial Officer (2014-Present)

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

Operating Partner/CEO (2007-Present) . Directly managed all aspects of the company, including portfolio performance, lender relationships and compliance, investor communications, and financial reporting . Provided hands-on management of operating subsidiaries through portfolio-level CEOs, developed financial reporting processes to supplement corporate governance guidelines . Led two debt restructuring projects, including negotiations and analysis, documentation and implementation, and follow-up communications with lenders and investors . Supervised business development program which incorporated all leads on new investments, prospective lenders, and potential deal flow . Directed all acquisition activities inside the portfolio, including negotiations, investor communication and approval, due diligence, and operational integration

Around The World Travel, Inc. (d/b/a TraveLeaders), Coral Gables, Florida 2000 – 2007 $300 million corporate travel management company with 40 offices and 400 employees in 10 states, providing full service travel consultation to large corporations including personal and on- line reservation services, policy implementation and enforcement, vendor negotiations and special services, and real time monitoring and reporting.

President (2003-2007) . Turned $2.5 million loss into $2 million profit in two years . Closed 7 offices and consolidated non-revenue-generating functionality, eliminated two layers of management, installed local management cost controls and reporting processes . Revitalized sales and new account implementation functions, doubling new client sales and cutting implementation time by 30% . Implemented incremental revenue streams, driving per transaction revenue up by 10% . Reorganized traveler service processes, including quality surveys and focus groups, resulting in 15% improvement in satisfaction ratings

Chief Financial Officer (2000-2003) . Led acquisition negotiation, due diligence and post-close integration of 20 small to medium sized companies in 14 months . Totally revamped senior management team from inherited former owners to functional experts in the industry . Consolidated a wide variety of legacy computer systems, including all management and financial information reports and controls, converted to state-of-the-art system . Directed post “9/11” cost reductions, closing 8 offices and reducing staff by 35% in less than 30 days . Re-negotiated $40 million in debt out of default

JAMES R. TOLZIEN Page Two

Dancing Bear Investments, Fort Lauderdale, Florida 1997 – 1999 Private investment vehicle with over $100 million invested in early-stage businesses focused on internet-based marketing/sales delivery systems in travel, automobile sales, and personal communications

Operations, Finance Director for portfolio companies . Initiated coordinated strategic planning across all companies, establishing cross- marketing and joint sales capabilities . Created formalized management processes, reviews and controls with standardized reporting of key financial results and metrics . Upgraded call center personnel, MIS reporting, and productivity analyses . Conducted customer focus groups, streamlined and re-focused sales and marketing in conjunction with preferred vendor performance thresholds . Directed cost reduction efforts across the portfolio, including office closings and centralized administrative functions

Alamo Rent a Car, Fort Lauderdale, Florida 1996 – 1997 $1.5 billion in annual sales, providing global car rental services through a network of 300 th company-owned offices and 11,000 full time staff, ranking 5PP PP in US market share

Senior Vice President, North American Operations (1997) . Directly responsible for all North American operations through 6 officer-level direct reports and staff functions for vendor relations and new product development . Revamped organization structure to de-centralize and stream-line decision making, created regional profit improvement meetings with peer group incentive structure . Installed J. D. Powers-developed customer service monitoring system, drove complaint- handling to location level resulting in reduced costs and improved turnaround time . Achieved $30 million profit improvement, 20% customer service improvement

Vice President, Finance (1996) . Directed centralized accounting function for all global operations through 11 director- level professionals and highly developed main frame accounting system . Reorganized accounting staff, implemented new SEC reporting function to focus on significant audit findings from previous years . Redesigned all internal management information reports, created new planning and analysis department to highlight and monitor actionable variances . Led financial component of sale of company to AutoNation, including negotiation support, due diligence and post close financial integration

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

Regional Director for portfolio companies, including Fred Astaire Dance Studios . Upgraded financial reporting systems, initiated product line profitability analyses . Renegotiated independent contractor agreements, improved productivity controls . Sold, refranchised, or closed unprofitable locations, reduced corporate overhead . Directed due diligence, negotiations, and post-close integration of companies

JAMES R. TOLZIEN Page Three

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

Executive Vice President, Chief Financial Officer (1990-1992) . Managed $3B debt portfolio, created $800M bank syndicate for special purpose funding . Revamped risk management area, including self-insurance and in-house claims function . Financially and organizationally restructured international operations . Drove comprehensive margin improvement program, $50 million cost savings

Senior Vice President, Strategic Planning (1988-1990) . Created “bottom up” planning function, tied to financial results and incentive programs . Directed new value add product R&D, including navigation systems, counter sales . Coordinated all elements of management reporting system to new owners (Ford)

Vice President, Corporate Controller (1982-1988) . Managed financial aspects of campaign to re-purchase roughly 50 previously franchised locations, including negotiations, due diligence, and post-close integration . Led all accounting and financial aspects of LBO from Transamerica, subsequent IPO . Handled negotiation support, due diligence for sale of public company to Ford

Controller (1976-1982)f . Decentralized accounting systems and controls to large regional centers, established and directly supervised detailed internal audit review program . Coordinated all financial, management reporting processes with parent (Transamerica)

Ernst & Ernst (now Ernst & Young), Chicago, Illinois 1972 - 1976 Typical “Big 8” experience, standard audit responsibilities, outstanding performance reviews, annual promotions, left firm as Supervising Senior Auditor – clients included Weiman Furniture, White Farm Equipment, Bowne Printing, University of Notre Dame, and Budget Rent a Car

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

AFFILIATIONS - American Institute of Certified Public Accountants, Financial Executives Institute, Presidents Council-University of Illinois, St. Thomas Aquinas Foundation

John N. Furneaux Objective

Aircraft Operational and Development Position

Education

University of Colorado, Boulder, Colorado 1967-1969 Western Washington State University, Bellingham, Washington 1969-1971 Bachelors of Arts and Science Political Science Major Statistics Minor

Current/Qualifications

Current Medical Certificate First Class Pilot A-320 Check Airman Standards Check Airman Airline Program Designee Head of Aircraft Acceptance (New Aircraft) and Maintenance Test Pilots, US Airways Member of the US Airways Go Team (incident/accident response) Last Simulator Annual AQP Check – 7 December, 2013 Last Line Check – 20 March, 2014 Last 3 TOLs - 18 March. 2014

Enrichment

Airline Upset Training Roswell, New Mexico Airbus Operations Meetings ATA Advanced Navigation Symposium

PROFESSIONAL EXPERIENCES

Eastern Air Lines Vice President Flight Operations/ Director of Operations May 19, 2014-Present

Chief Pilot USAirways Test Pilot Division 2006-2014 • Manager of flight test operations for new aircraft acquisitions • Manager of inspections for new aircraft acquisitions • Manager of maintenance test flight operations • Created training curriculum for maintenance test • Created procedural development for test and acceptance flights • Daily oversight of maintenance test flights and delivery/ferry flights

USAirways Pilot/Check Airman 1983-2014 • Pilot- Boeing 737 & Airbus 320 • Check Airman 737 & Airbus 320 • APD Boeing 737 & Airbus 320 • Manager of Airbus New Aircraft Acceptance Team (France & Germany) o Head of US Airways Acceptance of New Aircraft and Maintenance Test Pilot Program o Procedural Development for Test and Acceptance Flights • Initial Development Team Leader Airbus I/E CQT • Standards Committees Airbus and 737 o Developed and administered Initial Check-Pilot Training and Annual Training (IECQT) • Manager of Initial AQP (Advanced Qualification Program) Development Team for US Airways o Worked closely with local (Pittsburgh) FAA and AFS 230 in Washington D.C. o Manager of US Airways AQP certification by FAA (AFS 230) o Manager of US Airways Airbus program into AQP • FAA Inspection Augmentation Team Member • US Airways Representative to Air Transport Association- Advanced Navigation Committee in Washington D.C. • Member Aircraft Purchase/Delivery Boeing 737 • Liaison for NTSB Investigation Teams o Investigation of Boeing 737 Accident, near Pittsburgh, 1994 o Ran 737 simulator for event recreation for NTSB Teams • Contributing Editor for Operations Monthly News, 737 • Contributor, Airbus Training Programs Curricula

Air Florida Pilot 1980-1983

United States Air Force Pilot/Instructor Pilot F-4 & F-15 1971-1980 • F-15 Instructor Pilot • F-4 Instructor Pilot • Training Program Evaluator • Training Program Developer • Foreign Military Liaison, F-15 o German Air Traffic Control o IAF • Demonstration Pilot F-15 (Europe) • Member, 1976 AFCE Competition Winning Team • USAF Instructor Pilot Training 1978 • Tactical Fighter Training F-15 1976 • Tactical Fighter Training F-4 1973 • US Air Force Pilot Training 1971-1972

Expertise/Experience

Language: Conversationally Fluent in French and German Computer-Literature: Microsoft Word, Excel, PowerPoint, and Outlook El Salvador Frequent visits for Maintenance Test and Delivery Germany 5 years as USAF pilot Switzerland, Boarding School, High School 3 years France 1 year High School

fc Eastern Air Lines Exhibit 19 (1 page) Manuel Diaz 1221 Brickell Avenue, Suite 1900 Miami, FL 33131

EDUCATION

Legal: University of Miami, School of Law Juris Doctor, 1980 Coral Gables, Florida

Undergraduate:

Florida International University Bachelor of Arts, 1977 Miami, Florida

Miami-Dade Community College, North Campus Associate of Arts, 1975 Miami, Florida

High School: Belen Jesuit Prep, 1973 Miami, Florida

WORK EXPERIENCE

Senior Partner- 2010- present Lydecker Diaz

Mayor- 2001-2009 City of Miami, Florida

Partner- 1998-2000 Coffey, Diaz & O’Naghten

Vice-President and General Counsel- 1991-2001 Monty’s Restaurant Holdings

Executive Vice-President- 1986-1991 and General Counsel- Terremark, Inc.

Partner- 1980-1985 Berkowitz & Diaz, P.A. Eastern Air Lines Exhibit 20 (1 page)