Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW | Washington, DC 20036-3006 | tel 202.663.8000 | fax 202.663.8007

Kenneth P. Quinn tel: 202.663.8898

kquinn@pillsburylaw.com

www.pillsburylaw.com 4811-1102-0850.v1

June 9, 2016

Via Email Todd Homan Director Office of Aviation Analysis 1200 New Jersey Ave, SE Washington, DC 20590

Re: National Air Cargo Group, Inc. d/b/a National Airlines Change in Management

Dear Mr. Homan:

I am writing on behalf of our client, National Air Cargo Group, Inc. d/b/a National Airlines (“National Airlines”), to notify you of the recent changes in National Airlines’ management in accordance with National Airlines’ continuing fitness obligations under 14 C.F.R. § 204.5.1

Mark Burgess assumed the position of President and Chief Operating Officer at National Airlines. Previously, Mr. Burgess was the Managing Director, Americas for National Airlines’ parent company, National Air Cargo, Inc. He has an extensive management career in air transportation, including vice president positions at Swissport Cargo Services and Kitty Hawk Cargo, Inc., and manager positions at Bax Global, ATI and American International Freight.

Joe Batten re-assumed the position of Director of Operations. Mr. Batten was previously National Airlines’ Director of Operations from October 2013 until February 2016, when he assumed a special position as B757 Check Airman and Projects Coordinator. Mr. Batten’s extensive experience includes Director of Operations at Sky King Airlines and Director of Training and Standards at National Airlines and Capital Cargo International Airlines. Mr. Batten is a certificated airline transport pilot with type ratings in DHC-7, B-727, and B-757/767 aircraft, as well as being a flight instructor and holding an airframe and powerplant mechanics license.

James Alexander assumed the position of Director of Maintenance, having previously been promoted from his position as Maintenance Manager at National Airlines, and subsequently as the assistant to National Airlines’ Director of Maintenance. Mr. Alexander has extensive experience in aviation maintenance management, having held maintenance management positions since 1997

1 The Department has found National Airlines fit and National Airlines incorporates its previously submitted fitness

information by reference. See DEPT. OF TRANSP., ORDER CONFIRMING ORAL ACTION AND ISSUING EFFECTIVE

CERTIFICATE, Order No. 2015-1-21 (Jan. 26, 2015) (DOT Docket No. OST-2012-0204).

June 9, 2016 Page 2

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with Northwest Airlines, Spirit Airlines, and Panasonic Avionics Corporation before joining National Airlines. His experience as an aircraft maintenance technician extends to 1981 with his service in the U.S. Marine Corps and work with Columbia Helicopters, Inc., Air Wisconsin, and Serve-Air Inc. Mr. Alexander has held his FAA Airframe and Powerplant license since 1988.

Resumes and questionnaires for the new key management personnel employed at National Airlines are attached.

In addition, Brian Conaway departed as National Airlines Chief Financial Officer (“CFO”). National Airlines finances are now managed by Eric Danat, Director of Global Finance at National Airlines’ parent corporation, National Air Cargo, Inc. Mr. Danat is intimately familiar with National Airlines’ operations and finances and is a qualified Certified Public Accountant. We will notify you when a new CFO is appointed.

Please feel free to contact me if you have any questions.

Sincerely, Kenneth P. Quinn Partner

cc: Shabu Thomas, U.S. Dept. of Transp.

MARK BURGESS

6404 Vista Pacifica • Rancho Palos Verdes, CA 90275 • markburgess42@gmail.com • (310) 793-6965

Aviation management professional with 17 years of advanced leadership in domestic and international field operations, ground services, contract negotiation & management, regulatory compliance, customer service, and successful strategic planning & development.

NATIONAL OPERATIONS • STRATEGIC PLANNING • MANAGEMENT TEAM BUILDING

Core Competencies

• Visionary leadership • Mentoring & Coaching • Lean, Six Sigma • Planning & Execution

• Cargo/Logistics Knowledge • P&L Management • Operations Management • Technology Development

• 5S Organization Method • Mergers & Integration • Management Development • Innovative Cost Reduction

PROFESSIONAL EXPERIENCE

NATIONAL AIRLINES – Orlando, Florida May 2016 – Present

PRESIDENT & COO NATIONAL AIRLINES Directed Global Operations NATIONAL AIR CARGO – Orchard Park, New York 2012 – Present

MANAGING DIRECTOR, AMERICAS Directed Global Freight Forwarding Operations

Effectively oversaw Business Development and Sales team growth throughout the region Developed two Gateway Operations in LAX and ATL to reduce operational costs Managed P&L for the Business Unit

SWISSPORT CARGO SERVICES - Los Angeles, California 2008 – 2012

VICE PRESIDENT, WEST REGION Directed Cargo Handling Services with $40 million in annual revenue.

Presided over major airline accounts including: United, Delta, Hawaiian Airlines, Frontier, British Airways, Lufthansa, KLM, Air France, Iberia, Air Tahiti Nue, Air Berlin, Air Canada China Airlines, EVA, Singapore Airlines, Turkish Airlines, Aeroflot, Saudi, LAN, Mas Air.

Successfully managed stations including: LAX, SFO, SEA, and PHX; including 9 warehouse operations; and United Airlines Hubs in LAX and SFO.

Effectively oversaw staff of 750+ employees and 500 domestic & international flights daily. Exceeded goals and achieved outstanding EBIT improvement from 4% in 2008 to 9.7% in 2011 Significantly reduced operating costs by renegotiating facility leases, establishing network

program for equipment leases, & rate reductions on volume purchase of consumable goods. Improved staffing productivity by 10%-15% using innovative kilos per man-hour models. Piloted use of barcode scanners with interface to carrier legacy systems for flight manifesting,

warehouse inventory, and US Customs AMS clearance. Effectively lead all commercial sales. Developed all business cases and proformas.

INTEGRATED AIRLINE SERVICES - Dallas, Texas 2007 – 2008

Mark Burgess • markburgess42@gmail.com • (310) 793-6965

ACCOUNT MANAGER, SINGAPORE AIRLINES CARGO Managed International Cargo Operation for South-Central US

Successfully coordinated ramp handling for daily 747-400 freighters out of Asian Pacific & 65,000 sq. ft., US Customs bonded facility.

Managed & trained 65 employees including: Ramp, Warehouse, Import AMS agents, Export agents, and Customer Service.

KITTY HAWK CARGO, INC. - Dallas, Texas 2005 – 2007

VICE PRESIDENT OF OPERATIONS, EASTERN US & CANADA Directed Operations of $125 million heavyweight airfreight & Logistics Company

Directed 57 domestic, overnight air station operations with $25.5 million operating budget. Effectively administered 72 warehouse operations Air freight, Ground LTL and Logistics. Achieved exceptional results & commendation for successful launch of 150 truck routes and 29

aircraft hub and spoke network. Established & mentored effective team of 5 Regional Managers and 6 City managers. Artfully negotiated & launched $110 million USPS Priority Mail C-Net contract. Achieved 99.8% on-time availability and earned top customer rankings in quality service. Developed & Oversaw Training department and Operational Specialists for IATA Dangerous

Goods, Field Operations, and Aircraft Ground Service. Successfully reduced costs by 4-8% with strategic contract management, negotiation, and

oversight of 145 service contracts.

BAX GLOBAL, ATI - Toledo, Ohio 2001 –2005

(A Subsidiary of BAX Global Inc.)

Manager, Aircraft Ground Services Americas (US, Canada & Mexico)

Managed all aircraft ground handling for BAX Global network & charters in: US, Canada, & Mexico.

Successfully selected, managed and oversaw operation of contract ground handling services. Effectively lead group training and maintained records for FAA approved company manuals. Directed four loadmasters and coordinated worldwide charter operations.

KITTY HAWK CARGO, INC. - Fort Wayne, Indiana 1998-2001

General Manager-Quality Improvement

Developed and directed successful strategy to unite multiple corporate entities. Assembled management team to implement uniform policy and procedures. Maintained duties of National Operations Manager.

National Operations Manager Recruited and managed flight coordinators to operate overnight hub & spoke system. Effectively administered 45 vendor stations and cultivated contracts.

AMERICAN INTERNATIONAL FREIGHT – Ypsilanti, Michigan (Merged with Kitty Hawk Cargo, Inc. in 1998)

1995 - 1998

Central Region Service Manager

Oversaw 13 Midwest vendor stations and contracts & effectively Directed Charter operations.

Station Manager - Detroit, Michigan

Increased revenue over 1000%; managed an on-demand charter service and overnight freight operation; and cultivated numerous ground handling contracts with charter carriers.

Ramp Manager - Terre Haute, Indiana

Managed 145 employees; Ramp, Postal Sort, and Load planning.

Customer Service Manager: Flight Operations

Oversaw & coordinated load planning of all aircraft, aircraft routing, and customer service.

Mark Burgess • markburgess42@gmail.com • (310) 793-6965

Sort Manager (HUB)

Managed 150 employees and developed & mentored sort supervisors.

UNITED PARCEL SERVICE - Columbus, Ohio 1993 – 1995

Supervisor

EDUCATION

Bachelor of Arts • Aviation Management

The Ohio State University - Columbus, OH

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JOSEPH R. BATTEN 3418 Bay Meadow Court; Windermere, FL 32786

(407) 876-1787 jrbatt@earthlink.net CERTIFICATES Airline Transport Pilot; Multiengine Land

Type Ratings: DHC-7, B-727, B-757/767 Commercial Pilot; Single-Engine Land Flight Instructor; Airplane Single Engine and Multiengine First Class Medical/No Waivers Airframe & Powerplant Mechanics License U.S. Citizen

FLIGHT TIME Total Time 15406 PIC Total 11269

B-767 51 B-767 PIC 51 B-757 3590 B-757 PIC 3560

B-727 5953 B-727 PIC 3620 L-1011 745 DHC-7 2053

QUALIFICATIONS May 2016–Present Director of Operations Mar 2016–May 2016 B757 Check Airman / Projects Coordinator Oct 2013—Feb 2016 Director of Operations Jun 2013—Oct, 2013 Director of Training & Standards Aug 2012—May 2013 Director of Operations Jan 2012—Jul 2012 Captain/Line—Simulator Check Airman Oct 2010—Jan 2012 B-757 Project Manager Jun 2010—Oct 2010 Director Training/Standards Aug 2008—Jun 2010 System Chief Pilot/Line/Sim Check Jul 2002—Apr 2008 B-757 Line Check Airman Jul 2002—Jul 2006 B-757 Sim Instructor/Check Airman

Apr 1997—Dec 2002 B-727 Sim Instructor/Check Airman Jul 1996—May 2001 B-727 Line Check Captain Oc.1997—Jan 2002 FAA Air Program Designee/APD

EDUCATION Thomas Edison State University, Trenton, NJ May 1986 Aviation Maintenance, 3 years

Quaker City School of Aeronautics, Philadelphia, PA January 1983 Aviation Maintenance, 2 years WORK EXPERIENCE

May 2016 – Present National Airlines Director of Operations

• Responsible to President for the overall operation of National Airlines’ Air Carrier Operation

• Liaison with FAA, Certificate Holding District Office

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JOSEPH R. BATTEN 3418 Bay Meadow Court; Windermere, FL 32786

(407) 876-1787 jrbatt@earthlink.net WORK EXPERIENCE, Continued… Mar 2016 – May 2016 National Airlines B757 Check Airman / Projects Coordinator

• Responsible to Chief Pilot and Director of Operations Oct 31, 2013 – Feb 2016 National Airlines Director of Operations

• Responsible to President for the overall operation of National Airlines’ Air Carrier Operation

• Liaison with FAA, Certificate Holding District Office

Jun 5, 2013 – Oct 30, 2013 National Airlines Director of Training and Standards

• Responsible for the development, oversight, and execution of National’s flight training program.

Aug 2012 – May 2013 Sky King Airlines Director of Operations

• Responsible to the President for the Safe and Regulatory Compliant Flight Operation.

Jan 2012 – Jul 2012 Dynamic Airways B767 Captain/Check Airman

• Responsible to the Chief Pilot. • B767 Check Captain-Duties includ • e Operating Experience, Line Checks, and Simulator Training and

Evaluations. Oct 2010 – Jan 2012 Capital Cargo International Airlines Project Manager – B-757

• Responsible to the Director of Operations for the B757 Program, including but not limited to the development and authoring of training manuals and bringing the entire program internal from an ex-external (142) training Center.

• B757 Check Captain- Duties include Operating Experience, Line Checks and conduct Simulator Evaluations and LOFTS.

• Responsible for ALL Functional Check Flights out of MRO heavy Checks; developed and trained flight crews for all Maintenance Functional Checks.

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JOSEPH R. BATTEN 3418 Bay Meadow Court; Windermere, FL 32786

(407) 876-1787 jrbatt@earthlink.net WORK EXPERIENCE, Continued… Jun 2010 – Oct 2010 Capital Cargo International Airlines Director of Training and Standards

• Responsible to the Director of Operations for the management and supervision of the operations training programs

• Administer and conduct curricula necessary to support company flight operations

• Insure collection of student critiques from all phases of company training

• Tracking pilot and flight engineer training requirements; and coordinate scheduling of training

Aug 2008 – Jun 2010 Capital Cargo International Airlines Chief Pilot – Duties Included:

• Responsible to the Director of Operations for the safe conduct of flight operations

• Responsible for flight crew member adherence to policy, procedures, standards and specifications

• Assure distribution of timely, accurate technical and administrative information to flight crewmembers

• Recommend improvements in training; participate in interviews and evaluations of crewmember performance and instructor/check airmen selection

• Responsible for ALL Functional Check Flights out of MRO heavy checks; developed and trained flight crews for all Maintenance Functional Flights for both B727 and B757

Mar 1992 – Apr 2008 ATA Airlines May of 2001 - Apr 2008

• B757 Check Captain for both scheduled and charter operations, domestic and international. Check Captain Duties included: Operating Experience (OE), line checks and navigation checks. Also instructed and evaluated airmen as a B757 Simulator Instructor/Check Airman.

Jan 1995 - May 2001

• B727 Check Captain Duties included Operating Experience (OE), line checks and navigation checks. Also instructed and evaluated airmen as a B727 Simulator Instructor/Check Airman.

Jul 1997 - Jan 2002

• FAA Aircrew Program Designee (APD) Mar 1992 – Jan 1995

• First Officer for the B-727 and L 1011 Dec 1988 – Dec1991 Pan American World Airways

First Officer - B727

JAMES ALEXANDER 8827 Macon Road 734-757-3124 Saline, Michigan 48176 jim.alex@comcast.net

CAREER SUMMARY Extensive experience as an aviation maintenance operation professional. Recognized for taking innovative approaches with demonstrated success in process enhancements, productivity improvements and cost reduction. Outstanding reputation as an organized leader and team player who has continually improved operational performance while maintaining a paramount focus on safety and regulatory compliance.

PROFESSIONAL EXPERIENCE

NATIONAL AIRLINES, Orlando, FL Jun 2011 – Present Commercial Cargo Airline, Specializing in Large Difficult Cargo around the world. Director of Maintenance, Orlando, FL May 2016 -- Present Responsible for promoting a positive attitude toward safety and compliance within National Airlines as evidenced by: • Exceeding minimum CFR/14 CFR requirements • Preventing and correcting maintenance problems • Ensuring that violations are prevented. In the event a violation occurs, develop and implement procedures to

ensure the violation is not repeated • Ensuring that National Airlines assumes an ongoing quality assurance role • Ensuring rapid and complete implementation of new programs and regulatory compliance • No increases in maintenance related accidents, incidents, or violations • Continually monitoring National Airlines policies and procedures to ensure that the highest degree of safety

compliance is maintained • Ensuring that maintenance personnel understand their responsibilities to promote safe maintenance practices Manager Maintenance control / ETOPS Dec 2012 – May 2016 Managing Maintenance Control / Materials Manager / ETOPS, Orlando, FL Manage all functions of Maintenance control offices for National Airlines. • Maintained fleet of 757 and 747 aircraft in airworthy and ready flight status • Insured technicians are adequately trained to perform aircraft maintenance. • Monitor all scheduled or Un-scheduled maintenance paperwork and aircraft logs. • Manage team of maintenance controllers for 24/7 operation. • Develop and introduce ETOPS for 757 fleet for National Airlines. • Reviewed proposed ETOPS approval plan and timetables for submission to the FAA. • Established ETOPS Training program.

Manage all Materials and Repair purchases for both 747 and 757 fleets. Oversee budget for Line Maintenance and scheduled service operation • Participate in the establishment of department goals and the implementation of procedures and performance

standards to achieve those goals; manage, coordinate, monitor, and evaluate the activities of department staff directly or through subordinate supervisors

• Responsible for purchasing, repair and storage of spare parts in accordance with the procedures defined in National Airlines' General Maintenance Manual

• Responsible for the oversight and supervision of Stores and Purchasing personnel • Responsible for maintaining an adequate inventory to support National Airlines aircraft • Responsible for shipping/forwarding/routing component parts to outstations when required • Responsible for routing/forwarding/shipping component parts to vendors for required repair or overhaul

James Alexander

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PROFESSIONAL EXPERIENCE, Continued… PANASONIC AVIONICS CORPORATION, Detroit, MI Oct 2010 – Jun 2011 The world leader in in-flight entertainment and communications. Station Supervisor Technical Services, Detroit, MI Responsible for dispatching all overnight aircraft with guaranteed 100 percent seat functionality at departure. Inventory Control and local logistics of customer and Panasonic Avionics owned capitol assets. Scheduling preventive maintenance activities of systems installed on customer aircraft during overnight hold and office management of local site specific responsibilities. • Provide effective leadership and direction to a team of frontline employees while ensuring a productive and safe

work environment. • Introduced several employee training and recognition programs to aid in the improvement of employee confidence,

moral, and company commitment. • Interact with key department leaders around the company to provide worldwide service to many customer

agreements.

SPIRIT AIRLINES, Fort Lauderdale, FL Apr 2010 – Oct 2010 Low Cost Carrier serving the Caribbean, Latin American, and The United States. Manager Quality Assurance / CASS, Detroit, MI Member and organizer of the CASS Review Board, prepared the monthly audit report for the board. Reviewed quarterly audit result reports from the Tech Ops Departments. Review of all operations for trends and incidents requiring corrective action. Monitored the following programs for input to the CASS: -- Emergency Response Program -- Voluntary Disclosure Reporting -- Aviation Safety Reports -- Spirit Aviation Safety Reporting System • Maintained a schedule to ensure all areas are audited within established time frames. • Maintained files of all internal, facility, and vendor audits. • Ensured auditors are adequately trained and possess sufficient knowledge to perform audits. • Established auditor training records. • Tracked audit responses for timely completion. • Reviewed proposed corrective actions and timetables for acceptability.

NORTHWEST AIRLINES, INC., Minneapolis, MN 1992 - 2009 A global airline serving destinations worldwide from hubs in Detroit and Minneapolis. International Operations Manager, Line Maintenance, Detroit, MI 2005 - 2009 Key leadership position in a fast paced and dynamic line maintenance operation located in a strategic business environment with up to 280 daily departures. Responsible for all aspects of the International operations while adhering to the strictest standards of regulatory compliance and safety initiatives with focus on team performance, productivity and cost effectiveness. • Provided effective leadership and direction to a combined workforce of both front line and salaried employees

while ensuring a productive and safe working environment. • Provided steadfast and effective leadership as the company navigated through bankruptcy process and merger

with Delta Airlines. • Directly involved with the development and successful implementation of a complete new business model that

dramatically reduced maintenance costs by 35% saving $22M annually in Detroit Line Maintenance.

James Alexander

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PROFESSIONAL EXPERIENCE, Continued… NORTHWEST AIRLINES, INC., Minneapolis, MN, Continued…

• Earned numerous safety recognition awards including Most Improved Safety Performance Award. • Implemented ETOPS program to Detroit line maintenance for the 757-200 aircraft. • Line maintenance representative to the ETOPS steering committee for implementation and changes to the ETOPS

program for the A330 and 757 Fleets. • Consistently achieved budget goals with an annual operating budget over $41M. • Received Team Recognition 787 Award for contribution and efforts of the Northwest Airlines-Boeing 787 start

up program working with Boeing design engineering group. • Recognized for leadership of International line maintenance at Detroit Metro Airport with the Excellence Award

for improvement of all annual performance goals including safety and on time reliability for maintenance. Production Control Manager, Minneapolis, MN 2004 - 2005 Key leadership position in a scheduled maintenance hangar operation for major checks on NWA aircraft. Responsible for planning and scheduling routine and non-routine work for a 24 hour aircraft maintenance hangar servicing Boeing and Airbus fleets. • Planned and controlled the production work flow for heavy aircraft overhaul, scheduled upcoming aircraft

checks. Reviewed completed aircraft checks for reliability, safety, performance, budget and on time completion of scheduled visits.

• Managed a 24 hour operation with a combined workforce of both front line and salaried employees while ensuring a productive and safe working environment.

Technical Manager, Hangar Operations, Minneapolis, MN 1997 - 2004 Key leadership position in a scheduled maintenance hangar operation for major checks on Northwest 747-200 / 400 aircraft including cargo. Managed schedule and off-schedule heavy maintenance and the distribution of routine and non-routine work assignments to complete major checks and modifications of NWA 747-200 / 400 aircraft. Immediate supervisor of the systems and avionics crews in the heavy maintenance hangar. • Completed major modifications of Boeing 747-400 while acting as primary supervisor of the project for

induction, retrofit and completion of all check visits and completion of ten Aircraft visits with major pylon fitting replacements and overhaul.

• Team member to the MSG3 program for the Boeing 747-400, worked with FAA to develop a new maintenance program and improve the Northwest reliability program.

• Team member to the Reliability control board for the Airbus A330 fleet, participated in the review and approval of engineering programs for the A330.

• Team member to the ETOPS committee, worked on the development and introduction of ETOPS for the A330 and B757 fleets at Northwest Airlines. Received approval from FAA for new ETOPS operation at the introduction of the A330 into the NWA fleet.

• Provided employees with knowledge necessary to assure timely and safe completion of assignments and maintained regulatory compliance.

Technician / R & E / Lead, Minneapolis, MN 1992 - 1997 Technical position in a scheduled maintenance hangar operation for major checks on Northwest aircraft including work on 747 ARMAR on the Structures and Rig crews. SERVE-AIR INC., Minneapolis, MN 1992 - 1993 Military contractor for aircraft maintenance and modifications.

Technician Responsible for completing C-130 structural modifications for a chaff and flare system.

James Alexander

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PROFESSIONAL EXPERIENCE, Continued…

AIR WISCONSIN, Appleton, WI 1990 - 1991 Commuter airline for United Express.

Technician Performed line maintenance and Heavy D checks on BAE- 146 aircraft.

COLUMBIA HELICOPTERS INC., Portland, OR 1989 - 1990 Worldwide heavy lift helicopter operator for oil well and logging support.

Technician Performed line maintenance and C and D checks on Boeing Vertol 107 Helicopters.

U.S. MARINE CORPS 1981 - 1989 Aircraft Maintenance Tech

Sergeant E-5, Honorable Discharge

EDUCATION

Certificate, USMC Aircraft Mechanic School, Millington, TN 1982 Graduate, Middle Park High School, Granby, CO 1981

LICENSES / QUALIFICATIONS

LICENSES: FAA Airframe and Power plant License # 522111112 1988 FCC Radio and Telephony License #PG-GB-04042 1994 QUALIFICATIONS: Run and Taxi Qualified: Airbus Aircraft Schools attended A-319, A-320 and A-330 Airbus Airbus A320 Boeing Aircraft Schools attended B-757, B-747-400, B-747-200 A330, plus Examiner Air Wisconsin BAE-146 Aircraft School B747-400, plus Examiner Boeing and Rolls Royce training for 787 with Trent 1000 engines B757-200/300, plus Examiner GE Aviation Training CF6-80C2 Engine Line & Base Maintenance with Bore Scope course Rolls-Royce Training RB211-535 Engine Line & Base Maintenance with Bore Scope course