BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

______Application of ) ) Dynamic Airways, LLC ) ) DOCKET OST 2014 - 0069 for an amendment to its certificate of ) public convenience and necessity pursuant ) to 49 U.S.C. §41102 to engage in scheduled ) interstate and foreign air transportation ) of persons, property and mail ) ______)

AMENDED APPLICATION OF DYNAMIC AIRWAYS, LLC

Communications with respect to this document should be addressed to:

Joanne W. Young David M. Kirstein Kirstein & Young PLLC 1750 K St. N.W. Washington, D.C. 20006 (202) 331-3348 [email protected] [email protected] Counsel for Dynamic Airways, LLC Submitted: October 10, 2014

Applicant requests processing under the expedited, non-hearing licensing procedures of Subpart Q of the Department’s Procedural Regulation. 14 CFR§302.1701 et seq.

NOTICE: Any person who wishes to support or oppose this application must file an Answer by Monday, October 27, 2014 and serve that answer on all persons served with this application.

BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

______Application of ) ) Dynamic Airways, LLC ) ) DOCKET OST 2014 - 2014 - 0069 for an amendment to its certificate of ) public convenience and necessity pursuant ) to 49 U.S.C. §41102 to engage in scheduled ) foreign air transportation ) of persons, property and mail ) ______)

AMENDED APPLICATION OF DYNAMIC AIRWAYS, LLC

Pursuant to the Department’s request, Dynamic Airways, LLC1 (Dynamic) respectfully submits this Amendment to its Application to amend its Certificates of Public Convenience and

Necessity authorizing the Company to engage in foreign scheduled air transportation of persons, property and mail pursuant to 49 U.S.C. §41102.2 Dynamic currently holds certificates for both interstate and foreign charter air transportation of persons, property, and mail issued by Orders

2010-10-3, October 4, 2010 and 2011-3-27, January 18, 2011. Dynamic respectfully requests

1 Dynamic is no longer using the d/b/a Dynamic Aviation approved in its original certificate application. 2 Since Dynamic’s immediate need for scheduled authority is for China, Dynamic requests that the Department defer action on the scheduled interstate application in Docket OST-2014-0071.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 expedited action under Subpart Q of the Department of Transportation Procedural Regulations to allow final Department action in time for it to commence scheduled service in December 2014.

14 CFR Part 302 Subpart Q. Dynamic also requests that the Department make permanent its

June 13, 2014_____decision to allow the company to increase its operational fleet size by five additional aircraft.3

Background; Dynamic Airways is the rare success story in the sea of bad news that has plagued U.S. wide-body passenger charter operators in recent years, including the demise of

Evergreen International, World Airways, North American and Ryan International. Unlike those airlines, Dynamic has found additional owners to provide needed financing, strengthened its management team, and found contract business enabling it to utilize its current fleet. Dynamic sees an opportunity to not only continue to provide passenger and cargo charter service, butto expand to offer desperately needed low-fare wide-body scheduled passenger service in the

Pacific between China and the Commonwealth of the Northern Mariana Islands (CNMI) – namely Saipan and later Guam.

Scheduled service by a U.S. airline between China and the CNMI is urgently needed to support the U.S. citizen-owned tourist industry, on these economically depressed U. S. territory islands. The CNMI had a thriving garment economy with companies such as Abercrombie &

Fitch, Levi Strauss, and Lord & Taylor all producing “Made in the U.S.A.” clothing. This changed in 2009 when these companies moved production to lower cost locations such as China and Vietnam – leaving many CNMI residents without pay or a way to feed their families. As evidenced by letters of support from key CNMI government and industry representatives to

Secretary Foxx in support of Dynamic’s original application to engage in foreign scheduled

3 Two for Chinese Scheduled service and three to be available for passenger or cargo charters.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 service, Dynamic would help expand CNMI tourism. his supportive correspondence includes the following:

 A letter from the Mariana’s Visitors Authority in support of Dynamic’s application,

stressing the need for a home-based airline to help grow CNMI’s travel industry;

 A letter from the Governor of CNMI supporting Dynamic’s application, stressing the

“golden opportunity” Dynamic is offering CNMI by bringing additional tourists to

Saipan and breaking the Chinese carrier “monopoly” on air service.

 A letter from the President of the Saipan Chamber of Commerce supporting Dynamic’s

application for scheduled service, stating Dynamic’s “application is crucial for the

continued and sustained economic development of Saipan and the entire Commonwealth

of the Northern Mariana Islands.” He also notes the lack of flights and competition from

Mainland China hampers the island’s economic development.

 A letter from the Hotel Association of the Northern Mariana Islands (HANMI) in support

of Dynamic’s application emphasizing that the lack of flights serving certain markets

(which Dynamic intends to serve) including Tianjin, Shenyang and Hangzhou in

connection with the lack of competition served by the Chinese airlines, has hurt the U.S.

citizen-owned tourist industry and the U.S. citizens of CNMI.

The full letters of support are set out in Exhibit A.

Dynamic will ensure U.S. carriers exercise their rights pursuant to the U.S.-China Air

Transport Agreement which its experience has shown China flagrantly disregards. Specifically,

China has refused to honor its obligation to permit charter flights between Guam/Northern

Mariana Islands, on the one hand, and Tiānjīn, Shēnyāng and Hāngzhou, China, on the other.

Dynamic has repeatedly made efforts to bring this matter to the attention of the CAAC as well as

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 to the attention of Department officials and to the Department of State. Dynamic will need scheduled “flag” authority to operate in these markets which will otherwise continue to be controlled by Chinese airlines. The Chinese carriers have done everything in their power, working with regional CAAC and local airport officials to prevent Dynamic from operating in the hope it would give up. Specifically, CAAC officials delayed approvals, denied access to regional airports and otherwise obstructed the Company’s ability to service passenger operations.

Notwithstanding, these problems, Dynamic remains committed to providing the air service the

CNMI public so badly needs.

In the future Dynamic would expand its scheduled service to other cities on the Pacific Rim.

The immediate concern is for the CNMI and the key potential market for this island nation is

China. Dynamic understands the Chinese would honor the bilateral right of Dynamic to operate as a U.S. designated scheduled carrier.

Pending action on its application, Dynamic has sought business to sustain the airline until it can operate to China. In this regard, we appreciate the Department’s decision to permit

Dynamic to increase its fleet by five aircraft to operate Hajj flights through the end of November.

We hope this application can be processed expeditiously, so that as the Hajj concludes, Dynamic will be able to transition to operate Chinese scheduled service.

In the months following its original Application for Scheduled Service, and as the attached Exhibits will evidence, Dynamic has: (1) significant strengthened its management personnel, thereby enhancing the Company’s ability to conduct the requested scheduled service;

(2) ensured its access to ample financial resources to expand its current service without risk to consumers or their funds; and (3) made compliance its number one priority by strengthening its

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 relations with all government agencies through continuous dialogue and by dismissing personnel not committed to this endeavor.

Specifically, Dynamic requests authority to engage in the following service:

Foreign scheduled air service between Guam/Northern Mariana Islands, on the one hand, and Tiānjīn, Shēnyāng and Hāngzhou, China as provided for under Article 6 of the 2007 Protocol to Amend the U.S. – Peoples Republic of China Civil Air Transport Agreement amending Annex VI of the Agreement. Dynamic requests that, pursuant to Annex VI, the U.S. Government notify the Government of the People’s Republic of China of the requested cities and designate Dynamic to provide this service.

In support of its Application, Dynamic states as follows4:

a. Dynamic Airways, LLC (“Dynamic”)

701 N. Terminal Road

Greensboro,

Telephone: (336) 796-7731

b. Dynamic is a Limited Liability Company.

c. Dynamic is organized under the laws of

d. Attached as Exhibit 1 is a Certificate of Fact issued by the Virginia State Corporation

Commission that the company is in existence as of the date of the certificate.

e. Attached as Exhibit 2 is a sworn affidavit stating that Dynamic is a citizen of the

United States.

f. Dynamic’s new management team is composed of highly experienced airline and

aviation industry personnel. All key personnel listed below are U.S. citizens except

the Chief Financial Officer who is a citizen of India. No key personnel except the

Directors of Dynamic Airways LLC have any interest in Dynamic. Except for the

4 Certain Exhibits or portions of Exhibits contain confidential proprietary, commercial and financial information for which Dynamic is seeking confidential treatment under FOIA Exemption 4 and Procedural Regulation Section 302.12. A motion for confidential Treatment is being filed concurrent with this Application

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Directors and the Vice President of Sales who owns an air charter brokerage business,

no key personnel have any interest in any other air carrier, foreign air carrier,

common carrier, or any interest in any entity substantially engaged in the business of

aeronautics or persons whose principal business is the holding of stock in, or control

of any air carrier, common carrier or person substantially engaged in the business of

aeronautics.

List of key personnel. Additional information for these individuals appears in Exhibit

3 except for information on Paul Kraus contained in Exhibit 4 and Kenneth Woolley

contained in Exhibit 5. Also included in Exhibit 3 is the Company’s organization

chart:

Paul Kraus Chief Executive Officer

Mr. Kraus is the Managing Member and the full time Chief Executive Officer of

Dynamic Airways, LLC and the beneficial owner of 40% of Dynamic Airways,

LLC.5 Mr. Kraus became CEO of Dynamic on July 17, 2014. Mr. Kraus has 21 plus

years of aviation experience and expertise in the industry. Mr. Kraus founded Jet

Midwest Inc. (“JMW”) in 1997 and led the company through major expansion and

M&A activities, including the acquisition of the Kansas City 2,000,000 square foot

maintenance facility and the development of the MRO and aircraft parts supply

businesses. At JMW, Mr. Kraus managed all strategic transactions, sources and

negotiates asset acquisitions, divestitures, and establishes growth initiatives and

partnerships.

5 Mr. Kraus’ ownership interest is subject to approval by the Department.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Mr. Kraus also founded Jet Midwest Group and Jet Midwest Technik. In

addition, Mr. Kraus has completed over 450 aircraft and engine transactions with an

estimated value over $1 billion and has extensive expertise in Operating Leases of

Boeing and McDonald Douglas Aircraft. Mr. Kraus has extensive expertise in various

regional markets and has developed excellent relationships with major airlines,

including , Delta Airlines, Air Canada, Qantas and Avianca. A

complete resume and additional information on Mr. Kraus appears in Exhibit 4.

Kenneth M. Woolley

Kenneth M. Woolley is a Member of Dynamic Airways, LLC and the beneficial

owner of a 40% interest.6

Mr. Woolley is currently serving as the Executive Chairman and Chief

Information Officer for Extra Space Storage (“Extra Space”). Mr. Woolley is the

founder of Extra Space and served as Chairman and CEO from formation through

March 2009. In addition, Mr. Woolley was the Chief Executive Officer of Extra

Space’s predecessor. Mr. Woolley chose to resignas Chairman and CEO of the

Company effective April 1, 2009, to serve a voluntary three-year mission for his

church, during which time he remained as a Director before returning to his

current role with the Company.

Mr. Woolley has been involved in the self-storage industry since 1977. He has

been directly responsible for developing over 165 properties and acquiring over

625 self-storage properties throughout the . Early in his career he

was a management consultant with the Consulting Group. Mr. Woolley

6 Mr. Woolley’s ownership interest is subject to approval by the Department.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

has also developed more than 10,000 apartment units, and has been the founder

of several companies in the retail, electronics, food manufacturing and natural

resources industries. Mr. Woolley currently serves on the compensation

committee of American Homes 4 Rent.

Mr. Woolley holds a B.A. in physics from Brigham Young University and an

M.B.A. and Ph.D. in business administration from the Stanford Graduate School

of Business. From 1979 to 1998, Mr. Woolley was an Associate Professor, and

later an Adjunct Associate Professor of Business Administration at Brigham

Young University, where he taught undergraduate and MBA classes in Corporate

Strategy and Real Estate.

Mr. Woolley has significant financial and/ or managerial influence in the

following active aviation related entities:

(1) MasFlight – MasFlight is an aviation operations big data warehouse and platform

company in which Mr. Woolley purchased a convertible note during the

company’s startup period. Mr. Woolley is not involved in management but does

serve on the Board of Directors.

(2) Swift Air – Swift Air is an air carrier based in Phoenix, Arizona which holds

interstate and foreign charter authority. In 2012 Mr. Woolley made a Debtor In

Possession loan to the company which was then in bankruptcy. In 2013 Mr.

Woolley made a further investment to bring the company out of bankruptcy. He is

currently the beneficial owner of 50% of Swift. The remaining 50% is owned by

Jerry Moyes, the primary owner of Swift Transportation, a NYSE listed trucking

company.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

(3) KWM III LLC and KMW Leasing VIII LLC - Each of these limited liability

companies owns a B-767 aircraft. One of these aircraft is currently leased to

Dynamic on a power-by-the-hour basis. KMW expects to lease the second aircraft

to Dynamic on the same terms when the current lease to another airline expires.

(4) MaxJet – (No longer active). In 2003 Mr. Woolley became an investor and

director of MaxJet Airways, Inc., an all headquartered in

Washington, D.C. MaxJet began flight operations in November 2005 from New

York to . In early 2007, Mr. Woolley became chairman of the Board of

Directors and helped the company raise capital and list on the London Stock

Exchange. At its peak, the airline had regular flights between London, and New

York, , Washington and . MaxJet became a casualty of

high oil prices and ceased operations in December 2007.

Additional information on Mr. Woolley and a complete resume appear in Exhibit 5.

Bill Gray Chief Operating Officer

Bill Gray joined Dynamic on August 14, 2014 as their Chief Operating Officer. Mr.

Gray has had a long career and extensive experience in airline management and

management consulting in the Aviation industry. Worked to restructure the debt and

equity position of Tradewinds and then became a 13% shareholder and Chief

Operating Officer at Tradewinds Airlines, Inc. between November 2006 and January

2008. He served as Vice President and Chief Operating Officer of American

International Airways, Inc. between September 1994 and September 1998. In

addition, while working as a Director at Ryan Rubloff LLC, some of Mr. Gray’s

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

success included growing the Company’s aviation subsidiary revenues from $2 million

annual gross revenues to $370 million annual gross revenues.

Jeevan Malhotra’s Chief Financial Officer

Jeevan Malhotra joined Dynamic on July 16, 2014. Mr. Malhotra has structured his

career around the aviation industry during and since his time at the Southern Illinois

University’s Master of Business Administration program where he graduated cum

laude. Starting as a project assistant at a firm specializing in airport and land-use

master planning, Mr. Malhotra then worked his way to a Senior Analyst Operations

Performance position at US Airways, then Division Budget Controller and later

Senior Division Budget Controller at Airlines. Since coming to

Dynamic, Mr. Malhotra has been instrumental in analyzing fuel usage for the

Company’s B767-200 and implementing fuel conservation strategies, streamlining

the accounts payable process and reconciling the accounts receivable from various

vendors.

Herman F. Gillis Director of Operations

Herman Gillis has over 27 years of aviation management experience. Mr. Gillis

joined Dynamic Airways on January 31, 2014. Mr. Gillis held positions such as Vice

President of Operations, Director of Operations, and Chief Pilot at numerous airlines

including USAir Express, , Inc., , Inc. and Victory Jet,

LLC. Mr. Gillis has logged over 13,200 hours of flight time with over 3,400 of those

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

hours on various jets. In addition, Mr. Gillis has numerous type ratings and

additional operational flight experience in Europe, Russia, China and the Middle East.

Capt. David Norgen Chief Pilot

David Norgen became Dynamic’s Chief Pilot in September of 2014 after serving in a

variety of positions with the company including Check Airman and Director of

Operations since February 2011. He has 21 years of experience in the aviation

industry, in addition to five years service with the United States Air Force. He has

logged over 12,000 hours of flight time, including over 10,000 hours as a pilot.

Captain Norgen has an Associates of Science Degree in Professional Pilot

Technology from Miami-Dade Community College.

Steve Kellenburger Director of Quality Control

Steve Kellenburger has over 28 years of aviation maintenance experience and

technical training. Prior to joining Dynamic on September 9, 2014, he served in

technical management and maintenance positions with several airlines and

manufacturers including Continental, US Airways, JetBlue, and the Yamoto

Corporation. He has provided global maintenance support, managed teams of

technicians, and served as a project manager for heavy maintenance projects.

Michael Steinke Director of Maintenance

Michael Steinke joined Dynamic Airways as Director of Maintenance on October 20,

2014. Mr. Steinke has over 25 years experience in aircraft maintenance. Before

serving as Dynamic’s Director of Maintenance, Mr. Steinke served as Tradewinds

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Airlines, Inc.’s Director of Maintenance, Express.Net Airlines’ Manager of

Maintenance Control, LLC, Burlington Air Express Inc.’s Technical Service

Specialist, Manager of Line Maintenance, and American

International Airways, Inc.’s Maintenance Station Manager. Mr. Steinke has various

authorizations and qualifications including B747-400 Airworthiness Release,

Receiving Inspector authorization, DC 10 Airworthiness Release and Required Item

Inspection Release, JT3d engine test qualified, DC8, series 50, 60,70 and Taxi

Authorized as well as Authorized Instructor for engine run-up and taxi training.

Gary Kramer Director of Safety

Gary Kramer became Dynamic’s Director of Safety on September 25, 2014. Prior to

joining Dynamic he worked as the Administrative Site Manager at Erickson

Helicopters’ Evergreen Philippine Base. In this capacity, he also served as the Base

Safety Manager, where he was responsible for the safety training, analysis,

compliance, and audits. He has completed U.S. Army Aviation Safety Center’s Air

Accident Investigation and Ground and Aviation Prevention courses at the U.S. Army

Aviation’s Logistic School’s Aviation Maintenance courses. The U.S. Army awarded

him the Legion of Merit and he holds a Secret Security Clearance. He has a BA in

accounting, magma cum laude, from the University of Illinois and a degree in

Professional Aeronautics, cum laude, from Embry-Riddle Aeronautical University.

Rita Simas Director of Security

Rita Simas has 24 years of experience in the airline and transportation industry. Prior

to joining Dynamic on September 2, 2013, she served as Director of Training Hilco

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Transport Inc., where she instructed over 200 employees on regulatory compliance.

She previously worked for Delta, Continental, and Eastwind Airlines. She has a

degree in business administration from the Community College of .

Thomas Johnson Vice President of Sales

Thomas Johnson joined Dynamic on July 22, 2013. Mr. Johnson has been in the

aviation industry for nearly 20 years with a focus on sales and marketing. Prior to

joining Dynamic, Mr. Johnson served as President of I-Jet Aviation where he built a

charter Brokerage company to $2 million. He is still affiliated with I-Jet; Director of

Operations at Kings Coach where he built a charter bus company operating route

service from the DFW Metroplex to the Oklahoma Casinos. He previously was

Director at Sky King Airlines where he focused on market development, sales and

operations. He was the Founder and Owner of TJP Transportation Group and

Southwest Transportation. He has a BA from the University of Wisconsin.

g. Subject to approval of the Department, the current ownership of Dynamic Airways,

LLC is as follows:

1. Commercial Aircraft Services Holdings, LLC (“CAS) a Delaware limited liability

company, holds a 40% interest. CAS is beneficially owned by Paul Kraus. Mr.

Kraus is the Chairman of the Board of Jet Midwest, Inc. which engages in

commercial aircraft part sales. He is the beneficial owner of 99% of Jet Midwest

Aero Services and Executive Jet Group 1, LLC both of which engage in the

commercial aircraft trading business. The address for Mr. Kraus is 5959 W.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Century Blvd, Los Angeles, CA 90045. A list of aeronautical businesses in which

Mr. Kraus has an interest and related financial information is included in Exhibit 4.

2. NVLV Management, LLC (“NVLV”), a Utah limited liability company, holds a

40% interest in Dynamic. NVLV is beneficially owned by Kenneth M. Woolley.

In 2013 Mr. Woolley acquired a 50% ownership interest in Swift Air. He is a

passive investor in masFlight, an aviation data service and data warehouse. The

address for Mr. Woolley is LVNV, 2795 Cottonwood Parkway #400, Salt Lake

City, Utah 84121. Financial information on Mr. Woolley is included in Exhibit 5.

3. DA2, LLC holds a 20% interest. DA2 is an LLC partly owned by Karl D.

Stoltzfus (33% beneficial ownership) and his son Michael A. Stoltzfus (67%

beneficial ownership). DA2 is registered as a Limited Liability Company in the

Commonwealth of Virginia. Its address is 1402 Airport Road PO Box7,

Bridgewater, VA 22812.

h. Dynamic has no subsidiaries.

i. Dynamic has no interest in or control of any air carrier, foreign air carrier, common

carrier, or person substantially engaged in the business of air transportation.

j. Dynamic is not publically traded and does not file SEC 10K Annual Reports.

k. Updated financial Information for the last three calendar years for Dynamic is

included in Exhibit 6.

l. Except as shown in Exhibit 7 there are no actions or outstanding judgments for more

than $5,000 against any of the persons or entities described in 14 CFR §204.3(l).

m. There are no actions and outstanding judgments of less than $5,000 against any of the

persons or entities described in 14 CFR §204.3(m).

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

n. Description of Applicant’s Fleet of Aircraft

1. By the end of October Dynamic will be operating six -200 aircraft.

Four are in passenger configuration and two are cargo aircraft.7 The four

passenger aircraft are leased on power by the hour lease agreements. The lease

requires lease and maintenance reserve payments only by the actual revenue

flight hour, not for operational or maintenance related flight hours. The all-

cargo B767 aircraft are owned by JW Aviation and are operated for JW

Aviation on a 100% cost pass thru basis under an aircraft management

agreement. Two of the passenger aircraft are currently being used to charter

the Hajj flights. In mid-November Dynamic plans to begin operating an

addition 767-300 passenger aircraft. All leased aircraft will be leased on a

power by the hour basis. Dynamic has access to 30 B-767 aircraft which it

can lease on power by the hour. It has no plans to purchase any aircraft.

2. Over the next 12 months Dynamic would like to be able to operate five

additional B-767 -200/300 aircraft for a total of 10 aircraft. Two aircraft will

be used for the proposed scheduled passenger service in the Saipan/China

markets requested in this application. All five aircraft will be leased on a

power by the hour basis. Dynamic has access to 30 B-767 aircraft which it

can lease on power by the hour. It has no plans to purchase any aircraft.

3. A sworn affidavit stating that each aircraft leased or operated by Dynamic has

been certified by the FAA and currently complies with all FAA safety

standards is attached as Exhibit 8.

7 The Department authorized Dynamic on June 13, 2014 to operate five additional aircraft in connection with the Hajj. However, it was not able to get all five aircraft on its FAA Ops. Specs. and had to subcontract some of the Hajj flying.

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

o. Please see Exhibit 9 with a description of all pending investigations, enforcement

actions, and formal complaints filed by the Department, including the FAA.

p. See Exhibit 10.

q. There are no aircraft accidents or incidents to report.

r. A narrative on the history and current plans of Dynamic is attached as Exhibit11.

s. Dynamic currently conducts operations under Certificates of Public Convenience and

Necessity for interstate and foreign charter air transportation of persons, property and

mail issued by the Department by Orders 2010-10-3, October 4, 2010 and 2011-3-27,

January 18, 2011, FAR part 121 Operating Specifications and General

Administration of Civil Aviation of China CCAR-129 Operating Specifications.

Dynamic also holds Operating Specifications from the civil aviation authorities of

Japan and South Korea. Information on the responsible local FAA Office, AEA-

FSO-39, Greensboro, N.C. FSDO is attached as Exhibit 12.

t. Dynamic intends to commence low-fare scheduled passenger service between three

points in the People’s Republic of China - Tiānjīn, Shēnyāng and Hāngzhou on the

one hand and Saipan on the other with the focus on bringing Chinese tourists to

Saipan. This service in the future will be expanded to include Guam. These

services are authorized under the Agreement Between the Government of the United

States of America and the Government of The People’s Republic of China relating to

Civil Air Transport and do not require use of one of the limited designations

permitted under the Agreement.

Although Dynamic has operated some charter flights between China and Saipan,

objections from Chinese airlines and Regional CAAC offices have prevented

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

Dynamic from providing consistent service. The inability to operate stable charter

service means that Chinese carriers are able to control the market and do not provide

enough flights to ensure sufficient tourists visit Saipan to occupy its hotels,

restaurants and other tourism related support structure Tourism is the lifeblood of

the Northern Mariana Islands, and Dynamic hopes to provide Saipan with the U.S.

airline capacity it has been seeking for years – rights for which our negotiators

bargained. In the Chinese tourism market almost all tickets are sold through travel

agencies/tour organizers who purchase seats from the airlines and resell them to

customers. Accordingly, a minimum of 80% of Dynamic seats in these markets are

covered by block space agreements. Importantly, this ensures that Dynamic will have

the revenue projected in its forecasts.

The forecast Amended Balance Sheet and forecast Income Statement, as required

by section 204.3(t), are included in Exhibit 13. The revised financial forecasts are for

the Chinese flying and are based on the operation of two aircraft. These two

additional aircraft will both be on the Dynamic FAA certificate by the end of October

in connection with the Hajj flights. However, we are requesting that the Department

permit Dynamic to operate the five aircraft authorized for the Hajj so the additional

three aircraft could be used for charter flying. Dynamic has not presented revenue or

expense information for the three aircraft that would be available for charter. In the

current environment there is no good way to predict additional the level of additional

charter flying that could become available over the year. AS with the Hajj, these

opportunities often are presented on very short notice. As we previously advised,

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069

four wide-body charter operators – Evergreen, World, Ryan International and North

American - all went out of business last year.

Dynamic submits that a forecast for these charter aircraft should not be required

for two reasons. First, these aircraft are available to Dynamic on a power by the hour

basis so there is virtually no expense if these aircraft are not operated. Second, since

these aircraft would only be used for passenger, cargo, or ACMI contracts, which are

paid in full by the charterer, there is no financial risk to Dynamic or passengers or

shippers.

Exhibit 13 includes the third party verification of funds available to to fully fund the

$15 million guarantee/line of credit to meet the Department requirement of sufficient

financing to cover start up, plus three months operational costs, assuming there was

no revenue for the proposed scheduled service.

u. The required counterpart of the Montreal Agreement has previously been filed by

Dynamic in Docket OST-1995-236, and it has filed a Family Assistance Plan in

Docket OST-1996-1960. A Passenger Manifest Plan was previously filed in Docket

OST-1998-3305. An updated U.S. Air Carrier Certificate of Insurance has been filed

with the FAA and a copy is attached as Exhibit 14.

INFORMATION IN SUPPORT OF PERMANENT FLEET EXANSION

Orders 2010-10-3, October 4, 2010 and 2011-3-27, January 18, 2011 require Dynamic to request permission to operate more than five large aircraft at least 45 days prior to the date it intends to operate such aircraft and to demonstrate its fitness to operate a larger fleet. This

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 required notice was given in its May 9, 2014 application. As shown above and in the attached exhibits, Dynamic’s management team is deep and experienced. The Company has demonstrated it has the necessary infrastructure and financial support to operate substantially more aircraft.

The Company’s current charter operations demonstrate its capability to operate safely. It works closely with the Greensboro FSDO on every aspect of its operations. Dynamic believes there should be no restriction on its fleet size and expects additional charter business in the coming year. Dynamic requests that the Department make permanent its decision ____ to allow the company to operate the five additional aircraft provided for the Hajj. Again, two would be used for the scheduled China service and three for expansion of charter service. As discussed above, when Dynamic does not operate these aircraft, there would be virtually no fixed costs to be covered.

CONCLUSION

For the reasons set forth above and in the attached exhibits, Dynamic Airways LLC respectfully requests that its Certificates of Public Convenience and Necessity be amended to authorize it to conduct:

Foreign scheduled air service between Guam/Northern Mariana Islands, on the one hand, and Tiānjīn, Shēnyāng and Hāngzhou, China as provided for under Article 6 of the 2007 Protocol to Amend the U.S. – Peoples Republic of China Civil Air Transport Agreement amending Annex VI of the Agreement. Dynamic requests that pursuant to Annex VI of the Agreement, the U.S. Government notify the Government of the People’s Republic of China of the requested cities and designate Dynamic to provide this service.

Dynamic also respectfully requests that the Department confirm its earlier decision such that the

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Dynamic Airways Application for Scheduled Service DOT-OST-2014-0069 limitation on the size of its fleet contained in its current authority be lifted to authorize an additional five aircraft.

Respectfully submitted,

Joanne W. Young David M. Kirstein Kirstein & Young, PLLC 1750 K St. NW, Suite 200 Washington, DC 2006 (202) 331-3348 [email protected] [email protected] Counsel for Dynamic Airways, LLC

October 10, 2014

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CERTIFICATE OF SERVICE

I certify that on, October 10, 2014, I caused to be served a copy of the foregoing Amended Application for Scheduled Service by email upon those addressees listed below: [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] Ms. MaryAnn Q Lizama (by fax) [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] Signature [email protected] [email protected] [email protected]

Exhibit A

Letters of Support Exhibit A Exhibit A Exhibit A Exhibit A Exhibit A Exhibit A Exhibit A EXHIBIT 1 Certificate of Fact

See Exhibit 1 from Original Filing for DOT-OST-2014-0069

Exhibit 2 Dynamic Airways Affidavit of Citizenship

See Exhibit 2 from Original Filing for DOT-OST-2014-0069

Exhibit 3 Amended Information and Documentation on Key Personnel

Exhibit 3

William Gray 10399 Stonebridge Blvd Boca Raton, FL 33498 [email protected] (561) 350-9376

PROFFESIONAL SUMMARY

Dynamic Airways, LLC Aug. 2014 to Present Greensboro, North Carolina

Chief Operating Officer

Dynamic Airways is a Part 121 Supplemental Air Carrier operating both Passenger and Freighter Boeing 767 Aircraft in international markets.

Gray McVey & Associates, LLC Jan. 2008 to Aug. 2014 Boca Raton,

Managing Director

Rejoined Gray McVey & Associates, LLC (GMA) as Managing Director after completion of equity sale of Tradewinds Airlines, Inc. GMA is a management consulting company that specializes in assisting aviation companies, and technology driven companies in their growth and development. Some of the recent projects undertaken by GMA were to support a U.S. Leasing company in the acquisition, technical acceptance and financing of a group of transport category aircraft; engaged to provide both management and regulatory assistance to a FAA Part 145 Repair Station (Large Aircraft MRO); Assisted GSBD & Associates LLC with the development of sales; and managed the GMA team providing assistance to a Part 121 Airline to meet their regulatory requirements while developing the business plan to assist them in exiting a Chapter 11 Bankruptcy.

Tradewinds Airlines, Inc. Nov. 2006 to Jan. 2008 Greensboro, North Carolina

Chief Operating Officer/Shareholder

Served as Chief Operating Officer and a 13% shareholder until the resale of the Airlines to an investor group. TradeWinds Airlines is a FAA Part 121 Airline specializing in support of established Air Carriers, providing ACMI and Wet Lease Services utilizing Boeing 747 Freighter Aircraft and Airbus A300 Freighter Aircraft on international routes. Provided the management oversight to qualify the Airline as an approved DoD CRAF Air Carrier for the U.S. Air Force Air Mobility Command (AMC). Negotiated the contracts to support the Airline’s requirements for Aircraft Heavy Maintenance and Engine Overhaul Programs. Exhibit 3 Resume Page 2 10/10/2014

Gray McVey & Associates, LLC. Feb. 2006 to Nov.2006 Boca Raton, Florida

Managing Director

Rejoined GMA as managing director after completion of the equity sale of the Rubloff Aviation Group of companies. GMA was a key participant in creating a new partnership, which includes GMA, Goldman Sachs, GECAS and TradeWinds’ CEO. This new partnership purchased Tradewinds Airlines, Inc. and restructured the current debt and equity to position TradeWinds for aggressive growth and a profitable future.

Ryan Rubloff, L.L.C. Sept. 2002 to Feb. 2006 Rockford, Illinois

Aviation Partner/Director

Responsibilities included business development and management oversight of the aviation based companies. In three years provided the strategic planning and leadership to grow the aviation group of companies from $2 million annual gross revenues to $370 million annual gross revenues. The Aviation Group consists of Ryan International Airlines, Inc., a FAA Part 121 Air Carrier; RD Air LLC, a FAA Part 135 Air Carrier; RJSS Holdings, LLC and JetX Aerospace, LLC, both aerospace logistics support companies; Rubloff Jet Express, a DOT-registered indirect air carrier; Sundowner, LLC, supporting the Department of Justice and the U.S. Marshall Service for all aircraft operations; and Rubloff Acquisition Management & Leasing, L.L.C. Led the acquisition teams in the purchase of Ryan International Airlines and JetX Aerospace and served on the Board of Directors for both acquired companies.

Aviation Systems International, Inc. Oct. 1999 to Aug 2002 Boca Raton, Florida

President, CEO and Director

Aviation Systems International, Inc. was a full service aerospace logistics support company. ASI specialized and maintained, proprietary inventory for commercial transport category aircraft with worldwide distribution supporting customers in over 60 countries with annual revenues of over $50 million.

Gray McVey & Associates, LLC Sept. 1998 to Oct. 1999 Ann Arbor, Michigan

President

Exhibit 3 Resume Page 3 10/10/2014

Gray McVey & Associates is a management consulting company that specializes in assisting aviation companies and technology driven companies. One of GMA’s largest customers was Roush Industries in Livonia Michigan. GMA assisted Roush in obtaining their Federal Aviation Administration Parts Manufacturing Approval (FAA-PMA) and FAR Part 145 Repair Station License to include creating, training and implementing the Quality Assurance Programs required for these ratings. GMA on behalf of Roush Industries negotiated a licensing agreement for part support with MDC. GMA was also a key participant in creating ASI Acquisitions, LLC. This partnership included Carlisle Enterprises LLC and BankOne Equity (First Chicago Equity, Inc.), which purchased Aviation Systems International. Relocated GMA’s corporate office to Boca Raton, Florida.

American International Airways, Inc. Sept. 1994 to Sept. 1998 Ypsilanti, Michigan

Vice President and Chief Operating Officer

American International Airways was the largest privately owned FAR Part 121 domestic and international airfreight airline in the nation with over 3,000 employees and a 100 aircraft, which included Boeing 747s (passenger and freight), Lockheed L1011s (passenger and freight), Douglas DC-8 Freighters, and Boeing 727-200 Freighters. Accomplishments included increasing revenues from $175 million to over $600 million in a three-year period transitioning the company from a sole proprietorship to a mature company run by a diverse management team; managing the acquisition and conversion of 19 Boeing 727-200 Aircraft, 8 Lockheed L-1011-200 Aircraft and 4 Boeing 747 Aircraft from passenger to freighter aircraft. Responsible for daily management of business and financial relations with 19 major financial institutions. Developed strong working relationship with the Federal Aviation Administration at the local and regional offices, as well as the Office of the Administrator in Washington D.C. Responsible for the operations of the 800+ maintenance personnel, 600+ pilots and operations personnel. Represented AIA in the successful merger with Kitty Hawk, Inc. which included a Public Offering of newly issued stock and a $340 million public debt offering which created the world’s largest non-integrated airline.

Environmental Research Institute of Michigan Nov. 1987 to Sept. 1994 Ann Arbor, Michigan

General Manager, Flight Facility

ERIM is a research and development company that specializes in airborne remote sensing technology. The management of the flight facility included operation and budgetary responsibility for all modifications, maintenance and flight operations for the company. The General Manager responsibilities also included the management of the FAA Part 145 Repair Station, the Mechanical Design and Engineering Department as well as the machine and fabrication shops. Accomplishments included program management, technical design and oversight for several major aircraft modifications for the installation Exhibit 3 Resume Page 4 10/10/2014 and integration of a wide variety of sensors on both civil and military aircraft, for ERIM as well as other government agencies. Obtained approval for more than 25 FAA Supplemental Types Certificates (STCs) for a variety of modifications on transport category aircraft types. At the direction of the President of the ERIM, established the Center for Dual Technology (DUALTECH) and served as the Director with the mission of transferring government-funded technology to private industry. Initiated joint research projects for product development between ERIM and several manufacturing firms. Participated in business development and diversification efforts, which enabled ERIM to secure contracts with new non-government customers.

Zantop International Airlines June 1977 to Nov. 1987 Ypsilanti, Michigan

Captain, Instructor, Check Airman Flight Engineer, Instructor, Check Airman

LICENSES AND RATING FAA Airline Transport Pilot, Certificate Ratings: Airplane Multiengine Land, L-188, DHC-4, CV A-340, CV A-440 and Commercial Privileges, Single Engine Land

FAA Flight Engineer, Certificate Ratings: Reciprocating Powered, Turbo propeller Powered and Turbojet Powered

FAA Mechanic, Certificate Ratings: Airframe and Powerplant Current Inspection Authorization.

EDUCATION Undergraduate: Eastern Michigan University Speech and Drama Board of Regents Scholarship

Graduate Studies: Central Michigan University Public Administration- No Degree

MILITARY 1st Lt. Airborne Infantry- 2nd 504th 82nd Airborne Division- 1970 to1973 -Inactive Reserve Sgt. E-5 Signal Corps Instructor- Fort Gordon, GA- Honorable Discharge -1970

AFFILIATIONS International Society of Transport Aircraft Trading (ISTAT) Current Member

FAA Technician Awards Program Bronze Member Exhibit 3

Dynamic Airways, LLC

DOT Application Questionnaire - Key Personnel

All questions should be answered fully and completely. Where more detailed responses are required or requested, please use the attached "Detailed Response" sheet

1. Please state your name and address:

William Gray 10399 Stonebridge Blvd Boca Raton, Florida 33498

2. Title of position with company:

Chief Operating Officer

3. Number and type of shares of company stock owned, or to be acquired, if any:

None

4. Are you a citizen of the United States?

II Yes

(If you are not a U.S. citizen, please indicate nationality and current immigration status on the attached "Detailed Response.")

5. Are you or any other company in which you have a substantial interest (beneficial control of 10% or more of the outstanding voting stock) the subject of any legal action or outstanding judgment in excess of $5,000?

II Yes

6. Are you or any company in which you have substantial interest the subject of any action or outstanding judgment ofless than $5,000?

D Yes

(If "yes," please supply the total number and aggregate amount of all claims and/ or judgments outstanding against you on the attached "Detailed Response.")

7. Are you or any company in which you have a substantial interest now or have you been the subject of a pending investigation, formal complaint or enforcement action by DOT or FAA during the past five ( 5) years regarding compliance with the Federal Aviation Act Exhibit 3

of 1958, as amended, or any order, rule, regulation or other requirement issued pursuant to the Act?

0 Yes II No (If "yes," describe each complaint, and indicate the current status or final disposition of each complaint on the attached "Detailed Response.")

8. Have you or any company in which you have a substantial interest ever been charged with any unfair, deceptive or anticompetitive business practices, or of any fraud, felony or antitrust violation during the past (10) years?

0 Yes II No (If "yes," describe each complaint, and indicate the current status or final disposition of each complaint on the attached "Detailed Response.")

9. Have you experienced any aircraft accidents or incidents (as defined by NTSB Regulation 49 CFR §830.2) during the past year or at any time in the past which remains under investigation by the FAA, NTSB or the company?

No

(If"yes," please describe, including the date of occurrence, type of flights, the number of passengers/crew on board, the number of injuries/fatalities, the damage incurred, the corresponding F AAI NTSB file numbers, and status of any investigation on the attached "Detailed Response.")

~~~ Signature Date

2 Exhibit 3

DETAILED RESPONSE OF DYNAMIC KEY PERSONNEL

Please see Exhibits 7 and 10. Exhibit 3

JEEVAN MALHOTRA 1505 New Garden Road, Apt 1F Cell: 618-203-6809 Greensboro, NC Work: 336-509-3802 27410 Email: [email protected]

PROFESSIONAL SUMMARY AND CAREER OBJECTIVE Seeking a challenging analytical position where my education and experience in finance and aviation can be of value  Excellent analytical, financial modeling and advanced Excel modeling skills  Strong communication skills and keenness to work hard and strive for success

PROFESSIONAL EXPERIENCE

Chief Financial Officer July 2014- present Dynamic Airways, Greensboro

 Streamlining the accounts payable process so that we have clear understand of aging payables  Implementing cost controls in various areas to reduce crew costs  Analyzing the fuel usage for B767-200 and implementing fuel conservation strategies which can help lower overall costs  Reconciling the accounts receivables from various vendors across the globe to ensure company revenue are maximized

Senior Division Budget Controller September 2012 – July 2014 Flight, In-flight & SOC Air Wisconsin Airlines, Appleton  Negotiations & Contract Analysis:  Worked closely with ALPA, AFA, IAM and TWU for negotiating contracts which had positive returns for the company  Built positive working relationships with the union groups  Reduced costs by $2.5M by negotiating lower benefits for the labor groups  Created flying and ground RFP’s to secure future business for Air Wisconsin Airlines and work closely with business partners – United & US Airways  Creating staffing models for pilots maintaining sufficient reserve and relief staffing levels at each domicile to overcome pilot shortage due to FAR 117  Implementing cost savings initiatives by analyzing Electronic Flight Bags capital project which will save $240k per year  Responsible for budgeting for all my business groups and implementing cost control targets across my groups  Worked with customer service groups to understand cost drivers which can help us to bid future RFP’s by maintaining a healthy profit margin Jeevan Malhotra 1

Exhibit 3

 Working with various business units and briefing them about trends in variances for each month

Division Budget Controller May 2010 – Aug 2012 Flight, In-flight & SOC Air Wisconsin Airlines, Appleton  Responsible for developing and maintaining budgeting, analyzing AR for appropriate business expenses  Creating models in Cognos Planning related to budgets and wage expenses for each sub- division  Managed budgets worth $120 million related to wages, capital expenditure and operating expenses  Analyzing the Preferential Bidding System for Flight Attendants with various What-If scenarios related to minimum monthly guarantee and Deadhead time  Creating excel wage models for mechanics forecasting their 5-year and 10-year costs comparing to other regional carriers  Working closely with IAM negotiating team analyzing the various pay scenarios for mechanics (hourly wages, premium, longevity etc)  Prepared and analyzed annual budget, quarterly financial forecast outlook and financial plans for business group  Prepared budgets for flight, in-flight and SOC justifying their CAPEX and operating expenses  Overseeing the operating expense for my business units and making recommendations to lower cost  Creating business case to justify the new crew pay system and cost analysis for selecting a specific vendor  Work with accounting and other departments to ensure the expenses are being properly coded to the various GL accounts  Running weekly and month-end variance reports for wages and ops expenses

Senior Analyst Operations Performance December 2006-April 2010 US Airways,

 Provided financial analysis for Aircraft Communication and Reporting System proposal by ARINC vs. SITA  Analyzed the cost per additional aircraft added to the fleet  Forecasted the usage per domestic and international routes  Negotiated new pricing contract with ARINC which helped save $500K  In-charge for analyzing cancellations and weight restrictions of US Airways Express Carriers  Used SAS for forecasting the block performance of other airlines compared with us and whether they are adding block to their flights

Jeevan Malhotra 2

Exhibit 3

 Carried out Multiple Regression analysis for setting performance goals for various stations  Analyzed the fleet launch performance of our and express carriers and made recommendations to senior management to overcome short delays  Worked with complex SQL queries to extract information from large datasets for various delay analysis  Developed operational models to analyze performance on a weekly basis  Made recommendations to stations managers to improve departure performance  Analyzing the block performance of express carriers and reporting the appropriate results to the higher management  Developed an application to analyze the block performance of other airlines using the DOT data and forecasting their performance based on their current schedules  Used Visual Basic macros to create various reports for higher level management  Created Hub Performance application using Visual Basic which will analyze the Hub performance by banks and highlight the lowest performing bank  Created various reports automation to help in Central Load Planning Analysis  Experience handling various contracts with the vendors  Done cash flow analysis and budgeting for the operations department  Excellent knowledge in MYSQL and Oracle PL/SQL queries  Performed NPV analysis along with Sensitivity Analysis for data communication services provided by the vendors

Project Assistant August 2006-December 2006 Jacobsen Daniels Associates, Michigan  Assisted with forecasting gate demand for using SAS/STAT operating from DTW airport  Prepared cash flow statements for the existing aviation projects using Excel Modeling  Handled projects with budgets of $550 K  Carried out Capital Budgeting and maintaining financial models for O’Hare Modernization Program  Assisted with the preparation of Request-for-Proposal for airport clients  Excellent knowledge of technical skills required for decision making

Research Assistant January 2005- July 2006 Southern Illinois University Carbondale  Performed financial planning using spreadsheet and statistical software packages (SAS and Excel) to analyze financial data and develop forecasts  Assisted with preparation of operating budgets and performed budget variance analysis  Designed reports and presentations to effectively communicate financial results  Carried out analysis of analyzing their financial statements along with what-if scenarios  Performed credit analysis and supported staff with various finance projects Jeevan Malhotra 3

Exhibit 3

 Created Profit and Loss Statements using Quick Books Software  Experience working with pivot tables, performing financial analysis, what-if scenarios, and V lookup  Good experience working with Excel and Access

EDUCATION Master of Business Administration August 2006 Specializing in Finance, Cumulative GPA 3.73/4.00 Southern Illinois University, Carbondale, Illinois

Bachelor of Science Aviation Management December 2003 Cumulative GPA 3.62/4.00, cum laude Southern Illinois University Carbondale, Illinois

Aviation Maintenance Engineering December 2001 Cumulative GPA 3.72/4.00, cum laude

SKILLS Microsoft Office, Visual Basic, Cognos Finance, SQL and SAS Skills

HONORS/AWARDS RECEIVED  Awarded Nosotti and Snyder International Business Scholarship  Dean’s list for 6 semesters  Won Boeing Scholarship in Product Support  Gave presentations to Boeing Company which showed them various ways of improving supply chain efficiency  Awarded Certificate of Recognition from Boeing Company

VOLUNTEER EXPERIENCE January 1999- August 2001 Red Cross Society, India Supervised activities related to core programs and motivated groups to work together to find solutions to problems i.e. Disaster response, disaster preparedness and health and care in the community

AFFILIATIONS  Member of Minority Aviation Council- Southern Illinois University 2003-2005  Member of Aviation Management Council- Southern Illinois University 2003-2006  Life Member of Red Cross Indian Society 1999-2001

REFERENCES Available on request

Jeevan Malhotra 4

Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Steven L. Kellenburger

Qualifications for Technical Services Management Personal Summary

Enthusiastic, detail- oriented, self-starter with a superior work ethic with the ability to quickly adapt to any challenging environment. Excellent communication and organizational skills coupled with strong electrical and technical abilities earned from more than 28 years of progressive aviation maintenance and technical training. Thrives in demanding and high pressure situations where adaptability and efficiency are essential.

Areas of Expertise Avionics Troubleshooting Project Management Training/Teaching Mechanical Troubleshooting Line Maintenance Management Technical Support Electrical Troubleshooting Organization Development Communication MS Office Programs Technical Manuals Technical Writing Management Technical Experience

 Line Maintenance Supervisor  Supervised line and maintenance control shift operations in Denver and Springs  Assisted with aircraft conformity and bridging maintenance for adding aircraft to certificate  PowerPlant Engineering US Airways  Developed line maintenance engine change procedures  Engine trend monitoring and analysis  Heavy maintenance project management  Oversite for STC conversion of B767-200 passenger aircraft into B767-200 Cargo  Heavy maintenance program development and onsite maintenance representative  Line maintenance manager ProAir  All line maintenance operations  Aircraft acquisitions and certifications  Travel Team Manager ATA  Managed travel team of technicians to provide aircraft maintenance support globally  Base station support and development  Flight Technician  Provide global maintenance support for B767 and B757 Aircraft  Support out of service aircraft internal and external at MRO facilities  Manage special projects: aircraft modifications; special maintenance visits; heavy maintenance checks  Director Quality Assurance Dynamic Airways  Responsibility for overall quality of Dynamic Airways Technical Operations. Establishes, either directly or through delegation, policies, procedures and standards to ensure compliance with Federal Aviation Regulations as applied to the maintenance and continuous airworthiness of Dynamic Airways aircraft.

Aircraft Experience Run/Taxi 727,737,757,767(instructor),DC9/MD80,A300 CATII 737,757,A300 RII 727,737- 100,200,300,500,757,767,DC9/MD80,A300, L1011Propulsion Engineering A320, B737, B757

Professional History Continental Airline 1987-1995 Travel Team Technician Western Pacific Airlines 1995-1998 Line Maintenance Supervisor US Airways 1998 Contracted Power Plant Engineer AirBorne Express 1998-1999 Project Coordinator/Manager Pro Air 1999-2000 Line Maintenance Manager American Trans Air 2000 -2001 Travel Team Manager Yamato Corporation 2001 -2002 Electronic Technician Live TV(JetBlue) 2002 -2005 Avionics Technician 2004 -2006 Inspector/Trainer MSK Aviation Services, LLC 2006 -2009 Owner/ Managing Member North American Airlines 2007- 2014 Flight Technician Dynamic Airways 2014-present Director Quality Assurance Exhibit 3 Exhibit 3 Exhibit 3 Michael Steinke Greensboro, North Carolina Phone: (336) 591-2181 1869 Oldtown Road Walnut Cove, NC 27052 (USA)

Objective

To obtain a Director level (or higher) management position with a worldwide Part 121 Air Carrier.

Experience

 2012 to Present Tradewinds Airlines, Inc./Sky Lease I, Inc. 243A Burgess Road Greensboro, NC 27409

Director of Maintenance

. Responsibilities and duties include: o Recruiting, hiring, evaluation, and disciplinary action of maintenance controllers and line mechanics. o Plan and forecast maintenance checks and coordinate with maintenance providers and or in house staff for slots to perform such checks. o Review, negotiate and accept contracts on behalf of the Maintenance department and the company. o Provide technical support for maintenance checks as needed as one of the Company’s main liaisons with Boeing. o Work directly with the Director of Quality Control to maintain the Sky Lease certificate in good standing with the F.A.A. o Insure that safety standards are being complied with as required by all regulatory agencies. o Supervise and direct the overall maintenance activities of the maintenance department. o Communicate directly with the President regarding all AOG delays, airworthiness issues and any maintenance issues that will impact operating costs significantly. o Supervise the evaluation of ECM program along with the Director of Quality Control to insure fleet engines are operating within prescribed parameters and to schedule timely and cost effective engine replacements. o Work in conjunction with the D.O.O. and chief pilot to insure the fleet maintains the best possible on time performance and to address any and all concerns regarding airworthiness issues. o Develop budgets and cost analysis to maintain an effective and efficient cost structure for the maintenance department.

Exhibit 3 . Accomplishments: o Accomplished proving runs for addition of B747-400 to the Sky Lease operations specification in a one week time frame and have added a total of four B747-400 aircraft to the operations specification in the last 12 months. o Coordinated and performed the first in house MD11 C check for the group including manual revisions, establishing policies, procedures and the structure for the work force.

. Reports to the President/CEO.

 2007 to 2012 Tradewinds Airlines, Inc./Sky Lease I, Inc. 243A Burgess Road Greensboro, NC 27409

Manager of Maintenance Control

. Managed a staff of maintenance controllers who are responsible for the daily routine and non routine maintenance activities of this Part 121 Air Carrier specializing in worldwide operations utilizing MD11 and A300B4 Cargo Aircraft. . Responsibilities and duties include: o Recruiting, hiring, evaluation, and disciplinary action of maintenance controllers and line mechanics. o Plan and forecast maintenance checks and coordinate with maintenance providers and or in house staff for slots to perform such checks. o Provide technical support for maintenance checks and provide support as needed as one of the Company’s liaisons with Airbus and Boeing. o Provide technical support to the line maintenance staff for repair of aircraft and continued airworthiness. o Maintain and provide reports from the Sage and Pratt and Whitney engine monitoring programs. o Maintain and provide reports from the oil usage program. o Maintain and provide reports to Quality Assurance for the NEF programs of both fleet types. o Assist the purchasing group with locating and identifying correct and cost effective parts. o Review and negotiate outside vendor contracts and support. o Work closely with the Quality Control Department and the FAA to ensure Safety and Continued Airworthiness. o Work with the flight coordinators to ensure cost effective and efficient usage of the fleet by minimizing impact from required maintenance.

. Reported to the Director of Maintenance.

Exhibit 3 2000 to 2006 Express.Net Airlines LLC 101 Aviation Drive North Naples, Florida 34104

Manager of Maintenance Control

. Managed a staff of maintenance controllers who were responsible for daily routine and non routine maintenance activities of this Part 121 Air Carrier specializing in worldwide operations utilizing A300B4 and B727 Cargo Aircraft. . Responsibilities and duties included: o Representation of the company at daily Customer directed meetings to discuss aircraft status, delays, upcoming events, and overall performance of the carrier. o Chairing daily maintenance planning meetings held to plan and schedule all maintenance activity including parts provisioning and status, heavy maintenance checks, engine overhauls, and deferred maintenance items. o Departmental budgets. o Reviewing and maintaining contracts for outside maintenance services. o Reviewing and supporting the ECM and oil usage program. o Oversight and support of the heavy check maintenance program and technical support as one of the company’s liaisons with Airbus and Boeing. o Purchasing department support and approval of major purchases for parts and equipment. o Liaise with the FAA and DOD to ensure regulatory compliance. o Long range and short term forecasts for aircraft maintenance. . Accomplishments: o Maintained the department at or below budget. o Achieved above 96% on time reliability for company customers including Menlo/UPS, USPS, Cathay Pacific, Dragon Air, Air Macau, and other foreign air carriers. . Reported to Director of Maintenance

 1997 to 2000 Burlington Air Express, Inc. Toledo, Ohio

Technical Service Specialist

. Liaised with contract air carriers on maintenance activity and performance concerns to enhance services levels. . Responsibilities and Duties Included: o Liaise with Carrier Contractors and Operations Control Center. This included reporting of timely and accurate information of the mechanical condition of all contractor aircraft to OCC along with solutions, recommendations, and back up plans for those aircraft deemed unserviceable. o Coordinated the search and movement of parts for A.O.G. aircraft. o Provided technical assistance to the mechanics in the field in an attempt to shorten delays. o Developed plans to increase the reliability in a cost effective manner. Exhibit 3 o Tracking and auditing the performance of aircraft and contractor performance and communicating solutions and suggestions for performance enhancement as needed. . Accomplishments: o Enhanced service levels and cost effectiveness through valuable communication with the Carriers and OCC regarding status, solutions, and back up plans.

 1996 to 1997 Gemini Air Cargo Reston, Virginia

Manager of Line Maintenance

. Manager of Line Maintenance for a Part 121 Air Carrier specializing in worldwide operations utilizing DC10 Cargo Aircraft.

. Responsibilities and Duties included: o Recruiting, hiring, evaluating and disciplinary action of maintenance representatives. o Evaluation and monitoring the job performance of line mechanics and maintenance representatives. o Provide technical assistance as required to resolve problems and improve the operation. o Review line mechanic and contractor paperwork to ensure compliance with company and FAA procedures. o Tracked and replenished base spare parts, materials and supplies as required to maintain minimum levels. o Training records review and audits to ensure compliance with company training standards. o Line Maintenance personnel scheduling. o Held “Policy and Procedures” training refresher sessions to ensure compliance. o Provided aircraft releases for aircraft after completion of A checks and line service checks. o Released aircraft and parts back to service as a Required Item Inspector. o Developed budgets for all line maintenance activity and bases around the world. o Developed long range and short term forecasts for aircraft maintenance. . Accomplishments: o Assisted in obtaining of Gemini’s Part 121 Air Carrier Certificate which included the building of all manuals, the setting up of line stations, the development of training programs, negotiating of maintenance contracts and implementing and being a major part of the proving run. o Developed Base minimum level spare parts, materials, and supplies to ensure reliability and efficiency. o Assisted with the development of a maintenance training curriculum. o Maintained department at or below budget.

. Reported to the Director of Maintenance

Exhibit 3 1991 to 1996 American International Airways, Inc. Ypsilanti, MI

Maintenance Station Manager

. Managed all aspects of daily aircraft maintenance at the Toledo, Ohio (BAX) base of this Part 121 Air Carrier specializing in worldwide operations utilizing DC8 Cargo Aircraft. . Responsibilities and Duties Included: o Liaised with Customer (BAX) to ensure performance issues were addressed through the implementation of performance enhancement and corrective action initiatives. o Schedule and supervise the work activity of a large group of line mechanics, avionics mechanics, and other personnel. o Perform turnaround service checks, “A” checks, Airworthiness Directives inspections and corrective actions as required. o Performed as Required Item Inspector and returned aircraft to service after completion of heavy maintenance activity. o Maintain station fund account for supplies and repairs of company equipment.

 1987 to 1991 Rosenbalm Aviation Ypsilanti, MI

Maintenance Manager August 1991 thru December 1991

. Managed line maintenance personnel of this Part 121 Air Carrier specializing in worldwide operations utilizing DC8 Cargo Aircraft. . Responsibilities and Duties Included: o Determine repair and maintenance priorities and supervise to ensure on time performance of a six aircraft with up to seven flights per day. o Liaise with Customers and their employees. o Maintain equipment and inventory of parts and consumables including the determination of serviceability and trace. o Prepare necessary reports and records as required by Management. o Perform daily service checks, “A” checks, Airworthiness Directives inspections and corrective actions as required.

Maintenance Controller January 1991 thru July 1991

. Directed routine and non routine maintenance activities of line maintenance personnel. . Responsibilities and Duties Included: o Maintain airworthiness of eighteen aircraft per shift. o Coordinate activity with FAA principal maintenance inspector. o Determine parts applicability, minimum equipment list applicability and track carryover items. o Liaise with flight operations to maintain on time departures and monitored aircraft times and flight discrepancies.

Exhibit 3 Lead Mechanic December 1988 thru December 1990

. Supervised and mentored up to six mechanics in the proper repair and maintenance of four DC8’s having up to five flights per day. . Responsibilities and Duties Included: o Inspect aircraft parts, engines, determine air worthiness of repairs and address air worthiness directives. o Lead mechanic for engine and major component changes, line level maintenance checks, and heavy maintenance checks with the authorization to return aircraft to service. o International ride on flight mechanic services.

Line Mechanic August 1987 thru November 1988

. Responsibilities and Duties Included: o Performed preventive maintenance, sheet metal repairs, routine/non routine work. o Log book authorization for daily checks and all lower level and heavy maintenance checks on DC-8 aircraft including return to service authorization. o Trouble shooting systems, components and component changes.

Authorizations and Qualifications

. Authorized Instructor for engine run-up and taxi training. . JT3D engine run qualified. . CFM56 engine run qualified. . L1011 engine run and taxi qualified. . DC8, series 50, 60, 70, Taxi qualified. . Required Item Inspection authorization. . Receiving Inspector authorization. . Restricted Radio Telephone Operator permit. . DC10 Airworthiness Release . DC10 Required Item Inspection Release . MD11/A300 Airworthiness Release. . B747-400 Airworthiness Release

Technical Training

. Blackhawk Technical Institute, Janesville, WI o Certificate - Airframe and Powerplant Mechanic Exhibit 3 o Honors: Wag-Aero Academic Achievement Scholarship, Directors Honor List . General Electric, Cincinnati, OH o CFM 56-2 Line Maintenance Training . Jet Engine Training of Dallas, Dallas, TX o JT3D Engine Training . United Parcel Service, Louisville, KY o Phase II Avionics Training. . American International Airways, Ypsilanti, MI o L1011 And B747 Fam Course. . Gemini Air Cargo, Reston, VA o DC10 Fam Course (Douglas Factory) . United Airlines C.A.E., Denver, CO o DC10 Fam Course JT3D engine run qualified. . Federal Aviation Administration, Herndon, VA o Federal Aviation Regulations . Express Net Airlines, Naples Florida o A300/B727 Gen Fam . Tradewinds/Sky Lease Airlines, Greensboro, NC o B747 Avionics, MD11 Gen Fam o GE CF6-80 engine o Pratt 4460 engine, RVSM o B747-400 Gen Fam

Computer Skills

Microsoft Power Point, Microsoft Project, Excel, Word, Outlook, WebEx, Social Networking, GE and PW Engine Monitoring Programs

References Provided Upon Request

DOT QUESTIONNAIRE

Will be provided.

Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3 Exhibit 3  201 H Northpoint Avenue  High Point, North Carolina 27262 RITA SIMAS  336.899.7947  [email protected]

QUALIFICATIONS PROFILE

Seasoned, well-known, and highly-accomplished professional, equipped with 21 years of expertise in utilizing skills and knowledge in transportation industry as well as industry operation, destination management sales, as well as personnel training and management. Currently seeking a career challenge to develop business skills; background includes proven track record and outstanding results in destination management, policies, and procedures implementation and program execution. Exemplify abilities in establishing rapport to strengthen relationships with leading corporate and industry personnel. Demonstrate outstanding skills in researching and authoring training materials. Experienced extensive travel throughout different countries like China, Russia, Israel, Siberia, Iceland, Estonia, Saudi Arabia, Mexico, Canada, Armenia, Europe, as well as in various cities of the United States; possess strong interpersonal and communication skills.

AREAS OF EXPERTISE

Organizational Skills  Proven track record of utilizing efficient time management techniques  Manage staff and uphold costs and operations through effective plan development  Well-known for cross discipline talents in needs analysis and evaluation, troubleshooting, and problem resolution in fast-paced and technical environments Communications  Encourage team members to achieve corporate and personal goals and objectives  Able to resolve interpersonal conflicts  Establish positive and conducive learning environment Project Management  Implement effective solutions to develop communication while efficiently utilizing time to identify progress and achieve goals Problem Solver  Provide responsive service during exceedingly demanding adjustments  Assess programs, make perceptive decisions to affect positive change, and focus on new priorities

CAREER HIGHLIGHTS

 Conducted research and authored all curriculums for Hilco Transport, Inc., including instructor guides, PowerPoint presentations, videos, quizzes, forms, and manuals, with the following topics: DOT drug and alcohol, HAZMAT; security awareness for HAZMAT, HAZCOM; hours of service; emergency procedures; LOCK OUT/TAG OUT; heavy equipment such as forklift, liquid asphalt, propane, solid waste, blood borne pathogens, petroleum; train the trainer; asbestos awareness; employee wellness; customer service; time management; effective communication; pre-trip inspection; and personal protective equipment  Served as active member of Hilco Transport, Inc., HAZPOWER Emergency Response Team; Pace Airlines Emergency Response Team; and US Airways Emergency Response Team  Exhibited proven track record of interpreting and implementing certification procedures, policies, and regulations for cabin crew and cabin safety during service of work aviation  Oversaw the development of curriculum for newly hired employees and recurrent training  Created and trained, employees on Security Plans for Eastwind Airlines and Hilco Transport, Inc.  Ensured compliance with established FAA, DOT, TSA, FMSCA, and OSHA regulations  Consistently obtained position with increasing responsibility, including promotion to various positions such as to air transportation service associate after one month on Pace Airlines; manager of Drug/Alcohol Abatement for excellent performance; and director of In-flight/Training over 75 flight attendants and pilots at Eastwind Airline  Attained certification for domestic and international of DC9, MD80, 737, 727, 757, 767, 747, DC10, and Airbus aircraft  Received various honors and recognitions, including the following: — 2008 Impact Award: Recognition of safe performance and continued efforts in promoting safety on the nation’s highways — Sponsor by National Interstate Insurance Company, Hilco Transport Inc. — Certificate of Recognition: Perfect Dependability, — Honored for volunteering assistance in military charter flights to Saudi Arabia during the Gulf War under the Civilian Reserve Air Fleet Contingency Plan, Continental Airlines 1 | P a g e Exhibit 3  201 H Northpoint Avenue  High Point, North Carolina 27262 RITA SIMAS  336.899.7947  [email protected]

 Promoted to Director of in-flight and trained over 75 flight attendants at Eastwind Airlines  Authored flight attendant training manuals commended by FAA Trained flight personnel to encompass pilots in emergency equipment  Formulated operations and policy/procedures manuals to guarantee efficiency of operation  Adept as a flight attendant and Air Transportation Supervisor as well as an Instructor

PROFESSIONAL EXPERIENCE

Director of Training 2008–Present Hilco Transport Inc.  Kenmont Road, Greensboro, NC

. Oversee the implementation of and direct training programs to verify relevance, accuracy, and regulatory compliance as well as ensure that its content satisfy the customer and company requirements . Closely monitor and leverage training budgets . Administer training schedules and interface with all affected parties . Facilitate periodic assessment and revision of training curriculums; supervise and restructure specialized training courses to address immediate business requirements . Acknowledge fulfillment of customer contract training requirements . Manage personnel training regarding performance of duties and accomplishments of assigned objectives . Supported other managers in confirming accuracy of training record as well as compliance with applicable regulations . Direct and facilitate training for more than 200 employees to secure their conformity with regulations for the newly hired employees and yearly recurrent training . Certified Smith Defensive Driving Instructor . Member of Hilco Transport Emergency Response Team

Domestic Flight Attendant 2006–2008  Indianapolis, IN

. Led presentation of departure and destination reports, passenger ticket numbers, meal and beverage inventories, and lost and found articles . Rendered different personal services favorable to safety and comfort of airline passengers; welcomed passengers, verified tickets, recorded destinations, and led passengers to their assigned seats

Corporate Travel Counselor 2005–2006 American Express  High Point, NC

. Assumed responsibilities of a corporate travel counselor utilizing Apollo system (air, hotel, car, and train) . Provided excellent customer service to maximize business opportunities and gain repeat business . Maintained customer profiles and aligned travel based on customer preferences, company policies, and American Express procedure

Course Curriculum Writer/Instructor 2002–2005 Pace Airlines  Winston Salem, NC

. Rendered various services on many charters, such as Boston Pops, NASCAR, Sport Teams, and high profile passengers . Managed excellent food preparation, shopping, and catering for first class service . Assumed responsibility in maintaining and scheduling all testing for safety sensitive employees . Ensured complete implementation of all FAA/DOT and OSHA reports to maintain efficient operation . Authored curriculums for newly hired employees, administered recurrent flight attendant training programs, and coordinated to FAA for approval . Facilitated employee development programs . Formulated flight attendant training manual and developed methodology to assess training effectiveness . Reviewed and revised courses and flight operations training manual to comply with the company procedures and federal regulations . Interfaced with FAA concerning changes in requirements that would affect flight attendant procedures, actual training, and instructional materials

2 | P a g e Exhibit 3  201 H Northpoint Avenue  High Point, North Carolina 27262 RITA SIMAS  336.899.7947  [email protected]

. Worked in collaboration with the director of in-flight in recruiting newly hired employees . Communicated with departments to ensure all flight attendant manuals were updated with bulletins and revisions

Customer Service Manager Call Center 1999–2001 US Airways  Winston Salem, NC

. Led research for cabin safety operations and FAA regulatory compliance . Built and supervised compliance with Federal Aviation Regulations . Composed reports on findings to in-flight management . Obtained customer satisfaction by providing high-end service and identified ways to resolve client’s concerns

Director of Inflight/Training 1996-1999 Eastwind Airlines  Greensboro, NC

. Hired as a crew scheduler for pilots and flight attendants . Uphold cabin safety and passengers safety procedures . Assessed and oversaw flight attendant instructors to ensure emergency training and cabin safety issues were provided per FAR guidelines . Documented flight attendant training records for new hire and recurrent training . Facilitated emergency drills and developed in-house emergency procedures training program . Effectively influenced new hire flight attendants and helped Human Resources with interviews, drug abatement program and discipline . Recruited pilots and flight attendants

EARLIER CAREER

Certified Domestic / International Flight Attendant 1990–1996 Continental Airlines  Houston, TX

EDUCATION

Business AdministrationCommunity College of Rhode Island  Lincoln, RI

PROFESSIONAL TRAINING

. 2014 40 Hour HAZWOPER . 2011: 8-Hour HAZWOPER Refresher . 2010: Certified, Smith Defensive Driving Instructor . 2010: Certified, Basic First Aid and CPR-American Red Cross . 2009: Reasonable Suspicion Drug/Alcohol Supervisor Training . 2008: New Miner Training MSHA . 2007, 2006, 2001, 2000: Flight Attendant Training . 2005, 2001: Common Strategy Training One/Two . 2004: FAA Academy Interpersonal Skills for the Leadership Role . 2004, 2000, 1996: Customer Service Training . 2004, 2003, 1997: DOT Supervisor Recognizing Drug/Alcohol Workplace Training . 2003: Transportation Security Administration Security Screening Training and Instruction Training . 2003: OSHA Recordkeeping Training . 2003, 2001, 2000: Emergency Response Training . 2003, 1996: Flight Attendant Instructor Training

3 | P a g e Exhibit 3  201 H Northpoint Avenue  High Point, North Carolina 27262 RITA SIMAS  336.899.7947  [email protected]

. 2002, 1996: Air Transportation Supervisor Training . 2000: Business Letter Writing Training . 1999–2006: Guildford County NC Substitute Teacher . 1999: FAA Academy Occupational Safety for Supervisors . 1991: International Training

4 | P a g e Exhibit 3 Exhibit 3 Exhibit 3 THOMAS JOHNSON 2600 Cedarwood Ct. McKinney, TX 75070 972.529.8833 [email protected] ______Sales / Vice President / Director / Market Development / President ~Strategic Management ~ Major Market Development ~ P&L Client Retention ~ Mergers and Acquisitions ~ Contract Negotiations Sales~ 300+ Employee Management ~ Capitol Raises ~ Start ups ______Highly accomplished and integrity driven entrepreneurial business thinker and leader experienced in building and operating successful companies. Consistent record of delivering extraordinary results in growth, revenue, operational performance and profitability in high pressure and rapidling changing ground and airline transportation markets surpassing aggressive corporate goals. Great client retention relationships and workforce management.

 Spearheaded startup company achieving sales of $6 million dollars in 10 months  Spearheaded new region growth of 25%+ in first 2 years  Increased sales by 15% in first 8 months of a 40 million dollar company  Developed charter market for charter airline in excess of $7 million  P&L management of $50 Million dollar budget and $100 Million in assets

Key skills: Entrepreneurial thinker, with excellent closing skills, consistently going the extra mile in negotiations, thinking outside the box. Well versed in RFP process. Will always gain cooperation at all levels with a natural ability to win sales contracts. Nationwide contact list.

Education: BA – Business, University of Wisconsin – Whitewater. Extensive and ongoing sales and leadership training. SELECTED ACHIEVEMENTS

Developed charter market for charter airline achieving in excess of $7 in sales. Marketed and sold all inclusive charter airline programs to airlines, government entities, university athletic, and major league team travel. RFP management, contract retention and strong negotiation skill set. Coordinated all ground operations with FBO’s and fueling companies nationwide.

Founded and spearheaded new company achieving $6 million dollars in first-year exceeding goal by 25%. Sales and marketing, managed the RFP process, logistics, financial, cost analysis and relationship building of new contracts for government entities, universities and public school districts. Designed and built logistics and sales functions to operate company with 5-10 year renewable contracts exceeding $7 million dollars.

Leveraged entrepreneurial skills by marketing, developing, and managing start up company from inception to $7.5 million. Directed all inside and outside marketing, operations and growth. Broad scope of responsibility including; RFP management, marketing/sales, managed P/L, strategic planning, budgeting, staff development and retention. Raised capital for start up. Planned and allocated budgets.

Directed sales and marketing efforts for U.S. Southwest region of $300 million company. Directed successful marketing efforts to increase profits of SW Region to $9 Million. Led strategic market development, sales forecasting, marketing, trade shows, and operations in SW Region.

CAREER HISTORY

Vice President Business Development; Dynamic Airways June 2013 to Present Development of new routes. Facilitate airport above and below wing in new markets Coordinate new marketing activities Coordinate interface between operations and new market vendors Any and all duties as requested

Exhibit 3 President: I-Jet Aviation, 2011 to present, built air-charter Brokerage Company to $2 million dollars operating Nationwide University Athletic Teams charter air travel.

Director of Operations: Kings Coach, December 2011 to Present. Built charter bus company operating route service from Dallas metroplex to Oklahoma Casino to over $9 million dollars in revenue.

Director, Sky King Airlines, 2009 to 2011, market development, sales and operations. Executed contracted charter air travel in excess of $7 million dollars for a $500 million dollar company.

Founder and Owner, TJP Transportation Group and Southwest Transportation, 1995- 2009, built companies with strong, multi year, renewable contracts exceeding $9 million dollars.

Earlier, Laidlaw Transit, VP Southwest Region, managed clients and growth revenue for SW Region to $9 million dollars for $300 million dollar company. Exhibit 3 Exhibit 3 Exhibit 3

Member Member Managing Member DY2 LLC Kenneth Woolley Paul Kraus 20% 40% 40%

CEO Paul Kraus

COO VP of Sales CFO Bill Gray Thomas Johnson Jeevan Malhotra

Director of Director of Director of Human Director of Quality Director of Route Director of Ops. Director of Safety Director of Security Maintenance CorporateTechnology Resources Control Development Contoller Herman Gillis Gary Kramer Ria Simas Mike Stenke Ivan Santiago Wendy Jones Steve Kellenburger Duscon Miliicevic

Manager of Manager of Direct ro of System Chief Pilot Director In Flight Manager of Manager of Manager of Quality Maintenance Station Manager Auditors Maintenance Technical CASS Manager Accounts Payable Operations Control Maintenace Control Technical Services Control Planner Capt. Dave Norgren Heather Johansen Training Publicatons

Manager of In Flight Service Maintenance Records Accounts Dispatchers RII Inspector Training Coordinator Controllers Coordinator DDRecievable

Manager of FLight Crew/ Records/ CASS Regulatory Flight Attendants Flight Mechanics Recieving Inspector Scheduler Clerk Oversight

Customs Pilots QC Station Auditor Coordinator

Travel Coordinator Exhibit 4 Additional Information and Documentation for Paul Kraus See Original Filing DOT-OST-2014-0069 for:

1. Exhibit 4 A – Paul Kraus Address 2. Exhibit 4 B – Paul Kraus Affidavit of Citizenship 3. Exhibit 4 D - Financial Statements for all companies Mr. Kraus holds significant financial and/ or managerial influence (CONFIDENTIAL) 4. Exhibit 4 E - Incorporation statements for companies Mr. Kraus holds significant financial and/ or managerial influence

Exhibit 4

Paul D. Kraus 1402 Esplanade Redondo Beach, CA 90277 USA [email protected] Mobile: 310.691.9098

Executive Summary: Senior commercial aviation executive who specializes in leading global air operational strategy, in negotiating commercial aviation asset transactions, in analyzing and implementing operating leases, and in establishing growth initiatives and partnerships. With over 22 years of aviation experience, core competencies are focused in the areas of executive team leadership, aircraft asset valuation, strategic sourcing, global market change, trade negotiations, operational and maintenance management and multiple product integration. Industry visionary and trading specialist with proven results in varied and complex global transactions and organizations in worldwide aviation marketplace.

EXPERIENCE AND EMPLOYMENT HISTORY

Dynamic Airways, Greensboro, NC 2013-present; Chief Executive Officer, Managing Director, Beneficial Owner Dynamic Airways is an FAA part 121 commercial air carrier specializing in ACMI charter flight operations, and in both passenger and cargo scheduled flight service operations. Operating multiple B767 aircraft, the focus is on scheduled service and charter destinations covering worldwide specialty markets.

Key Responsibilities: Ø Ultimate responsibility and authority for all business and policy decisions Ø Leads global strategy, execution and implementation Ø Responsible for maximizing enterprise value for stakeholders

Amur JMW Aviation/Amur Helicopter Financial Services, Kansas City, MO 2013-present; Co-founder and Co-Chairman Amur JMW Aviation and Amur HFS, private equity owned commercial fixed wing and rotor wing aircraft leasing businesses, which specialize in global end of life asset and leasing solutions for airlines and operators worldwide.

Key Responsibilities: Ø Leads acquisition, heavy maintenance and lease negotiations of aircraft for initial asset portfolio Ø Negotiates operating leases with end users Ø Sources and acquires additional aircraft into lease portfolio from multiple international legacy carriers Ø Manages all strategic transactions and divestitures

Jet Midwest Group of Companies, Kansas City, MO 2005-present; Founder and Chairman 1997-2005; Founder and CEO The Jet Midwest Group of Companies are a full service group of commercial aviation entities, which provide and maintain commercial aircraft spares, engines and complete aircraft in the aviation industry worldwide. Focus areas include parts supply, MRO support and asset sales and leasing.

Key Responsibilities 2012-Present: Ø Holds responsibility and authority for all business and policy decisions Ø Negotiates acquisition of entire aircraft, spares and equipment inventories Ø Responsible for acquisition of remaining aviation assets from multiple US airlines in liquidation Exhibit 4

Ø Oversees multiple aircraft fleet purchases of B767, B767F, B757, B747-400 and MD82 assets from Qantas, Air Canada, American Airlines, Delta Airlines and Avianca; making Jet Midwest one of the largest B767 spares suppliers worldwide outside of the OEM or an airline Ø Established $30MM+ borrowing facility, to facilitate expansion of capabilities Ø Leads growth initiatives resulting in increased revenues of 175% in less than 24 months Ø Launched new product fleet types to include A320, A319, B747-400 into asset pool

Key Responsibilities 2009-2011: Ø Established Jet Midwest Group, LLC to trade complete aircraft and engines Ø Led and negotiated 30 year lease at Kansas City International Airport to occupy over 1.2 million square feet of ex-American Airlines/TWA hangar, tarmac and maintenance space Ø Founded Jet Midwest Technik, Inc., o FAA Part 145 repair station certificate #5JMR702B Ø Developed multi year strategy to integrate JMT MRO functionality into other JM companies to improve asset utilization and increase return on investment Ø Obtained contract with Republic Airways to paint 250+ commercial aircraft Ø Successfully placed aircraft on ACMI lease operations in Southeast Asia, expanding presence to region

Key Responsibilities 2002-2008: Ø Led company through major expansion and M&A activities; acquiring over 150 aircraft during this period; establishing Jet Midwest’s global presence as an end user source for aircraft spares Ø Directly responsible for developing and driving worldwide growth strategies resulting in $18MM growth in revenue (2005-2008)

Jetcom Aviation, Inc., Los Angeles, CA 1994-2002; Founder, Chairman and President Jetcom Aviation was a privately owned commercial aircraft parts supplier. Its primary focus was on acquiring large quantities of surplus inventory from airline operators and re-marketing those spares to users within the aviation industry, including airlines, FAA repair stations and large parts brokers worldwide.

Key Responsibilities: Ø Held responsible for all corporate policies and business decisions Ø Managed all strategic transactions and led all sales and acquisition activities Ø Led acquisition and negotiations on initial asset portfolio obtained from US legacy air carriers Ø Successfully acquired liquidated aircraft inventory assets of TWA, Mark Air, Kiwi International, and Air Tran amongst others Ø Facilitated vendor approvals for GE Aircraft Engines, Rolls Royce and Pratt & Whitney, leading to creation of engine spares product line

International Aviation Resources Los Angeles, CA 1992-1994; Founder, Sales and Purchasing Consultant International Aviation Resources was a privately owned commercial aircraft surplus parts supplier.

Key Responsibilities: Ø Coordinated all parts sales to customers Ø Negotiated inventory acquisitions with suppliers Ø Managed sales and purchasing processes from inception to completion Ø Interfaced directly with customers and suppliers

Exhibit 4

Self-Employed Carpet and House Cleaning Service, Los Angeles, CA 1989-1992; Owner and Operator Operated a carpet and house cleaning service

Key Responsibilities: Ø Sourced and created customer leads; created word of mouth referrals Ø Negotiated pricing, delivery and work scope; then executed work scope Ø Interfaced directly with customers and suppliers

______

Career Highlights/Expertise Ø Manages all strategic transactions and sources and negotiates all asset acquisitions for over ten individual commercial aviation entities Ø Has completed over 450 aircraft and engine transactions worldwide Ø Estimated value of completed aircraft transactions valued at over $1 billion Ø Extensive expertise in Aircraft Operating Leases of Boeing and McDonald Douglas aircraft Ø 20+ year established relationships with domestic and international legacy air carriers including: o American Airlines, Delta Airlines, FedEx, UPS, DHL, Qantas, , Omni Air, Boeing Shanghai, Lan Chile, Air Panama, Alitalia, Thompson Airways, Jet2.com, Air Canada, , Avianca, Air China Ø Financial and Technical evaluation expertise in the following aircraft/engine types: o Boeing: 737, 747-400, 757, 767-200/300, 777 o McDonnell Douglas: MS82/83, MD90, MD11F, DC 1010F/30F o Fokker: F70/F100/F50 o Pratt & Whitney: JT8D-200S, JT9D-7R4, PW2040, PW4056/4060 o CFM International: CFM56-2/3 o General Electric: CF6-50C2/E2, CF6-80A/80C2 o Rolls Royce: RB211-524B/G/H/T, Tay650-15

______

Current positions/seats held Dynamic Airways, LLC; Managing Director, CEO, Board Member Amur JMW Aviation, LLC: Co-Chairman, Board Member Amur HFS, LLC; Board Member Jet Midwest Group, LLC; CEO, Board Member Jet Midwest, Inc.; Chairman, Board Member Jet Midwest Technik, Inc.; Chairman, Board Member Jet Midwest Global, LLC; CEO, Board Member Jet Landing Systems, LLC; Co-Chairman, Board Member PMC Aviation 2012-1, LLC; Board Member

______

EDUCATION 1989, General Education Degree, Johnson County, Kansas

CITIZENSHIP United States Citizen, US Passport number 440851760

Exhibit 5 Additional Information and Documentation for Kenneth Woolley

See Original Filing DOT-OST-2014-0069 for:

1. Exhibit 5 A- Kenneth Woolley Address 2. Exhibit 5 B – Kenneth Woolley Affidavit of Citizenship 3. Exhibit 5 C - Kenneth Woolley Personal Financial Statement (CONFIDENTIAL) 4. Exhibit 5 D - Kenneth Woolley Explanation of Personal Financial Statement (CONFIDENTIAL) 5. Exhibit 5 E - Swift Air Financials (CONFIDENTIAL)

Exhibit 5 A - Kenneth Woolley Resume

From 1973 through 1978 Mr. Woolley was employed by Nielson Enterprises, Inc in Cody, Wyoming as a vice president. Nielson Enterprises was involved in manufacturing, realt estate development and oil and gas drilling.

From 1971 though 1973 Mr. Woolley worked as a management consultant in Boston for the Boston Consulting Group, Inc.

Mr. Woolley earned a B.A. in Physics from Brigham Young University in 1969, an MBA from Stanford Graduate School of Business in 1971 and a Ph.D. from Stanford Graduate School of Business in 1972.

Exhibit 6 Additional Dynamic Airways Financials CONFIDENTIAL

See Exhibit 6 from Original Filing DOT-OST-2014-0069 for Dynamic’s 2011-2013 Financials

Exhibit 7 Amended Outstanding Actions and Judgments Greater Than $5,000

Outstanding Actions and Judgments > $5,000

William Gray had a beneficial interest in a trust that was part owner of a Florida limited liability company GSBD & Associates, LLC f/k/a GSB & Associates, LLC (GSB) which was an aviation fuel supplier. The firm is no longer in business; however, a judgment in the sum of 2,751,381.20 was agreed upon and entered against GSB in the United States Bankruptcy Court in the Southern District of Florida. Please see Exhibit 10 for additional details.

William Gray has also been named personally as a defendant in a similar suit involving GSB in Washtenaw County, Michigan. This suit is pending and has recently entered the discovery stage. Please see Exhibit 10 for additional details.

Exhibit 8 Amended Affidavit of Safety Compliance

Exhibit 8 Exhibit 9 Description of Pending Investigations, Enforcement actions, and Formal complaints filed by the Department, including the FAA

Exhibit 9

Dynamic has three investigations pending by the Department, including the FAA.1 They are as described below: 1. DOT

i. July 8, 2014 Letter - Dynamic received a letter from DOT’s Enforcement Division regarding potential violations of 49 U.S.C. §41712, 14 CFR Parts 204 and 380 and Order 2011-3-27. The letter inquired about Dynamic’s June 2014 operations to Brazil in connection with the World Cup and all substantial changes, as defined at 14 CFR 204 .2(1), undergone by Dynamic Airways since receipt of its Certificate of Public Convenience and Necessity for Foreign Air Charter Transportation and Order 2011-3-27. Dynamic fully responded to this letter on September 5, 2014. Dynamic does not believe it violated the statute or any Department regulations in connection with its Brazil charters.

2. FAA

i. Brazil – On June 27, 2014, the FAA advised Dynamic it was investigating allegations by the National Civil Aviation Agency (ANAC) that Dynamic Airways failed to possess airspace and landing permits for operating their B767 aircraft into Natal and Manaus Brazil. Dynamic denies operating without appropriate permits and is in the process of pulling together the necessary documents, including from Brazil, to submit to the FAA.

ii. Venezuela – On July 31, 2014, the FAA advised Dynamic it was investigating possible unauthorized operations to/from Venezuela. Dynamic formally responded to this allegation on September 29, 2014. At the time it operated the flights it understood based on TSA regulations and guidance documents that it had the authority to conduct the flights, consistent with its FAA op specs which included Venezuela. Dynamic currently has authority from TSA and FAA and is operating cargo charters to Venezuela.

1 While 14 CFR 204.3 (o) only requires Dynamic to disclose matters pending before the Department and FAA, Dynamic wanted to disclose there is a letter request for information from the Transportation Safety Administration (TSA) regarding certain past operations. The airline is working with TSA to resolve those issues. Exhibit 10 Amended Description of Chargers of unfair or Deceptive or Anti- Competitive Business Practices, or a Fraud, Felony or Antitrust Violation

Exhibit 10

Description of Charges of Unfair or Deceptive or Anti-competitive Business Practices, or a Fraud, Felony or Antitrust Violation

Bill Gray had a beneficial interest in a trust that was part owner of a Florida limited liability company GSBD & Associates, LLC f/k/a GSB & Associates, LLC (GSB) which was an aviation fuel supplier. The company was formed in January 2009and ceased doing business in September 2011. Mr. Gray worked part-time for the company to obtain fuel contracts with airlines. His partners were responsible for the financial aspects of the Company including the bank accounts and check books.

In 2009, GSB entered agreements with , Inc. (Arrow) and , LLC (Kalitta) to sell jet fuel at a discounted rate. These contracts were ultimately breached when the company from which GSB was to obtain the fuel failed to deliver. This led to litigation in Florida and Michigan. Each is set out below.

Arrow Air Inc. v. GSB & Associates, LLC, Case No. 10-28831-AJC (Bankr. S.D. Fla. 2011)

In 2009, Arrow Air entered into a Jet Fuel Agreement with GSB. Pursuant to the Jet Fuel Agreement, Arrow agreed to purchase jet fuel at a discounted rate from GSB. The Agreement also required Arrow to place payment for the fuel delivery in an escrow account pursuant to an escrow agreement. The escrow agreement required money be taken from the account once the jet fuel was received. A substantial amount of fuel was delivered to Arrow under this contract. In 2010, GSBD found jet fuel in Russia at a severely discounted rate and agreed to purchase it. Unknown to Mr. Gray, money was wired to the fuel supplier before the jet fuel was delivered. The jet fuel was never delivered to GSB which then owed Arrow Air $2.4 million which they could not pay.

Arrow filed for bankruptcy in Summer 2010 and filed the lawsuit against GSB in September 2011, claiming breach of the Jet Fuel and Escrow Agreements, as well as, unjust enrichment. Mr. Gray was an initial defendant in that suit but he was dismissed. Ultimately, an agreed judgment was entered against GSB in November 2011 in the sum of 2,751,381.20. This judgment remains unpaid.

Kalitta Air, LLC v. GSBD & Associates, No. 13-1186-CZ (Washtenaw County, Michigan)

In 2009, GSB entered into a Jet Fuel and Escrow Agreement with Kalitta to deliver discounted jet fuel to Kalitta. Kalitta paid $28,928,330 into the Escrow Account and received $24, 216,283 in jet fuel. Due to the failure of the Russian oil company to deliver the jet fuel described above, GSB was unable to complete the contract or refund the money for the fuel not delivered.

Kalitta is suing for the $4,712,047 loss. In 2013, Kalitta filed a complaint in Washtenaw County, Michigan against GSB and various other parties involved in the Jet Fuel Agreement between Kalitta and GSB. Mr. Gray was personally named as a defendant in this case which is a simple breach of contract claim. The Jet Fuel Agreement had an integration clause which bars any personal liability. The suit lists counts including breach of contract, but also fraud against all entities and individuals involved in the business venture. Kalitta has alleged Mr. Gray made Exhibit 10

financial misrepresentations to it and induced it into the Jet Fuel Agreement using his prior employment and relationship with Kalitta. Mr. Gray denies all the allegations made against him personally and expects the suit will be dismissed. The case is currently in the beginning of its discovery phase.

Exhibit 11 Narrative History of dynamic Airways See Original Filing for DOT-OST-2014-0069

Exhibit 12 Description of Authority and Identify of Local FAA Office and Personnel Responsible for Processing Any Application for Additional FAA Authority See Original Filing for DOT-OST-2014-0069

Exhibit 13 Amended Forecast Balance and Income Statements for Proposed Scheduled Service Included: A. Amended Forecast Balance and Income B. Third Party Verification of Kenneth Woolley Assets to Fund Pledged Financial Support (CONFIDENTIAL)

Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 13 Exhibit 14 Certificate of Insurance See Original Filing for DOT-OST-2014-0069