BEFORE THE

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

Application of
Western Global Airlines, L.L.C.
for a certificate of public convenience and
necessity pursuant to 49 U.S.C. 41102
(foreign charter cargo air transportation)

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Docket OST 2013

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APPLICATION OF WESTERN GLOBAL AIRLINES, L.L.C.

Communications with respect to this document should be addressed to:

Mark W. Atwood
Elizabeth J. Wadsworth
Cozen O'Connor
The Army and Navy Club Bldg.
1627 I Street, N.W.
Washington, D.C. 20006
(202) 463-2513
Counsel for
Western Global Airlines, L.L.C.

May 14, 2013

NOTE: Any person may respond to this application by filing an answer in the above
docket and serving a copy on undersigned counsel and all persons named on the
attached service list. Answers must be filed not later than June 4, 2013.

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

Application of
Western Global Airlines, L.L.C.

Docket OST-2013-

for a certificate of public convenience and

necessity pursuant to 49 U.S.C. 41102
(foreign charter cargo air transportation)

APPLICATION OF WESTERN GLOBAL AIRLINES, L.L.C.

FOR FOREIGN CHARTER CARGO AUTHORITY
Western Global Airlines, L.L.C. ("Western Global"), a newly formed air carrier,
hereby applies, pursuant to 49 U.S.C. 41102, Subpart B of the Department of
Transportation's Procedural Regulations (14 CFR Subpart B), and Section 204.3 of the
Department's Economic Regulations (14 CFR 204.3), for a Certificate of Public
Convenience and Necessity authorizing it to conduct foreign charter air transportation of
property and mail with large aircraft, as described in this Application.

A separate

application for equivalent domestic authority is being filed contemporaneously in

another docket.
Background
Western Global was formed earlier this year by Mr. James K. Neff, a 40-year
veteran of the air cargo business and founder and former CEO of Southern Air, Inc.
The plan of the company is to provide widebody cargo capacity on a leased ACMI
(Aircraft, Crew, Maintenance and Insurance) basis to air carriers and freight forwarders

in the United States and around the world. The carrier plans to start in September 2013
by operating one MO-11 freighter aircraft owned by and leased from a company
controlled by Mr. Neff; the fleet will be increased to four aircraft during the first year of
operation.
Western Global's owner and key management personnel are highly experienced
in aviation management and operations, particularly in the air freight sector, and their
records at previous carriers demonstrate their ability to manage a safe and profitable
cargo airline. The carrier is a citizen of the United States and is fit, willing and able to
operate the proposed transportation in a safe and compliant manner.
Information Required by 14 CFR 204.3
1.

Name and Address: ( 204.3(a))

Western Global Air, L.L.C.

5566 Broadcast Ct.
Sarasota, FL 34240
Tel: 941-907-6810
2.

Form and State of Organization: ( 204.3(b)-(d))

Western Global is a Florida limited liability company. It was formed on March 6,

2013. A Certificate of Good Standing from the Secretary of State of Florida is attached
as Exhibit WG-1.

3.

Citizenship and Substantial Interests: ( 204.3(e) and (9))

Western Global is a citizen of the United States as defined in 49 U.S.C.

411 02(a)(15).

One hundred percent of the membership interest is held by trusts

formed in the State of Florida for the benefit of, and controlled by, members of the Neff
family. Specifically, 50 percent of the ownership interest is owned by the James K. Neff

2012 Irrevocable Trust (dated December 10, 2012) (the "JKN Trust"), and 50 percent by
the Carmit P. Neff 2012 Irrevocable Trust (dated December 10, 2012) (the "CPN Trust").
The trustee and beneficiary of the JKN Trust is Carmit P. Neff, wife of James Neff. The
joint trustees of the CPN Trust are James Neff and Danielle J. Neff, Esq. (his daughter),
and the beneficiary is Carmit Neff. All of these persons are United States citizens. This
structure is almost identical to the ownership structure of Southern Air, Inc. when it was
first certificated in 1999.
An affidavit of the company's U.S. citizenship is attached as Exhibit WG-2.
4. Key Personnel: ( 204.3(0)
The management of Western Global has extensive experience in aviation,
particularly in the air freight sector. The individuals holding key positions with the carrier
are as follows:
James K. Neff

Chief Executive Officer and COO

Chief Financial Officer

Carmit P. Neff
Thomas J. Quehl

Vice President, Operations

Director of Safety & Security

Terrence A. Washow
Jerome M. Basile

Director of Maintenance
Chief Pilot

George Boyko
MikeII E. Leland

Chief Inspector

The business address of the persons listed above is 5566 Broadcast Court,
Sarasota, Florida 34240. All individuals named are citizens of the United States.
Copies of their resumes are attached as Exhibit WG-3. None of these persons, with the
exception of Mr. and Mrs. Neff (indirectly) own any membership interests in Western

Global. Positions or interests held in relevant corporations are described in Section 5,

below. None of these persons, with the exception of James and Carmit Neff (husband
and wife) are related by blood or marriage.
Each of the technical personnel listed above (Vice President of Operations,
Director of Maintenance, Director of Safety and Security, Chief Inspector and Chief
Pilot) meet all required qualifications as mandated in 14 CFR Sections 119.65 and .67.
An organizational chart, showing the relationship of the various personnel and
operating departments of the company, is attached as Exhibit WG-4.
The carrier has no board of directors, which is permitted under Florida limited
liability company law.

5.

Subsidiaries and Related Companies: ( 204.3(h) and (i))

Western Global has no subsidiaries; however, it does have two affiliated

companies through common ownership by James Neff and his family. These include:

Neff Air LLC, a Delaware liability company, that is jointly owned by James and
Carmit Neff, which provides management for the aircraft and parts owned by
special purpose companies (established specifically to hold title to the aircraft)
controlled by the Neff family. Mr. Neff is the CEO of the company.

Nordic Global Air, a Finnish all-cargo airline that holds a foreign air carrier
permit from the Department (Order 2012-1-29). NGA is owned in part (29
percent) by a trust controlled by Mr. and Mrs. Neff. Mr. Neff serves as the
non-executive Chairman of the carrier.

6.

Financial Statement: ( 204.3(k))

As the company has not yet commenced operations, the only statement is the
balance sheet current as of the date of this filing. Since the company was formed in
March of this year and has conducted no business, there is no income statement. The
balance sheet was prepared by Berkowtiz Pollack Brant, certified public accountants.
This statement is attached as Exhibit WG-5.
The balance sheet reflects the fact that Western Global has cash assets on
deposit of $600,000 and no long- or short-term debt. The initial start-up costs that have
already been paid, including initial salary and benefits outlays for current employees,
rental of office space, legal and consulting work for certification, and computer
equipment and software have been borne by Mr. Neff out of his personal funds.
7.

Actions and Outstanding Judgments: ( 204.3(l) and (m))

There are no pending legal actions or outstanding judgments against Western

Global, Neff Air, Nordic Global Air or any key personnel or stockholders in the
companies.
8.

Aircraft Fleet: ( 204.3(n))

Western Global plans to operate four MD-11freighter aircraft during the first year
of operation. These aircraft are currently owned by four special-purpose limited liability
companies that are owned entirely by James and Carmit Neff, and will be leased to
Western Global by Neff Air, which manages the aircraft, at very favorable lease rates.
A sworn affidavit of FAA certification and compliance for these aircraft is
contained at Exhibit WG-6.

9.

Investigations, Enforcement Actions and Complaints: ( 204.3(o))

There are no investigations, enforcement actions or complaints pending at the

Department, including the Federal Aviation Administration, involving Western Global,
any relevant company, any personnel employed or to be employed by any relevant
company or any person having a substantial interest in any relevant company.
10.

Charges of Fraud, Deception, etc.: ( 204.3(p))

There have been no charges of unfair or deceptive or anticompetitive business

practices, or of fraud, felony or antitrust violations, brought against any relevant
company or person having a substantial interest in any relevant company, or member of
the key personnel employed or to be employed by any relevant company in the past 10
years.
11.

Aircraft Accidents or Incidents: ( 204.3(q))

There have been no accidents or incidents experienced by Western Global, its

personnel, or any relevant company, during the past year or at any time in the past and
which remains under investigation.
12.

Description of Proposed Operation: ( 204.3(t))

Western Global plans to provide its services to other air carriers as well as freight
forwarders around the world on an ACM! basis. Its focus will be on establishing longterm working relations with those clients. Its owners and managers believe Western
Global will be able to offer very competitive rates compared to other operators due to its
highly experienced management team and the sharing of expenses with its affiliated
Finnish carrier, Nordic Global. The shared cost elements are expected to include
common contracted flight following/dispatch center, a common engine overhaul and

maintenance center, and a common contracted crew supply company. These

cooperative relations will help minimize costs to both companies.
13.

Maintenance and Training:

Line maintenance will be performed by Western Global's in-house mechanics,

while heavy maintenance will be performed under contract by qualified MROs in
Singapore and other locations in the Far East. Contracted work will be overseen by the
Director of Maintenance.
14.

Forecast Financial Results of Operations and Financial Fitness Test:

( 204.3(t))
Exhibit WG-7 contains the carrier's projected financial statements for the first full
year of operations. These statements were prepared by Berkowtiz Pollack Brant, and
are made on a cash basis. Exhibit WG-8 lays out a summary of Western Global's
"start-up" expenses and sources of funding. How the carrier will meet the three-month
zero-revenue financial fitness test is examined in Exhibit WG-9. The third-party
verification of funds is contained at Exhibit WG-10.
Western Global has forecast results on a quarterly basis. Since it is expecting to
begin service late in the 3 rd Quarter 2013, the column for that quarter only estimates the
results of one month's operation.
Certain assumptions are made in the forecast: (1) Aircraft are assumed to
operate only 100 hours per month during the initial two full quarters of service,
increasing to 125 hours per month in the latter two quarters. Western Global believes
this is an extremely conservative estimate, and actual results should be somewhat
higher. (2) All operations are assumed to be on an ACMI lease basis; thus, the
carrier's clients will be responsible for payment of fuel, loading and ground handling,
7

generally on a short-term reimbursement basis. Should clients wish to contract on a full

charter basis (with all services to be provided by the carrier), the full price will be paid in
advance. (3) Assumptions underlying the maintenance and operating costs are based
on the experience of the Lessor (Neff Air) and the management team's extensive
experience in aircraft operation, management and maintenance. Certain other costs,
such as crew, aircraft lease, and facility rental, are based on actual negotiated contract
rates.
The forecast shows that Western Global is expected to be profitable beginning
the second half of its first year of operations.
The financial fitness test reveals that pre-operating expenses remaining to be
paid by the company total $320,000, and that the three-month average operating
expenses will be $4.18 million. The amount required under the Department's zerorevenue test will be $4.5 million. As the exhibits demonstrate, the company and the two
trusts that own it have cash and short-term securities more than sufficient to cover this
cost. Letters from the trustees of these trusts, contained in Exhibit WG-10, verify that
the trusts pledge their cash assets to support the carrier's operation to the extent
needed.
15.

Warsaw Waiver Agreement: ( 204.3(u))

A signed counterpart of Agreement 18900 (OST Form 4523) is included as

Exhibit WG-11.
16.

Family Assistance Plan (49 U.S.C. 41113) and Passenger Manifest

Plan: (Part 243)

Western Global is aware of its responsibilities under 49 U.S.C. Section 41113 to

submit a plan to implement the Aviation Disaster Family Assistance Act of 1996 (Pub.
8

L.101-264), as amended. That plan has been prepared, and will be filed shortly. The
carrier will incorporate procedures implementing that plan into its manual system.

17.

FAA Certification Status

Western Global has submitted its Pre-Application Statement of Intent (PASI) for
an Air Carrier Operating Certificate and Part 121 Operations Specifications to the FAA
(Tampa Flight Standards District Office), and has requested a formal application
meeting. It has also prepared its formal application for presentation at the meeting.

18.

Certification: ( 204.3(v))

The required certification, signed by Western Global's President and CEO, is

attached as Exhibit WG-12.

19.

Conclusion:

As the above information and attached exhibit materials demonstrate, Western

Global is legally and operationally well qualified to receive certification by the
Department to operate charter air cargo transportation worldwide. Its presence in the
market will bring competition and increase the options and flexibility available to other
air carriers and to freight forwarders.
WHEREFORE, Western Global Airlines, Inc. requests that the Department issue
it a Certificate of Public Convenience and Necessity to operate foreign charter air
transportation of property and mail, and such other relief as the Department may deem
necessary.

Re7 ectfully submitted,

7 A4,1
Mark W. Atwood
Elizabeth J. Wadsworth
Cozen O'Connor
The Army and Navy Club Bldg.
1627 I Street, N.W.
Washington, DC 20006
Tel. 202-463-2513
Email: matwood@cozen.com
Counsel for Western Global Airlines, L.L.C.

Dated: May 14, 2013

10

CERTIFICATE OF SERVICE
I, Elizabeth J. Wadsworth, hereby certify that on this 14 th day of May, 2013, I
served via first class mail or email the foregoing Application of Western Global Airlines,
LLC, for a Certificate of Public Convenience and Necessity on the following person(s):
Federal Aviation Administration
Tampa Flight Standards District Office
ATTN: POI Bill Royal
5601 Mariner Street
Suite 310
Tampa, FL 33609-3416
Email: william.royal@faa.gov

Elizabeth J. Wadsworth

WESTERN GLOBAL AIRLINES

TABLE OF EXHIBITS
Exhibit

Title

WG-1

Certificate of Good Standing

WG-2

Affidavit of U.S. Citizenship

WG-3

Key Personnel Resumes

WG-4

Organizational Chart

WG-5

Financial Statement

WG-6

Affidavit of FAA Certification and Compliance

WG-7

Projected Financial Statements

WG-8

Start-Up Expenses

WG-9

Narrative for Meeting Financial Fitness Test

WG-10

Third-Party Verification of Funds

WG-11

Warsaw Waiver Agreement

WG-12

President's Certification

EXHIBIT WG-1
CERTIFICATE OF GOOD STANDING

Exhibit 1/VG-1
Page 1 of 1

State of Florida
Department of State
I certify from the records of this office that WESTERN GLOBAL AIRLINES
LLC, is a limited liability company organized under the laws of the State of
Florida, filed on March 6, 2013, effective March 4, 2013.
The document number of this company is L13000034439.
I further certify that said limited liability company has paid all fees due this
office through December 31, 2013, and its status is active.

Given under my hand and the

Great Seal of the State qf Florida
at Tallahassee, the Capital, this
the Seventh day of May, 2013

Secretary of State
Authentication ID: CU0415056155
To authenticate this certificate,visit the following site,enter this
ID, and then follow the instructions displayed.
https://efile.sunbiz.org/certauthver.html

EXHIBIT WG-2
AFFIDAVIT OF U.S. CITIZENSHIP

Exhibit WG-2
Page 1 of 1

T OF UNITED STATES CITIZENSHIP

STATE OF FLORIDA
COUNTY OF MANATEE

ss:

I, James K. Neff, being first duly sworn, deposes and says:

1. I am 18 years of age or over.
2. I am the CEO of Western Global Airlines, LLC ("Western Global Airlines") and
am authorized to make this statement on the Company's behalf.
3. I hereby swear, under penalty of perjury, that Western Global Airlines is a
citizen of the United States within the meaning of 49 U.S.C. Section
40102(a)(15).

./ James K. Neff
Chief Executive Off01-1;
Western Global AirlineS, LLC

Sworn to/affirmed and subscribed before me this 1 k,,)

day of May, 2013,
by James K. Naff, who is personally known to me or who presented
_ as satisfactory
identification.
j244(1,./.7A
(Signature of Notary)
,

(Name of Notary typed, stamped or printed)

(Notary Seal)

EXHIBIT WG-3
KEY PERSONNEL RESUMES

Exhibft WG-3
Page 1 of 13

James K. Neff
7892 Fisher Island Drive
Miami, F133109
Mr. Neff is one of the aviation industry's most experienced, successful and dedicated
leaders. His significant achievements in high level corporate positions at large public
airlines and as a hands-on entrepreneur uniquely encompass all aspects of airline
operations and management.

Experience:
Flying Tiger Line: 1971-1979, Director of Scheduling
Continental Airlines: 1979-1981, Director of Corporate Planning
Emery Air Freight Corporation: 1981-1984, Vice President Fleet Planning
Burlington Air Express: 1984-1987, Senior Vice President Marketing and Air
Operations
Aircraft Trading and Service Co: 1987-1991, Senior Vice President Cargo
Programs
U.S. Turbine Engine Corp: 1991-1999, Founder and CEO
Southern Air Inc.: 1999-2007, Founder and CEO
Southern Air Holdings: 2007-2010, CEO
Neff Air LLC: 2010-Present, CEO, Founder and CEO
Nordic Global Airlines: 2011-Present, Board Chairman
Western Global Airlines: 2013, CEO, Founder and CEO

Mr. Neff has unparalleled experience in the aviation industry. After graduating from
Purdue University with an engineering degree in 1971, Mr. Neff commenced his aviation
career with Flying Tigers where he was in charge of expanding and developing Tigers'
worldwide fleet. In 1979 he joined Continental Airlines for two years to head up the
corporate planning function before returning to the air freight industry. Following the
deregulation of air cargo, Mr. Neff established and developed the in-house air
transportation systems for both Emery Air Freight and Burlington Air Express from 1981
to 1987. Then, Mr. Neff founded and built U.S. Turbine Engine Corporation, a highly
valuable commercial aircraft engine and parts company which he sold in 1998.

Exhibit WG-3
Page 2 of 13

p. 2

In 1999, Mr. Neff founded Southern Air Inc., one of the most profitable and successful all
cargo airlines in aviation history. After having grown to a fleet of ten B747 freighter
aircraft acquired with debt-free ownership, Mr. Neff sold the company in 2007 and
remained CEO until 2010.
In 2010, Mr. Neff started a leasing company, Neff Air, where he has acquired, without
debt, a fleet of two 747-400 and six MD-11 freighters. In late 2011, he helped develop
Nordic Global Airlines, a Finnish all cargo airline affliated with Finnair. Nordic Global is
headquartered in Helsinki where it has a full complement of operations and management
personnel. Mr. Neff serves as Board Chairman, a nonpaid advisory position. Nordic
Global leases its aircraft from Neff Air and has successfully grown from one to four MD-11
freighters in less than two years.
Mr. Neff is now devoting his many years of experience, extensive capabilities and financial
resources to establish Western Global Airlines. This new cargo airline is expected to be the
crowning achievement of Mr. Neff's long and highly successful aviation career.

Exhibit WG-3
Page 3 of 13

Carmit P. "Sunny" Neff

7892 Fisher Island Drive
Miami FL 33109

Education
BA Economics University of California at Los Angeles (UCLA), Summa cum Laude, 1974
MBA Anderson Graduate School of Management, UCLA, High Honors, 1975
Experience
The Flying Tiger Line, 1976 1980: Strategic Planning Analyst, responsible for historical financial
evaluation, budgeting and forecasting. Manager of International Pricing, responsible for cost analysis,
developing cost/revenue models, comparing and evaluating yields, developing specific commodity rates.
Represented Flying Tigers at IATA meetings and conferences worldwide.
Mattel Toys, 1980 1982: Product Manager, with P&L responsibility for several product lines.
Management Consultant, 1983 1993: Advised corporate clients and prepared forecasts, plans and
strategies to profitably develop their new businesses and new product lines after reviewing, analyzing
and evaluating their cost structure, competitive position, profitability objectives and capital structure.
1983 - 1984 and 1987-1988 The Development Agency, MCA
1985 - 1986 Air Cal; 1987- 1993 The Weston Group, Redding Consultants and Luther & Co
US Turbine Engine Corp, 1991- 1999: Co- founder, Owner and Member of the Board, responsible for
financial oversight with an emphasis on budgeting, forecasting and capital investment.
Southern Air Inc., 1999-2007: Co-founder, Owner and Member of the Board, responsible for overseeing
the capital structure of the company, including all corporate investing, and for competitive analysis,
economic strategy and forecasting.
Neff Air LLC, 2010 present: Co-founder, Owner and Chief Financial Officer of Neff Air LLC and Western
Global LLC, responsible for all aspects of financial analysis, budgeting, forecasting and planning.

Exhibit WG-3
Page 4 of 13

531 Derby Downs, Lebanon, TN 370870615-547-9789etquehl@charter.net

Thomas 1 Quehl
Ob'ective
Obtain a challenging position in aviation,

Professional Accom lishments

Western Global Airlines

Vice President of Operations

Hired into position on April I , 2013
Direct operation through 14 CFR 121 certification

National Airlines Management

President of National Airlines from November 2008 until September 2010. Led airline team to
increase revenue by 217%. Established DOD CRAF reliability and performance rating of 100%.
Established successful twice weekly cargo service from CONUS to Bagram AB, Afghanistan.
Director of Operations from November 2003 until November 2008. Was responsible for
obtaining FAA certification as a 14 CFR 121 air carrier with global operating authority. Achieved
approval by USAF HQ AMC as a DOD approved CRAF air carrier.
Director of Standards and Training from September 2010 until May 2012. Responsible for
obtaining passenger operating authority from the FAA utilizing B-757-200 aircraft and the
addition of cargo B-747-400 aircraft to the Operations Specifications. Standards lead in
establishing daily scheduled passenger service between Dubai and Bagram AB and Kabul,

Arrow Air Management

VP of Safety and Compliance. Established the internal evaluation program and safety
management system. Implemented root cause analysis for safety concerns and incident
investigations.
Director of Operations, Responsible for operational control of the airline, staffing, cargo
handling, flight routing, permitting, diplomatic clearances, union collective bargaining
negotiations and FAA liaison.
Chief Pilot. Supervised 270 pilots and flight engineers in global airline operations

Kalitta Air Management

Acting Director of Flight Standards, Supervised 67 cheek airmen on 4 fleets of aircraft, B-747, E1011, B-727 and DC-8 for both cargo and passenger service.
Aircrew Program Designee, (APD), FAA designated examiner for ATP licenses and DC-8 type
ratings. Also served as standards captain on the fleet.

Air Carrier Certification

Consultant for successful FAA certification of Virgin America to include writing operational
manual language to include SAI and regulatory compliance.
Consultant for Netiets Large Aircraft for the FAA certification of adding the Boeing BB.1
Director of Operations for the FAA certification of National Airlines and the addition of
passenger authority, B-757-200 and B-747-400 aircraft.
Operations lead for NACEP FAA audit preparation for Silver Airways,

Employment History

Exhibit WG-3
Page 5 of 13
615-547-9789etquehl&harter.net

Thomas 1 Quell!
Nov 03 to May 2012
Mar 99 to Nov 03
Mar 95 to Mar 99
Mar 90 to Mar 95

President/DO/DTS
VP/DO/CP
DFS/APD
Capt/Check Airman

National Airlines, Ypsilanti, MI

Arrow Air, Miami, FL
Kalitta Air, Ypsilanti, MI
Arrow Air, Miami, FL

Education
1981

AS Aviation Technology

St. Petersburg College

1981

AA Liberal Arts

St. Petersburg College

1999

Aviation Safety Management

2004

System Safety and ATOS

Southern CA Safety Institute

FAA Academy

Licenses and Ex erience

Airline Transport Pilot, DC-8 and LR-JET
Certified Flight Instructor, Gold Seal, Airplane Single & Multiengine, Instrument Airplane
Certified Ground Instructor, Advanced and Instrument
FAA First Class Medical
16,000 + hours of flight time to include 8700 in 121 air carrier heavy jet operations worldwide
DOD Secret security clearance

Exhibit WG-3
Page 6 of 13

224-587-9135

Terry.WashowV.Westernalohalair.com

Terrence A Washow
14737 Aniberjack Terrace, Lakewood Ranch, H. 34202

Terry. Washow(i-OWesternglobalair.com

Terrence A Washow
To obtain a position within an organization that can utilize my unique and extensive background of
experience and qualifications in aviation.

Experience
04/01/2013-

Western Global Airlines, LLC

Sarasota FL

Director of Safety and Security

14CFR 119.65 Airline Director of Safety and Security

10/01/2012-

AEROTASCC, LLC

Dundee, IL

Consukant/ Subject Matter Expert (Self Employed)

O Airline Certification Consulting

O Aircraft Conformity
Maintenance Training
8

09/15/2010 -

TA Washow and Associates, Inc

Dundee, IL

Consultant/ Subject Matter Expert (Self Employed)

a Under contract with Booz-Allen-Hamilton SASO SMS Project Maintenance Subject

Matter Expert.
Develop Maintenance Programs for all Boeing and Airbus Fleets
Develop Manuals per FAA requirements for various air carriers
Perform reviews and updates of Airline manuals and programs based on ATOS Reviews
Small Aircraft Maintenance
Flight Instruction

04/2007-08/2010

Ryan International Airlines

Rockford, IL

Manager, Maintenance Programs and Planning

Responsible for review, update, securing approval, and implementation of Boeing-MPD based
Maintenance and Inspection Program for fleet of B767, B757 and MD80 Aircraft.
a CoMplete Bridging and Conformity documents for aircraft being added to the fleet.
successfully bridged six B767 Aircraft to our Certificate and completed conformity
Develop and plan scheduled maintenance tasks on all aircraft, including AD's , STC-driven
1CA's and Program-driven maintenance through "A" checks in our base stations while dealing
with highly variable aircraft flight schedules.
Identify long-range planned maintenance events including"C" checks and develop a work scope
in coordination with all departments and heavy check providers that includes parts, tooling,
manpower
Coordinate planning and completion of all out-ofphase maintenance events, including aging
aircraft inspections, horoscopes, required NDT Inspections, and conformity-driven work scopes
Completed
ERP System migration from AS400 to new TRAX system, and secured FAA

approval for its use as primary data for all maintenance program tracking at Ryan International.
Served as system administrator for TRAK

Exhibit WG-3
Page 7 of 13

224-587-9135 o Torry,WashowWWesterng.hbalaircom

Terrence A Washow
0412005-04/2007

US Airways, Inc.

Charlotte, NC

Production Supervisor, Aircraft Heavy Maintenance

Supervise Production and workflow on B737 Aircraft "C" checks

Review non-routines, identify repair process to be used to complete repairs per the SRM, or
coordinate with on-site engineering or aircraft manufacturer for acceptable methods of repair
Manage Union workforce assigned to Dock for attendance, contract issues, overtime, discipline
and administrative duties.
Maintained a 96% on-time check completion for our Dock

07/1999-04/2005

US Airways, Inc.

Chicago, IL

Station Maintenance Manager

Responsible for all aircraft-related through-flight maintenance, and overnight maintenance o13 to
5 RON aircraft at O'Hare
Responsible for maintenance of all ground equipment for the maintenance operation and the Line
Operations group
Maintained 98% on time originating departure performance, and a 100% clearance rate on
assigned MEL's

05/1998-06/1999

GE Capital Services, Inc.

Long Grove, IL

Help Desk/Systems Support Engineer

Provide on-site third-party desktop support and development of Windows/NT-based Enterprise

network of 900 on-site and 300 remote users for . Zurich-Kemper Insurance Group
Responsible for start-up and initial implementation of new Helpdesk support software application
MCSE, Novell Netware, A+, and CCNA Certified

08/1997-05/1998

Galaxy Scientific, Inc.

Atlanta, GA

Technical Consultant

Deployed and provided training to FAA Aviation Safety Inspectors at FSDO offices around the
country on new (at the time) Windows 95-based laptops, and the new (at the time) OASIS
software developed by Galaxy Scientific.
-ProvidectMaintenancePlanningConsultant services with Galaxy for various MRO's around the
world, including Singapore SA1 and others
Assisted in the development of the Maintenance Human Factors CD produced by Galaxy under
contract with FAA Aeromedical group for the 1998
02/1996-06/1997

Flagship Airlines, DBA American Eagle, Inc.

Nashville, TN

Vice-President, Maintenance and Engineering

Served as FAR 119 Director of Maintenance on the FAR 121Airline OPS SPEC.
Responsible for all aircraft maintenance activity conducted on up to 90 Aircraft, including SAAB
340, ATR 42 and ATR 72 Aircraft.
Through on-site staff, directed operations in Miami, Orlando, Syracuse, Albany, JFK-New York,
and Nashville.
Improved maintenance reliability from 93,6% to over 99% over an eight-month period

09/1993-02/1996

American Airlines Inc.

Chicago, IL

Exhibit WG-3
Page 8 of 13

224 587 9135 0 Terry.Wasillow("estanglobakiiii.com

-

Terrence A Washow
Automation Projects Manager

Responsible for design, development, implementation and training of in-house standardized line
maintenance automation applications system-wide.
Directed development and implementation team for automated
work card authoring, approval and

Distribution system using a data modeling process.

Represented American Airlines in various ATA workgroups, including A MTOSS, ATA and
manufacturer-driven AMM graphics standardization, and the FAR Part 66 ARAC Committee.
08/1988-0911993

American Airlines, Inc.

Chicago, IL

Supervisor, Production Control

Responsible for Planning of Manpower, materials and task cards for forty over-night aircraft,
including 4 "B" level checks on MD80 Aircraft.
Responsible for all mechanic-related administrative tasks, including payroll, work schedule,
vacation schedule, overtime, and shi ft bid.
Established Chicago as an initial test and development site for proto-type PC-based computer
applications, including programs for shift bidding, workload planning, overtime control, and
work card production.

01/1980-06/1985

DAV EA Center

Addison, IL

Senior Instructor, Aircraft Maintenance

Provided Mechanic instruction to High School Students in our FAA-approved Mechanics

Program, in all areas of the Power plant and General mechanic curriculum.
Established transfer programs that allowed our students to attend post-secondary training at
various 2 and 4-year schools with Aircraft Mechanic programs in Illinois and receive college
credit for the coursework completed at our program.
I have a current Illinois Type 10 Teaching Certificate

licaligalaLd
i
Southern Illinois University

09/1975-01/1980

Carbondale, IL

Bachelor of Science in Occupational Education

Aviation-Education --Maintenance and Flight

Airframe and Power plant Mechanic (issued 1979) Inspection Authorization (IA-1987)
Commercial Pilot Certificate
Certified Hight Instructor Airplane and Instrument over 2200 hrs. dual Given 3000
hrs. logged.
Southern Illinois University Aviation Technologies Advisoiy Board Member (since 1992)
Completed over eighty hrs. of General Familiarization and Avionics Training on various Aircraft,
including B727, B737, B757, B767, DC10, and Airbus 320-series aircraft
Committee member on Job Task Analysis (ITA) study group - Northwestern Illinois University
as part of a grant issued by the FAA to determine "ab initio" training requirements for student
mechanics for use in FAR 147 training schools, replacing the "Allen Study."
Presentation Speaker January 1996 Aviation Maintenance Human Factors Conference,
Washington, DC. A forty minute presentation on "Human Factors of Computer Technology and
Automation on Maintenance Organizations" to over 200 Industry and Government
Representatives.
-

References are available on request.

Exhibit WG-3
Page 9 of 13

Jerome M Basile
6201 Palm Trace Landings Dr
Davie, FL 33314
Mobile: 917-417-3770

Experience
CTS Engines, FT Lauderdale FL- Director of Resource Planning
November 2012-March 2013

Managed a field service team for on-wing engine support

Provided technical assistance to all customers for engine support
Ensured all resources were available at any time for any specific engine task.

Southern Air Inc., Norwalk, CT- B747/B777 Fleet Manager

September 2006- November 2012

Provided technical assistance in terms of troubleshooting, expertise, and fault isolation to

repetitive and chronic aircraft items.
Assisted with analyzing CASS data and making recommendations to the CASS review
board concerning all technical aircraft issues.
Member of the CASR13(non voting member)
Monitored ECM trending on all fleets and developed action plans if any abnormal trends
were present.

Southern Air Inc., Manager of Technical Support

January 2007- May 2010
Managed a crew of 6 technicians in minor engine shop repairs, engine changes, and
special projects on company aircraft.
Provided technical support for all company stations for engine and airframe issues.

Polar Air Cargo, Jamaica, NY, Crew chief

Jun '00- Nov'00 & Mar '04- Sep '06
o Performed line maintenance on 747- 100,-200,-300, and -400 series aircraft
O Performed A checks on 747 -100 -200 and -300 -400 series aircraft
Provided technical and mechanical assistance to domestic and foreign line
stations.
o Lead mechanic: Managed a crew of 16 Technicians
American Airlines, Flushing NY, Aircraft Technician
Nov '00- Jun'03
Performed line maintenance on MD-80, B737, and B757 aircraft.
Troubleshot heavy maintenance problems with Tech crew chiefs.
Tower Air, Jamaica, NY, Aircraft Technician/ Maintenance Supervisor
Sept '98- May '00
Performed line maintenance on 747-100 and -200 series aircraft.
O Performed A checks and B checks on Boeing 747 -100 and -200 series aircraft.
O Member of the Engine Change Crew.
Provided technical and mechanical assistance to domestic line stations.
O Supervisor of line maintenance operations
Education
Aviation' High School, Long Island City, New York
Graduated with New York State Regents Diploma
Awarded Toolbox, for high technical averages
Computer, Microsoft Office, and Adobe products literate

Exhibit WG - 3
Page 10 of 13

George Boyko
326 Mane Court
Tarpon Springs, Florida.
33468, USA
Tel/Fax: +1-727-945-001i
Cell: +1-727-455-5530
george.boyko@tampabayst.com

FLIGHT TIMES

Total Time
MD11 P,I.C.
Total P,I.C.

18438 Heavy Jet

2064
DC10 P.I.C.
8394 Total S.I.C.

16113
4823
9080

CERTIFICATES
Place of Issue
Venezuela
USA
EASA/JAA
Taiwan

License #
ATP 6920
ATP 2410003
N1-2012.148092-49874
500649

Date of Issue
Mar-20-74
Jan-17-89
Apr-25-91
Sep-16-97

Aircraft Type
DC-10/MD-11
MD-11/DC-10
DC-10/MD11
MD-1 I

EMPLOYMENT
2013 (April-Present)
2011-2013
2009-2011
2009 (May-Sep)
1999-2008

2002-2005

1997 (May-Nov)
1991-1992
1990-1991
1985 (May)
1978-1983
1976-1997

1976 (Jan-Jun)
1974-1976

WESTERN GLOBAL AIRLINES: Chief Pilot, MD-11 Captain

NORDIC GLOBAL AIRLINES: MD-11 Captain TRE/TRI. Approved by the CAA as Post
Holder of Flight Training for the MD-11.
AVIENT: MD-11 Captain TRE/TRI, responsible for developing Checklists and Manuals
for the MD-11 approved by ZCAA.
SKY LEASE: MD-11 Captain. Simulator Instructor, Line Check Airman. Responsible
for developing Checklists and Manuals for the MD-11..
GEMINI AIR CARGO: FO MD 1 1 F, Captain DC-10F, Captain MD-11F. Worldwide FAR
Part 121 cargo operations. Responsible for Developing Simulator Training Program,
Manuals and Checklists.
STRONG ARM AIR CARGO: FAR 135 Director of Operations. Responsible for
Contract operations for the US Coast Guard from St. Pete/Clearwater Airport Base
to the Bahamas, Responsible for developing the General Operations, Training and
MEL Manuals for successful approval by the FAA. Developed ground and flight
procedures for on-time and safe operations according to the Standards of the US
Coast Guard.
EVA: Relief Captain/FO MD-11F.
MARTINAIR: Captain DC-10F (Contract for 5 month). Worldwide cargo operations.
KLM: Captain DC-10 (Contract for 15 month). Passengers operations between
Europe, the Caribbean, Central and South America.
AIR AFRIQUE: FO DC-10 (Contract for 1 month). Passenger operations between
France (Charles De Gaulle Airport) and Different destinations in Africa,
SALTA C.A.: Cessna Ferry Pilot from the US to Venezuela,
VIASA: FE DC-8, E0 DC-8/DC-10, Captain DC-10, Line Check Airman, Simulator
and Ground Instructor. Passenger operations between Venezuela and destinations
In Europe and across North, Central and South America.
FORD MOTOR COMPANY: FO BE-80. Corporate operations.
PROTINAL: FO C-310 & C-421. Corporate operations.
-

EDUCATON
Aviation School 1973-1974 Centro de Instruccin De Aeronautica Civil
University 1986-1989 Universidad Nacional Abierta.

PERSONAL DATA
Health: Excellent, Non-Smoker,
Date of Birth: Oct-04-53
Weight:
205 lb/93 kg Languages: English/Spanish
Height:
Marital Status: Married, two sons
6/180 cm
Computers: Experience with Software & Hardware, including: MS Word,
Access, Excel, Power Point, Adobe Professional, FrameMaker.

REFERENCES
Professional references are available on request.
Available Immediately.

Exhibit WG-3
Page 11 of 13

Mikell E. Leland
655 Post Lane
Rock Hill, South Carolina
29730

Home/Fax: 803-985-5843
Cell: 803-524-1391
lelandhaugeDgmail.com

Professional Summary
A maintenance and quality Leader with 42 years of diverse aviation experience including 23 in
Part 121 Air Carriers, 5 in Part 145 MRO, 26 military (active/reserve and contractor). Proven
results in Safety, Quality Assurance, Quality Control, Maintenance Training, and Policy and
Process development, Areas of specific expertise include:
.Quality Assurance and Control Programs
.Manual Development
', Training Program Development
oCross Functional Team Leadership
.Aircraft Maintenance Programs
.FAA Airframe and Powerplant Certificate

.FAA Liaison and Regulatory Compliance

.Foreign AMO Application and Approvals
.Safety Program Development and OSHA
.Aircraft Integration and Conformity
.Investigation / Analysis Report Preparation
.FAA Private Pilot (SEL) Airman Certificate

Education
MBA - January 2006,
University of Phoenix, Charlotte, NC campus
B.A., M.A. Religion - May 1988
Southern California Bible College, San Diego, CA.
BFA (112 hrs) - Sept. 1979 - May 1984
University of Texas at El Paso, El Paso, TX.
BFA (61 hrs) - Sept. 1977 - May 1978
University of Albuquerque, Albuquerque, NM.
Dale Carnegie Course, Pittsburgh, PA.
Certificate - May 1999
Professional Experience
AEROPARTNERS Sarasota, FL

03/13 to Present

Consultant

Air carrier certification consultant.

COMMERCIAL JET, INC. Miami, FL

04/06 to 10/06 and 11/08 to 03/13

MRO providing airframe overhaul, major repairs and major modification services including
passenger to cargo conversions, Limited Ratings up to DC-10/MD-11.
Director Quality and Safety/Accountable Manager

Responsible for all aspects related to aircraft maintenance for the Repair Station of 200 +
employees. Directly responsible for the entire Quality and Safety Programs including: Audit
Programs, Inspection, Safety, Training, Customer GMM compliance, Repair Station Manual,
Operations Specifications, EASA/Foreign Repair Station Certifications, and US and Foreign
Regulatory Compliance.

Exhibit WG-3
Page 12 of 13

O
O
O

Recruited twice to Lead the Quality program.

Revitalized the company Safety Program.
Revitalized the company FOD prevention program.
Revitalized the maintenance training program and spearheaded the introduction
of CBT.
O Developed and instituted on-line writeable forms eliminating
obsolete/uncontrolled forms usage.
Spearheaded the reformatting of the Repair Station Manual, Training Program
Manual, and creation of the Standard Practices Manual.
RYAN INTERNATIONAL AIRLINES, INC. Rockford, IL

10/06 to 11/08

Part 121 Air Carrier operating 8737, 8757, and 8767in Supplemental Operations. RIA
provides operating platform for clients providing charter services. Provided ICAO Annex 6
operations with foreign carriers in the US. Provides maintenance management setvices for Part
91 DoJ contractors operating 8737 and MD80 aircraft.
Director Quality Assurance
Responsible directly to the President/CEO for the Quality Systems of this Part 121 Air Carrier.
Areas of responsibility included 119,65 (and 119.67d), Quality Assurance, Reliability,
Engineering, Aircraft Records and Maintenance Programs. Program oversight activity included:
Aircraft acceptance and conformity, lease returns, Operation Specifications parts A E, Foreign
Airworthiness approvals, ETOPS, RVSM, CASS, Supplier and Vendor approvals, and CASE.
Recruited to revitalize the Maintenance Division Quality Systems,
Successfully integrated B767 as new fleet type in to operation.
Spearheaded AD processes rewrite and FAA acceptance of program.
O Spearheaded RVSM program rewrite and FAA approval.
O Spearheaded revitalization of the internal audit program.
US AIRWAYS, INC. SAN, PIT, IND, CLT

01/87 to 04/06

Part 121 Air Carrier operating BAe146, DC9/MD80, B727, 8737, 8757, 8767, A320 Series and
A330 Series aircraft. Formerly USAir, Pacific Southwest Airlines, Piedmont Airlines, and
America West Airlines. Provides schedule service to domestic and international locations.
Inspection Supervisor - PIT/IND/CLT(12/94-06/95 and 05/00-04/06)
Supervision of Aircraft Inspection personnel, technical and NDT oversight, material resources
management, and assuring airworthiness and conformity. Plan, organize, and direct inspection
activities for multiple on-going heavy maintenance check projects. Supervise and conduct
component/parts receiving inspections for serviceability. Responsibilities include follow up of
required training and qualifications for assigned personnel in the Base and Line Maintenance
environments. Coordinated with Line Maintenance in assessing workload and manpower
requirements:
Selected to lead pre-audit preparations and follow-ups.
Selected to lead maintenance records reviews for compliance with company and
regulatory policies and procedures. Generated 110 page report and presented to
VP Maintenance. Resulted in procedural and personnel changes.
6 Interfaced with FAA, vendors, and union representatives.
O Provided technical and procedural guidance regarding quality control and
inspection matters.
Spearhead successful CLT Inspection RII training.

Exhibit WG-3
Page 13 of 13

FAA Liaison Quality Assurance PIT (06/95-05/00)

Signature authority for Parts D & E of the Operations Specification. Directed the investigations
and reporting on FAA Letters of Investigation, Self-Disclosures and internal Non-Conformances.
Coordinated responses and subsequent follow-up. Administrative responsibility for the
processing of Airworthiness Directives. Maintained positive communication between the FAA,
and Maintenance Division, Conducted hiring, training, supervision, and evaluation of assigned
Auditor staff.
Successfully managed multiple on-going projects.
O Directed the conduct of audits and internal evaluations.
Successfully integrated into FAA ATOS program
O Spearheaded creation and implementation of investigation/findings/corrective
action database.
o Provided written analysis and recommendations following various
audit/surveillance activities.
Coordinated interdepartmental/cross-functional tasks groups to resolve complex
issues.
Maintenance Control Foreman - PIT
Mechanic - SAN

06/90 - 12/94
01/87 - 06/90

Inspector Tero Tech, Inc. US Army Contractor, El Paso, TX

Mechanic - Aero Freight/Aero Exec, Inc. - , El Paso, TX
Flight Line Mechanic Doss Aviation, Inc. US Army Contractor
Mechanic Hawthorne Aviation, Inc US Army Contractor
Mechanical Engineering Draftsman - Fluid Systems, Inc.

12/86
04/84
09/83
05/80
11/79

- 01/87
- 05/85
- 12/86
- 09/83
- 05/80

Military Experience
03/98 - 05/02

Pennsylvania Air National Guard SMSGT

Retired May 2002,
U.S. Naval Reserve Senior Chief Petty Officer
United States Navy Petty Officer 1 st Class

06/81 - 05/97
11/71 - 09/79

ADDITIONAL INFORMATION
Completed US Airways DC9/MD80, BAe146, Fokker F100, B737, B757, B767, A320 series, and
A330 General Familiarization Training.
Completed US Airways Ultrasonic Testing, Eddy Current Testing, Magnetic Particle Testing,
and Liquid Penetrant Testing Level 1 Non-Destructive Test Training.
Completed various military training courses: Aviation Machinist's Mate (Jet) A School, Basic
Helicopter C School, Sikorsky RH-53D factory training, Nuclear Weapons Handling Training, A7 Airframe School, OV-10 Airframe and Powerplant Training.
References available on request.

EXHIBIT WG-4
ORGANIZATIONAL CHART

WESTERN GLOBAL AIRLINES

ORGANIZATION

President Chief Executive

Officer
3.4.2

I Ground Operations Manager I

3.4.10

Chief Financial Officer

Chief Operating Officer

3.4.4

3.4.3

Director of Safety/Security
3.4.7

Director of Maintenance

Vice President of Operations

Chief Inspector

3.4.9

3.4.5

3.4.11

Director of Network Control

Center
(Contract) (3.4.10)

!
,

Director of Training

Director of Standards

Chief Pilot

(Contract) (3.4.3)

3.4.41

3.4.12

EXHIBIT WG-5
FINANCIAL STATEMENT

Exhibit WG-5
Page 1 of 1

14-May-13
Cash Basis

ASSETS

Opening Balance
(5/14/2013)

Current Assets
Cash
Total Current Assets

600,000
600,000

TOTAL ASSETS

600,000

LIABILITIES
Current Liabilities
Long-term Liabilities
Mortgage
Other long-term liabilities
Total Long-term Liabilities
SHAREHOLDERS EQUITY
Capital Stock
Retained earnings
Net Income
Total Shareholders' Equity
TOTAL LIABILITIES & EQUITY

600,000

600,000
600,000

EXHIBIT WG-6
AFFIDAVIT OF FAA CERTIFICATION
AND COMPLIANCE

Exhibit WG-6
Page 1 of 1

"7/AVIT OF FAA COMPLiANCE

STATE OF FLORIDA
COUNTY OF MANATEE

ss:

I, James K. Neff, being first duly sworn, deposes and says:

1. I am 18 years of age or over.
2. I am the CEO of Western Global Airlines, LLC ("Western Global Airlines"), and
am authorized to make this statement on the Company's behalf.
3. I hereby swear, under penalty of perjury, that the aircraft to be operated by
Western Global Airlines are certificated by the Federal Aviation Administration, in
that they bear currently effective Certificates of Airworthiness, and are in full
compliance with all applicable regulations and safety/istandards.

,arnes K. Neff
}Chief Executive Offiavc
/ Western Global Airlines, LLC

day of May, 201

Sworn to/affirmed and subscribed before me this
. James K.
who is personally known to me or who presented
as satisfactory
identificaion.
.

(Signature of Notary)

(Name of Notary typed, stamped or printed)

(Notary Seal)
6161
,
''. ui 'r wrida
:.''), 2016 [

Comini
(

LEGAL\16477635\1

EXHIBIT WG-7
PROJECTED FINANCIAL STATEMENTS

Exhibit WG-7
Page 1 of 3

WESTERN GLOBAL AIR

NARRATIVE TO FORECAST FINANCIAL RESULTS
The forecast financial results are stated on a cash basis, and are based on
certain assumptions: (1) It is expected that the first aircraft will initially be operated
approximately 100 hours per month, with growth to 125 hours per month and the
addition of three more aircraft within the first year of operation. (2) As an ACMI
operation, the carrier's clients will be responsible for fuel, loading and ground handling,
generally on a prepay basis. These cost elements are shown both as expenses to
Western Global, and as revenue, as they are to be reimbursed. (3) Assumptions
underlying the maintenance and operating costs are based on the experience of the
Lessor (Neff Air) and the management team's extensive experience in aircraft
operation, management and maintenance. (4) Crew costs are based on a negotiated
rate from AeroPartners, L.L.C., which will be providing the crews on a contract basis.

As startup is expected late in the third quarter of 2013, the revenues and
expenses for only one full month are shown on the projected P&L Statement for Q3
2013. Numbers are shown by quarter. The company estimates that for the 13-month
period, of Q4 2013-Q3 2014 it will experience revenues of $38.75 million, expenses of
$37.97 million, and a net profit of $780,000. The profit estimate is fairly solid; though
the fuel and handling costs may differ from projection, they will in any event be
reimbursed.

Assumptions

Western Global Airlines

ACMI Rate/HR
Crew(2) SOhr/Mo

For 02 2013 through 03 2014

Lease rate/Mo

Cash Basis

nsura nce/Mo/A/C

OPERATING REVENUE

Q2-2013*

Q3-2013**

Aircraft
Block hours
Charter Revenue
Fuel (Reinbursements)
Ground Services (Reinbursements)
Net Sales

$0

OPERATING EXPENSES
Direct Expenses
Crew Expenses(AeroPartners)
Dispatch Services(Global Ops Center)
Lease Payments
Insurance
Fuel
Maintenance
Ground Services
Total Direct Expenses

01-2014

04-2013

02-2014

03-2014

C
f$r:

C
' ',$:,

Ground Services/Mo

500,000

1.875,000

3,750,000

5,625,000

7,500,000

18,750,000

MX/Flt Hr

482,375

1,808,906

3617,813

5,426,719

7.235,625

18,089,063

Block hours/aircraft/Mo

30,000

90,000

180,000

270,000

360.000

900,000

$1,012,375

$3,773.906

$7.547,813

$11,321,719

$15,095,625

$37,739,063

66,000

247,500

495,000

742,500

990,000

2,475,000

20,000

20,000

20,000

20,000

23,000

83,000

220,000

660,000

1,320,000

1,980,000

2,640,000

6,600,000

6,667

20,001

40,002

60,003

80,004

200,010

482,375

1,808,906

3,617,813

5,426,719

7,235,625

18,089,063

200,000

750.000

1,500,000

2,250,000

3.000,000

7,500,000

30,000

90,000

180,000

270.000

360,000

1,025,042

3,596,407

7.172,815

10,749,222

320,000

128,500

175,500

175,500

205,500

Total Operating Expenses

320,000

1,153,542

3,771,907

7,348,315

10,954,722

14,328,629

120,000

150,000

150,000

180,000

180,000

6,500

19,500

19,500

19,500

19,500

2,000

6,000

6,000

6,000

6,000

900,000
$

35,847,073

660,000

320,000
.1

205.500
14,534

29

78,000
24,000
$

762.000

36,609,073

($320 NO)

($141,167)

$1,999

$199,498

$366,997

$561,496

$1,129,990

$320,000)

($141 167)

$1,999

$199,498

$366,997

$561,496

$1,129,990

61,999

$199,498

$366,997

$561,496

$1,129,990

Taxes on income

Net Income (Loss) After Taxes

NET INCOME (LOSS)
Notes:
* Start - up phase

** Operations are projected to start September 2013, only one month of activity is reported for the quarter
Insurance, rent and utilities

Fuel/Gal
Fuel Gal/Hr

General/Administrative
Salaries, employee benefits and payroll taxes
Startup Costs
Occupancy Costs
Office supplies and Miscellaneous
Total General/Administrative Expenses

Net Income (Loss) Before Taxes

Year ended
03-2014

Rent/Mo
Office supplies/Mo

5,000
33,000
220,000
6,667
4

1,135
30,000
2,000
125
6,500 *all months 04 2013 and
2,000 beyond

Assumptions

Western Global Airlines

Initial capital contribution from J&S

For 02 2013 through 03 2014

Cash Basis

ASSETS
Current Assets
Cash

Opening Balance
1 2,3

Total Current Assets

Q2-2013*

Q3-2013**

04-2013

01-2014

Q2-2014

03-2014

600,000
600,000

280,000

138,833

140,832

340,330

280.000

138,833

140,832

340,330

707,327
707,327

1,268,823
1,268,823

600,000

280,000

138,833

140,832

340,330

707,327

1,268,823

600,000

600,000

600,000

Fixed Assets
Long-term investments
Land
Buildings (net of depreciation)
Plant & equipment (net)
Furniture & fixtures (net)

Total Net Fixed Assets

TOTAL ASSETS
LIABILITIES
Current Liabilities
Long-term Liabilities
Mortgage
Other long-term liabilities

Total Long-term Liabilities

SHAREHOLDERS EQUITY
Capital Stock
Retained earnings (Accumulated Deficit)

Total Shareholders' Equity

600,000

600,000

600,000

(461,167)

(459,168)

(259,670)

107,327

(141,167)

1,999

199,498

366,997

561,496

600,000

(320,000)
280,000

138.833

140.832

340,330

707,327

1.268,823

600,000

280.000

138.833

140,832

340,330

707,327

1,268.823

Net Income (Loss)

TOTAL LIABILITIES & EQUITY

600,000
(320,000)

Notes:
* Start-up phase
** Operations are projected to start September 2013, only one month of activity is reported for the quarter
1 ACMI revenue is expected to be paid currently and charter revenue is expected to be paid in advance
2 Company expects to pay its expenses as they are invoiced
3 Aircraft leases are expected to be short-term and paid monthly on a current basis
4 All fixed assets will be rented and thus no purchases of fixed assets are expected at this time
5 No mortgages or long-term debts are expected

600,000

EXHIBIT WG-8
START-UP EXPENSES

Exhibit VVG-8
Page 1 of 1

WESTERN GLOBAL AIRLINES

START-UP COSTS AND SOURCES OF FUNDING
Most of Western Global Airlines' "start-up costs" will have already been borne by
Mr. Neff by the time this application is filed. Aircraft lease, insurance, salaries and
facilities rental will not be paid by the airline until the time revenue service is launched.

The only additional start-up costs that can be foreseen at this time are the
costs of obtaining FAA and DOT operating authority (including aircraft proving
runs); these will be attributed to the airline.

These costs are as follows:

MAINTENANCE BRIDGING & CONFORMITY

$ 95,000.00

FAA/DOT

$125,000.00

CERTIFICATION, LEGAL

50,000.00

CREW TRAINING

PROVING RUNS (TOTAL COST)

TOTAL

$320,000.00

50,000.00

The very modest cost of the FAA certification is due to the fact that much of
the work is being performed by operations and maintenance experts already on
staff at companies that will be providing services to the proposed operation, who
contribute their time as needed on matters such as drafting the manuals.
Apart from funding already provided or to be provided by Mr. Neff, funding will
come from cash assets on deposit in the company's bank, and, to the extent necessary,
from the assets of the two trusts that own Western Global. Verification of the assets of
the Company and these trusts, and a pledge of trust assets from the trustees of these
trusts, are contained at Exhibit WG-10.

EXHIBIT WG-9
NARRATIVE FOR MEETING
FINANCIAL FITNESS TEST

Exhibit WG-9
Page 1 of 1

WESTERN GLOBAL AIRLINES

FINANCIAL FITNESS ANALYSIS

As described in the previous exhibit, the company's pre-operating "startup"

costs are expected to be a very modest $320,000. Its projected unreimbursed
operating costs for the first full year of the Western Global operation (starting Q4
2013) will be $17,518,010; thus a three-month average would be $4,379,502. These
expenses are easily covered by the company's available cash and short- term
securities.
The financial fitness test calculation is thus as follows:
Start Up Costs (to be paid by WGA)

320,000

3-Month Operating Cost Average

$4,379,502

Total

$4,699,502

Available Cash 1

$7,380,893

Surplus

$2,681,391

Funding is drawn from assets of Western Global and the two trusts that own the company.
See Exhibit WG-8.

EXHIBIT WG-10
THIRD-PARTY VERIFICATION OF FUNDS

Exhibit WG-10
Page 1 of 5

May 13, 2013

James K. Neff
Chief Executive Officer
Western Global Air, L.L.C.
5566 Broadcast Ct.
Sarasota, FL 34240

Re: Confirmation of Account Balances

Dear Mr. Neff:
Pursuant to your request, this letter will Conf .= that thc balances on deposit in this bank
for the follow entities are as follows, as of the date this letter:
O Western Global Air, L.L.C. $600,000.00
O James K. Neff 2012 Irrevocable Trust $3,419,427.14
O Carmit P. Neff 2012 Irrevocable Trust $3,361,466.26

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Page 3 ot 6

JAMFS NEFF 2012 IRREVOCABLE TRUST

For the Period 3130/13 to 4;30113

CARMIT NEFF AS TRUSTEE

Businc_73
Mco unt Summz:-:

Hstances

Beginning Balance

596.73

Deposlis & Credi:s

'Ending Balance

Amount
3,718.730.36

$3,71q.427,14

Adruai Percertade Yie;id Earned Ms Period'

:nterest Paid This Period

5698.78

interest Paid `Yea'r-to-Dai;e

iS2.730.87

Transaction Detafl
Deposits &
Ored:ts

Transfers &
W:thdrawais

Ba:ance

&a,e

Description

03/30

Beginning Balance

34:23

interest : ayment

3.713.427.14

04130

Endina Balance

13,719,427.14

Totai

53.718,730.36

1696.73

1.:30.00)

P.,,ge 1 of 6

Exhibit WG-10
Page 3 of 5

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Exhibit WG-10
Page 4 of 5

The James K. Neff 2012 Irrevocable Trust

7892 Fisher Island Drive
Miami Beach, FL 33109

May 10, 2013

Department of Transportation
Air Carrier Fitness Division
Washington, DC 20590
Dear Sir or Madam:
As trustee of the James K. Neff 2012 Irrevocable Trust (the "JKN Trust"), owner
of a 50 percent share of Western Global Airlines, L.L.C., I verify that the JKN Trust will
make available to Western Global, from the Trust's assets, any funds required to cover
any deficit in the carrier's operations, including startup expenses as well as direct and
indirect costs, during the first year of operation.
Please contact me should you require any further information.
Sincerely,
\
(,

I -

Carmit P. Neff
Trustee
The James K. Neff 2012
Irrevocable Trust

Exhibit WG-10
Page 5 of 5

The Carmit P. Neff 2012 Irrevocable Trust

7892 Fisher Island Drive
Miami Beach, FL 33109

May 10, 2013

Department of Transportation
Air Carrier Fitness Division
Washington, DC 20590
Dear Sir or Madam:
As trustees of the Carmit P. Neff 2012 Irrevocable Trust (the "CPN Trust"), owner
of a 50 percent share of Western Global Airlines, L,L.C., we verify that the CPN Trust
will rnake available to Western Global, from the Trust's assets, any funds required to
cover any deficit in the carrier's operations, including startup expenses as well as direct
and indirect costs, during the first year of operation,
Please contact us should you require any further information.
)cerely,

Danielle J. N
Co-Trustee
The Carmit P. Neff
2012 Irrevocable Trust

/
/ James K. Neff
'/ Co-Trustee
The Carmit P. Neff
2012 Irrevocable Trust
7

EXHIBIT WG-1 1
WARSAW WAIVER AGREEMENT

Exhibit WG-11
Page 1 of 1

Docket OST 96-236

U.S. Department of Transportation
Office of the Secretary of Transportation

AGREEMENT

The und-E;igned C;a'rri -ers (hereinafter referred to as "the Carriers') herebY a -6-re'; a.;la-owst

1. Each of the Carriers shall, effective May 16, 1966, Include the following in its conditions of carriage, including tariffs
embodying conditions of carriage filed by it with any government:
"The Carrier shall avail itself of the limitation Of liability provided in the Convention for the Unification of Certain Rules
Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended
by the Protocol signed at The Hague September 28th, 1955. However, In acmrdance with Article 22(1) of said Convention, or
said Convention as amended by said Protocol, the Carrier agrees thal, as to ail International transportation by the Carrier as
defined in the sold Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage,
includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place
(1)

The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000
Inclusive of legal fees and costs, except that, In case of a claim brought in a State where provision is made for
separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs.

(2)

The Carrier shall not, with respect to any claim arising out of tha death, wounding, or other bodily injury of a
passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said
Protocol.

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on
behalf of, or in respect of any person who has willfully caused damage which resulted In death, wounding, of other bodily injury
of a passenger."
2. Each Carrier shell, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the
Convention, or the Convention as amended by the Hague Protocol, and by the special contract described In paragraph 1, the
following notice, which shall be printed In type at least as large as 10 point modern type and in ink contrasting with the stock on (i)
each ticket; (ii) a piece of paper either placed in the ticket envelope with me ticket or attached to the ticket; or (iii) on the ticket
envelope:
'ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY
Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised
that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion
entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place
in the United states of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the
liability of
(certain
((name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is
limited in most cases to proven damages not to exceed OS $75,000 per passenger, and that this liability up to such limit shall
not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special
contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier
tor death or Personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000.
The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be
examined on request.
Additional protection c'an usually be obtained by purchasing insurance from a private company. Such insurance is not
affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further
information please consult your airline or insurance company representative."
3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E23680, adopted May 13, 1966, The Agreement (Agreement 18900) became effective May 16, 1966, On January 1, 1965, this
Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.]
4, This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier
may become a pady to this Agreement by signing a counterpart hereof and depo4lin9 it with DOT.
5. Any Carrier party hereto may withdraw from this Agreement by givin i 'welv (12) rJjpmtllswJU n no (ce f withdrawal to
DOT and the other Carriers parties to the Agreement.
(Signature and Date)
'Either alternative may he used.
(printed WME!
(Came and Arldrels e(Carner)

051 Form 4523 (Formerly CAB Farm 2831

16'4_

EXHIBIT WG-12
PRESIDENT'S CERTIFICATION

Exhibit WG-12
Page 1 of 1

CERTIFICATr.
The contents of this application and the attached exhibits are true and correct to
the best of my knowledge and belief. Pursuant to Title 18 United States Code
Section 1001, I, James K. Neff, in my individual capacity and as the authorized
representative and CEO of Western Global Airlines, LLC, have not in any manner
knowingly and willfully falsified, concealed or failed to disclose any material fact
or made any false, fictitious, or fraudulent statement or knowingly used any
documents which contain such statements in connection with the preparation,
filing or prosecution of the application. I understand that an individual who is
found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or
imprisoned not more than five years, or both.

1.

/James K. Neff
is Chief Executive Offi
/
Western Global Airline LLC

Date:

1FGAL\16477638\1