Gemini Air Cargo files Chapter 11

GEMINI AIR CARGO, INC. FILES PRE-NEGOTIATED RESTRUCTURING PLAN IN CHAPTER 11 REORGANIZATION PROCEEDING

Company Receives Commitment for $10 million in Debtor-in-Possession Financing and Agreement with more than 90% of its Senior Secured lenders.


Dulles, VA – March 15, 2006 -- Gemini Air Cargo, Inc. (“Gemini” or the “Company”) announced that it has successfully completed its negotiations to restructure all of its senior secured debt with nearly 95% of its lenders, including affiliates of Bayside Capital, Inc. (“Bayside”). To implement the restructuring, Gemini has filed a pre-negotiated, voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida.

The highlights of these filings include: i) a fully committed Debtor-in-Possession (“DIP”) financing; ii) a detailed plan of reorganization which significantly reduces the outstanding indebtedness on Gemini’s balance sheet, and iii) agreements with Gemini’s majority equity holders and 93.4% of its secured lenders to vote in favor of this plan of reorganization.

Sam Woodward, Chairman, President and Chief Executive Officer of Gemini, stressed, “It is business as usual for the Company. The Chapter 11 reorganization will allow us to continue normal business operations, while we restructure our debt and other obligations and continue to provide exceptional performance to our customers. By significantly reducing our debt, Gemini will emerge from this process as a stronger and more competitive company.”

Gemini has requested relief from the bankruptcy court allowing it to, among other things, continue making timely payments to suppliers and service providers, and to pay employee salaries, wages and benefits without interruption.

The restructuring contemplates a significant reduction in the Company’s overall leverage through a debt-for-equity exchange and subsequent equity infusion. Gemini has also received a commitment for a $10 million DIP facility and exit financing from an affiliate of Bayside. The DIP financing provides more than sufficient capital to meet the anticipated needs of Gemini to continue normal operations.

John Bolduc, Managing Director of Bayside Capital, commented, “We are pleased to have participated with Gemini in restructuring the balance sheet of this strong company. We look forward to becoming its majority owner and supporting the growth of the business.”

Gemini is an air cargo carrier that provides high quality, worldwide airport-to-airport service to the air freight community and airline customers, primarily under renewable long-term contracts. Gemini supplies its customers with aircraft, crew, maintenance and insurance on a fee-per-block-hour basis. Gemini participates in international and domestic scheduled service and charter markets contracting with international air carriers, airfreight forwarders, shippers and the U.S. Air Mobility Command.

Bayside Capital is a private investment firm which actively invests in the debt and equity of middle market companies that can benefit from operational enhancements, improved access to capital, or balance sheet realignments. Bayside has the experience and resources to help companies quickly resume growth initiatives and improve their strategic position. Bayside Capital is an affiliate of H.I.G. Capital (“HIG”), a leading private equity investment firm specializing in acquisitions and recapitalizations of middle market businesses and venture capital investments. Based in Miami, Florida, and with offices in Atlanta, Boston, and San Francisco, the firm is one of the most active private equity investors in small and medium-sized companies. HIG has committed equity capital in excess of $2 billion to support its investment activities. In the last decade, HIG and affiliated funds have invested in over 50 companies with combined revenues of over $5 billion.