Case 2:17-bk-21386-SK Doc 1509 Filed 06/04/21 Entered 06 ...

Case 2:17-bk-21386-SK Doc 1509 Filed 06/04/21 Entered 06/04/21 12:21:53 DescMain Document of 2

06/04/2021

Case 2:17-bk-21386-SK Doc 1509 Filed 06/04/21 Entered 06/04/21 12:21:53 DescMain Document of 2

This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2016 Page 1 F 9013-1.2.OPPORTUNITY.HEARING.NOTICE

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Debtor(s) appearing without an attorney

Attorney for:

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - DIVISION

In re: CASE NO.:

CHAPTER:

NOTICE OF OPPORTUNITY TO REQUEST A HEARING ON MOTION

[LBR 9013-1(o)]

[No hearing unless requested in writing]Debtor(s).

TO THE U.S. TRUSTEE AND ALL PARTIES ENTITLED TO NOTICE, PLEASE TAKE NOTICE THAT:

1. Movant(s) ____________________________________________________________________________________,

filed a motion or application (Motion) entitled _________________________________________________________

_____________________________________________________________________________________________.

2. Movant(s) is requesting that the court grant the Motion without a hearing as provided for in LBR 9013-1(o), unless a party in interest timely files and serves a written opposition to the Motion and requests a hearing.

3. The Motion is based upon the legal and factual grounds set forth in the Motion. (Check appropriate box below):

The full Motion is attached to this notice; or

The full Motion was filed with the court as docket entry # _____, and a detailed description of the relief sought is attached to this notice.

4. DEADLINE FOR FILING AND SERVING OPPOSITION PAPERS AND REQUEST FOR A HEARING: Pursuant to LBR 9013-1(o), any party who opposes the Motion may request a hearing on the Motion. The deadline to file and servea written opposition and request for a hearing is 14 days after the date of service of this notice, plus 3 additional days if you were served by mail or pursuant to F.R.Civ.P. 5(b)(2)(D) or (F).

DAVID B. FARKAS (SBN 257137)

[email protected]

DLA PIPER LLP (US)

2000 Avenue of the Stars

Suite 400 North Tower

Los Angeles, California 90067-4704

Tel: (310) 595-3000

Fax: (310) 595-3300

JOHN K. LYONS (Pro Hac Vice)

[email protected]

JEFFREY S. TOROSIAN (Pro Hac Vice)

[email protected]

JOSEPH A. ROSELIUS

[email protected]

DLA PIPER LLP (US)

444 West Lake Street, Suite 900

Chicago, Illinois 60606-0089Tel: (312) 368-4000

Fax: (312) 236-7516

LOS ANGELES DIVISION

ZETTA JET USA, INC., a California corporation,

Debtor.

In re:

ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor.

2:17-bk-21386-SK

Jonathan D. King, Chapter 7 Trustee

Chapter 7 Trustee’s Notice of Motion and Motion for Order Pursuant to Rule 9019 of Bankruptcy Procedure

Approving Settlement Agreement by and Between Chapter 7 Trustee and Settling Defendants; Memorandum of Points and Authorities

Jonathan D. King, Chapter 7 Trustee

11

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Case 2:17-bk-21386-SK Doc 1509-1 Filed 06/04/21 Entered 06/04/21 12:21:53 Desc Notice of Motion and Motion Page 1 of 62

This form is optional. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2016 Page 2 F 9013-1.2.OPPORTUNITY.HEARING.NOTICE

a. If you timely file and serve a written opposition and request for a hearing, movant will file and serve a notice of hearing at least 14 days in advance of the hearing. [LBR 9013-1(o)(4)]

b. If you fail to comply with this deadline:

(1) Movant will file a declaration to indicate: (1) the Motion was properly served, (2) the response period elapsed, and (3) no party filed and served a written opposition and request for a hearing within 14 days after the date of service of the notice [LBR 9013-1(o)(3)];

(2) Movant will lodge an order that the court may use to grant the Motion; and

(3) The court may treat your failure as a waiver of your right to oppose the Motion and may grant the Motion without further hearing and notice. [LBR 9013-1(h)]

Respectfully submitted,

.Signature of Movant or attorney for Movant

.Printed name of Movant or attorney for Movant

Date: May 11, 2021 /s/ John K. Lyons

John K. Lyons



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DAVID B. FARKAS (SBN 257137) [email protected] DLA PIPER LLP (US) 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, California 90067-4704 Tel: (310) 595-3000 Fax: (310) 595-3300

JOHN K. LYONS (Pro Hac Vice) [email protected] JEFFREY S. TOROSIAN (Pro Hac Vice) [email protected] JOSEPH A. ROSELIUS (Pro Hac Vice) [email protected] DLA PIPER LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 Tel: (312) 368-4000 Fax: (312) 236-7516

Attorneys for Jonathan D. King as Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA


In re:


Debtor.

Lead Case No.: 2:17-bk-21386-SK

Chapter 7

Jointly Administered With: Case No.: 2:17-bk-21387-SK

CHAPTER 7 TRUSTEE’S NOTICE OF MOTION AND MOTION FOR ORDER PURSUANT TO RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE APPROVING SETTLEMENT AGREEMENT BY AND BETWEEN CHAPTER 7 TRUSTEE AND SETTLING DEFENDANTS; MEMORANDUM OF POINTS AND AUTHORITIES.

[Relates to Adversary Case No. 19-01383]

[No hearing to be set unless requested pursuant to LBR 9013-1].

In re:


Debtor.



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TO THE HONORABLE SANDRA R. KLEIN, UNITED STATES BANKRUPTCY JUDGE, AND ALL INTERESTED PARTIES TO THESE CASES.

PLEASE TAKE NOTICE that Jonathan D. King, solely in his capacity as the

chapter 7 trustee (the “Trustee”) appointed in the above-captioned, jointly administered

bankruptcy cases of Zetta Jet USA, Inc. (“Zetta USA”) and Zetta Jet PTE, Ltd. (“Zetta PTE”

and together with Zetta USA, the “Debtors”), hereby moves (the “Motion”) the United

States Bankruptcy Court for the Central District of California (the “Court”), pursuant to

Sections 105(a) of title 11 of the United States Code, Rules 2002 and 9019 of the Federal

Rules of Bankruptcy Procedure, and Rules 9013-1 and 9019-1 of the Local Bankruptcy

Rules of the United States Bankruptcy Court for the Central District of California (the

“Local Rules) for entry of an order approving that certain Settlement Agreement dated as

of May 7, 2021 (the “Settlement Agreement”) attached to the Motion as Exhibit B, which

resolves all issues, claims, and other matters between the Trustee on behalf of the Debtors

and their estates and Yuntian 3 Leasing Company Designated Activity Company f/k/a

Yuntian 3 Leasing Company Limited (“Yuntian 3”), Yuntian 4 Leasing Company

Designated Activity Company f/k/a Yuntian 4 Leasing Company Limited (“Yuntian 4”),

Minsheng Financial Leasing Co., Ltd. (“Minsheng Financial”), Minsheng Business

Aviation Limited (“Minsheng Business” and together with Minsheng Financial,

“Minsheng”), and Export Development Canada Limited (“EDC” and together with

Minsheng, Yuntian 3, and Yuntian 4, the “Settling Defendants”).

The Motion is based on this Notice and Motion, the accompanying Memorandum

of Points and Authorities, the Settlement Agreement, the annexed Declaration of Jonathan

D. King in support of the Motion, and the adversary proceeding King v. Yuntian 3 Leasing

Company Designated Activity Company et al., Case No. 2:19-ap-10383 (the “Adversary

Proceeding”), all matters of which this Court may take judicial notice pursuant to Rule 201

of the Federal Rules of Evidence, and such other arguments or evidence as may be presented

at any hearing on the Motion.



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The Settlement Agreement is a complete and fair compromise negotiated at arm’s

length and in good faith that settles all disputes among the Trustee, the Debtors, and the

Settling Defendants in the above-captioned bankruptcy cases and the Adversary

Proceeding. The Settlement Agreement is contingent on entry of an order approving the

Settlement and will resolve all disputes among the parties under terms that will maximize

the value of the Debtors’ estates.

PLEASE TAKE FURTHER NOTICE that Local Bankruptcy Rule 9013-1 of the

United States Bankruptcy Court for the Central District of California prescribes the

procedures for the Motion. Any opposition to the relief requested in the Motion must (1) be

made in writing, (2) conform to the Bankruptcy Rules and the Local Bankruptcy Rules of

this Court, (3) set forth the basis for the objection and the specific grounds therefor, and (4)

be filed with the Clerk of the Court at 255 East Temple Street, Room 940, Los Angeles, CA

90012, (i) counsel for the Trustee, David Farkas, DLA Piper LLP (US), 2000 Avenue of the

Stars, Suite 400 North Tower, Los Angeles, California 90067-4704 and John K. Lyons,

DLA Piper LLP (US), 444 West Lake Street, Suite 900, Chicago, Illinois 60606-0089; (ii)

the U.S. Trustee, to Attention: Dare Law, Esq., 915 Wilshire Boulevard, Suite 1850, Los

Angeles, California 90017; and (iii) all other parties entitled to notice at such address

designated by such party, via overnight and electronic mail so as to be received on or before

the Responsive Deadline, so as to be received not later than 14 days after the date of service

of this Notice.

PLEASE TAKE FURTHER NOTICE that in the event of a timely filed objection

and request for a hearing, the Trustee will give at least fourteen (14) days written notice of

the hearing to the objecting or requesting party and to the counsel identified above.

PLEASE TAKE FURTHER NOTICE that if no timely objection or request for a

hearing is received by the above notice parties and the Court, the Court may enter an order

granting the relief sought herein by default.

PLEASE TAKE FURTHER NOTICE that in the event that an objection or

request for hearing is filed, the Trustee reserves the right to supplement the Motion with



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additional legal or factual contentions in support of the Settlement Agreement as may be

warranted under the circumstances.

WHEREAS, for the reasons set forth herein, the Trustee respectfully requests that

the Court enter an order:

1. granting the Motion in its entirety;

2. approving the Settlement Agreement;

3. finding that the Settlement Agreement was made in good faith; and

4. authorizing the Trustee and the Settling Defendants to take all necessary

actions to effectuate the Settlement Agreement.

DATED: May 11, 2021 DLA PIPER LLP (US)

By: /s/ John K. Lyons

JOHN K. LYONS (Pro Hac Vice)

Attorneys for the Chapter 7 Trustee



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MEMORANDUM OF POINTS AND AUTHORITIES

I. Introduction

1. Jonathan D. King, solely in his capacity as the Chapter 7 trustee (the

“Trustee”) appointed in the above-captioned, jointly administered bankruptcy cases (the

“Chapter 7 Cases”) of Zetta Jet USA, Inc. (“Zetta USA”) and Zetta Jet PTE, Ltd. (“Zetta

PTE” and together with Zetta USA, the “Debtors”), by and through his undersigned counsel,

DLA Piper LLP (US), respectfully submits this motion (the “Motion”) pursuant to Sections

105(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002 and 9019

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 9013-1

and 9019-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the

Central District of California (the “Local Rules”) for entry of an order, substantially in the

form of the proposed order attached hereto as Exhibit A, approving that certain Settlement

Agreement dated as of May 7, 2021 (the “Settlement Agreement”), executed by and

between the Trustee and Yuntian 3 Leasing Company Designated Activity Company f/k/a

Yuntian 3 Leasing Company Limited (“Yuntian 3”), Yuntian 4 Leasing Company

Designated Activity Company f/k/a Yuntian 4 Leasing Company Limited (“Yuntian 4”),

Minsheng Financial Leasing Co., Ltd. (“Minsheng Financial”), Minsheng Business

Aviation Limited (“Minsheng Business” and together with Minsheng Financial,

“Minsheng” and, Minsheng, together with Yuntian 3 and Yuntian 4, the “Minsheng

Defendants”), and Export Development Canada Limited (“EDC” and together with

Minsheng, Yuntian 3, and Yuntian 4, the “Settling Defendants”). Pursuant to the Settlement

Agreement, the Trustee will recover from the Settling Defendants, for the benefit of the

Debtors' estates, $4,500,000.00 in full settlement and compromise of the claims asserted by

the Trustee against the Settling Defendants in the related adversary proceeding, Case No.

2:19-AP-01383-SK (the "Adversary Case") and a withdrawal of proofs of claim totaling in

excess of $230 million, some of which are asserted to be entitled to administrative priority

status. A true and correct copy of the Settlement Agreement is attached hereto as Exhibit B

and incorporated herein by reference. In further support of this Motion, the Trustee



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respectfully states as follows:

II. Jurisdiction and Venue

2. This Court has jurisdiction over these Chapter 7 Cases, the Debtors’ estates,

and this matter pursuant to 28 U.S.C. § 1334. This matter is a core proceeding within the

meaning of 28 U.S.C. § 157.

3. Venue of these Chapter 7 Cases and proceedings in this district is proper

pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory bases for the relief requested herein are Sections 105(a) of the

Bankruptcy Code, Bankruptcy Rules 2002 and 9019, and Local Rules 9013-1 and 9019-1,

and Cal. Code Civ. P. Section 877.6.

III. Status of Case

5. On September 15, 2017, the Debtors commenced bankruptcy proceedings

by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the

“Chapter 11 Cases”).

6. On September 29, 2017, the Court entered the Order Granting Debtors’

Emergency Motion to Approve Stipulation for Appointment of Chapter 11 Trustee Pursuant

to § 1104 [Docket No. 120]. On October 5, 2017, the Office of the United States Trustee

(the “U.S. Trustee”) filed a Notice of Appointment of Chapter 11 Trustee, indicating that

the U.S. Trustee had appointed Mr. King as the chapter 11 trustee (the “Chapter 11 Trustee”)

in the Chapter 11 Cases [Docket No. 155].

7. On November 30, 2017 (the “Shutdown Date”), based upon a lack of funds

to operate the Debtors’ business, the Chapter 11 Trustee shut down operations, terminated

all employees, and, on December 4, 2017, this Court entered the orders granting the Chapter

11 Trustee’s motions to convert the Debtors’ Chapter 11 Cases to cases under Chapter 7 of

the Bankruptcy Code (the “Conversion Date”) [Docket No. 452 for Zetta USA and Docket

No. 52 for Zetta PTE].

8. On December 5, 2017, the Notice of Appointment of Trustee and Fixing of

Bond was filed, pursuant to which the U.S. Trustee appointed Mr. King to serve as the



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Trustee in these Chapter 7 Cases [Docket No. 458 for Zetta USA and Docket No. 53 for

Zetta PTE], which appointment became final on January 8, 2018.

IV. Statement of Relevant Facts

9. Background. Prior to the Shutdown Date, the Debtors operated a private

flight charter business, servicing routes domestically and internationally, with ultra-long

range intercontinental flight capabilities, for business and luxury travel. While operating

the Debtors’ business in the Chapter 11 Cases and investigating potential methods of

recovery of assets of the Debtors, the Trustee uncovered extensive fraud committed by

Cassidy, including the fraudulent aircraft purchasing program. [King Decl. ¶ 4].

10. Since the Conversion Date, the Trustee has been focused on winding down

the Debtors’ estates and pursuing all methods of recovery to bring value into the Debtors’

estates for the benefit of their creditors. [King Decl. ¶ 5].

11. Accordingly, the Trustee filed numerous requests for production pursuant to

Bankruptcy Rule 2004 to assist in the discovery of assets of the Debtors, including potential

causes of action. Over the course of approximately two years, the Trustee received nearly

two million documents. [King Decl. ¶ 6].

12. During his analysis of potential claims on behalf of the Debtors’ estates, the

Trustee identified claims to be filed against the Settling Defendants for, among other things,

the avoidance and recovery of transfers and obligations pursuant to Sections 547, 548, and

550 of the Bankruptcy Code and under Singapore law. [King Decl. ¶ 7].

13. Commencement of the Adversary Case. Accordingly, on September 13,

2019, the Trustee commenced the Adversary Case to recover such claims on behalf of the

estates. [King Decl. ¶ 8].

14. As more specifically alleged in the complaint filed on September 13, 2019,

commencing the Adversary Case (the “Original Complaint”), Geoffrey Cassidy, Debtor

Zetta Jet Pte, Ltd’s chief executive officer, engaged in a fraudulent scheme to purchase

overpriced Bombardier aircraft throughout 2015 and 2017 to misappropriate funds and

support a lavish lifestyle which ultimately led to the financial ruin of the Debtors and



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consequent severe harm to their creditors. [King Decl. ¶ 9].

15. As part of Cassidy’s fraudulent scheme, in September 2016, Cassidy

refinanced (the “Minsheng Refinancing”) two Bombardier aircraft (“Plane 6” and “Plane

7”) previously purchased from and/or financed by Universal Leader and Glove Assets and,

in October 2016, financed (the “Plane 12 Financing”) the purchase of another aircraft

(“Plane 12”) with the Settling Defendants. [King Decl. ¶ 10].

16. Counts II, III, VI, IX, X, and XII of the Original Complaint sought, among

other things, to avoid and recover preferential and fraudulent transfers from the Settling

Defendants made in connection with the Minsheng Financing and the Plane 12 Financing.

Counts VII of the Original Complaint sought turnover under Section 542 of the Bankruptcy

Code of deposits that the Debtors made to the Minsheng Defendants for three undelivered

Challenger aircraft. Count XI of the Original Complaint sought turnover under Section 542

of the Bankruptcy Code for surplus that Yuntian 4 may have received in connection with

the post-foreclosure disposition of Plane 12. Count XV of the Complaint sought

disallowance of the Settling Defendants’ proofs of claim under 502(d) of the Bankruptcy

Code. A schedule of the transfers sought to be avoided and recovered by the Trustee is

attached here as Schedule A. [King Decl. ¶ 11].

17. The Trustee also filed claims against other defendants in the Adversary Case

who are not parties to the Settlement Agreement: Li Qi, a shareholder and former director

of Debtor Zetta Jet Pte., Ltd. and his affiliates Universal Leader Investment Limited, Glove

Assets Investment Limited, and Truly Great Global Limited (collectively, the “Li Qi

Defendants”). The Trustee’s claims against the Li Qi Defendants are not being released

under the Settlement Agreement and will continue to be prosecuted by the Trustee in the

Adversary Case. [King Decl. ¶ 12].

18. On December 9, 2019, the Minsheng Defendants filed motions to dismiss

the Original Complaint (the “Minsheng Defendants’ Motion to Dismiss”). [See Adversary

Case Docket Nos. 32, and 44]. On March 17, 2020, EDC filed a motion to dismiss the

Original Complaint. [See Adversary Case Docket No. 88]. Following extensive briefing



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by the parties, the Court granted, in part, the Minsheng Defendants’ motions and granted

EDC’s motion, with leave to amend. [Adversary Case Docket No. 175]. The Court

dismissed all of the counts, except the turnover count (Count VII) with respect to deposits

made on undelivered Challenger aircraft and the related claim under Section 502(d) of the

Bankruptcy Code (Count XV), of the Original Complaint primarily on the basis that the

transfers at issue were extraterritorial and avoidance and recovery of such transfers under

Sections 547, 548, and 550 of the Bankruptcy Code was precluded under the presumption

against extraterritorial application of those statutes. [Adversary Case Docket No. 175 at

53]; [King Decl. ¶ 13].

19. On March 29, 2021, the Trustee filed an amended complaint (the “Amended

Complaint”). [See Adversary Case Docket No. 232]. The Amended Complaint also

asserted claims against the Li Qi Defendants which are unaffected by the Settlement

Agreement. [King Decl. ¶ 14].

20. In Counts II-V of the Amended Complaint, the Trustee seeks to avoid

fraudulent obligations granted in favor of, and fraudulent transfers made on account of such

obligations to the Minsheng Defendants and the Li Qi Defendants and recover and/or

turnover the transfers in Schedule A. In Counts VIII and IX of the Amended Complaint,

the Trustee also seeks to recharacterize the Finance Leases under the Minsheng

Refinancing. The Trustee also believes that he has claims under Singapore law to avoid

and recover undervalued transactions and unfair preferences totaling over $17 million that

he could have asserted against the Settling Defendants in the High Court of Singapore. A

list of transfers the Trustee asserts are potentially recoverable under Singapore law are set

forth in the attached Schedule B, some of which overlap with the transfers set forth in

Schedule A. [King Decl. ¶ 15].

21. Settling Defendants’ Proofs of Claim. The Settlement Agreement will result

in the withdrawal of over $14 million in administrative claims, $214 million in unsecured

claims, and $8 million in secured claims against both of the Debtors’ estates, on a

consolidated basis. For Debtor Zetta Jet PTE, the Settling Defendants will withdraw



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$9,582,102.25 in administrative claims (as set forth in Claim Nos. 110-1, 111-1, 122-1, 124-

1, 148-2, 149-2), $107,363,059.25 in general unsecured claims (as set forth in Claim Nos.

148-2 and 149-2), and $4,220,000.00 in secured claims (as set forth in Claim Nos. 148-2

and 149-2). For Debtor Zetta Jet USA, the Settling Defendants will withdraw

$5,169,336.68 in administrative claims (as set forth in Claim Nos. 123-1, 125, 150-2, and

151-2), $107,363,059.25 in general unsecured claims (as set forth in Claim Nos. 150-2 and

151-2), and $4,220,000.00 in secured claims (as set forth in Claim Nos. 150-2 and 151-2).

On a de-consolidated basis, (i) Settling Defendant Yuntian 3 will withdraw $3,656449.89

in administrative claims, $79,541,930.07 in unsecured claims, and $3,350,000.00 in secured

claims against Debtor Zetta Jet PTE; and $4,024,596.00 in administrative claims,

$79,541,930.07 in unsecured claims, and $3,350,000.00 in secured claims against Debtor

Zetta Jet USA; and (ii) Settling Defendant Yuntian 4 will withdraw $1,512,886.79 in

administrative claims, $27,821,129.18 in unsecured claims, and $870,000.00 in secured

claims against Debtor Zetta Jet PTE; and $1,144,740.56 in administrative claims,

$27,821,129.18 in unsecured claims, and $870,000 in secured claims against Debtor Zetta

Jet USA. [King Decl. ¶ 16].

22. Schedules of the Settling Defendants’ proofs of claim are as follows:

Zetta Jet PTE Settling Defendants’ Proofs of Claims

Claim No Claimant Claim Amount Claim Type

110-1 Yuntian 3 $3,462,237.45 Administrative

111-1 Yuntian 4 $950,528.12 Administrative

122-1 Yuntian 4 $950,528.12 Administrative


148-2 Yuntian 3 $79,541,930.07 Unsecured

$3,350,000.00 Secured

$194,212.44 Administrative


$870,000.00 Secured




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23. Good Faith Settlement Negotiations. After filing of the Adversary Case, and

pursuant to the Court’s mediation orders, the Minsheng Defendants and the Trustee met in

a good faith effort to reach an amicable resolution of outstanding claims without the need

for uncertain and expensive litigation. In January 2021, the Trustee and the Minsheng

Defendants engaged in extensive mediation efforts conducted by Kevin J. Gross, including

three settlement meetings and numerous follow up telephone communications. In late

March, the Trustee and the Minsheng Defendants reached an agreement over the key terms

of a settlement in principle. [King Decl. ¶ 17].

24. On May 4, 2021, the parties executed the Settlement Agreement, the

effectiveness of which is subject to approval of the Court. [King Decl. ¶ 18].

25. The Settlement Agreement.1 A summary of the key terms of the Settlement

Agreement is as follows:

(a) Yuntian 3, Yuntian 4, Minsheng Financial, and Minsheng Business (collectively, the “Minsheng Defendants”) will pay $2,250,000.00 to the Trustee, on behalf of the Debtors’ estates, within fifteen business days of the entry of an order approving the Settlement Agreement as final and non-appealable (the “Effective Date”);

(b) After the occurrence of the Effective Date, the Minsheng Defendants will pay another $2,250,000.00 to the Trustee, on behalf of the Debtors’ estates, on January 26, 2022;

1 This summary is qualified in its entirety by reference to the applicable provisions of the Settlement Agreement. To the extent there exists any inconsistency between this summary and the provisions of the Settlement Agreement, the provisions of the Settlement Agreement shall control.

Zetta Jet USASettling Defendants’ Proofs of Claim

Claim No Claimant Claim Amount Claim Type


125 Yuntian 4 $950,528.12 Administrative


$3,350,000.00 Secured



$870,000.00 Secured




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(c) Yuntian 3 and Yuntian 4 will withdraw their proofs of claims with prejudice;

(d) The Trustee and the Minsheng Defendants will mutually release each other from any and all claims;

(e) Subject to and in accordance with applicable laws, regulations and regulatory requirements, and confidentiality obligations in the People’s Republic of China (“PRC”) or in relevant contractual documents, the Minsheng Defendants shall use commercially reasonable efforts to cooperate with the Trustee in good faith through January 26, 2022, in relation to the Trustee’s other litigations or investigations in the Chapter 7 Cases as more fully set forth in the Settlement Agreement; and

(f) EDC and the Trustee will mutually release each other from only and solely those claims that relate to the Plane 12 Financing and transfer to EDC with respect to such financing with all other claims and defenses being fully preserved. [King Decl. ¶ 19].

26. The Settlement Agreement contains other provisions with respect to releases

between the Minsheng Defendants and EDC. [King Decl. ¶ 20].

V. LEGAL ANALYSIS

A. Relief Requested

27. By this Motion, the Trustee seeks entry of an order, substantially in the form

attached hereto as Exhibit A, pursuant to Sections 105(a) of the Bankruptcy Code, Rules

2002 and 9019 of the Bankruptcy Rules, and Rules 9013-1 and 9019-1 of the Local Rules,

authorizing and approving the Trustee's entry into the Settlement Agreement. For the

reasons outlined below, the Trustee believes that approval of the Settlement Agreement is

in the best interests of the Debtors, their estates, creditors, and other parties in interest.

B. Basis for Relief

28. Bankruptcy Rule 9019 provides, in pertinent part:

(a) On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement. Notice shall be given to creditors, the United States Trustee, the debtor, and indenture trustees as provided in Rule 2002 and to any other entity as the court may direct.

Fed. R. Bankr. P. 9019(a); see also 11 U.S.C. § 105(a) (“[t]he court may issue any order,

process, or judgment that is necessary or appropriate to carry out the provisions of this

title.”)



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29. Under Ninth Circuit law “[t]he bankruptcy court has great latitude in

approving compromise agreements.” In re Woodson, 839 F.2d 610, 620 (9th Cir. 1988).

“The purpose of a compromise agreement is to allow the [chapter 7 trustee] and the creditors

to avoid the expenses and burdens associated with litigating sharply contested and dubious

claims.” In re A&C Props., Inc., 784 F.2d 1377, 1380-81 (9th Cir. 1986). For that reason,

the court need not conduct an extensive investigation of the claims sought to be

compensated when determining whether to approve a settlement. In re Walsh Const., Inc.,

669 F.2d 1325, 1328 (9th Cir. 1982). Instead, it is sufficient that the court determine the

settlement to be negotiated in good faith, reasonable, fair, and equitable. See A&C Props.,

784 F.2d at 1381. In doing so, courts consider the following factors (collectively, the

“Settlement Factors”) in determining whether to approve a settlement:

(a) the probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of the litigation involved, and the expenses, inconvenience and delay necessarily attending it; [and] (d) the paramount interest of the creditors and a proper deference to their reasonable views in the premise[s].”

Nev. Bus. Credit, LLC v. Kavanagh (In re Golden Empire Air Rescue, Inc.), 2007 Bankr.

LEXIS 4880, at *11 (B.A.P. 9th Cir. Oct. 25, 2007).

C. The Probability of Success in Litigation

30. The Trustee firmly believes his claims against the Settling Defendants are

meritorious and, if prosecuted to judgment, would ultimately result in a significant recovery

to creditors. However, success in any litigation is never guaranteed. Moreover, the Court

has already dismissed all but two of the counts contained in the Original Complaint.

Although the Trustee believes the Amended Complaint has cured the deficiencies noted in

the Court’s order of dismissal, there is no assurance that the Court, or an appellate court

should the Trustee decide to appeal a subsequent adverse ruling by this Court, will agree

with the Trustee’s view. [King Decl. ¶ 21].

31. Like all litigation, the claims against the Settling Defendants are subject to

significant litigation risk absent this Settlement Agreement. It is likely that in response to



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the Amended Complaint that the Minsheng Defendants will raise similar extraterritoriality

arguments that were included in the Minsheng Defendants’ Motion to Dismiss. Given these

facts, the Trustee risks a lower recovery (or even no recovery) from the Settling Defendants

to the detriment of the Debtors’ creditors. When taking into account other factors, such as

the expense and delay of litigation, the Trustee believes the Settlement Agreement is in the

best interests of the Debtors’ estate and creditors because it resolves the disputes with the

Settling Defendants without the necessity of continuing expensive litigation. [King Decl. ¶

22].

D. The Difficulties, If Any, to Be Encountered in the Matter of Collection

32. The Trustee is cognizant of the potential risks in collecting on any future

judgment, as the Minsheng entities are located in the PRC, Yuntian 3 and Yuntian 4 and

special purpose entities located in the Republic of Ireland, and EDC is located in Canada.

As a result, any collection efforts could result in significant expense to the Debtors’ estates

and delay of the proceedings. [King Decl. ¶ 23].

E. The Complexity of the Litigation and the Expense, Inconvenient, and Delay Necessarily Attending It.

33. Each of the (i) complexity, (ii) expense, (iii) inconvenience, and (iv) delay

of the litigation against the Settling Defendants weigh heavily in favor of approving the

Settlement Agreement. The transactions entered into between the Settling Defendants and

the Debtors involve highly complex aircraft financing structures involving hundreds of

pages of documents per transaction, the formation of multiple international subsidiaries and

trusts, and complicated flows of funds. The Trustee has spent a significant amount of time

and resources investigating these transactions to determine liabilities and potential assets of

the Debtors' estates. Litigating the Adversary Case will be equally difficult and complex,

with concomitant expenses. [King Decl. ¶ 24]. Further, there is a unique consideration

related to the possible delay of litigation that supports approving the Settlement Agreement.

As the Court is aware, absent the Settlement Agreement, the Trustee would pursue

preference claims arising under Singapore law against the Settling Defendants in Singapore



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and other US avoidance claims in the United States. The Minsheng Defendants (and others)

have already previewed arguments in response – namely, that pursuing such claims amounts

to so-called “claim splitting” – and indicated they would seek injunctive relief to prevent

the Trustee from pursuing claims in Singapore and/or the United States. Although the

Trustee does not believe these arguments will ultimately prevail, seeking such relief in both

jurisdictions could materially delay resolution of the underlying claims and increase costs

to the Debtors’ estates. [King Decl. ¶ 24].

34. As the Court recognized when it ordered the parties to mediate the Adversary

Case, a prompt resolution is in the best interest of creditors, especially given the other

significant adversary cases that are still pending and the possible delay associated with

pursuing certain claims in Singapore. By entering into the Settlement Agreement, the

Trustee will avoid certain of the expensive litigation costs while concentrating his efforts

on the remaining significant litigation. [King Decl. ¶ 25].

F. The Paramount Interest of the Creditors

35. The paramount interest of creditors is a reflection of both the desire of

creditors to obtain the maximum possible recovery and their desire that the recovery occur

in the least amount of time as possible. See In re Marples, 266 B.R. 202, 207 (Bankr. D.

Idaho 2001). The Trustee believes that the Settlement Agreement satisfies both elements.

The payment of $4,500,000.00 to the estates and withdrawal of substantial claims against

the estates in the amount of $236,598,627.65 will enhance the return to creditors on future

distributions. In addition, there is substantial uncertainty concerning the time needed to

litigate and then collect on a judgment (assuming such litigation (possibly in the United

States and Singapore), including related and possible interlocutory appeals, are ultimately

successful), which further weighs in favor of the Settlement Agreement being approved.

Accordingly, the Trustee believes that all four factors are satisfied here. [King Decl. ¶ 26].



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VI. CONCLUSION

WHEREFORE, the Trustee believes that the Settlement Agreement is fair,

reasonable, and satisfies each of the Settlement Factors. Accordingly, the Trustee believes

the Settlement Agreement is in the best interest of the Debtors’ bankruptcy estates. For the

foregoing reasons, the Trustee respectfully requests that the Court enter an order,

substantially in the form attached hereto as Exhibit A:

1. granting the Motion in its entirety;

2. approving the Settlement Agreement;

3. finding that the Settlement Agreement was made in good faith; and

4. authorizing the Trustee and Settling Defendants to take all necessary actions

to effectuate the Settlement Agreement.

DATED: May 11, 2021 Respectfully submitted,

DLA PIPER LLP (US)

By: /s/ John K. Lyons

DAVID B. FARKAS (SBN 257137) JOHN K. LYONS (Pro Hac Vice) JEFFREY S. TOROSIAN (Pro Hac Vice) JOSEPH A. ROSELIUS (Pro Hac Vice)

Attorneys for the Trustee



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DECLARATION OF JONATHAN D. KING

1. I am over 18 years of age. I am the duly appointed chapter 7 trustee (the

“Trustee”) of Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd. (together the “Debtors”) in the

above-captioned jointly administered bankruptcy cases (these “Chapter 7 Cases”).

2. I have personal knowledge of the facts set forth in this declaration (the

“Declaration”), and, if called as a witness, could and would testify competently with respect

thereto. Some of this personal knowledge was acquired through my review of reports and

summaries prepared by my legal and financial professionals at my direction after reviewing

the Debtors’ books and records and other information, including interviews of the Debtors’

former management and employees, obtained in the course of representing me.

3. I submit this Declaration in support of the Chapter 7 Trustee’s Notice of

Motion and Motion for Order Pursuant to Rule 9019 of the Federal Rules of Bankruptcy

Procedure Approving Settlement Agreement By and Between Chapter 7 Trustee and Settling

Defendants (the “Motion”).3

I. Case Background

4. Prior to the Shutdown Date, the Debtors operated a private flight charter

business, servicing routes domestically and internationally, with ultra-long-range

intercontinental flight capabilities, for business and luxury travel. While operating the

Debtors’ business in the Chapter 11 Cases and investigating potential methods of recovery

of assets of the Debtors, I uncovered extensive fraud committed by Cassidy, including the

fraudulent aircraft purchasing program.

5. Since the Conversion Date, I have been focused on winding down the

Debtors’ estates and pursuing all methods of recovery to bring value into the Debtors’

estates for the benefit of their creditors.

6. Accordingly, I have filed numerous requests for production pursuant to

Bankruptcy Rule 2004 to assist in the discovery of assets of the Debtors, including potential

causes of action, including, but not limited to, such causes of action against others who

3 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.



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assisted Cassidy in fraud and other misconduct. Over the course of approximately two years,

I have received nearly two million documents.

7. During my analysis of potential claims on behalf of the Debtors’ estates, I

have identified claims to be filed against the Settling Defendants for, among other things,

the avoidance and recovery of transfers and obligations pursuant to Sections 547, 548, and

550 of the Bankruptcy Code and under Singapore law.

8. Accordingly, on September 13, 2019, I commenced the Adversary Case to

recover such claims on behalf of the estates.

9. As more specifically alleged in the complaint filed on September 13, 2019,

commencing the Adversary Case (the “Original Complaint”), Geoffrey Cassidy, Debtor

Zetta Jet Pte, Ltd’s chief executive officer, engaged in a fraudulent scheme to purchase

overpriced Bombardier aircraft throughout 2015 and 2017 to misappropriate funds and

support a lavish lifestyle which ultimately led to the financial ruin of the Debtors and

consequent severe harm to their creditors.

10. As part of Cassidy’s fraudulent scheme, in September 2016, Cassidy

refinanced (the “Minsheng Refinancing”) two Bombardier aircraft (“Plane 6” and “Plane

7”) previously purchased from and/or financed by Universal Leader and Glove Assets and,

in October 2016, financed (the “Plane 12 Financing”) the purchase of another aircraft

(“Plane 12”) with the Settling Defendants.

11. Counts II, III, VI, IX, X, and XII of the Original Complaint sought, among

other things, to avoid and recover preferential and fraudulent transfers from the Settling

Defendants made in connection with the Minsheng Financing and the Plane 12 Financing.

Counts VII of the Original Complaint sought turnover under Section 542 of the Bankruptcy

Code of deposits that the Debtors made to the Minsheng Defendants for three undelivered

Challenger aircraft. Count XI of the Original Complaint sought turnover under Section 542

of the Bankruptcy Code for surplus that Yuntian 4 may have received in connection with

the post-foreclosure disposition of Plane 12. Count XV of the Complaint sought

disallowance of the Settling Defendants’ proofs of claim under 502(d) of the Bankruptcy



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Code.

12. I also filed claims against other defendants in the Adversary Case who are

not parties to the Settlement Agreement: Li Qi, a shareholder and former director of Debtor

Zetta Jet Pte., Ltd. and his affiliates Universal Leader Investment Limited, Glove Assets

Investment Limited, and Truly Great Global Limited (collectively, the “Li Qi Defendants”).

My claims against the Li Qi Defendants are not being released under the Settlement

Agreement and will continue to be prosecuted in the Adversary Case.

13. On December 9, 2019, the Minsheng Defendants filed motions to dismiss

the Original Complaint. [See Adversary Case Docket Nos. 32, and 44]. On March 17,

2020, EDC filed a motion to dismiss the Original Complaint. [See Adversary Case Docket

No. 88]. Following extensive briefing by the parties, the Court granted, in part, the

Minsheng Defendants’ motions and granted EDC’s motion, with leave to amend.

[Adversary Case Docket No. 175]. The Court dismissed all of the counts, except the

turnover count (Count VII) with respect to deposits made on undelivered Challenger aircraft

and the related claim under Section 502(d) of the Bankruptcy Code (Count XV), of the

Original Complaint primarily on the basis that the transfers at issue were extraterritorial and

avoidance and recovery of such transfers under Sections 547, 548, and 550 of the

Bankruptcy Code was precluded under the presumption against extraterritorial application

of those statutes. [Adversary Case Docket No. 175 at 53].

14. On March 29, 2021, I filed an amended complaint (the “Amended

Complaint”). [See Adversary Case Docket No. 232]. The Amended Complaint also

asserted claims against the Li Qi Defendants which are unaffected by the Settlement

Agreement.

15. In the Amended Complaint, I seek to avoid and recover the transfers in

Schedule A. I also believe that I have claims under Singapore law for undervalued

transactions and unfair preferences that I could have asserted against the Settling

Defendants in the High Court of Singapore to avoid and recover transfers totaling over $17

million.



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II. Settling Defendants’ Claims and Settlement Agreement

16. The Settlement Agreement will result in the withdrawal of over $14 million

in administrative claims, $214 million in unsecured claims, and $8 million in secured claims

against both of the Debtors’ estates, on a consolidated basis. For Debtor Zetta Jet PTE, the

Settling Defendants will withdraw $9,582,102.25 in administrative claims (as set forth in

Claim Nos. 110-1, 111-1, 122-1, 124-1, 148-2, 149-2), $107,363,059.25 in general

unsecured claims (as set forth in Claim Nos. 148-2 and 149-2), and $4,220,000.00 in

secured claims (as set forth in Claim Nos. 148-2 and 149-2). For Debtor Zetta Jet USA, the

Settling Defendants will withdraw $5,169,336.68 in administrative claims (as set forth in

Claim Nos. 123-1, 125, 150-2, and 151-2), $107,363,059.25 in general unsecured claims

(as set forth in Claim Nos. 150-2 and 151-2), and $4,220,000.00 in secured claims (as set

forth in Claim Nos. 150-2 and 151-2). On a de-consolidated basis, (i) Settling Defendant

Yuntian 3 will withdraw $3,656449.89 in administrative claims, $79,541,930.07 in

unsecured claims, and $3,350,000.00 in secured claims against Debtor Zetta Jet PTE; and

$4,024,596.00 in administrative claims, $79,541,930.07 in unsecured claims, and

$3,350,000.00 in secured claims against Debtor Zetta Jet USA; and (ii) Settling Defendant

Yuntian 4 will withdraw $1,512,886.79 in administrative claims, $27,821,129.18 in

unsecured claims, and $870,000.00 in secured claims against Debtor Zetta Jet PTE; and

$1,144,740.56 in administrative claims, $27,821,129.18 in unsecured claims, and $870,000

in secured claims against Debtor Zetta Jet USA.

17. After filing of the Adversary Case, and pursuant to the Court’s mediation

orders, I met with the Minsheng Defendants in a good faith effort to reach an amicable

resolution of the Complaint without the need for uncertain and expensive litigation. In

January 2021, I engaged in extensive mediation efforts with the Minsheng Defendants,

conducted by Kevin J. Gross, including three settlement meetings. In late March, I reached

an agreement with the Minsheng Defendants over the key terms of a settlement in principle.

18. On May 4, 2021, the parties executed the Settlement Agreement, the

effectiveness of which is subject to approval of the Court.



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19. A summary of the Settlement Agreement is as follows4:

(g) Yuntian 3, Yuntian 4, Minsheng Financial, and Minsheng Business (collectively, the “Minsheng Defendants”) will pay $2,250,000.00 to me, on behalf of the Debtors’ estates, within fifteen business days of the entry of an order approving the Settlement Agreement as final and non-appealable (the “Effective Date”);

(h) After the occurrence of the Effective Date, the Minsheng Defendants will pay another $2,250,000.00 to me, on behalf of the Debtors’ estates, on January 26, 2022;

(i) Yuntian 3 and Yuntian 4 will withdraw their proofs of claims with prejudice;

(j) The Minsheng Defendants and the Debtors’ estates will mutually release each other from any and all claims;

(k) Subject to and in accordance with applicable laws, regulations and regulatory requirements, and confidentiality obligations in the People’s Republic of China, the Minsheng Defendants shall use commercially reasonable efforts to cooperate in good faith through January 26, 2022, in relation to other litigations or investigations in the Chapter 7 Cases as more fully set forth in the Settlement Agreement; and

(l) EDC and the Debtors’ estates will mutually release each other from only and solely those claims that relate to the Plane 12 Financing and transfer to EDC with respect to such financing with all other claims and defenses being fully preserved.

20. The Settlement Agreement contains other provisions with respect to releases

between the Minsheng Defendants and EDC.

21. I firmly believe my claims against the Settling Defendants are meritorious

and, if prosecuted to judgment, would ultimately result in a significant recovery to creditors.

However, success in any litigation is never guaranteed. Moreover, the Court dismissed all

but two of the counts contained in the Original Complaint, and although I believe the

Amended Complaint has cured the deficiencies noted in the Court’s order of dismissal, there

is no assurance that the Court, or an appellate court if I should decide to appeal a subsequent

adverse ruling by this Court, will agree with my view.

22. Like all litigation, the claims against the Settling Defendants are subject to

significant litigation risk and defenses and absent this Settlement Agreement, risks a lower

4 This summary is qualified in its entirety by reference to the applicable provisions of the Settlement Agreement. To the extent there exists any inconsistency between this summary and the provisions of the Settlement Agreement, the provisions of the Settlement Agreement shall control.



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recovery (or even no recovery) from the Settling Defendants to the detriment of the Debtors’

creditors. When taking into account other factors, such as the expense and delay of

litigation, I believe the Settlement Agreement is in the best interests of the Debtors’ estate

and creditors because it resolves the disputes with the Settling Defendants without the

necessity of continuing expensive litigation.

23. I am cognizant of the potential risks in collecting on any future judgment, as

the Minsheng entities are located in the PRC, Yuntian 3 and Yuntian 4 and special purpose

entities located in the Republic of Ireland and EDC is located in Canada. As a result, any

collection efforts could result in significant expense to the Debtors’ estates.

24. Each of the (i) complexity, (ii) expense, (iii) inconvenience, and (iv) delay

of the litigation against the Settling Defendants weigh heavily in favor of approving the

Settlement Agreement. The transactions entered into between the Settling Defendants and

the Debtors involve highly complex aircraft financing structures involving hundreds of

pages of documents per transaction, the formation of multiple international subsidiaries and

trusts, and complicated flows of funds. I have spent a significant amount of time and

resources investigating these transactions to determine liabilities and potential assets of the

Debtors’ estates. Litigating the Adversary Case will be equally difficult and complex, with

concomitant expenses. Further, there is a unique consideration related to the possible delay

of litigation that supports approving the Settlement Agreement. As the Court is aware,

absent the Settlement Agreement, I would pursue preference claims arising under Singapore

law against the Settling Defendants in Singapore and other US avoidance claims in the

United States. The Minsheng Defendants (and others) have already previewed arguments

in response – namely, that pursuing such claims amounts to so-called “claim splitting” –

and indicated they would seek injunctive relief to prevent me from pursuing claims in

Singapore and/or the United States. Although I do not believe these arguments will

ultimately prevail, seeking such relief in both jurisdictions could materially delay resolution

of the underlying claims and increase costs to the Debtors’ estates.

25. Moreover, as the Court recognized when it ordered the parties to mediate the



1 Adversary Case, a prompt resolution is in the best interest of creditors, especially given the

2 other significant adversary cases that are still pending. By entering into the Settlement

3 Agreement, I will avoid certain of the expensive litigation costs while concentrating my

4 efforts on the remaining significant litigation.

5 26. The paramount interest of creditors is a reflection of both the desire of

6 creditors to obtain the maximum possible recovery and their desire that the recovery occur

7 in the least amount of time as possible. I believe that the Settlement Agreement satisfies

8 both elements. The payment of $4,500,000.00 to the estates and withdrawal of substantial

9 claims against the estates in the amount of $236,598,627.65 will enhance the return to

10 creditors on future distributions. In addition, there is substantial uncertainty concerning the

11 time needed to litigate and then collect on a judgment, which further weighs in favor of the

12 Settlement Agreement being approved. Accordingly, I believe that all four factors are

13 satisfied here, and the Settlement Agreement should be approved.

14 I declare under the penalty of perjury under the laws of the United States of America

15 the foregoing is true and correct.

16 DATED: May 11, 2021

17 Egg Harbor, Wisconsin

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than D. King, Chapter 7 Trustee for Zetta t USA, Inc. and Zetta Jet PTE, Ltd.



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EXHIBIT A

(Proposed Order)



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DAVID B. FARKAS (SBN 257137) [email protected] DLA PIPER LLP (US) 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, California 90067-4704 Tel: (310) 595-3000 Fax: (310) 595-3300

JOHN K. LYONS (Pro Hac Vice) [email protected] JEFFREY S. TOROSIAN (Pro Hac Vice) [email protected] JOSEPH A. ROSELIUS (Pro Hac Vice) [email protected] DLA PIPER LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 Tel: (312) 368-4000 Fax: (312) 236-7516

Attorneys for Jonathan D. King as Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA


In re:


Debtor.

Lead Case No.: 2:17-bk-21386-SK

Chapter 7

Jointly Administered With: Case No.: 2:17-bk-21387-SK

[PROPOSED] ORDER APPROVING THE SETTLEMENT AGREEMENT BY AND BETWEEN THE CHAPTER 7 TRUSTEE AND THE SETTLING DEFENDANTS

[Relates to Docket No. ____]

[Relates to Adversary Case No. 19-01383]

In re:


Debtor.



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On May 11, 2021, the Chapter 7 Trustee filed the Chapter 7 Trustee’s Notice of

Motion and Motion for Order Approving Settlement Agreement by and Between Chapter 7

Trustee and the Settling Defendants; Memorandum of Points and Authorities; [Docket No.

●] (the “Motion”),2 filed by counsel to Jonathan D. King, solely in his capacity as the duly

appointed Chapter 7 trustee (the “Trustee”) in the jointly administered Chapter 7 bankruptcy

cases of Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd. (together, the “Debtors”).

The Court, having read the Motion; and having considered the arguments in support

thereof; and having considered the entire record of the Debtors’ cases; and it appearing that

the relief requested by the Motion is in the best interests of the Debtors, their estates, their

creditors, their stakeholders, and other parties in interest; and noting that no oppositions

have been filed in response; and finding that notice of the Motion was good and proper

under the circumstances, and after due deliberation thereon, and sufficient cause appearing,

therefor,

IT IS HEREBY ORDERED that:

1. The Motion is GRANTED in its entirety.

2. The Settlement Agreement, attached as Exhibit B to the Motion, is

approved.

3. The Settlement Agreement was made in good faith.

4. The Trustee is authorized to enter into the Settlement Agreement.

5. The Trustee is authorized to execute any documents and take any actions

reasonably necessary to effectuate the terms of the Settlement Agreement.

6. This Order shall be binding upon and govern the acts of all persons and

entities, including without limitation, all creditors and stakeholders, any parties in interest,

the Debtors and the Settling Defendants, and their respective successors and assigns, filing

agents, recording agencies, secretaries of state and all other persons and entities who may

be required by operation of law to accept, file, register or otherwise record or release any

documents or instruments.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.



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7. This Court retains exclusive jurisdiction to enforce the provisions of this

Order and the Settlement Agreement, all amendments thereto, any waivers and consents

thereunder, and each of the agreements executed in connection therewith in all respects, to

resolve any dispute concerning this Order, the Settlement Agreement, or the rights and

duties of the parties hereunder or thereunder or any issues relating to the Settlement

Agreement, and any related agreements and this Order.

8. Notwithstanding any applicable Bankruptcy Rule or Local Rule to the

contrary, this Order is effective and enforceable immediately upon entry, no stay applies,

and the Debtors may complete the transactions contemplated hereby immediately. This

Order is intended to be, and in respects shall be, a final order regarding the relief granted

herein.



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EXHIBIT B

(Settlement Agreement)



SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is entered into as of May 7, 2021, between and among the following parties (collectively, the “Parties”):

Trustee and Debtors. Jonathan D. King, solely in his capacity as the Chapter 7 trustee (the “Trustee”) appointed in the jointly administered bankruptcy cases of Zetta Jet USA, Inc. (“Zetta USA”) and Zetta Jet PTE, Ltd. (“Zetta Singapore” and together with Zetta USA, the “Debtors”), on behalf of the Debtors and their respective estates; and

Yuntian Entities. Yuntian 3 Leasing Company Limited Designated Activity Company f/k/a Yuntian 3 Leasing Company Limited (“Yuntian 3”), and Yuntian 4 Leasing Company Designated Activity Company f/k/a Yuntian 4 Leasing Company Limited (“Yuntian 4” and, collectively with Yuntian 3, the “Yuntian Entities”); and

Minsheng Entities. Minsheng Business Aviation Limited (“Minsheng Business”), and Minsheng Financial Leasing Co. (“Minsheng Financial” and collectively with Minsheng Business and the Yuntian Entities, the “Yuntian and Minsheng Defendants” and, for the avoidance of doubt, the Yuntian Entities and Minsheng Entities each are an independently incorporated legal person); and

EDC. Export Development Canada (“EDC”) solely for purposes of Section 3.D and 3.H through 3.M of this Agreement.

RECITALS

WHEREAS, on September 15, 2017 (the “Petition Date”), the Debtors commenced bankruptcy proceedings (the “Chapter 11 Cases”) by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California Los Angles Division (the “Bankruptcy Court”);

WHEREAS, on October 5, 2017, the Jonathan D. King was appointed as Chapter 11 trustee in the Chapter 11 Cases;

WHEREAS, on November 30, 2017, based upon a lack of funds to operate the Debtors’ business, the Trustee shut down operations, terminated all employees, and, on December 4, 2017, the Chapter 11 Cases were converted to cases under chapter 7 of the Bankruptcy Code (the “Chapter 7 Cases”);

WHEREAS, on January 8, 2018, the Trustee was appointed the Chapter 7 trustee on a final basis;



WHEREAS, prior to the Petition Date, the Debtors and certain non-Debtor affiliates leased two "Global 6000" aircraft (referred to as Plane 6 and Plane 7 in the Trustee's Complaints (as defined below)) (the "Global 6000 Transactions");

WHEREAS, prior to the Petition Date, the Debtors and certain non-Debtor affiliates

leased one "Challenger 650" aircraft (referred to as Plane 12 in the Trustee's Complaints (as defined below)) and, through the Yuntian and Minsheng Defendants, placed orders for three additional "Challenger 650" aircraft (referred to as the Undelivered Aircraft in the Trustee's Complaints (as defined below)) by and through the Yuntian and Minsheng Defendants (the "Challenger 650 Transactions" and, collectively with the Global 6000 Transactions, the "Yuntian Aircraft Transactions'');

WHEREAS, EDC provided certain financing to the Yuntian and Minsheng Defendants' for the acquisition of Plane 12 (the "Plane 12 EDC Financing") and, on July 26, 2017, the Trustee alleged in the Original Complaint (defined below) that the Debtors transferred $956,244.53 to EDC (the "EDC Transfer") on account of obligations arising under the Yuntian Aircraft Transactions with respect to Plane 12;

WHEREAS, prior to and after the Petition Date, the Debtors defaulted under and materially breached agreements with the Yuntian Entities that governed the Yuntian Aircraft Transactions by, among other things, failing to make scheduled aircraft lease payments to the Yuntian Entities and EDC, allowing the aircraft to become encmnbered with liens, and not performing required aircraft maintenance;

WHEREAS, on November 29 and 30, 2017, the Yuntian Entities repossessed Planes 6, 7, and 12 pursuant to their respective rights under section 111 O of the Bankruptcy Code;

WHEREAS, the Yuntian and Minsheng Defendants filed the following proofs of claim and related amendments in connection with the Chapter 11 and 7 Cases:

1. Claim 110-1 filed in the Zetta Singapore case on April 13, 2018 by Yuntian 3 in the amount of$3,462,237.45 for an administrative priority claim related to Planes 6 and 7;

2. Claim 111-1 filed in the Zetta Singapore case on April 12, 2018 by Yuntian 4 in the amount of$950,528.12 for an administrative priority claim with respect to Plane 12;

3. Claim 122-1 filed in the Zetta Singapore case on April 12, 2018 by Yuntian 4 in the

amount of$950,528.12 for an administrative priority claim with respect to Plane 12;

4. Claim 123-1 filed in the Zetta USA case on April 12, 2018 by Yuntian 3 in the amount of $3,462,237.45 for an administrative priority claim with respect to Planes 6 and 7;

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5. Claim 124-1 filed in the Zetta Singapore case on April 12, 2018 by Yuntian 3 in the amount of $3,462,237.45 for an administrative priority claim with respect to Plane 6 and 7;

6. Claim 125 filed in the Zetta USA case on April 12, 2018 by Yuntian 4 in the amount of $950,528.12 for an administrative priority claim with respect to Plane 12;

7. Claim 148-2 filed in the Zetta Singapore case on April 24, 2018 by Yuntian 3 in the amount of $79,541,930.07 for a prepetition unsecured claim, and in the amount of $3,350,000.00 for a secured claim, with respect to Planes 6 and 7;

8. Claim 149-2 filed in the Zetta Singapore case on April 24, 2018 by Yuntian 4 in the amount of $27,821,129.18 for a prepetition unsecured claim, and in the amount of $870,000.00 for a secured claim, with respect to Plane 12;

9. Claim 150-2 filed in the Zetta USA case on April 24, 2018 by Yuntian 3 in the amount of $79,541,930.07 for a prepetition unsecured claim, and in the amount of $3,350,000.00 for a secured claim, with respect to Planes 6 and 6;

10. Claim 151-2 filed in the Zetta Singapore case on April 24, 2018 by Yuntian 4 in the amount of $27,821,129.18 for a prepetition unsecured claim, and in the amount of $870,000.00 for a secured claim, with respect to Plane 12;

The Yuntian 3 Claim 110-1, Yuntian 3 Claim 123-1, Yuntian 3 Claim 124-1, Yuntian 3 Claim 148-2, Yuntian 3 Claim 150-2, Yuntian 4 Claim 111-1, Yuntian 4 Claim 122-1, Yuntian 4 Claim 125, Yuntian 4 Claim 149-2, and Yuntian 4 Claim 151-2 are collectively referred to as the "Proofs of Claims."

WHEREAS, on September 13, 2019, the Trustee filed a complaint (the "Original Complaint') in an adversary proceeding in the Bankruptcy Court, captioned King v. Yuntian 3 Leasing Company, et al., Case No. 2:19-AP-01383-SK, against, among others, the Yuntian and Minsheng Defendants and EDC;

WHEREAS, in the Original Complaint the Trustee made certain allegations against the Yuntian and Minsheng Defendants and EDC related to the Yuntian Aircraft Transactions and asserted various claims against the Yuntian and Minsheng Defendants and EDC that allegedly arose out of and related to the Yuntian Aircraft Transactions;

WHEREAS, on December 9, 2019, December 20, 2019, and March 17, 2020, the Yuntian and Minsheng Defendants and EDC, respectively, filed motions to dismiss the Original Complaint ("Yuntian and Minsheng Defendants' and EDC's Motions to Dismiss'');

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WHEREAS, on September 29, 2020 the Bankruptcy Court granted, in part, the Yuntian and Minsheng Defendants' and EDC's Motions to Dismiss with respect to eight out of nine counts of the Original Complaint, and granted the Trustee's request for leave to amend the Original Complaint (Dkt. No. 175 in Case No. 2:19-AP-01383-SK);

WHEREAS, on October 5, 2020 the Bankruptcy Court approved the Parties' agreement to mediate the Trustee's Complaints and Litigation (each as defined below);

WHEREAS, on January 13 and 14, 2021, the Trustee and the Yuntian and Minsheng Defendants mediated by Zoom Video Communications regarding the Trustee's Complaints (as defined below) which included possible allegations and claims to be asserted by the Trustee in an amended Complaint, and claims related to the Yuntian Aircraft Transactions to be pursued by the Trustee in the Republic of Singapore under certain Singapore statutes (collectively, including the Trustee's Complaints, the "Litigation");

WHEREAS, on March 29, 2021, the Trustee filed an amended adversary complaint which included the Yuntian and Minsheng Defendants and EDC as defendants. (Dkt. No. 232 in Case No. 2:19-AP-01383-SK) (the ''Amended Adversary Complaint' and together with the Original Complaint, the "Trustee's Complaints").

WHEREAS, to avoid further protracted and costly litigation the Parties have decided that it would be in their respective mutual best interests to settle and compromise any and all allegations and claims, whether expressed or implied in the Trustee's Complaints or Litigation, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, subject to Bankruptcy Court approval, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Effectiveness of Agreement. This Agreement shall be binding on all Parties as of the date set forth above (the "Execution Date''), subject to approval by the Bankruptcy Court, which, if not received releases all Parties from this Agreement. This Agreement shall be effective upon the date that the Bankruptcy Court enters the Approval Order (as defined below) and such order becomes a final, non-appealable order (the "Effective Date").

2. The Rule 9019 Approval Order. The Trustee shall file with the Bankruptcy Court a motion seeking entry of an order (the "Approval Order") approving this Agreement as fair and in the best interests of creditors consistent with applicable precedent and Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Parties expressly acknowledge that this Agreement

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is subject to entry of the Approval Order. Both the motion and the Approval Order must be in form and substance fully acceptable to the Yuntian and Minsheng Defendants and EDC.

3. Consideration. The Parties hereby agree and acknowledge that the following consideration supports this Agreement and, for the avoidance of doubt, agree that upon

completion of Settlement Payment 2 (as described in this section 3) the Yuntian and Minsheng Defendants shall be deemed to have satisfied and fulfilled their obligations under this Agreement.

A. Settlement Payment 1. Within fifteen (15) business days after the Effective Date, the Yuntian and Minsheng Defendants collectively shall pay to the Trustee, on behalf of the Debtors' estates, USD $2,250,000.00 (two million two hundred fifty thousand dollars and zero cents) by wire transfer to the Debtors' bank account designated in writing (email shall suffice) by the Trustee and previously approved by the Office of the United States Trustee to hold estate funds.

B. Settlement Payment 2. On January 26, 2022, the Yuntian and Minsheng Defendants collectively shall pay to the Trustee, on behalf of the Debtors' estates, USD $2,250,000.00 (two million two hundred fifty thousand dollars and zero cents) by wire transfer to the Debtors' bank account designated in writing (email shall suffice) by the Trustee and previously approved by the Office of the United States Trustee to hold estate funds.

C. Withdrawal of Proofs of Claims. Within fifteen (15) business days after the Effective Date, the Yuntian and Minsheng Defendants shall withdraw the Proofs of Claims with prejudice.

D. Dismissal of Complaint; Cessation of the Litigation. Within fifteen (15) business days after the Effective Date, the Trustee shall (a) dismiss with prejudice, as against the Yuntian and Minsheng Defendants and EDC, the Trustee's Complaints and any amendments thereto; and (b) cease pursuing the Litigation against the Yuntian and Minsheng Defendants and EDC.

E. Release of the Yuntian and Minsheng Defendants by the Trustee. Upon the Effective Date the Trustee, on behalf of the Debtors and their bankruptcy estates and each of their respective Related Parties (as defined below) (collectively, the "Trustee Releasors"), shall discharge and release the Yuntian and Minsheng Defendants and their Related Parties (as defined below) (collectively, the ··Yuntian and Minsheng Defendants Releasees") from any and all claims (as such term is defined at 11 U.S.C.

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§ 101 ( 5) ), damages, losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable

or unforeseeable that relate to the Trustee's Complaints or Litigation, the Yuntian Aircraft Transactions, the Debtors' Chapter 11 or 7 Cases, the Debtors' chapter 11 or chapter 7 estates, that the Trustee Releasors now have or may have had, or hereafter claim to have or had, from the beginning of time through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released; provided, however, that nothing in this release shall release the Minsheng and Yuntian Defendants from claims arising under this Settlement Agreement including the payment obligations contained in sub-paragraphs 3(A) and 3(B) above.

F. Release of the Trustee by the Yuntian and Minsheng Defendants. Upon the Effective Date, the Yuntian and Minsheng Defendants, on behalf of themselves and each of their respective Related Parties (as defined below) (collectively, the "Yuntian and Minsheng Defendants Releasors"), shall discharge and release the Trustee, the Debtors, their bankruptcy estates, and each of their respective Related Parties (as defined below) (collectively, the "Trustee Releasees") from any and all claims (as such term is defined at 11 U.S.C. § 101(5)), damages, losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that relate to the Trustee's Complaints or Litigation, the Yuntian Aircraft Transactions, the Debtors' Chapter 11 or 7 Cases, that the Yuntian and Minsheng Defendants Releasors now have or may have had, or hereafter claim to have or had, from the beginning of time through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released; provided, however, that nothing in this release shall release the Trustee from claims arising under this Settlement Agreement.

G. Commercially Reasonable Cooperation Through January 26, 2022. Subject to and in accordance with applicable laws, regulations and regulatory requirements, and confidentiality obligations in the People's Republic of China ( collectively "PRC Laws") or in relevant contractual

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documents, through January 26, 2022, the Yuntian and Minsheng Defendants agree to use their commercially reasonable efforts to cooperate with the Trustee in good faith in relation to the Trustee's other litigations or investigations in the Chapter 7 Cases. Such commercially reasonable cooperation is limited to, subject to applicable PRC Laws, the following:

i. Producing emails (including attachments) sent to (a) Mr. Geoffrey Cassidy's personal and "@zettajet.com" email accounts, (b) the domain "@zettajet.com," and (c) Yubin Yu (solely with respect to matters pertaining to Zetta USA and Zetta Singapore).

11. Producing closing "bible" documents related to the Yuntian Aircraft Transactions.

111. Allowing the Trustee to interview one (1) current employee, as identified by the Yuntian and Minsheng Defendants, regarding the Yuntian Aircraft Transactions. Such interview to take place at a mutually convenient time and location (whether in-person or via electronic means) prior to January 26, 2022.

iv. Responding to any reasonable discovery requests, whether formal or informal, lodged by the Trustee on or before December 31, 2021.

Notwithstanding the foregoing, for the avoidance of doubt, the Yuntian and Minsheng Defendants are not required to conduct an extensive document retrieval, collection, and review process to comply with their respective commercially reasonable cooperation obligations. Further, the Yuntian and Minsheng Defendants are not required to make any additional current or former employees available for an interview. The Y untian and Minsheng Defendants also agree to tenninate any common interest, joint defense, or similar agreement with any other defendants in the Litigation upon the Effective Date. Notwithstanding the foregoing, for the avoidance of doubt, nothing in this Agreement shall impact any defendants' assertion of a common interest or joint defense protection applicable to communications that preceded the Effective Date. For the avoidance of doubt, the Trustee shall have no right to seek any new or additional, formal or informal, discovery, interviews, or testimony from the Yuntian and Minsheng Defendants after January 26, 2022.

H. Limited Release ofEDC by the Trustee. Upon the Effective Date the Trustee Releasors shall discharge and release EDC and its Related Parties (as defined below) (collectively, the "EDC Releasees") from only and solely claims (as such term is defined at 11 U.S.C. § 101(5)), damages,

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losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that relate to the EDC Plane 12 Financing and/or the EDC Transfer, that the Trustee Releasors now have or may have had, or hereafter claim to have or had, from the beginning of time through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released. For the avoidance of doubt, this release does not cover any other acts or occurrences relating to Zetta aircraft transactions for Planes other than Plane 12 in which EDC may have provided direct or indirect financing including, without limitation, financings involving CA VIC Aviation Leasing (Ireland) 22 Co. Designated Activity Company, Bombardier Aerospace Corporation and Bombardier, Inc. which claims are fully preserved; provided, however, any and all ofEDC's defences to such claims are preserved and not waived or compromised by this Agreement.

I. Limited Release of the Trustee by EDC. Upon the Effective Date EDC, on its behalf and its respective Related Parties (as defined below) (collectively, the "EDC Releasors"), shall discharge and release the Trustee Releasees from only and solely claims ( as such term is defined at 11 U.S. C. § 1 O 1 ( 5) ), damages, losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that relate to the EDC Plane 12 Financing and/or the EDC Transfer, that the EDC Releasors now have or may have had, or hereafter claim to have or had, from the beginning of time through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released.

J. Release of the Minsheng and Yuntian Defendants by EDC. Upon the Effective Date the EDC Releasers shall discharge and release the Yuntian and Minsheng Defendants Releasees from any and all claims (as such term is defined at 11 U.S.C. § 101(5)), damages, losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or

8



unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that relate to the Trustee's Complaints, Litigation, the Yuntian Aircraft Transactions, and the Debtors' Chapter 11 or 7 Cases, that the EDC Releasors now have or may have had, or hereafter claim to have or had, from the beginning oftime through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released; provided, however, that such release shall not release the legal fees and expenses of counsel for EDC, subject to the following, which are excluded from the above discharge and-release: (i) reimbursement of amounts up to a cap of $15,000.00 USD (fifteen thousand dollars and zero cents), relating to the matters being released by or related to this Settlement Agreement and (ii) reimbursement for legal fees incurred after May 19, 2021 relating to the settlement agreement or any remaining indemnification payments.

K. Release ofEDC by the Minsheng and Yuntian Defendants. Upon the Effective Date, the Yuntian and Minsheng Defendants Releasors shall discharge and release the EDC Releasees from any and all claims ( as such term is defined at 11 U.S.C. § 101(5)), damages, losses, injuries, causes of action, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that relate to the Trustee's Complaints, Litigation, the Yuntian Aircraft Transactions, and the Debtors' Chapter 11 or 7 Cases, that the Yuntian and Minsheng Defendants Releasors now have or may have had, or hereafter claim to have or had, from the beginning of time through the Effective Date, and further waive any legal or equitable right to that which has been discharged and released.

L. Related Parties. As used herein, "Related Parties" means, with respect to (w) any entity or person, including the Debtors or any other entity or person that acquires all or part of the Debtors' assets or interests (x) such entity's or person's predecessors, successors, purchasers, assigns, transferees, parents, subsidiaries, affiliates, affiliated investment funds or investment vehicles, managed or advised accounts, funds, or other entities, and investment advisors, sub-advisors, or managers, (y) with respect to each of the foregoing in clauses (w) and (x), such entity's or person's respective current and former officers, directors, principals, shareholder and equity holders ( regardless of whether such interests are held directly

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or indirectly and any fund managers, fiduciaries, or other agents with any involvement related to the Debtors), members, partners, associates, employees, agents, trustees, advisory board members, financial advisors, attorneys, accountants, actuaries, investment bankers, consultants, representatives (legal or otherwise), management companies, fund advisors, insurers, and other professionals~ and (z) with respect to each of the foregoing in clauses (w)-{y), such entity's or person's respective heirs, executors, estates, administrators, servants, and nominees

M. Waiver of California Civil Code Section 1542. With respect to the releases provided in this section 3, the Parties waive the rights and benefits of California Civil Code Section 1542, which provides that: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

4. Authority. Each of the Parties represents that the person executing this Agreement has the full authority and power to execute for and bind such Party.

5. No Admission of Fault or Liability. The Parties agree that the execution of this Agreement and/or the performance of any of the obligations hereunder is in no way an admission of any fact or matter or fault or liability whatsoever nor is it an admission by the Minsheng Entities of the jurisdiction of the Trustee's Complaints, and that the consideration set forth in section 3 hereof is given solely to resolve fully and finally any and all allegations, claims, and controversies with respect to the matters set forth in this Agreement.

6. Binding Agreement; Third Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective insurance carriers, legal representatives, heirs, successors, assigns, employees, officers, directors, shareholders, partners, members, trustees, beneficiaries and agents. No Party to this Agreement shall take any action indirectly (including through an intermediary or as part of a group) that such Party is not permitted by this Agreement to take directly. Without limiting the generality of the foregoing, this Agreement is not intended to, and does not, create any rights, third party or otherwise.

7. Incorporation of Recitals. The recitals set forth above are incorporated in this Agreement as though fully set forth herein.

8. Representations and Warranties. The Parties represent and warrant that, in entering into this Agreement, they have relied on their own investigation and on the investigation and advice of their respective attorneys and have not relied on any statement, representation, or commitment of any kind made by any other Party, or by their respective Related Parties.



9. Assignability. The Parties may not otherwise assign this Agreement. Any impermissible attempted assignment shall be void and the Party assigning or attempting to make such as assignment shall remain bound by and obligated by this Agreement as if no assignment or attempted assignment had occurred.

10. Severability. Should any part of this Agreement be held unenforceable or in conflict with any laws pertaining to this Agreement, the validity of the remaining parts or provisions of this Agreement shall not be affected by such determination.

11. Integration. The provisions of this Agreement, which, for the avoidance of doubt, include the Recitals above, are integrated, essential, and non-severable from one another.

12. Drafting. The Parties acknowledge that this Agreement has not been drafted by any one Party or that Party's attorney. The Parties further represent that this Agreement represents the collaborative drafting efforts of all Parties through their respective attorneys. Accordingly, no Party will be entitled to have any language contained in this Agreement construed against another because of the identity of the drafter.

13. Titles and Headings. The titles and headings in this Agreement are included only for ease of reference and shall have no substantive effect.

14. Modification, Amendment, or Supplement. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver with respect to any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that written waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to principles of conflicts oflaw.

16. Retention of Jurisdiction. The Parties hereby consent to the Bankruptcy Court's entry of the Approval Order and further consent and agree to the Bankruptcy Court's exclusive retention of jurisdiction to resolve any claims or disputes arising out of or related to the interpretation, implementation, or enforcement of this Agreement including, in the event of default of payment obligations set forth in subparagraph 3(B) of this Agreement, consent to entry of judgment against them by the Bankruptcy Court in the amount of the unpaid amount plus default interest at a rate of 6% per annum accruing starting on January 22, 2022.

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17. Entire Agreement. 1bis Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

18. Voluntary Execution. The Parties hereby acknowledge that they are executing this Agreement voluntarily and of their own free will and that they fully understand the terms of this Agreement. The Parties further acknowledge that they have had an opportunity to review this Agreement fully and to discuss its terms with their legal counsel and other advisors prior to its execution.

19. Notice. Any notice given hereunder shall be in writing and delivered by United States Certified Mail, return. receipt requested, or by Federal Express (or other overnight carrier) with recipient signature required to:

In the case of the Yuntian Entities: Yuntian 3 Leasing Company and Yuntian 4 Leasing Company 2 Grand Canal Square Grand Canal Harbour Dublin2 D02A342 Republic of Ireland

-and-

Jones Day 51 Louisiana A venue N. W. Washington, D.C. 200001 Attn: Dan T. Moss Esq.([email protected]) and David Torborg ([email protected])

In the case of Minsheng Business and Minsheng Financial Minsheng Business Aviation Limited Minsheng Financial Leasing Co., Ltd SF, Building No. 8, Beijing Friendship Hotel No. 1 Zhongguancun Street, Haidian District Beijing, Chine 100873 Attention: Ms. Li, Tingting Tel: 86 IO 68940066 ext. 9605

-and-

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Jones Day 51 Louisiana Avenue N.W. Washington, D.C. 200001 Attn: Dan T. Moss Esq.([email protected])

and David Torborg ([email protected])

In the case of the Trustee: Jonathan D. King 444 West Lake Street Suite 900 Chicago, IL 60606-0089

-and-

DLA Piper LLP (US) 444 West Lake Street Suite 900 Chicago, IL 60606-0089 Attention: John K. Lyons

In the case of EDC: Export Development Canada 150 Slater Street Ottawa, Ontario KlA 1K3

- and-

Vedder Price P.C. 1633 Broadway, 31st Floor New York, NY 10019 Attn: Michael J. Edelman ([email protected])

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

21. Costs. Each Party shall bear its own costs and attorneys' fees and expenses associated with this Agreement and matters released herein.

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22. No Assignment of Claims. The Parties represent and warrant that they have not previously assigned or purported to assign or to transfer to any person or entity any of the claims herein released or waived.

23. Time is of the Essence. Time is of the essence with respect to all provisions of

this Agreement.

24. Adjournment of Amended Adversary Complaint Dates. As of the Execution Date the Yuntian and Minsheng Defendants' time to respond to the Amended Adversary Complaint are adjourned sine die.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

Jonathan D. King, as Chapter 7 Trustee of the Estates of Zetta Jet Pte Ltd. and Zetta Jet USA, Inc. for the Debtors and their respective estates

,,;t-' ~ ,4 /-7 C _,,,. , . ~ '--"

By: ,,:,C,:,/

Na.m.e?2 ::Jo N "1f..vr h r ~ '-TitlW "TA v r,.rr



Xiaohui Hu Director

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to

be executed as of the date first written above.

Yuntian 3 Leasing Company Designated

Activity Company.~ ~ By: ~~ Name: -------------Title:. ____________ _



Xiaohui Hu Director

IN WllNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

Yuntian 4 Leasing Company Designed Activity Company.~~ By: ~-~, Name: ·--------------Title:. ____________ _



Wei ZhouLegal Representative


Minsheng · , Ltd.

By: __ _,~~l!.,.___:~!.i-~ ---.---.

Name_: _ --i-T'~- ~ 1--- ---....--1111:~ ·! Title: p;~



Xiaohui Hu Director

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed ns of the date first writ1en above.

~:nsheng~erviation Limited.

Name:, ____________ _ Title: ____________ _




Export Development Canada By: Name: Title:

Owen BournsAssistant Chief Legal Officer



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SCHEDULE A

(Transfers)



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Count Number Defendant Basis of Claim

II Yuntian 3, Minsheng Financial,

Minsheng Business

Avoid and recover $12,410,240.00 fraudulent transfer

III Yuntian 3 Avoid and recover $3,906,759.14 preference.

VI Minsheng Business and Yuntian

4

Avoid and recover $12,410,240.00 fraudulent transfer.

VII Yuntian 4, Minsheng Business,

Minsheng Financial

Turnover of Debtors’ equity in Undelivered Planes.

IX Yuntian 4 Avoid and recover $956,244.53 preference.

X Yuntian 4 Avoid and recover $63,140.28 preference.

XI Yuntian 4, Minsheng Financial,

Minsheng BusinessTurnover of Debtors’ equity in Plane 12.

XII Minsheng Business, Minsheng Financial, Yuntian 3, Yuntian 4

Legal fee transfers

XV Minsheng Financial, Minsheng Business, Yuntian 3, Yuntian 4

Disallowance of all claims.



EAST\180466323.18

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SCHEDULE B

(Transactions and Preferences)



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Defendant Basis of Claim

Minsheng Business Undervalue Transaction: Avoid and recover $2,000,000.00 “goodwill” payments regarding Plane 6 and Plane 7.

Yuntian 3 Undervalue Transaction: Avoid and recover $15,342,683.22 “rent” payments for Plane 6 and Plane 7.

Yuntian 3 Unfair Preference: Avoid and recover $11,753,666.22 “rent” payments for Plane 6 and Plane 7.

Yuntian 4 Unfair Preference: Avoid and recover $2,860,937.24 “rent” payment for Plane 12.

Yuntian 4 Unfair Preference: Avoid and recover $248,515.43 interest payments as part of “rent” on Plane 12.

Yuntian 3 and Yuntian 4Unfair Preference: Avoid and recover $641,766.55 payments made to various law firms for the benefit of Yuntian 3 and Yuntian 4.



This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE

EAST\180962167.1

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: DLA Piper LLP (US)

2000 Avenue of the Stars, Suite 400 North Tower Los Angeles, CA 90067-4704

A true and correct copy of the foregoing document entitled Notice of Opportunity to Request a Hearing on Motion [LBR 9013-1(o)] will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On May 11, 2021, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: John-Patrick M. Fritz Zetta Jet USA, Inc. [email protected] Juliet Y. Oh Zetta Jet USA, Inc. [email protected] Ron Bender Zetta Jet USA, Inc. [email protected] Jeanne M. Jorgensen Universal Weather & Aviation, Inc. [email protected] Jeanne M. Jorgensen Universal Fuels, Inc. [email protected] Dawn M. Coulson Scout Aviation II, LLC [email protected] William W. Huckins Ample United Limited [email protected] Michael S. Greger Ample United Limited [email protected] Matthew S. Walker Bombardier Aerospace [email protected] Andrew Troop Bombardier Aerospace [email protected] Alan I. Nahmias NEF Request [email protected] Mary H. Rose NEF Request [email protected] Michael D. Breslauer Big Fly LLC [email protected] Stephen F. Biegenzahn NEF Request [email protected] David W. Meadows NEF Request [email protected] Dare Law U.S. Trustee [email protected] Tiffany M. Ikeda Li Entities [email protected];

[email protected]; [email protected]; [email protected]

Michael B. Lubic New Target Investments Limited [email protected] Nolan Thomas New Target Investments Limited [email protected] Victor A. Vilaplana ARINC Direct, LLC [email protected] Jeffrey N. Pomerantz Creditor Committee [email protected] John W. Lucas Creditor Committee [email protected] Paul Laurin Rolls-Royce Deutschland [email protected] Rebecca J. Winthrop CAE SimuFlite, Inc. [email protected] Scott M. Ewing Rust Consulting/Omni Bankruptcy [email protected]; [email protected] Kristina S. Azlin [email protected];

[email protected] Tanya Behnam [email protected];


Jonathan Boustani [email protected] J. Scott Bovitz Fee Examiner [email protected] Brian K. Condon [email protected] Jamie L. Edmonson [email protected]; [email protected]

☒ Service information continued on attached page

Case 2:17-bk-21386-SK Doc 1470-1 Filed 05/11/21 Entered 05/11/21 18:08:27 Desc Proof of Service Page 1 of 8




EAST\180962167.1

2. SERVED BY UNITED STATES MAIL: On May 11, 2021, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Festin Management Corp., SN 1360 LLC, SN 1372 LLC Attn.: Daniel J. McCarthy, Esq. Hill, Farrer & Burrill LLP One California Plaza, 37th Floor 300 South Grand Avenue Los Angeles, California 90071

Festin Management Corp., SN 1360 LLC, SN 1372 LLC Attn.: James Torrey Jimmy Jets 2808 Northeast First Avenue Wilton Manors, Florida 33334

☐ Service information continued on attached page

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on May 11, 2021, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

VIA HAND DELIVERY

VIA ELECTRONIC MAIL

(Party, who is being served if different, and email address for each)


I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

May 11, 2021 Tennille Wilson /s/ Tennille WilsonDate Printed Name Signature





EAST\180962167.1

TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) (Continued):

Matthew A. Lesnick NEF Request [email protected] Daniel H. Slate NEF Request [email protected] Douglas A. Plazak NEF Request [email protected] Ron Maroko US Trustee [email protected] Robert Labate AVIC International Leasing Co. Ltd. [email protected] Alan J. Watson AVIC International Leasing Co. Ltd. [email protected] Michael McCollum New Jubilee Global Limited [email protected] Blake J. Lindemann NEF Request [email protected] Sabari Mukherjee NEF Request [email protected] Corey R. Weber NEF Request (Brutzkus Gubner) [email protected]; [email protected] Robyn B. Sokol NEF Request (Brutzkus Gubner) [email protected]; [email protected];

[email protected] David J. Richardson NEF Request (Baker Hostetler LLP) [email protected] Sara Chenetz [email protected];

[email protected]; [email protected]

Leslie A. Cohen [email protected]; [email protected]; [email protected]

Aaron S. Craig [email protected]; [email protected]; [email protected]; [email protected]

Scott D. Cunningham [email protected]; [email protected]

Cecily A. Dumas [email protected]; [email protected]

Michael J. Edelman [email protected]; [email protected]; [email protected]

Alan W. Forsley [email protected]; [email protected]; [email protected]; [email protected]

Amir Gamliel [email protected]; [email protected]; [email protected]

Jonathan L. Gerber [email protected]; [email protected]

Robert P. Goe [email protected]; [email protected]; [email protected]

David M. Guess [email protected] Brian D. Huben [email protected];

[email protected] Allison B. Hudson [email protected];


Talin Keshishian [email protected]; [email protected] Michael D. Kibler [email protected];

[email protected]; raul.duran@stblawcom

Daniel J. McCarthy [email protected]; [email protected]; [email protected]

Thor D. McLaughlin [email protected]; [email protected]

Joshua M. Mester [email protected]





EAST\180962167.1

Malcolm D. Minnick [email protected]; [email protected]

Daniel T. Moss [email protected]; [email protected]

Scott H. Olson [email protected]; [email protected]; [email protected]; [email protected]

R. Gibson Pagter [email protected]; [email protected]; [email protected]

Kathy Bazoian Phelps [email protected]; [email protected]

Samuel Price [email protected]; [email protected]

Oscar D. Ramallo [email protected] Michael B. Reynolds [email protected]; [email protected] Paul A. Rigali [email protected]; [email protected];

[email protected] David M. Riley [email protected];

[email protected] Caroline A. Sayers [email protected] Alan D. Smith [email protected];


Randye B. Soref [email protected]; [email protected]; [email protected]

United States Trustee [email protected] Philip S. Warden [email protected];


Jessica Wellington [email protected]; [email protected]





EAST\180962167.1

20 Largest Creditors Served via Electronic Mail

Bombardier Aerospace Corporation

Attn.: Matthew S. Walker Email: [email protected]

Attn.: Andrew Troop Email: [email protected]

Attn.: Carolina A. Fornos Email: [email protected]

Attn.: Brian L. Beckerman Email: [email protected]

Attn.: Eric Fishman Email: [email protected]

Rolls-Royce Deutschland Ltd & Co KG

Attn.: Paul Laurin Email: [email protected]

Attn.: Michael K. McCrory Email: [email protected]

Attn.: Jonathan Sundheimer Email: [email protected]

World Fuel Services, Inc.

Attn.: Calvin Chia Email: [email protected]

Attn.: Randye Soref Email: [email protected]

Attn.: Justin Edelson Email: [email protected]

CAE Simuflite, Inc.

Attn.: Rebecca J. Winthrop Email: [email protected]

Rainbow Aviation Limited

Attn.: Benedict Tan Email: [email protected]

Attn.: Dawn M. Coulson Email: [email protected]

Corporate Jet Support

Attn.: Whitne Keenan Email: [email protected]

Hongkong & Shanghai Banking Corp Ltd.

Attn.: Jennifer W. Crastz Email: [email protected]

Associated Energy Group, LLC (AEG Fuel)

Attn.: Christopher Clementi Email: [email protected]

Attn.: Jack Praetzellis Email: [email protected]

Universal Weather & Aviation Inc. (UWA) and Universal Fuels, Inc. (UVAir)

Attn.: Jeanne M. Jorgensen Email: [email protected]

Wex Bank

Attn.: Kiran Patel Email: [email protected]





EAST\180962167.1


Hanergy [Yoda Aviation]

Attn.: John Zhang Email: [email protected]

UVAir European Fuelling Services Ltd


Eurocontrol

Attn.: Nancy Coveliers Email: [email protected]

[email protected]

Festin Management, SN 1360 LLC, and SN 1372 LLC

Attn.: Daniel J. McCarthy, Esq. Email: [email protected]

Attn.: James Torrey at Jimmy Jets Email: [email protected]

Tongda Air Service

Attn.: Fuhua Mansion Email: [email protected]

Jeppesen Sanderson, Inc.

Attn.: Doris Fuller Email: [email protected]

ARINC Direct, LLC

Attn.: Victor A. Vilaplana Email: [email protected]

Attn.: Erika L. Morabito Email: [email protected]

Attn.: Brittany J. Nelson Email: [email protected]

Aircraft Finance and Aircraft Lease Parties by Electronic Mail

(if not listed above)

Argus Marine Ventures, Ltd.

Attn.: Stephen G. Larson Email: [email protected]

Jet Support Services (JSSI)

Attn.: Richard Schumacher Email: [email protected]





EAST\180962167.1

AVIC International Leasing Co., Ltd.

Attn.: Wayne Wong Email: [email protected]

Attn.: Robert J. Labate Email: [email protected]

Attn.: Alan J. Watson Email: [email protected]

Tony Robbins Productions, Inc.

Attn.: Alan I. Nahmias Email: [email protected]

Attn.: Stephen F. Biegenzahn Email: [email protected]

Big Fly LLC

Attn.: Michael D. Breslauer Email: [email protected]

Ample United Limited

Attn.: William W. Huckins Email: [email protected]

Attn.: Michael S. Greger Email: [email protected]

TVPX ARS, Inc.

Attn.: David Wall Email: [email protected]

PTJ Associates LLC

Attn.: Stephen Hofer Email: [email protected]

Jet Aviation

Attn.: Sarah R. Borders Email: [email protected]

ECN Capital Corp. and ECN Aviation, Inc. (f/k/a Element Aviation, Inc.)

Attn.: Michael O’Keefe Email: [email protected]

Attn.: Cecily A. Dumas Email: [email protected]

Yuntian 3 Leasing Company Limited and Yuntian 4 Leasing Company Limited

Attn.: Joshua M. Mester Email: [email protected]

Attn.: Dan T. Moss Email: [email protected]





EAST\180962167.1

Other Requests for Service by Electronic Mail

The Debtors (Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd.)

Attn.: John-Patrick M. Fritz Email: [email protected]

Attn.: Juliet Y. Oh Email: [email protected]

Attn.: Ron Bender Email: [email protected]

The Li Entities (Truly Great Global, Ltd., Universal Leader Investment Ltd., and Glove Assets Investment Ltd.)

Attn.: Michael L. Bernstein Email: [email protected]

Attn.: Charles A. Malloy Email: [email protected]

Attn.: Lisa Hill Fenning Email: [email protected]

Attn.: Tiffany M. Ikeda Email: [email protected]

United States Trustee

Attn.: Dare Law Email: [email protected]

Attn.: Ron Maroko Email: [email protected]

New Jubilee Global Limited

Attn.: Michael B. McCollum Email: [email protected]

Export Development Canada

Attn.: Jeff Blattman Email: [email protected]

Bank of Utah

Attn.: Colleen Schulthies Email: [email protected]

Silver Lake Technology Management, L.L.C.

Attn.: Michael D. Kibler Email: [email protected]

New Target Investments Limited

Attn: Michael Lubic Email: [email protected]





EAST\162409647.1

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: DLA Piper LLP (US)

2000 Avenue of the Stars, Suite 400 North Tower Los Angeles, CA 90067-4704

A true and correct copy of the foregoing document entitled Declaration That No Party Requested a Hearing on Motion will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On June 3, 2021, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: John-Patrick M. Fritz Zetta Jet USA, Inc. [email protected] Juliet Y. Oh Zetta Jet USA, Inc. [email protected] Ron Bender Zetta Jet USA, Inc. [email protected] Jeanne M. Jorgensen Universal Weather & Aviation, Inc. [email protected] Jeanne M. Jorgensen Universal Fuels, Inc. [email protected] Dawn M. Coulson Scout Aviation II, LLC [email protected] William W. Huckins Ample United Limited [email protected] Michael S. Greger Ample United Limited [email protected] Matthew S. Walker Bombardier Aerospace [email protected] Andrew Troop Bombardier Aerospace [email protected] Alan I. Nahmias NEF Request [email protected] Mary H. Rose NEF Request [email protected] Michael D. Breslauer Big Fly LLC [email protected] Stephen F. Biegenzahn NEF Request [email protected] David W. Meadows NEF Request [email protected] Dare Law U.S. Trustee [email protected] Tiffany M. Ikeda Li Entities [email protected];


Michael B. Lubic New Target Investments Limited [email protected] Nolan Thomas New Target Investments Limited [email protected] Victor A. Vilaplana ARINC Direct, LLC [email protected] Jeffrey N. Pomerantz Creditor Committee [email protected] John W. Lucas Creditor Committee [email protected] Paul Laurin Rolls-Royce Deutschland [email protected] Rebecca J. Winthrop CAE SimuFlite, Inc. [email protected] Scott M. Ewing Rust Consulting/Omni Bankruptcy [email protected]; [email protected] Kristina S. Azlin [email protected];

[email protected] Tanya Behnam [email protected];


Jonathan Boustani [email protected] J. Scott Bovitz Fee Examiner [email protected] Brian K. Condon [email protected] Jamie L. Edmonson [email protected]; [email protected]





EAST\162409647.1

2. SERVED BY UNITED STATES MAIL: On June 3, 2021, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Festin Management Corp., SN 1360 LLC, SN 1372 LLC Attn.: Daniel J. McCarthy, Esq. Hill, Farrer & Burrill LLP One California Plaza, 37th Floor 300 South Grand Avenue Los Angeles, California 90071

Festin Management Corp., SN 1360 LLC, SN 1372 LLC Attn.: James Torrey Jimmy Jets 2808 Northeast First Avenue Wilton Manors, Florida 33334

☐ Service information continued on attached page

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on June 3, 2021, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

VIA HAND DELIVERY

VIA ELECTRONIC MAIL

(Party, who is being served if different, and email address for each)


I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

June 3, 2021 William L. Countryman, Jr. /s/ William L. Countryman, Jr.Date Printed Name Signature




EAST\162409647.1

TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) (Continued):

Matthew A. Lesnick NEF Request [email protected] Daniel H. Slate NEF Request [email protected] Douglas A. Plazak NEF Request [email protected] Ron Maroko US Trustee [email protected] Robert Labate AVIC International Leasing Co. Ltd. [email protected] Alan J. Watson AVIC International Leasing Co. Ltd. [email protected] Michael McCollum New Jubilee Global Limited [email protected] Blake J. Lindemann NEF Request [email protected] Sabari Mukherjee NEF Request [email protected] Corey R. Weber NEF Request (Brutzkus Gubner) [email protected]; [email protected] Robyn B. Sokol NEF Request (Brutzkus Gubner) [email protected]; [email protected];

[email protected] David J. Richardson NEF Request (Baker Hostetler LLP) [email protected] Sara Chenetz [email protected];


Leslie A. Cohen [email protected]; [email protected]; [email protected]

Aaron S. Craig [email protected]; [email protected]; [email protected]; [email protected]

Scott D. Cunningham [email protected]; [email protected]

Cecily A. Dumas [email protected]; [email protected]

Michael J. Edelman [email protected]; [email protected]; [email protected]

Alan W. Forsley [email protected]; [email protected]; [email protected]; [email protected]

Amir Gamliel [email protected]; [email protected]; [email protected]

Jonathan L. Gerber [email protected]; [email protected]

David M. Guess [email protected] Brian D. Huben [email protected];

[email protected] Allison B. Hudson [email protected];


Talin Keshishian [email protected]; [email protected] Michael D. Kibler [email protected];

[email protected]; raul.duran@stblawcom

Daniel J. McCarthy [email protected]; [email protected]; [email protected]

Thor D. McLaughlin [email protected]; [email protected]

Joshua M. Mester [email protected] Malcolm D. Minnick [email protected];

[email protected]




EAST\162409647.1

Daniel T. Moss [email protected]; [email protected]

Scott H. Olson [email protected]; [email protected]; [email protected]; [email protected]

R. Gibson Pagter [email protected]; [email protected]; [email protected]

Kathy Bazoian Phelps [email protected]; [email protected]

Samuel Price [email protected]; [email protected]

Oscar D. Ramallo [email protected] Michael B. Reynolds [email protected]; [email protected] Paul A. Rigali [email protected]; [email protected];

[email protected] David M. Riley [email protected];

[email protected] Caroline A. Sayers [email protected] Alan D. Smith [email protected];


Randye B. Soref [email protected]; [email protected]; [email protected]

United States Trustee [email protected] Philip S. Warden [email protected];


Jessica Wellington [email protected]; [email protected]


Bombardier Aerospace Corporation

Attn.: Matthew S. Walker Email: [email protected]

Attn.: Andrew Troop Email: [email protected]

Attn.: Carolina A. Fornos Email: [email protected]

Attn.: Brian L. Beckerman Email: [email protected]

Attn.: Eric Fishman Email: [email protected]

Rolls-Royce Deutschland Ltd & Co KG

Attn.: Paul Laurin Email: [email protected]

Attn.: Michael K. McCrory Email: [email protected]

Attn.: Jonathan Sundheimer Email: [email protected]




EAST\162409647.1


World Fuel Services, Inc.

Attn.: Calvin Chia Email: [email protected]

Attn.: Randye Soref Email: [email protected]

Attn.: Justin Edelson Email: [email protected]

CAE Simuflite, Inc.

Attn.: Rebecca J. Winthrop Email: [email protected]

Rainbow Aviation Limited

Attn.: Benedict Tan Email: [email protected]

Attn.: Dawn M. Coulson Email: [email protected]

Corporate Jet Support

Attn.: Whitne Keenan Email: [email protected]

Hongkong & Shanghai Banking Corp Ltd.

Attn.: Jennifer W. Crastz Email: [email protected]

Associated Energy Group, LLC (AEG Fuel)

Attn.: Christopher Clementi Email: [email protected]

Attn.: Jack Praetzellis Email: [email protected]

Universal Weather & Aviation Inc. (UWA) and Universal Fuels, Inc. (UVAir)


Wex Bank

Attn.: Kiran Patel Email: [email protected]

Hanergy [Yoda Aviation]

Attn.: John Zhang Email: [email protected]

UVAir European Fuelling Services Ltd


Eurocontrol

Attn.: Paul Sanze Email: [email protected]

Festin Management, SN 1360 LLC, and SN 1372 LLC

Attn.: Daniel J. McCarthy, Esq. Email: [email protected]

Attn.: James Torrey at Jimmy Jets Email: [email protected]




EAST\162409647.1


Tongda Air Service

Attn.: Fuhua Mansion Email: [email protected]

Jeppesen Sanderson, Inc.

Attn.: Doris Fuller Email: [email protected]

ARINC Direct, LLC

Attn.: Victor A. Vilaplana Email: [email protected]

Attn.: Erika L. Morabito Email: [email protected]

Attn.: Brittany J. Nelson Email: [email protected]

Aircraft Finance and Aircraft Lease Parties by Electronic Mail

(if not listed above)

Argus Marine Ventures, Ltd.

Attn.: Stephen G. Larson Email: [email protected]

Jet Support Services (JSSI)

Attn.: Richard Schumacher Email: [email protected]

AVIC International Leasing Co., Ltd.

Attn.: Wayne Wong Email: [email protected]

Attn.: Robert J. Labate Email: [email protected]

Attn.: Alan J. Watson Email: [email protected]

Tony Robbins Productions, Inc.

Attn.: Alan I. Nahmias Email: [email protected]

Attn.: Stephen F. Biegenzahn Email: [email protected]

Big Fly LLC

Attn.: Michael D. Breslauer Email: [email protected]

Ample United Limited

Attn.: William W. Huckins Email: [email protected]

Attn.: Michael S. Greger Email: [email protected]

TVPX ARS, Inc.

Attn.: David Wall Email: [email protected]

PTJ Associates LLC

Attn.: Stephen Hofer Email: [email protected]




EAST\162409647.1

Jet Aviation

Attn.: Sarah R. Borders Email: [email protected]

ECN Capital Corp. and ECN Aviation, Inc. (f/k/a Element Aviation, Inc.)

Attn.: Michael O’Keefe Email: [email protected]

Attn.: Cecily A. Dumas Email: [email protected]

Yuntian 3 Leasing Company Limited and Yuntian 4 Leasing Company Limited

Attn.: Joshua M. Mester Email: [email protected]

Attn.: Dan T. Moss Email: [email protected]

Other Requests for Service by Electronic Mail

The Debtors (Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd.)

Attn.: John-Patrick M. Fritz Email: [email protected]

Attn.: Juliet Y. Oh Email: [email protected]

Attn.: Ron Bender Email: [email protected]

The Li Entities (Truly Great Global, Ltd., Universal Leader Investment Ltd., and Glove Assets Investment Ltd.)

Attn.: Michael L. Bernstein Email: [email protected]

Attn.: Charles A. Malloy Email: [email protected]

Attn.: Lisa Hill Fenning Email: [email protected]

Attn.: Tiffany M. Ikeda Email: [email protected]

United States Trustee

Attn.: Dare Law Email: [email protected]

Attn.: Ron Maroko Email: [email protected]

New Jubilee Global Limited

Attn.: Michael B. McCollum Email: [email protected]

Export Development Canada

Attn.: Jeff Blattman Email: [email protected]

Bank of Utah

Attn.: Colleen Schulthies Email: [email protected]




EAST\162409647.1

Silver Lake Technology Management, L.L.C.

Attn.: Michael D. Kibler Email: [email protected]

New Target Investments Limited

Attn: Michael Lubic Email: [email protected]


Case 2:17-bk-21386-SK Doc 1509 Filed 06/04/21 Entered 06 ...

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Transcript of Case 2:17-bk-21386-SK Doc 1509 Filed 06/04/21 Entered 06 ...