James HM Sprayregen, PC Jonathan S. Henes, PC Christopher T

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James H.M. Sprayregen, P.C. Jonathan S. Henes, P.C. Christopher T. Greco KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

-and-

Ryan B. Bennett (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

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) In re: ) Chapter 11 ) GLOBAL SHARED SERVICES, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 32-0331692 ) ) ) In re: ) Chapter 11 ) NEW ATA ACQUISITION INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-4221985 ) ) ) In re: ) Chapter 11 ) NEW ATA INVESTMENT INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-4222109 ) ) ) In re: ) Chapter 11 ) NORTH AMERICAN AIRLINES, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 33-0358792 ) ) ) In re: ) Chapter 11 ) WORLD AIR HOLDINGS, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-2121036 ) )

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) In re: ) Chapter 11 ) WORLD AIRWAYS, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 94-1358276 ) ) ) In re: ) Chapter 11 ) WORLD AIRWAYS PARTS COMPANY, ) Case No. 12-______( ) LLC ) ) Debtor. ) ) Tax I.D. No. 43-1984672 ) )

DEBTORS’ MOTION FOR ENTRY OF AN ORDER DIRECTING JOINT ADMINISTRATION OF THEIR RELATED CHAPTER 11 CASES

Global Aviation Holdings Inc. (“Global Aviation”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), respectfully represent:

Background

1. The Debtors are leading providers of customized military, cargo, passenger and

commercial charter global air transportation services. Notably, the Debtors are the largest

commercial provider of air transportation for the United States Military. The Debtors operate

their businesses through their two airlines: World Airways, based in Peachtree City, Georgia,

and North American Airlines, based at JFK International Airport in Jamaica, Queens. The

Debtors operate a diverse fleet of cargo and passenger aircraft, employ approximately 1,800 employees and have annual revenues of more than $1 billion.

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2. Recently, notwithstanding its industry leading position, the Debtors have

encountered various financial and operational hurdles, due in part to a decreased demand for

military cargo and passenger services. In an effort to facilitate a comprehensive restructuring of

the Debtors’ businesses, on the date hereof (the “Commencement Date”), each of the Debtors

commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”). The Debtors are operating their businesses and managing their properties as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with

the filing of this motion, the Debtors have requested procedural consolidation and joint

administration of these chapter 11 cases. No request for the appointment of a trustee or examiner

has been made in these chapter 11 cases, and no committees have been appointed or designated.

3. A detailed description of the Debtors and their businesses, and the facts and

circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of William A. Garrett, Executive Vice President and Chief Financial

Officer of Global Aviation Holdings Inc., in Support of First Day Pleadings (the “First Day

Declaration”), filed contemporaneously herewith.

Jurisdiction

4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

5. Venue is proper in this District pursuant to 28 U.S.C. § 1408.

6. The bases for the relief requested herein are section 101(2) of the Bankruptcy

Code and Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

Relief Requested

7. By this motion, the Debtors request entry of an order, substantially in the form

attached hereto as Exhibit A (the “Order”), directing joint administration of these chapter 11

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cases for procedural purposes only. The Debtors request that this Court maintain one file and

one docket for all of the jointly administered cases under the case number assigned to Global

Aviation Holdings Inc., and that these cases be administered under the following consolidated

caption:

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) GLOBAL AVIATION HOLDINGS INC., et al.,1 ) Case No. 12-______( ) ) Debtors. ) Jointly Administered )

8. The Debtors also request that an entry be made on the docket of each of the

Debtors’ chapter 11 cases, other than Global Aviation Holdings Inc., that is substantially similar to the following:

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of Bankruptcy Procedure directing the joint administration of the chapter 11 cases of: Global Aviation Holdings Inc.; Global Aviation Ventures SPV LLC; Global Shared Services, Inc.; New ATA Acquisition Inc.; New ATA Investment Inc.; North American Airlines, Inc.; World Air Holdings, Inc.; World Airways, Inc.; and World Airways Parts Company, LLC. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 12-______( ).

9. The Debtors also seek authority to file the monthly operating reports required by

the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees,

issued by the United States Trustee for Region 2 (the “U.S. Trustee”), on a consolidated basis

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal taxpayer- identification number, include: Global Aviation Holdings Inc. (2196); Global Aviation Ventures SPV LLC (4672); Global Shared Services, Inc. (1692); New ATA Acquisition Inc. (1985); New ATA Investment Inc. (2109); North American Airlines, Inc. (8792); World Air Holdings, Inc. (1036); World Airways, Inc. (8276); and World Airways Parts Company, LLC (4672). The Debtors’ corporate address in this district is North American Airlines, Building 141, Federal Circle, JFK International Airport, Jamaica, New York 11430. The Debtors’ service address at their corporate headquarters is 101 World Drive, Peachtree City, Georgia 30269.

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but intend to track and break out disbursements on a debtor-by-debtor basis in each monthly

operating report.

Basis for Relief

10. As set forth in the First Day Declaration, the Debtors operate as an integrated

business with common ownership and control. Global Aviation is the direct or indirect parent of

each of the other 8 Debtors. Additionally, each of the 9 affiliated Debtor entities is directly

liable for, or a guarantor of, the approximately $244 million in outstanding secured funded debt

obligations that the Debtors seek to restructure as part of these chapter 11 cases. As a result,

many of the motions, hearings and orders that will arise in these cases will affect each and every

Debtor.

Supporting Authority

11. As set forth in the First Day Declaration, Bankruptcy Rule 1015(b) provides that

if “two or more petitions are pending in the same court by or against . . . a debtor and an affiliate,

the court may order a joint administration of the estates.”

12. As set forth in the First Day Declaration, the 9 Debtors in these chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the Bankruptcy Code. Specifically,

Global Aviation directly or indirectly owns more than 20 percent of the outstanding voting securities of each of the other 8 Debtors. The Debtors also share significant debt obligations that they seek to restructure as part of these chapter 11 cases. Accordingly, the Bankruptcy Code and the Bankruptcy Rules authorize the Court to grant the relief requested herein.

13. Moreover, joint administration of these chapter 11 cases will reduce fees and costs by avoiding duplicative filings, objections and hearings, and will also allow the United

States Trustee and all parties in interest to monitor these chapter 11 cases with greater ease and efficiency. Furthermore, joint administration will not adversely affect the Debtors’ respective

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constituencies because the motion requests only administrative, not substantive, consolidation of

the Debtors’ estates. For example, any creditor may still file a claim against a particular Debtor

or its estate (or against multiple Debtors and their respective estates), intercompany claims

among the Debtors will be preserved and the Debtors will maintain separate records of assets and

liabilities. Parties in interest will therefore not be harmed by the relief requested, but, instead,

will benefit from the cost savings associated with the joint administration of these chapter 11 cases. Accordingly, the Debtors submit that the joint administration of these chapter 11 cases is in the best interests of their estates, their creditors and all other parties in interest.

14. Joint administration of interrelated chapter 11 cases is routinely approved by courts in this jurisdiction under similar circumstances and is generally non-controversial. See, e.g., In re The Brown Publishing Co., Case No. 10-73295 (AST) (Bankr. E.D.N.Y. May 5,

2010); In re Changing World Technologies, Inc., Case No. 09-71487 (AST) (Bankr. E.D.N.Y.

Apr. 16, 2009); In re Caritas Health Care, Inc., Case No. 09-40901 (CEC) (Bankr. E.D.N.Y.

Feb. 10, 2009); In re the Brooklyn Hospital Center, Case No. 05-26990 (CEC) (Bankr. E.D.N.Y.

Sept. 30, 2005).1

Motion Practice

15. This motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this

motion. Moreover, in addition to all entities otherwise entitled to receive notice, the Debtors

have given notice of this motion to all entities believed to have or be claiming an interest in the

subject matter of the proposed order or who, it is believed, otherwise would be affected by the

1 Because of the voluminous nature of the orders cited herein, such orders are not attached to the motion. Copies of these orders are available upon request of the Debtors’ counsel.

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proposed order. Accordingly, the Debtors submit that this motion satisfies Rule 9013-1 of the

Local Bankruptcy Rules for the Eastern District of New York.

Notice

16. The Debtors have provided notice of this motion to: (a) the United States Trustee

for Region 2; (b) the entities listed on the Consolidated List of Creditors Holding the 30 Largest

Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to any statutory committee appointed in these chapter 11 cases; (d) the indenture trustee for the first lien noteholders; (e) counsel to the ad hoc committee of first lien noteholders; (f) counsel to the holder of the second lien term loan; (g) counsel to the prepetition equityholders; (h) the

International Brotherhood of Teamsters; (i) the Airline Pilots Association; (j) The Transport

Workers Union of America AFL-CIO; (k) the New York Department of Taxation and Finance;

(l) the New York City Department of Finance; (m) the United States Attorney for the Eastern

District of New York; (n) the Internal Revenue Service; and (o) the Securities and Exchange

Commission. In light of the nature of the relief requested, the Debtors respectfully submit that no further notice is necessary.

No Prior Request

17. No prior motion for the relief requested herein has been made to this or any other

court.

[Remainder of page intentionally left blank.]

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WHEREFORE, for the reasons set forth herein and the First Day Declaration, the

Debtors respectfully request entry of the Order granting the relief requested herein and such other relief as may be appropriate under the circumstances.

Brooklyn, New York /s/ Jonathan S. Henes, P.C. Dated: February 5, 2012 James H.M. Sprayregen, P.C. Jonathan S. Henes, P.C. Christopher T. Greco KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

-and-

Ryan B. Bennett (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A

Proposed Order

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) GLOBAL AVIATION HOLDINGS INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-4222196 ) ) ) In re: ) Chapter 11 ) GLOBAL AVIATION VENTURES SPV LLC ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 43-1984672 ) ) ) In re: ) Chapter 11 ) GLOBAL SHARED SERVICES, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 32-0331692 ) ) ) In re: ) Chapter 11 ) NEW ATA ACQUISITION INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-4221985 ) )

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) In re: ) Chapter 11 ) NEW ATA INVESTMENT INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-4222109 ) ) ) In re: ) Chapter 11 ) NORTH AMERICAN AIRLINES, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 33-0358792 ) ) ) In re: ) Chapter 11 ) WORLD AIR HOLDINGS, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 20-2121036 ) ) ) In re: ) Chapter 11 ) WORLD AIRWAYS, INC. ) Case No. 12-______( ) ) Debtor. ) ) Tax I.D. No. 94-1358276 ) ) ) In re: ) Chapter 11 ) WORLD AIRWAYS PARTS COMPANY, ) Case No. 12-______( ) LLC ) ) Debtor. ) ) Tax I.D. No. 43-1984672 ) )

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ORDER DIRECTING JOINT ADMINISTRATION OF RELATED CHAPTER 11 CASES

Upon the motion (the “Motion”)1 of the Debtors for entry of an order pursuant to section

101(2) of the Bankruptcy Code and Bankruptcy Rule 1015(b) directing the joint administration of the Debtors’ related chapter 11 cases, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28

U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. § 1408; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and a hearing having been held to consider the relief requested in the Motion (the “Hearing”); and upon consideration of the First Day

Declaration, the record of the Hearing and all proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion is in the best interests of the

Debtors’ estates, their creditors, and other parties in interest, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED:

1. The Motion is granted to the extent set forth herein.

2. The above-captioned chapter 11 cases are consolidated for procedural purposes only and shall be jointly administered by this Court under Case No. ______( ).

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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3. The consolidated caption of the jointly administered cases should read as follows:

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) GLOBAL AVIATION HOLDINGS INC., et al.,1 ) Case No. 12-______( ) ) Debtors. ) Jointly Administered )

4. An entry shall be made on the docket of each of the Debtors’ cases, other than that of Global Aviation Holdings Inc. that is substantially similar to the following:

5. One consolidated docket, one file and one consolidated service list shall be maintained by Global Aviation Holdings Inc. and kept by the Clerk of the United States

Bankruptcy Court for the Eastern District of New York with the assistance of the notice and claims agent retained by the Debtors in these chapter 11 cases.

6. The Debtors may file their monthly operating reports required by the Operating

Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the

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United States Trustee for Region 2, on a consolidated basis but shall track and break out disbursements on a Debtor-by-Debtor basis in each monthly operating report.

7. Nothing contained in the Motion or this Order shall be deemed or construed as directing or otherwise affecting a substantive consolidation of the Debtors’ chapter 11 cases.

8. Notice of the Motion as provided therein shall be deemed good and sufficient

notice of such motion and the requirements of the Local Rules are satisfied by such notice.

9. To the extent that this Order is inconsistent with any prior order or pleading with

respect to the Motion in these cases, the terms of this Order shall govern.

10. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

11. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

12. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

Brooklyn, New York Date: ______, 2012 United States Bankruptcy Judge