Maintenance Management

STEVEN MARKHOFF, Esq.

214-***-**** ******.********@*****.***

Wellington, Florida

Aviation Executive uniquely qualified with both extensive C level and General

Counsel operational business experience in complex financing, mergers & acquisitions,

corporate finance, corporate governance, complex litigation and labor negotiations

Accomplished executive and General Counsel with cross-functional P&L experience in both start-

up and established organizations. General Counsel at numerous publicly traded airlines with broad

transactional, contract and supply chain, fleet acquisition and labor negotiation experience in the

major airline, regional carrier and air cargo industries. Strategic, no-nonsense and energetic front-

line leadership style focused on driving organizational change, improving operational performance

and increasing profitability.

Mergers & Acquisitions Team Leadership Litigation management

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Complex Financings Complex negotiations Capital Raising

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SEC expertise Vendor Management Labor law & relations

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Career Highlights

Operational – COO at Kitty Hawk, managed all airline and hub operations. Led re-fleeting

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of Hawaiian Airlines with new delivery fuel-efficient B767 and B717 fleets, negotiated

financing, leases and managed fleet induction. Restructured Hawaiians flight, maintenance,

inflight and ground operations as part of fleet renewal program. Led union negotiations at

Kitty Hawk for 10-year collective bargaining agreement. Negotiated CRJ-200 Regional Jet

acquisitions for Mesa Air Group

Corporate Finance oversaw numerous capital raises from both institutional and private

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equity investors. Negotiated over $2 billion in leveraged lease financing. Managed listing

of company onto the American Stock Exchange. Negotiated $1 billion interest rate hedge

for aircraft debt. Led Kitty Hawk’s listing on AMEX

SEC responsible for all SEC filings while General Counsel including 10K’s, 10Q’s S-4’s,

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Proxy Statements, 8K’s. Managed Sarbanes Oxley implementation. Oversaw Board

governance issues.

Corporate Governance Corporate Secretary to numerous publicly traded companies.

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Working with boards oversaw corporate governance issues including shareholder rights

plans and Sarbanes Oxley implementation.

Mergers & Acquisitions negotiated and led acquisition of one publicly traded airline by

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another publicly traded airline. Identified and led purchase of West Coast trucking company

by a publicly traded cargo airline, raised $15 million in equity financing to support the

acquisition. Negotiated and led acquisition of luxury charter airline.

Labor Negotiations Led union negotiations at Kitty Hawk for 10-year collective bargaining

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agreement with the pilot group.

New Business Development – At eJet Aviation, led start-up global maintenance company in

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partnership with Lufthansa Technik. Developed business plan, raised funding, and built

company to profitability. At Kitty Hawk, initiated strategic partnerships with UPS and

USPS that drove material revenue and profitability gains. Diversified Kitty Hawk’s revenue

by building coast-to-coast trucking network.

EXECUTIVE HIGHLIGHTS

SKY ONE HOLDINGS, LLC Ft. Lauderdale, FL

d/b/a Sky Limo Air Charter

President, General Counsel & Secretary April 2013 – January 2014

Engaged by private investment bank to complete due diligence, financial analysis and acquisition

of merchant banking acquisition of luxury private jet charter operation with 15 aircraft. Elected as

President & General Counsel to stabilize the company and oversee the transition. Stabilized

company from significant cash losses to break even in 5 months.

EJET AVIATION HOLDINGS Wellington, FL

President, CEO, General Counsel & Secretary April 2008 to June 2013

Co-founded and led development of a maintenance services company focused on airliners operated

in VIP configurations. Developed extensive strategic partnership with Lufthansa Group to provide

global maintenance, logistics and technical support. Between 2009 and 2013, built a customer

base in Europe, Asia and the United States by offering airline-style fixed-cost coverage of parts,

engines, and APUs for Boeing, Airbus and Bombardier aircraft.

Developed business plan and raised funding from private investors

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Negotiated extensive global partnership with Lufthansa Group

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Directed sales and support activities worldwide

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Achieved profitability and sustained growth

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KITTY HAWK CARGO Dallas, TX

Chief Operating Officer, General Counsel & Secretary May 2006 to November 2007

Senior Vice President Strategic Planning & General Counsel March 2003 to May 2006

Led and managed all aspects of scheduled nationwide heavyweight freight overnight air network

with hub and sort facility in Ft. Wayne, Indiana. Managed all corporate finance and corporate

governance issues. Oversaw all SEC filings. Managed a full transformation of the business

including fleet renewal, acquisitions, labor negotiations and initial AMEX listing.

In first 60 days as COO, increased average yield by 15% and reduced air and ground

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network expenses by $20 million per year

Negotiated and secured US Postal Service contract to carry 3 million pounds of mail per

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day of holiday mail resulting in a $13.3 million net profit in 3 weeks

Managed initial listing of the company on the AMEX

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Negotiated and led financing of $15 million convertible preferred financing and $25

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million credit facilities to acquire and expand airport-to-airport trucking network

Re-fleeted the airline from legacy 727 freighters with modern Boeing 737 fleet

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Led sales team, oversaw hub operations, managed all legal affairs, and managed complex

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labor negotiations that resulted in industry-leading 10 year contract

Led acquisition of West Coast trucking company

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Boeing 737 Captain qualified

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INTENRATIONAL MANAGEMENT SOLUTIONS Dallas, TX

President April 2002 to March 2003

Financial, operations and management advisor for airlines, aviation related companies and

distressed companies. Led due diligence of aircraft manufacturing company for investment

fairness opinion. Provided contract finance and general counsel duties to small companies.

HAWAIIAN AIRLINES Honolulu, HI

Vice President, Acquisitions November 1999 to April 2002

Tasked with complete fleet renewal of the airline and ETOPS program management. Granted

complete profit and loss responsibility for the purchase, financing and operational induction of 16

Boeing 767-300ER’s and 13 Boeing 717’s.

Negotiated purchase contract and sale/leaseback with Boeing for 25 aircraft.

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Negotiated leveraged lease financing of 25 new Boeing aircraft

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Negotiated all vendor contracts related to the new fleets including maintenance, flight

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operations, training and ground operations

Managed aircraft configuration, including buyer options, cabin interior, avionics options

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and the FAA approved maintenance plan for the new fleets,

Managed all pilot, flight attendant and maintenance training

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Negotiated $70 million in off-balance sheet financing for spare parts

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Management responsibility for operational integration team that successfully placed the

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717 and 767 fleets into service on time and under allocated budget

Re-engineered maintenance operations moving from high cost in-house labor to cost

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efficient cost per flight hour maintenance support for both new fleets, achieving some of

the lowest maintenance costs in the industry

Successfully led ETOPS certification team that became the first US airline to ever be

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granted 180 minute ETOPS upon initial certification.

MESA AIR GROUP Phoenix, AZ

Counsel & Secretary August 1998 to October 1999

Mesa Air Group is a regional airline that was operating as USAir Express, United Express and

America West Express.

Oversaw all legal matters, SEC filings for parent and subsidiaries operating 150 aircraft

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across the US

Directed and managed the acquisition of CCAir, a publicly traded USAirways Express

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carrier based in Charlotte, North Carolina

Negotiated leveraged lease financing for new CRJ-200 aircraft

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Responsible for oversight of all FAA regulatory matters, labor and employment law

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matters, insurance and corporate governance

KIWI INTERNATIONAL AIRLINES Newark, NJ

General Counsel & Secretary February 1997 to August 1998

Kiwi was a startup Low Cost Carrier based at Newark airport operating Boeing 727’s in the New

York-Chicago-Florida triangle. …

Led aircraft leasing negotiations, collective bargaining negotiations, oversaw all legal and

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FAA matters.

Responsible for strategic planning. Created strategic alliance with a large East Coast tour

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operator resulting in a 15% increase in revenue.

Created and implemented internal FAA compliance audits for flight and maintenance

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operations.

VALUJET AIRLINES Atlanta, GA

General Counsel May 1995 to December 1996

ValuJet was a publicly-traded low-cost carrier based in Atlanta that later became AirTran Airways

which was recently acquired by Southwest Airlines

Oversaw all legal and FAA matters including all matters relating to the 1996 fatal crash of

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flight 592

Managed complex litigation resulting from the crash including shareholder lawsuits,

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wrongful lawsuits and insurance litigation

Directed DOT Fitness recertification of the airline and managed NTSB investigations

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Directed internal FAA compliance audits for maintenance and flight operations

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Managed all collective bargaining, labor and employee issues.

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Directed government affairs

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Education

Brooklyn Law School, Juris Doctorate 1994

Concentrations in corporate law and finance

Admitted to practice in New Jersey

American College in Paris and State University of New York – Albany 1989

B.A. in Political Science

Airline Transport Rating, Type Rated Boeing 737 and FAA 121 Line Qualified

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