shl Doc 1794 Filed 05/23/17 Entered 05/23/17 17:34:00 Main Document Pg 1 of 33. In re : Chapter 11 Case No.

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1 Pg 1 of 33 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : Chapter 11 Case No., : (SHL) Debtors. 1 : (Jointly Administered) x FOURTEENTH MONTHLY FEE STATEMENT OF KPMG LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS TAX CONSULTANT TO THE DEBTORS FOR THE PERIOD FROM APRIL 1, 2017 THROUGH APRIL 30, 2017 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for Which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable, and Necessary: KPMG LLP The Debtors March 23, 2016, nunc pro tunc to February 25, 2016 $ 268, Less 20% Holdback: $ 53, Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $ 0.00 Total Fees and Expenses Due: $ 214, The Debtors in these chapter 11 cases are the following entities: Republic Airways Services, Inc.; Shuttle America Corporation; Republic Airline Inc.; Republic Airways Holdings Inc.; Midwest Air Group, Inc.; Midwest Airlines, Inc.; and Skyway Airlines, Inc. The Debtors employer tax identification numbers and addresses are set forth in their respective chapter 11 petitions.

2 Pg 2 of 33 EXHIBIT A Summary Of Hours and Discounted Fees Incurred By Professional Professional Person Position & Department Total Billed Hours Hourly Billing Rate Total Compensation Blumenreich, Richard G. Principal -WNT 3.5 $ 858 $ 3, Corwin, Erik H. Principal -WNT 20.5 $ 858 $ 17, Vance, Scott Principal -WNT 9.0 $ 858 $ 7, Woll, Christopher W. Partner - M&A 16.7 $ 840 $ 14, Alexander, Susan R. Partner - Fed 3.0 $ 150 $ Fitzpatrick, Catherine Managing Director - WNT 0.5 $ 788 $ Geracimos, John N. Managing Director - WNT 3.0 $ 788 $ 2, Reiter, Mathias T. Director - M&A 3.8 $ 718 $ 2, Plangman, Monica Associate Director - R&B 1.8 $ 298 $ Gilbride, Timothy Sr. Manager - WNT 1.0 $ 770 $ Kehl, Donald E. Sr. Manager - BTS 1.4 $ 150 $ Leonard, Tamara J. Sr. Manager - Fed 1.3 $ 150 $ Friestedt, Theia A. Sr. Manager - M&A 0.7 $ 718 $ Graf, Elliot J. Sr. Manager - EVS 0.5 $ 615 $ Dexter, Jason D. Manager - WNT $ 700 $ 186, Janssen, Cari Manager - M&A 28.9 $ , Coman, Jack Manager - BTS 17.1 $ 150 $ 2, Chaklos, Jonathon J. Sr. Associate - M&A 22.0 $ 490 $ 10, $ (1) Benson, Jordan B. Sr. Associate - M&A 2.0 $ 490 $ Wan, Fiona Sr. Associate - BTS 53.8 $ 150 $ 8, Hu, Jia Associate - WNT 35.5 $ 315 $ 11, Crahan, Caleb S. Associate - EVS 3.0 $ 270 $ Gross, Taylor Associate - BTS 51.9 $ 150 $ 7, Garza, Juanita F. Associate - R&B 35.8 $ 193 $ 6, Viswanathan, Vijisha Paraprofessional 2.5 $ 193 $ Total Hours and Fees $ 303, (2) Total Hourly Fees $ 303, Voluntary Discount - Exhibit D1 $ (35,000.00) (3) Subtotal all Fees $ 268, Out of Pocket Expenses $ - Total Fees and Out of Pocket Expenses $ 268, less Holdback Adjustment (20%) $ (53,681.70) Net Requested Fees & Out of Pocket Expenses $ 214, Discounted Blended Rate $ (1) (2) (3) - Rate increase for C. Janssen due to promotion from Sr. Associate to Manager on 10/01/16. - Rate increase for J. Benson due to promotion from Associate to Sr. Associate on 10/01/16. - Please see exhibit D1 for additional information. KPMG LLP Monthly Fee Statement Page 1 of 32

3 Pg 3 of 33 EXHIBIT B Summary of Hours and Discounted Fees Incurred by Category Matter Description Exhibit Total Billed Hours Total Fees Requested Bankruptcy Tax Consulting Services D $ 240, Retention Services D2 0.0 $ - Fee Preparation Services D $ 7, Tax Consulting Services D4 0.0 $ - Non Working Travel Time D5 0.0 $ - Economic and Valuation Services D6 3.5 $ 1, Tax Compliance D $ 19, Tax Consulting Services D8 0.0 $ - Total $ 268, KPMG LLP Monthly Fee Statement Page 2 of 32

4 Pg 4 of 33 EXHIBIT C Summary of Out of Pocket Expenses Category Amount Airfare $ - Lodging $ - Meals $ - Ground Transportation $ - Miscellaneous $ - Total $ - KPMG LLP Monthly Fee Statement Page 3 of 32

5 Pg 5 of 33 EXHIBIT C1 Detail of Out of Pocket Expenses Name Date Description Amount Air Fare Subtotal $ - Lodging Subtotal $ - Meals Subtotal $ - Ground Transportation Subtotal $ - Miscellaneous Subtotal $ - Total Out of Pocket Expenses $ - KPMG LLP Monthly Fee Statement Page 4 of 32

6 Pg 6 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Dexter, Jason D. 1-Apr-17 Review PLR focusing on RJET specifics for incorporation into memos. (.6) Review comprehensive tax memo to determine whether it treats the lease rejection damages as actual, incidental, consequential, or liquidated for incorporation into all events write up memos. (2.9) Dexter, Jason D. 1-Apr-17 Perform research concurrently reviewing various case law and administrative authorities regarding how the economic performance requirement and the all events test is applied to general unsecured claims in bankruptcy cases focusing on RJET specifics to incorporate into all events write up memos. Dexter, Jason D. 2-Apr-17 Continue to perform research concurrently reviewing various case law and administrative authorities regarding how the economic performance requirement and the all events test is applied to general unsecured claims in bankruptcy cases focusing on RJET specifics to incorporate into memos. (2.5) Revise economic performance and all events write-up for ERJ 145 leased aircraft from GECAS (4.4) Chaklos, Jonathon J. 3-Apr-17 Correspondence with KPMG staff regarding conversion of Prime Clerk December invoice from PDF to Excel. Friestedt, Theia A. 3-Apr-17 Finalize "Tax Issues Associated with the Deduction of Certain Liabilities in Bankruptcy" memorandum with last comments received from T. Kamm (RJET). Dexter, Jason D. 3-Apr-17 Revise economic performance and all events write-up for ERJ 145 leased aircraft from Dougherty to incorporate research and additional data as of 04/03/17. Janssen, Cari 3-Apr-17 Perform research regarding month-to-month leases issue for invoice organizer. (1.8) Updates to sign dates / expirations dates in invoice organizer after comments from T. Kamm (RJET) (1.1) Dexter, Jason D. 3-Apr-17 Revise economic performance and all events write-up for Q400 leased aircraft from NAC to incorporate additional research as of 04/03/17. (2.0) Revise economic performance and all events write up for E175 leased aircraft from MetLife to incorporate additional research as of 04/03/17. (2.0) Dexter, Jason D. 3-Apr-17 Revise economic performance and all events write-up for ERJ 145 leased aircraft from Residco to incorporate additional research as of 04/03/17. (2.1) Revise economic performance and all events write-up for E170 leased aircraft from DBD Mesa/Falko to incorporate additional research as of 04/03/17. (2.0) Woll, Christopher W. 4-Apr-17 Partner review of Liabilities subject to compromise (LSTC) memo. 3.5 $ 700 $ 2, $ 700 $ 2, $ 700 $ 4, $ 490 $ $ 718 $ $ 700 $ 1, $ 578 $ 1, $ 700 $ 2, (1) 4.1 $ 700 $ 2, (1) 0.4 $ 840 $ KPMG LLP Monthly Fee Statement Page 5 of 32

7 Pg 7 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Janssen, Cari 4-Apr-17 Continue to perform research regarding month-tomonth leases issue for invoice organizer. Dexter, Jason D. 4-Apr-17 Continue to revise economic performance and all events write-up for E170 leased aircraft from Dougherty. Dexter, Jason D. 4-Apr-17 Continue to revise economic performance and all events write up for E170 leased aircraft from GECAS. Viswanathan, Vijisha 4-Apr-17 Following discussion with J. Chaklos (KPMG), conversion of Prime Clerk December invoice from PDF to Excel to aide in allocating for the costs and analysis. Chaklos, Jonathon J. 4-Apr-17 Updating the December invoice for Prime Clerk concurrently allocating cost line items to determine whether the particular cost should be capitalized, deducted, or amortized. Dexter, Jason D. 4-Apr-17 Perform research utilizing various authorities for treating rent credits as an accession to wealth with a full offsetting deduction focusing on RJET specifics to incorporate into all events write up memos. (4.6) Continue to revise write-up for tax treatment of rent credits received during the bankruptcy incorporating additional information from research. (1.1) Dexter, Jason D. 5-Apr-17 Revise write-up for tax treatment of rent credits received during the bankruptcy, including timing of income inclusion and deductibility of rent (full rent deduction vs. net rent deduction). Dexter, Jason D. 6-Apr-17 Revise tax treatment of original leases from MetLife under sections 461/467. Vance, Scott 6-Apr-17 Specialist review of E170/Falko tax accounting methods issues per request of J. Dexter (KPMG). Janssen, Cari 6-Apr-17 Updating counter party invoice organizer allocation schedule to match 2016's final allocation schedule concurrently relinking all of the sheets in the counter party file (3.0) Preparing each counter party invoice organizer allocation schedule for client presentation. (3.5) Janssen, Cari 7-Apr-17 Finalize the counter party file summary schedule (1.5) Confirm that the allocation schedule with summary match the counter party file. (1.5) Call with C. Janssen and J. Chaklos (both KPMG) regarding changes to the Katten invoice needed to complete the counter party file. (.5) Review concurrently finalizing changes to Katten invoice allocations for October (1.0) and September (1.0). 1.2 $ 578 $ $ 700 $ 1, (1) 2.1 $ 700 $ 1, (1) 2.5 $ 193 $ $ 490 $ 1, $ 700 $ 3, $ 700 $ 1, $ 700 $ 1, $ 858 $ $ 578 $ 3, $ 578 $ 3, KPMG LLP Monthly Fee Statement Page 6 of 32

8 Pg 8 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Chaklos, Jonathon J. 7-Apr-17 Call with C. Janssen and J. Chaklos (both KPMG) regarding changes to the Katten invoice needed to complete the counter party file. (.5) Allocating the Katten Munchin invoices for February (.8), March (.8), April (.7), May (.7), June (.7), July (.7), August (.7), September (.8), October (.8) and November (.8) to determine whether costs are deductible, capital, or amortizable based on review comments provided by C. Janssen (KPMG), while also allocating to particular lenders and lessors when applicable. Dexter, Jason D. 8-Apr-17 Review, concurrently revising summary of leaserelated calculations for tax return. Dexter, Jason D. 9-Apr-17 Continue to review, concurrently revising summary of lease-related calculations for tax return. Dexter, Jason D. 10-Apr-17 Revise tax treatment of original leases from MetLife under sections 461/467. (1.3) Revise tax treatment of rent accrued during section 1110(b) period for leases from MetLife. (2.3) Draft tax treatment of rent accrued vs. rent paid regarding MetLife leases. (1.4) Continue to review concurrently revising summary of lease-related calculations for tax return. (3.6) Geracimos, John N. 11-Apr-17 Discussion with J. Geracimos, T. Gilbride, and J. Dexter (all KPMG) regarding costs to amend leases (a)-4. Gilbride, Timothy 11-Apr-17 Discussion with J. Geracimos, T. Gilbride, and J. Dexter (all KPMG) regarding costs to amend leases (a)-4. Dexter, Jason D. 11-Apr-17 Discussion with J. Geracimos, T. Gilbride, and J. Dexter (all KPMG) regarding costs to amend leases (a)-4. Janssen, Cari 11-Apr-17 Drafting technical to J. Geracimos (KPMG WNT) regarding month-to-month leases and amortization of costs associated. Dexter, Jason D. 11-Apr-17 Revise tax treatment of cure amount for MetLife leases. (3.9) Revise tax treatment of cure amount for DBD Mesa LLC. (Falko Lease) (3.6) Draft to S. Vance (KPMG) regarding review of leasing memos (.6) Reiter, Mathias T. 12-Apr-17 Discussion on open matter with M. Reiter (KPMG) and T. Kamm (RJET) (.2) and finalize CHQ restructuring memo discussing certain cancellation of indebtedness consequences (.5) Janssen, Cari 12-Apr-17 Reviewing correspondence from J. Geracimos (KPMG WNT) regarding from previous day on month to month leases (.3) Drafting response to C. Fitzgerald (KPMG WNT) regarding an opinion on accounting methods for treatment of month-to-month amortization (.7) Geracimos, John N. 12-Apr-17 Consideration of 1.263(a)-4 issues per request of C. Janssen (KPMG). 8.0 $ 490 $ 3, $ 700 $ 3, $ 700 $ 3, $ 700 $ 6, $ 788 $ $ 770 $ $ 700 $ $ 578 $ 1, $ 700 $ 5, $ 718 $ $ 578 $ $ 788 $ 1, KPMG LLP Monthly Fee Statement Page 7 of 32

9 Pg 9 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Dexter, Jason D. 12-Apr-17 Drafting memoranda explaining the U.S. federal income tax treatment of rejecting the Q400 leases from NAC, and assuming / assigning to NAC the Q400 leases to Flybe. Janssen, Cari 13-Apr-17 Draft correspondence with KPMG team regarding outstanding items on Bankruptcy Transaction Cost Analysis. Woll, Christopher W. 13-Apr-17 Call with C. Woll (KPMG) and T. Kamm (RJET) to discuss status and timing for completion of various tax workstreams. (.3) Call with M. Reiter, S. Alexander, C. Woll, W. Fan, and J. Coman (all KPMG) regarding bankruptcy tax adjustments. (.7) Reiter, Mathias T. 13-Apr-17 Call with M. Reiter, S. Alexander, C. Woll, W. Fan, and J. Coman (all KPMG) regarding bankruptcy tax adjustments. (.7) Finalize CHQ restructuring memo (.5) and draft to T. Kamm (RJET) discussing certain cancellation of indebtedness consequences with revised memo (.1). Dexter, Jason D. 13-Apr-17 Revise tax treatment of rental agreements / rent expense regarding head lease of Q400 leases from NAC. (1.7) Revise tax treatment of rental agreements / rent expense regarding other lease of Q400 leases from NAC 21. (2.3) Dexter, Jason D. 13-Apr-17 Revise tax treatment of accrued rent vs. paid rent regarding head lease and other lease of Q400 leases from NAC and NAC 21. (1.8) Revise tax treatment of allowed claim regarding Falko leases from DBD Mesa LLC. (1.7) Revise tax treatment of allowed claim regarding MetLife leases. (1.5) Draft to R. Blumenreich (KPMG) regarding review of leasing memos (.2) Janssen, Cari 14-Apr-17 Reviewing from T. Kamm (RJET) and following up with Washington National Tax (WNT) team regarding new facts for month-to-month leases provided by the client. Vance, Scott 14-Apr-17 Perform principal level review concurrently revising E170 memo prepared by J. Dexter (KPMG). Dexter, Jason D. 14-Apr-17 Revise memo on tax treatment of rent accrued vs. rent paid regarding EI70 leases from GECAS (1.3) Revise memo on tax treatment of rental agreements / sublease income under Q400 subleases with NAC / Flybe. (2.8) Draft to S. Vance (KPMG) regarding review of leasing memos. (.1) Dexter, Jason D. 14-Apr-17 Revise memo on tax treatment of rental agreements / rent expense under EI70 leases from GECAS. (3.2) Revise memo on tax treatment of rent accrued during extension period regarding EI70 leases from GEGAS. (2.7) 3.5 $ 700 $ 2, $ 578 $ $ 840 $ $ 718 $ $ 700 $ 2, $ 700 $ 3, $ 578 $ $ 858 $ $ 700 $ 2, $ 700 $ 4, KPMG LLP Monthly Fee Statement Page 8 of 32

10 Pg 10 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Dexter, Jason D. 15-Apr-17 Revise tax treatment of rental agreements / rent expense regarding E170 lease from Dougherty. (3.6) Revise tax treatment of rent accrued vs. rent paid under E170 lease from Dougherty. (4.2) Dexter, Jason D. 16-Apr-17 Continue to revise tax treatment of rental agreements / rent expense regarding E170 lease from Dougherty. (2.1) Revise tax treatment of rent accrued vs. rent paid under E170 lease from Dougherty. (3.4) Revise tax treatment of rent accrued vs. rent paid under E170 leases from GECAS. (3.7) Corwin, Erik H. 17-Apr-17 Review from M. Reiter (KPMG) along with revised memo (.9), and draft to C. Woll and M. Reiter (both KPMG) with comments (.1). Call with C. Woll, E. Corwin and M. Reiter (all KPMG) regarding RJET withholding issues on claims distributions. (.4) Woll, Christopher W. 17-Apr-17 Call with C. Woll, E. Corwin and M. Reiter (all KPMG) regarding RJET withholding issues on claims distributions. (.4) and research regarding the same focusing on RJET specifics. (1.8) Review tax issues list provided by T. Kamm (RJET) to determine tax issues with payments and distributions made pursuant to the plan including withholding taxes (.9) Dexter, Jason D. 17-Apr-17 Revise tax treatment of allowed claim regarding E170 leases from GECAS. (1.3) Revise tax treatment of allowed claim regarding E170 lease from Dougherty. (2.4) Continue to revise tax treatment of rent accrued vs. rent paid under E170 lease from Dougherty. (2.0) Review holding of Iceland v. Commissioner to incorporate into memos. (.2) Dexter, Jason D. 17-Apr-17 Continue to revise tax treatment of rent accrued vs. rent paid under E170 leases from GECAS (4.9) Continue to revise tax treatment of rental agreements/rent expense regarding E170 lease from Dougherty (1.9) Continue to revise memo on tax treatment of rental agreements / rent expense under E170 leases from GECAS (1.9) Reiter, Mathias T. 18-Apr-17 Call with E. Corwin, M. Reiter, and C. Woll (all KPMG) regarding withholding issues and stock basis. Janssen, Cari 18-Apr-17 Reviewing concurrently responding to from J. Geracimos (KPMG WNT team) regarding month to month lease issue. Benson, Jordan B. 18-Apr-17 Map out stock basis impact of intercompany capitalization and discuss workpaper documentation of conclusions with J. Benson and C. Woll (both KPMG). 7.8 $ 700 $ 5, $ 700 $ 6, $ 858 $ 1, $ 840 $ 2, $ 700 $ 4, $ 700 $ 6, $ 718 $ $ 578 $ $ 490 $ KPMG LLP Monthly Fee Statement Page 9 of 32

11 Pg 11 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Vance, Scott 18-Apr-17 Conference call with J. Dexter and S. Vance (both KPMG) to discuss accruals memos. Dexter, Jason D. 18-Apr-17 Conference call with J. Dexter and S. Vance (both KPMG) to discuss accruals memos. Woll, Christopher W. 18-Apr-17 Call with E. Corwin, M. Reiter, and C. Woll (all KPMG) regarding withholding issues and stock basis. (.5) Perform research regarding withholding consequences of claims in bankruptcy. (1.4) Map out stock basis impact of intercompany capitalization and discuss workpaper documentation of conclusions with J. Benson and C. Woll (both KPMG). (.8) Corwin, Erik H. 18-Apr-17 Review withholding analysis (.7), search for models from other bankruptcies to incorporate (.2) and draft to C. Woll (KPMG) regarding Hold Harmless (HH) approach in Lehman bankruptcy (.1) Perform further analysis of withholding issue to prepare for call with T. Kamm (RJET) (.6) Call with E. Corwin, M. Reiter, and C. Woll (all KPMG) regarding withholding issues and stock basis. (.5) Draft with C. Woll (KPMG) to follow up with items discussed during call. (.1) Review concurrently revising C. Woll's (KPMG) draft of file (.7). Dexter, Jason D. 18-Apr-17 Continue to revise memo on tax treatment of rental agreements / rent expense under E170 leases from GECAS. (3.4) Continue to revise memo on tax treatment of rent accrued vs. rent paid regarding e170 leases from GECAS (1.9) Continue to revise tax treatment of rent accrued vs. rent paid under E170 lease from Dougherty. (1.8) Continue to revise tax treatment of allowed claim regarding E170 lease from Dougherty (1.7) Continue to revise tax treatment of allowed claim regarding E170 leases from GECAS. (1.4) Reiter, Mathias T. 19-Apr-17 Call with C. Woll, M. Reiter, E. Corwin, and J. Benson (all KPMG) to discuss settlement of RJET intercompany accounts and structuring opportunities. Corwin, Erik H. 19-Apr-17 Call with C. Woll, M. Reiter, E. Corwin, and J. Benson (all KPMG) to discuss settlement of RJET intercompany accounts and structuring opportunities. Woll, Christopher W. 19-Apr-17 Call with C. Woll, M. Reiter, E. Corwin, and J. Benson (all KPMG) to discuss settlement of RJET intercompany accounts and structuring opportunities. 2.0 $ 858 $ 1, $ 700 $ 1, $ 840 $ 2, $ 858 $ 2, $ 700 $ 7, $ 718 $ $ 858 $ $ 840 $ KPMG LLP Monthly Fee Statement Page 10 of 32

12 Pg 12 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Benson, Jordan B. 19-Apr-17 Call with C. Woll, M. Reiter, E. Corwin, and J. Benson (all KPMG) to discuss settlement of RJET intercompany accounts and structuring opportunities. (.8) Update tax basis for 2016 mergers and intercompany settlements (.4) Janssen, Cari 19-Apr-17 Finished reviewing, concurrently revising 2016 invoice organizer in preparation for delivery. Vance, Scott 19-Apr-17 Principal review while concurrently revising accruals memos for Falko (.5), Q400 (.5), Dougherty (.5), and GECAS (.5) leases prepared by J. Dexter (KPMG). Chaklos, Jonathon J. 19-Apr-17 Resolving variances concurrently updating Katten invoice in the counterparty invoice organizer file. Blumenreich, Richard G. 19-Apr-17 Specialist review of memos regarding leasing and accounting issues for Falco / MetLife concurrently providing comments to J. Dexter (KPMG). Corwin, Erik H. 19-Apr-17 Draft to C. Woll (KPMG) regarding finalized revised withholding tax file. (.2) Confer with M. Hoffenberg (KPMG) regarding tax consequences of settling intercompany accounts. (.5) Review -36(c) rules regarding settlement of intercompany accounts and Midwest liquidations (1.9) and draft to C. Woll (KPMG) regarding same (.1). Dexter, Jason D. 19-Apr-17 Continue to revise tax treatment of rental agreements / rent expense regarding amended leases with DBD Mesa LLC. (Falko Lease) E170 leased aircraft. Dexter, Jason D. 19-Apr-17 Review / apply regulations concurrently creating outline for tax treatment of rent accrued vs. rent paid regarding E175 MetLife leases specifically regarding the fact that payments exceeded accruals (1.0), the rules regarding whether there was a substantial modification of the rental agreements (1.2), whether the unaccrued rent expense was pre-modification rent (1.5), whether the unaccrued rent expense was postmodification rent (2.0), and omissions and duplications of rent under sec. 467 (1.9) Reiter, Mathias T. 20-Apr-17 Conference call with T. Kamm (RJET), C. Woll, E. Corwin, and M. Reiter (all KPMG) to discuss anticipated tax consequences of proposed intercompany balance and legal entity clean-up. Woll, Christopher W. 20-Apr-17 Conference call with T. Kamm (RJET), C. Woll, E. Corwin, and M. Reiter (all KPMG) to discuss anticipated tax consequences of proposed intercompany balance and legal entity clean-up. Corwin, Erik H. 20-Apr-17 Conference call with T. Kamm (RJET), C. Woll, E. Corwin, and M. Reiter (all KPMG) to discuss anticipated tax consequences of proposed intercompany balance and legal entity clean-up. 1.2 $ 490 $ $ 578 $ $ 858 $ 1, $ 490 $ $ 858 $ 2, $ 858 $ 2, $ 700 $ 3, $ 700 $ 5, $ 718 $ $ 840 $ $ 858 $ KPMG LLP Monthly Fee Statement Page 11 of 32

13 Pg 13 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Woll, Christopher W. 20-Apr-17 Draft responding to E. Corwin's (KPMG) regarding Lynx Liquidation. Corwin, Erik H. 20-Apr-17 Prepare for call with T. Kamm (RJET) by reviewing prior discussions regarding same. (.5) Draft to C. Woll (KPMG) regarding Lynx. (.1) Janssen, Cari 20-Apr-17 Converting new Katten invoice from PDF to excel for allocation (.8), updating counter party File allocation schedules to flow (1.5), reviewing concurrently revising changes to previous Katten invoice (1.0). Dexter, Jason D. 20-Apr-17 Continue revising tax treatment of rent accrued vs. rent paid regarding E175 MetLife leases specifically explaining that payments exceeded accruals (1.3), the rules regarding whether there was a substantial modification of the rental agreements (2.3), whether the unaccrued rent expense was pre-modification rent (3.1), whether the unaccrued rent expense was postmodification rent (2.0), and omissions / duplications of rent under sec. 467 (1.2). Corwin, Erik H. 21-Apr-17 Teleconference with C. Woll and E. Corwin (KPMG) regarding plan for s to client on Midwest Liquidations and Lynx. Fitzpatrick, Catherine 21-Apr-17 Discussion via with C. Janssen (KPMG) regarding the treatment of amounts incurred in the renegotiation of leases/agreements relating to hangar space at airports. Blumenreich, Richard G. 21-Apr-17 Specialist review of revised memos regarding leasing and accounting issues for Falco / MetLife concurrently providing comments to J. Dexter (KPMG). Chaklos, Jonathon J. 21-Apr-17 Updating Katten invoice allocations to categorize costs based on correspondence with client regarding invoice details. Dexter, Jason D. 21-Apr-17 Drafting memoranda explaining the U.S. federal income tax treatment of rejecting the Q400 leases from NAC, also, of assuming / assigning to NAC the Q400 subleases to Flybe. Dexter, Jason D. 22-Apr-17 Continue to revise memo regarding Dougherty ERJ145 lease regarding tax treatment of rental agreement (1.2), tax treatment of rents (2.3), rent paid vs. rent accrued (4.7), and tax treatment of allowed claim (3.4) Dexter, Jason D. 23-Apr-17 Continue to revise memo regarding GECAS ERJ145 leases for tax treatment of rental agreement (1.3), tax treatment of rents (2.3), rent paid vs. rent accrued (4.1) and tax treatment of allowed claim (3.3). 0.6 $ 840 $ $ 858 $ $ 578 $ 1, $ 700 $ 6, $ 858 $ $ 788 $ $ 858 $ $ 490 $ 1, $ 700 $ 2, $ 700 $ 8, $ 700 $ 7, KPMG LLP Monthly Fee Statement Page 12 of 32

14 Pg 14 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Woll, Christopher W. 24-Apr-17 Teleconference with C. Woll and E. Corwin (KPMG) regarding plan for s to client on Midwest Liquidations and Lynx. (.1) Perform Lynx Analysis of impact of liquidation on Net Operating Loss (NOL) position. (2.1) Corwin, Erik H. 24-Apr-17 Teleconference with C. Woll and E. Corwin (KPMG) regarding plan for s to client on Midwest Liquidations and Lynx. (.1) Perform research concurrently drafting for T. Kamm (RJET) regarding tax consequences of Midwest entities liquidation. (2.6) Chaklos, Jonathon J. 24-Apr-17 Updating Katten invoice allocations to categorize costs based on correspondence with client regarding invoice details. (3.1) Reconciling tying variances with the related invoices (1.9) Dexter, Jason D. 24-Apr-17 Continue to revise memo regarding GECAS ERJ145 leases for rent accrued vs. rent paid - payments exceeded accruals (4.8), rent accrued vs. rent paid - accruals exceeded payments (4.9), allowed claim (4.1), and settlement (1.4). Corwin, Erik H. 25-Apr-17 Teleconference with C. Woll (KPMG) regarding Lynx intercompanies. (.1) Further analysis of and call with M. Hoffenberg (KPMG) regarding approach to eliminating intercompanies (.3) Janssen, Cari 25-Apr-17 Manager review of Katten summary schedule for variances (.3) Updating allocations on Katten invoice (.7) Corwin, Erik H. 25-Apr-17 Review consolidated return rules in connection with analysis of Midwest entity liquidation / intercompany elimination (.8) and drafting of regarding Midwest entities liquidation to C. Woll (KPMG) (.7). Corwin, Erik H. 25-Apr-17 Review concurrently providing comments on C. Woll's (KPMG) regarding Lynx intercompanies including review of applicable consolidated return rules. (1.6) Draft to M. Hoffenberg (KPMG) regarding Lynx intercompanies. (.1) Hu, Jia 25-Apr-17 Schedule Q400: Updating the workbook data with additional information received as of 04/25/17. (1.7) Creating a summary page (.7) Incorporate dividing tabs between worksheets for the purpose of review. (.7) Corwin, Erik H. 25-Apr-17 Analysis of intercompany elimination and initial to T. Kamm (RJET) regarding approach to documenting elimination of intercompanies (.7) Review concurrently providing comments on C. Woll's (KPMG) to T. Kamm (RJET) regarding basis numbers giving effect to intercompanies elimination. (.4) Review concurrently providing comments on revised Lynx . (.8) 2.2 $ 840 $ 1, $ 858 $ 2, $ 490 $ 2, $ 700 $ 10, $ 858 $ $ 578 $ $ 858 $ 1, $ 858 $ 1, $ 315 $ $ 858 $ 1, KPMG LLP Monthly Fee Statement Page 13 of 32

15 Pg 15 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Dexter, Jason D. 25-Apr-17 Review large memo as well as court documents to locate / note discussion of Residco claim (3.5). Draft to C. Woll (KPMG) regarding if there has been a resolution of the Residco claim (.2). Woll, Christopher W. 25-Apr-17 Teleconference with C. Woll (KPMG) regarding Lynx intercompanies. (.1) Draft Lynx regarding liquidation of that entity and tax ramifications to T. Kamm (RJET) (2.1) Prepare Intercompany elimination tax analysis for T. Kamm (RJET) (2.4) Hu, Jia 25-Apr-17 Link comments from reviewers to correct cells. (.7) Ensure all linking is correctly pulling throughout the worksheets. (1.1) Prepare cover page with disclaimer (.4) Finalize all the worksheets concurrently ensuring all are consistent for presentation to client. (1.6) Perform revisions after J. Dexter's (KPMG) review and comments. (1.1) Dexter, Jason D. 25-Apr-17 Continue to revise Residco lease rejection memo for the discussion of rent expense (2.8), discussion of rental agreements (1.4), and discussion of rent accrued during extension period (3.9). Woll, Christopher W. 26-Apr-17 Partner review concurrently updating discussing tax impact of Midwest Liquidations and impact on tax attributes as requested by T. Kamm (RJET). Janssen, Cari 26-Apr-17 Incorporating additional service provider tabs for: Bank of NY Mellon (.7), Davis Polk (.7), and AP MA (.7) to cause allocation table to match summary table. Finalize and submit entire study for review to Partner. (.2) Vance, Scott 26-Apr-17 Discussion regarding review of Dougherty, GECAS), and RESIDCO ERJ145 memos prepared J. Dexter (KPMG) with J. Dexter and S. Vance (both KPMG). 3.7 $ 700 $ 2, $ 840 $ 3, $ 315 $ 1, $ 700 $ 5, $ 840 $ $ 578 $ 1, $ 858 $ 2, Dexter, Jason D. 26-Apr-17 Discussion with S. Vance (KPMG) regarding review of Dougherty, GECAS, and RESIDCO ERJ145 memos I prepared. Corwin, Erik H. 26-Apr-17 Draft to T. Kamm (RJET) regarding approach to eliminating intercompanies. (.6) Review concurrently revising draft to T. Kamm (RJET) regarding Midwest liquidations (1.2) and draft to C. Woll (KPMG) with draft attachment for comments / review. (.1) Incorporate C. Woll's (KPMG) revisions as well as additional changes to Midwest liquidations (1.1) Final review of Midwest liquidations (.2) and draft to C. Woll (KPMG) with finalized for forwarding onto client. (.1) 3.0 $ 700 $ 2, $ 858 $ 2, KPMG LLP Monthly Fee Statement Page 14 of 32

16 Pg 16 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Hu, Jia 26-Apr-17 Schedule RAI170: Updating the workbook data with additional information received as of 04/25/17. (.8) Creating a summary page (.7) Incorporate dividing tabs between worksheets for the purpose of review. (.7) Link comments from reviewers to correct cells. (.7) Ensure all linking is correctly pulling throughout the worksheets. (.9) Prepare cover page with disclaimer (.4) Finalize all the worksheets concurrently ensuring all are consistent for presentation to client. (1.1) Revisions after J. Dexter's (KPMG) review and comments. (.6) Hu, Jia 26-Apr-17 Schedule SA145: Updating the workbook data with additional information received as of 04/25/17. (1.1) Creating a summary page (.7) Incorporate dividing tabs between worksheets for the purpose of review. (.7) Link comments from reviewers to correct cells. (.7) Ensure all linking is correctly pulling throughout the worksheets. (.9) Prepare cover page with disclaimer (.4) Finalize all the worksheets concurrently ensuring all are consistent for presentation to client. (1.1) Revisions after J. Dexter's (KPMG) review and comments. (.5) Dexter, Jason D. 26-Apr-17 Utilizing court documents provided by J. Chaklos (KPMG), continue to revise Residco lease rejection memo to incorporate discussion of Residco claim. (2.9) Finalization of all workpapers with accompanying documentation (1.0) Review concurrently preparing comments of Q400 provision workpapers to J. Hu (KPMG) for presentation of numbers in workpapers. (2.6) Review concurrently preparing comments of updated Schedule RAI170 prepared by J. Hu (KPMG) for presentation of numbers in RAI 170 provision workpapers for files. (2.3) Review concurrently preparing comments of updated Schedule SA145 prepared by J. Hu (KPMG) for presentation of numbers in SA145 provision workpapers for files. (2.1) Dexter, Jason D. 27-Apr-17 Draft to T. Kamm (RJET) regarding draft of ERJ145 Dougherty Lease Memo. (.8) Draft to T. Kamm (RJET) regarding draft of Q400 lease memo and Q400 lease tax provision workpapers. (.8) Review concurrently providing comments to revised SA145 lease workpapers prepared by J. Hu (KPMG). (2.4) Review concurrently providing comments to revised RAI 170 lease workpapers prepared by J. Hu (KPMG). (1.8) Janssen, Cari 27-Apr-17 Prepare 2016 deliverables by comparing legal fee tracker to counter party invoices before combining into deliverable. 5.9 $ 315 $ 1, $ 315 $ 1, $ 700 $ 7, $ 700 $ 4, $ 578 $ KPMG LLP Monthly Fee Statement Page 15 of 32

17 Pg 17 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Hu, Jia 27-Apr-17 Schedule SA145: Updates to Schedule SA145 for additional information received as of 04/27/17. (1.0) Separate schedules SA145 for 3 counterparties (.7) Schedule RAI170: Updating the workbook data with additional information as of 04/27/17. (.8) Incorporate dividing tabs between worksheets for the purpose of review. (.8) Ensure all linking is correctly pulling throughout the worksheets. (.9) Prepare cover page with disclaimer (.4) Finalize all the worksheets concurrently ensuring all are consistent for presentation to client. (.9) Revisions after J. Dexter's (KPMG) review and comments. (.4) Create separate workbooks based on different counterparties. (.6) Dexter, Jason D. 28-Apr-17 Meeting with J. Hu and J. Dexter ( both KPMG) regarding lease schedules for: E170 aircraft (Dougherty / GECAS), E175 aircraft (MetLife), Q400 aircraft (NAC), E170 Aircraft (Falko), and ERJ145 aircraft (Dougherty / GECAS / Residco) (1.5) Review tax memo for E170 leased aircraft (Dougherty) specifically to tie out numbers to tax provision calculations in the tax provision workpapers for tax treatment of rental agreement/rent expense (1.3), tax treatment of rent accrued vs. rent paid (1.4), and tax treatment of allowed claim. (1.5) Manager review of Q400 lease workpapers tax provision calculations (1.7) Manager review of EI70 Dougherty lease workpapers tax provision calculations (1.6) Hu, Jia 28-Apr-17 Meeting with J. Hu and J. Dexter ( both KPMG) regarding lease schedules for: E170 aircraft (Dougherty / GECAS), E175 aircraft (MetLife), Q400 aircraft (NAC), E170 Aircraft (Falko), and ERJ145 aircraft (Dougherty / GECAS / Residco) (1.5) Schedule Q400: Additional updates after J. Dexter's (KPMG) review / comments to updated schedules. (.8) Updates to the counter party schedules. (2.8) RAI170: Additional updates after J. Dexter's (KPMG) review / comments to updated schedules. (1.9) Dexter, Jason D. 29-Apr-17 Review tax memo for E175 leased aircraft (MetLife) specifically: tie-out of numbers to workpapers (1.0), tax treatment of rental agreement / rent expense (.5), tax treatment of rent accrued vs. rent paid (.6), tax treatment of allowed claim (.5), tax treatment of cure amount (.4), and tax treatment of section 1110(b) period rent (.4). Dexter, Jason D. 29-Apr-17 Review of tax memo for E170 leased aircraft (GECAS) specifically for: tie-out of numbers to workpapers (1.1), tax treatment of rental agreement/rent expense (.8), tax treatment of rent accrued vs. rent paid (.8), and tax treatment of allowed claim (.8) 6.5 $ 315 $ 2, $ 700 $ 6, (1) 7.0 $ 315 $ 2, $ 700 $ 2, (1) 3.5 $ 700 $ 2, (1) KPMG LLP Monthly Fee Statement Page 16 of 32

18 Pg 18 of 33 EXHIBIT D1 Bankruptcy Tax Consulting Services Name Date Description Hours Rate Amount Dexter, Jason D. 29-Apr-17 Review of tax memo for Q400 leased aircraft (NAC) specifically for: tie-out of numbers to workpapers (1.2), and tax treatment of rental agreement / rent expense under head lease (1.1) Manager review of Republic ERJ 145 tax memo specifically for: facts section (.7), rent expense (1.5), extension period rent (.5), cash rebates (.5), payments exceeded accruals (.9), accruals exceeded payments (.8) and review of allowed claim (.5) 7.7 $ 700 $ 5, (1) Hu, Jia 29-Apr-17 Perform RAI170 schedules modification. 2.0 $ 315 $ Dexter, Jason D. 30-Apr-17 Review of tax memo for E170 leased aircraft (Falko) specifically regarding: original lease rent expense (.8), rent credits (.7), amended lease rent expense (.6), cure amount (.7), and claims (.7). Dexter, Jason D. 30-Apr-17 Review of tax memo for Q400 leased aircraft (NAC) specifically regarding: tax treatment of rental agreement / rent expense under other lease (.7), tax treatment of rental agreement / rent income under sublease, (.7), tax treatment of rent accrued vs. rent paid, including check numbers (1.1), and tax treatment of claims (1.0). Dexter, Jason D. 30-Apr-17 Additional review of Dougherty ERJ145 memo specifically relating to: rent expense (.6), rent accrued vs. rent paid (.6), and allowed claim (.8). Review Residco ERJ45 memo (1.6). Dexter, Jason D. 30-Apr-17 Review of Republic ERJ 145 review tax memo specifically related to: facts (.6), rent expense (.6), extension period rent (.4), cash rebates (.4), payments exceeded accruals (.6), accruals exceeded payments (.7), and allowed claim (.5). 3.5 $ 700 $ 2, (1) 3.5 $ 700 $ 2, (1) 3.6 $ 700 $ 2, (1) 3.8 $ 700 $ 2, (1) Subtotal Bankruptcy Tax Consulting Services $ 275, Voluntary Reduction $ (35,000.00) (1) Total Bankruptcy Tax Consulting Services $ 240, (1) Although KPMG believes that Mr. J. Dexter provided a service to RJET, KPMG is providing a voluntary reduction of $35, in fees associated with this professional in this monthly fee application. KPMG LLP Monthly Fee Statement Page 17 of 32

19 Pg 19 of 33 EXHIBIT D2 Retention Services Name Date Description Hours Rate Amount Total Retention Services 0.0 $ - KPMG LLP Monthly Fee Statement Page 18 of 32

20 Pg 20 of 33 EXHIBIT D3 Fee Preparation Services Name Date Description Hours Rate Amount Garza, Juanita F. 3-Apr-17 Update tax consulting exhibit after additional detail received from professionals as of 04/03/17 for inclusion in thirteenth monthly fee statement. (2.9) Update tax compliance exhibit after additional detail received from professionals as of 04/03/17 for inclusion in thirteenth monthly fee statement. (1.8) Update economic and valuation services exhibit after additional detail received from professionals as of 04/03/17 for inclusion in thirteenth monthly fee statement. (.4) Garza, Juanita F. 4-Apr-17 Review docket to note April 13th hearing to extend exclusivity for confirming plan and advise C. Woll (KPMG) of same. Garza, Juanita F. 4-Apr-17 Incorporate 12th monthly time detail for Tax Consulting exhibit into 4th interim fee exhibits. (.4) Incorporate 12th monthly time detail for Economic and Valuation Services exhibit into 4th interim fee exhibits. (.3) Incorporate 12th monthly fee detail for Tax Compliance into 4th interim fee exhibits. (.4) Garza, Juanita F. 4-Apr-17 Update Tax Consulting exhibit after additional detail received from professionals as of 04/04/17 for inclusion in thirteenth monthly fee statement. (3.6) Update Tax Compliance exhibit after additional detail received from professionals as of 04/04/17 for inclusion in thirteenth monthly fee statement. (1.9) Update Economic and Valuation Services exhibit after additional detail received from professionals as of 04/04/17 for inclusion in thirteenth monthly fee statement. (.4) Garza, Juanita F. 5-Apr-17 Update Tax Consulting exhibit after additional detail received from professionals as of 04/05/17. (3.3) Update Tax Compliance exhibit after additional detail received from professionals as of 04/05/17. (2.4) Update Fee Preparation Services exhibit after additional detail received from professionals as of 04/05/17. (2.6) Extract time detail from internal reports for professionals for time period of 03/01/17 through 03/31/17 to verify all hours to include in exhibits for thirteenth monthly fee statement for March. (.2) Garza, Juanita F. 6-Apr-17 Update Tax Consulting exhibit after additional detail received from professionals as of 04/06/17. (3.6) Update Economic and Valuation Services exhibit after additional detail received from professionals as of 04/06/17. (.9) Garza, Juanita F. 12-Apr-17 Update Tax Compliance exhibit after additional detail received from professionals as of 04/12/17 for inclusion in thirteenth monthly fee statement. (1.0) Prepare footnote for voluntary reduction for T. Friestedt (KPMG) as C. Woll (KPMG) requested voluntary reduction. (.2) 5.1 $ 193 $ $ 193 $ $ 193 $ $ 193 $ 1, $ 193 $ 1, $ 193 $ $ 193 $ KPMG LLP Monthly Fee Statement Page 19 of 32

21 Pg 21 of 33 EXHIBIT D3 Fee Preparation Services Name Date Description Hours Rate Amount Garza, Juanita F. 16-Apr-17 Update Tax Compliance exhibit after additional detail received from professionals as of 04/16/17 for inclusion in thirteenth monthly fee statement. Garza, Juanita F. 17-Apr-17 Update tax consulting exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (1.5) Update tax compliance exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (1.1) Update economic and valuation services exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (.4) Update Fee Preparation Services exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (.4) Garza, Juanita F. 18-Apr-17 Update tax consulting exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (1.5) Update tax compliance exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (.9) Update Fee Preparation Services exhibit after additional detail received from professionals as of 04/17/17 for inclusion in thirteenth monthly fee statement. (.5) Draft and forward draft of monthly fee exhibits to C. Woll and M. Reiter (both KPMG) for review / comments (.1) Draft and forward draft of monthly fee exhibits to M. Plangman (KPMG) for review / comments. (.1) Review / respond to from C. Woll (KPMG) confirming voluntary reduction (.1) Garza, Juanita F. 19-Apr-17 Review from M. Reiter (KPMG) regarding comments for the update of tax consulting exhibit after review. Plangman, Monica 20-Apr-17 Associate director review of monthly fee statement and concurrently provide comments. Plangman, Monica 21-Apr-17 Associate director review of final version of fee statement and concurrently provide comments. Garza, Juanita F. 21-Apr-17 Updates to exhibits after review and comments from C. Woll and M. Reiter (both KPMG). Garza, Juanita F. 24-Apr-17 Update exhibits after M. Plangman (KPMG) review / comments. (.2) Finalize cover letter and exhibits (.2) Draft to debtors counsel requesting service and filing (.1) 1.4 $ 193 $ $ 193 $ $ 193 $ $ 193 $ $ 298 $ $ 298 $ $ 193 $ $ 193 $ Total Fee Preparation Services 37.6 $ 7, KPMG LLP Monthly Fee Statement Page 20 of 32

22 Pg 22 of 33 EXHIBIT D4 Tax Consulting Services Name a Date bdescription Hoursd Rate e Amount Total Tax Consulting Services 0.0 $ - KPMG LLP Monthly Fee Statement Page 21 of 32

23 Pg 23 of 33 EXHIBIT D5 Non Working Travel Time Name a Date bdescription Hoursd Rate e Amount Subtotal - Non Working Travel Time 0.0 $ - less 50% rate reduction $ - Total Non Working Travel Time $ - KPMG LLP Monthly Fee Statement Page 22 of 32

24 Pg 24 of 33 EXHIBIT D6 Economic and Valuation Services Name a Date bdescription Hoursd Rate e Amount Graf, Elliot J. 19-Apr-17 Discussion with K. Mitchell (RJET), C. Crahan and E. Graf (both KPMG) covering a general update of how bankruptcy proceedings are going and determined a tentative timeline going forward. Crahan, Caleb S. 19-Apr-17 Discussion with K. Mitchell (RJET), C. Crahan and E. Graf (both KPMG) covering a general update of how bankruptcy proceedings are going and determined a tentative timeline going forward. Crahan, Caleb S. 24-Apr-17 Reviewed the engagement letter to maintain consistency in the fresh start valuation report (.8). Began structuring / writing the narrative for inclusion in the fresh start valuation report (1.5). Crahan, Caleb S. 25-Apr-17 Continue developing narrative for fresh start valuation report. 0.5 $ 615 $ $ 270 $ $ 270 $ $ 270 $ Total Economic and Valuation Services 3.5 $ 1, KPMG LLP Monthly Fee Statement Page 23 of 32

25 Pg 25 of 33 EXHIBIT D Tax Compliance Name a Date bdescription Hoursd Rate e Amount Leonard, Tamara J. 3-Apr-17 Discussion regarding Tennessee business tax with F. Wan, J. Coman, and T. Leonard (all KPMG). Wan, Fiona 3-Apr-17 Project discussions with F. Wan and J. Coman (both KPMG) regarding workpapers and return issues (.2) Discussion regarding Tennessee business tax with F. Wan, J. Coman, and T. Leonard (all KPMG) (.5) Coman, Jack 3-Apr-17 Project discussions with F. Wan and J. Coman (both KPMG) regarding workpapers and return issues (.2) Discussion regarding Tennessee business tax with F. Wan, J. Coman, and T. Leonard (all KPMG) (.5) Correspondence regarding timing/planning for work to be completed during the week with F. Wan (KPMG) (.3) Gross, Taylor 3-Apr-17 Reconciling depreciation reports to Trial Balance / Provision workpapers. (.9) Incorporating fixed asset information into the MidWest (.9), Shuttle (.9), Republic Airways Services, Inc. (RAS) (.9), and Republic Airways Inc. (1.1) tax return workpapers. Reviewing PY Skyway Airlines tax return with related workpapers for this entity in Orion. (.2) Inputting M-Adjustments for Lynx into OIT, so these adjustments will flow to the tax return. (.2) Kehl, Donald E. 4-Apr-17 Review auto-calculating M adjustments concurrently determining that the M's had all been imported in prior years as well as using the excel template to import. Gross, Taylor 4-Apr-17 Review OIT to ensure that the M-adjustments for Lynx were properly flowing to the return. (.2) Updates to the Lynx tax return in OIT. (.2) Research into the documentation necessary to create the proforma return for Skyway Airlines. (.2) Updating / rolling forward the apportionment workbooks for the eliminations, the consolidation, and the apportionment percentages on the other entities. (1.1) Updating the depreciation numbers in the M-adjustment workbooks for Republic Airways Inc. (.9), Republic Airways Holdings (.9), and Shuttle (.9) Reviewing the related depreciation workbooks concurrently reconciling the trial balance numbers to the amounts provided by the client. (1.2) Wan, Fiona 5-Apr-17 Communication with J. Coman (KPMG) regarding status of returns. (.3) Discussion with F. Wan and T. Gross (both KPMG) regarding proformas. (.2) 0.5 $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ KPMG LLP Monthly Fee Statement Page 24 of 32

26 Pg 26 of 33 EXHIBIT D Tax Compliance Name a Date bdescription Hoursd Rate e Amount Gross, Taylor 5-Apr-17 Discussion with F. Wan and T. Gross (both KPMG) regarding proformas. (.2) Finishing review of Republic Airways Holdings Inc. (RAH) tax return workpaper and uploading the file to Orion. (.2) Updating OIT for Lynx proforma return (.3), M- adjustments (.3) and reviewing the return for accuracy (.3). Converting the proforma return to pdf and uploading the file to Orion to be reviewed. (.2) Reviewing Skyway Airlines return in OIT concurrently comparing to Prior Year (.4) and converting the proforma return to pdf (.1). Uploading the return to Orion for further review. (.1) Reviewing Midwest Airline Group return in OIT concurrently comparing to Prior Year (.2) and converting the proforma return to pdf (.1). Uploading the return to Orion for further review. (.1) Gross, Taylor 6-Apr-17 Discussion regarding the importing of M- adjustments into Orion with T. Gross and J. Coman (both KPMG). Kehl, Donald E. 6-Apr-17 Draft correspondence with J. Coman (KPMG) regarding import process for adjustments for all legal entities. Coman, Jack 6-Apr-17 Discussion regarding the importing of M- adjustments into Orion with T. Gross and J. Coman (both KPMG). (.2) Manager level review of the Lynx Aviation, Inc. (.3), Midwest Air Group, Inc. (.3), and Skyway Airlines, Inc. (.4) workpapers prepared by staff for tax compliance. Wan, Fiona 7-Apr-17 Sr. associate review of proformas for Skyway (.4), Midwest Air Group (.4), and Lynx (.4). Gross, Taylor 7-Apr-17 Importing Midwest Airlines adjustments per the completed Tax Return workpaper to OIT. (.4) Reviewing the OIT return to ensure the numbers were flowing properly. (.4) Update the M- adjustments that were not flowing to the M-3. (.1) Converting document tracker to an excel file to ensure team can identify what items needed to be completed in the return workpapers. (.5) Gross, Taylor 10-Apr-17 Reviewing s regarding issues with M- adjustments posting to the M-3 in Orion. (.1) Reviewing comments from J. Coman (KPMG) regarding the proforma returns (.1) and prepare entities (Lynx, Midwest Air Group, Inc., and Skyway) for Orion / Link sign-off. (.1) Coman, Jack 10-Apr-17 Manager review concurrently providing comments on Republic proforma returns with accompanying workpapers. 2.5 $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ $ 150 $ KPMG LLP Monthly Fee Statement Page 25 of 32