O rder 2013

- 11

- 20

Served: November 2 5 , 2013

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 25 th day of November , 2013

Fitness Determination of

ULTIMATE JETCHARTERS, LLC

d/b/a ULTIMATE AIR SHUTTLE

as a co mmuter air carrier under 49 U.S.C. § 41738 Docket DOT

- OST

- 2013

- 0018

ORDER TO SHOW CAUSE

P ROPOSING ISSUANCE OF COMMUTER AUTHORITY

Summary

By this order, we tentatively find that Ultimate JETCHARTERS , LLC d/b/a Ultimate Air Shuttle (“ULTIMATE ” ) is a citizen of the United States and is fit, willing, and able to conduct scheduled passenger operations as a commuter air carrier, subject to condit ions.

Background

Section 41738 of Title 49 of the United States Code (“the Transportation Code”) and section 298.21(d) of the Department’s Aviation Economic Regulations (14 CFR 298.21(d)) direct us to determine whether companies proposing to provide sche duled passenger service as commuter air carriers are “fit, willing, and able to perform the service,” and to ensure that all operations relating to this service conform to the safety standards established by the Federal Aviation Administration ( “ FAA ” ). In making fitness findings, the Department uses a three

- part test that reconciles the Airline Deregulation Act’s liberal entry policy with Congress’ concern for operational safety and consumer protection. The three areas of inquiry that must be addressed in

order to determine a n air carrier’s fitness are whether the applicant: (1) will have the managerial skills and technical ability to conduct the proposed operations, (2) has sufficient financial resources to commence the operations proposed without posing an undue risk to consumers or their funds, and (3) will comply with the Transportation Code and regulations imposed by federal and state agencies. We must also determine that the applicant is a U.S. citizen.

On January 23, 2013, ULTIMATE

, an on

- de mand air taxi and operating und er 14 CFR Part 298 ( “ Part 298 ” ) of the Department’s regulations and 14 CFR Part 135 ( “ Part 135 ” ) of the Federal Aviation Regulation s , filed an ap plica tion in Docket DOT

- OST

- 2013

- 0018 for authority to conduct scheduled passenger operations as a commuter air carrier. The air carrier accompanied its application with fitness information required by section 204.3 of our regulations and2

supplemented its application with additional i nformat ion on March 18, April 18, June 17

, and September 9, 2013.

No a nswers opp osing ULTIMATE ’s application were filed and no special issues regarding the applicant have come to our attention. Under these circumstances, we propose to decide the issue of the applicant’s fitness on the basis of the written record, and we tentativel y c onclude th at
ULTIMATE is a U.S. citizen and is fit, willing, and able to provide scheduled passenger operations as a commuter air carrier. However, we will give interested persons an opportunity to show cause why we should not adopt as final these tentative findings and conclusions.

FITNESS The Company

ULTIMATE was originally formed on April 19, 1984

, as an Ohio c orporation under the name Gordon Air Management, Inc. (“Gordo n Air”), providing air taxi service s from North Canton,

Ohio

, using Cessna 340 and MU

- 2 aircraft. In 2001, the company acquired a 30

- seat Fairchild

Dornier 328

- 300 (“DO

- 328 Jet”) jet aircraft and obtained FAA approval to operate aircraft with

10 seats or more. At that time, the company began operations using the trade name “Ultimate

Jet

. ”

On April 30, 2003, the owners of Gordon Air formed ULTIMATE , an Ohio corporation , and

transferred all of Gordo n Air’s assets to the newly

- created company, with t he owners, directors, officers, and managers of Gordon Air becoming the owners, directors, officers and managers of

ULTIMATE. Subsequently, Gordo n Air was dissolved in 2004. In 2007, ULTIMATE was acquired by Ultimate Jet Charter Acquisitions, Inc. (“Acquisitions”) , a Deleware corporation. In 2010, Acquisitions sold ULTIMATE to Ultimate Jet, LLC (“Ultimate Jet”) , an Ohio limited liability company created by Wooster Ohio Investments, LLC (“Wooster”) 1 (91.67 percent) and

Min nesota Airventures, LLC (“Minnesota”) 2 (8.33 percent) for the sole purpose of acquiring

ULTIMATE. On September 28, 2010, the applicant converted its entity type from an Ohio “C” corporation to an Ohio l imited l iability c ompany and changed its name from Ul timate JETCHARTERS, Inc. to Ultimate JETCHARTERS, LLC.

1 The former owners of ULTIMATE, along with other investors, contributed capital to Wooster, an Ohio limited liability company, which then provided 91.67 perc ent of the capital to acquire ULTIMATE. Wooster is owned by 12 U.S. citizens and is managed by Mr. Gary Underhill, a U.S. citizen and 7.94 percent owner of Wooster.

2 Minnesota is a Minnesota limited liability company equally owned by Tony P. Trimble Revocable Trust and James W. Wilde Revocable Trust, both of which are U.S. citizens. The company is managed by Mr. Tony P. Trimble, a U.S. citizen.3

Managerial Competence

ULTIMATE’s management and key personnel consist of the following individuals , each of

whom is a U.S. citizen.

John C. Gordon President /Manager

Carol Mullens Controller

David Parsons Director of Operations

David Denes Director of Maintenance Joseph Maguire Director of Safety Rodney Eby Chief Pilot

James Vidman Chief Inspector/Director of Quality Assurance

Mr. John C. Gordon has served as President /M anager of ULTIMATE (previously Gordon Air) from April 1984 to present. Before that, Mr. Gordon was a Corporate Pilot for Crane Howard Lithograph (1978

- 1984) and a Pilot and Flight Instructor for Akron Aviation Company (1972

- 1978) . Mr. Gordon also served in the U.S . Navy ( 19 6 6

- 1972 )

. He holds an Airline Transport Pilot certificate with a DO

- 328 Typ e Rating and has over 15,000 hours t o tal flight

time. Mr. Gordon attended K ent State University and Spartan School of Aeronautics.

Ms. Carol Mullins has served as Controller with ULTIMATE since June 2006. She previously held positions in Accounting Services with Cool Breeze Corp oration (1993

- 2005)

, Schlabig & Associates (1991

- 1993), and Loral Defence Systems (1985

- 1991 ). Ms. Mullins holds a B

. S

. degree in Accounti ng and a B

. S . degree in Mathmatics from the University of Akron.

Mr. David Parsons has served as ULTIMATE’s Director of Operations since March 2007. He

also serve s as the company’s Check Airman (2005

- present) and as a line Captain (2003

- present).

Mr. Pa rsons previously was employed as a First Officer (B

- 757/767 and B

- 737 ) with US Airways (1999

- 2001) and a Captain (DO

- 328) for PSA Airlines ( 1996

- 1999 )

. He holds an Airline Transpo rt Pilot certificate with B

- 767, B757, B

- 737, and DO

- 328 type ratings and ha s over 11,800 hours total flight time . Mr. Parsons holds a B.S. degree in Aviation Management from Southern Illinois University.

Mr. David Denes has served as ULTIMATE’s Director of Maintenance since February 2005. He was previously employed as a L ine M aintenance Lead Technician for Mesa Airlines (2002

- 2004) and as a Heavy Inspection Technician for US Airway s (2000

- 2002). Mr. Denes was also employed as a Maintenance Technician for PSA Airlines (1999

- 2000) and MHF Aviation (1998

- 1999). He holds an Airf rame & Powe rplant Mechanic license and an A

. A . d egree in Technology from Pittsburgh Institute of Aeronautics.

Mr. Joseph Maguire has been the Di rector of Safety for ULTIMATE since July 2011. He began employment as a Pilot with the company in April 2002. He holds an Airline Transport Pilot certificate with various type ratings and has accumulated over 13,000 hours total flight time. Prior to his employment with ULTIMATE, Mr. Maguire was employed as a Pi lot with Air Camis (1993

- 2000), Gorgon Air (1998

- 200 0), an d D&S Distributions (1998

- 1999).

Mr. Maguire worked as an Air Traffic Control Assistant and in aircraft and auto sales (1982

- 1993) and was employed as a Corporate Pilot (1979

- 1982) and in aircraft repair and product4

inspection ( 1964

- 1979). Mr. Mag uire served in the Unite d States Marine Corps from 1969 to

1972.

Mr. Rodney Eby has served as the company’s Chief Pilot since February 2011. He began employment as a Pilot for the company in February 2001. Prior to this, Mr. Eby was a Flight

Instructor at Jim Long Aviation from 1997 until 2001

. Mr. Eby e a rned an A.A. degree in Aviation from Heston College and holds an Airline Transport Pilot certificate with type ratings

in SBR

- 1 and DO

- 328J aircraft

.

Mr. J ames Vidman has been ULTIMATE’s Dire ctor of Quality Assurance/Chief Inspector since May 2006. Prev i ously, he was employed by Mesa Airlines, serving as a Mechanic and later as a

Lead Mechanic (1997

- 2006) . Mr. Vidman has received technical training at a number of

manufac turer s ’ training programs including Dornier Facto ry Training on the DO

- 328.

In view of the experience and background of the applicant’s key personnel, we tentatively

conclude that ULTIMATE has demonstrated that it has both senior management and key

technical pe rsonnel who have the managerial skills and technical ability to support its proposed operations

. Moreover

, the FAA has advised us that they know of no reason to act unfavorably on the company’s commuter application

. 3

Operating Proposal and Financial Plan

Currently, ULTIMATE operates as an air taxi and fixed base operator located at the Akron

Canton Regional Airport providing on

- demand corporate shuttle services to Fortune 500 companies, sports teams, casinos, and groups of travelers throughout the Un ited States. The applicant also serves as a public charter operator for public charter flights under Part 380 of the Department’s regulations (14 CFR Part 380) using the trade name Ultimate Air Shuttle and offering four weekly round trip flights for each public charter city pair

. The public charter city pairs are:

Cincinnati, Ohio (LUK)

- Morristown, New Jersey (MMU)

Cincin nati, Ohio (LUK)

- Chicago, Illinois (MDW) Cincinnati, Ohio (LUK)

- Chartotte, North Carolina (CLT) Detroit, Michigan (TIP)

- Columbus, Indiana (BAK)

ULTIMATE proposes to increase the frequency of its public charter flights, particularly in the Cincinnati (LUK)

– Chicago (MDW) market. The applicant intends to offer two round trip flights per day on Mondays and Thursdays and one round trip flight per day on Tuesdays, Wednesdays, and Fridays

, for a total of seven round trip flights per week in this city pair market.

ULTIMATE does not contemplate changes to the other public charter city pairs at this time.

3 Before authorizing an air carrie r to conduct air transportation operations, the FAA also evaluates certain of the air carrier's key personnel with respect to the minimum qualifications for those positions as prescribed in the FARs. The FAA’s evaluation of these key personnel provides an added practical and in

- person test of their skills and technical ability.5

In establishing financial fitness, the Department typically asks an applicant to demonstrate that it

has access to financial resources sufficient to cover its pre

- operating expenses and any negative working capital balance, plus a working capital reserve e qual to the operating costs that are reasonably projected to be incurred during three months of “normal” operations. Because projected expenses during the first several months of air service frequently do not include all costs that will be incurred during a “normal” period of operations, it is our practice to base our

three

- month test on one

- quarter of the first year’s operating costs. Further, in calculating available resources, projected revenues may not be used.

ULTIMATE provided forecast s of its pre

- operating costs and it s first

- ye ar operating expenses

associated with its current and proposed commuter operations. The applicant will us e its current

fleet of 8 DO

- 328 aircraft and since t he proposed services will add approximately 254 flight hours per y ear or approximately 4.9 hours per week , ULTIMATE does not anticipate the need to

add additional aircraft, crew, or any other infrastructure or support services to accommo date the increase in flight hours

. Therefore, ULTIMATE expects to incur only the inc remental costs

associated with expanding its existing air taxi operations to commuter air carrier operations. Specifically, ULTIMATE projects that it will incur $15,000 in pre

- operating expenses, which are related solely to marketing its expan ded operatio ns, and approximately $39.87 million in first

year expenses. Based on these forecasts, we find ULTIMATE’s projections to be reasonable and estimate that it will require approximately $9.98 million to meet our financial fitness criteria. 4

In support of its ability to fund its proposed commuter operations, ULTIMATE submitted third

par ty verification that is has a line

- of

- credit for $ 75 0 ,000 from Fifth

- Third Bank of Akron,

Ohi o. 5 Additionally, ULTIMATE states that adequate funding to cover the direct incremental flight expenses for the first three months can be generated internally.

The applicant also submitted historical and current financial statements showing ULTIMATE’s financial posture. For calendar year 2011, the company earned net income of $1.64 million on operating revenues of $33.92 million. For calendar year 2012, ULTIMATE reported a net
income of $2.77 million on operating revenues of $41.34 million

. For the 7 month period ending July 18 , 2013, ULTIMATE reported net income o f $1.66 million on operating revenues of $19.64 million. ULTIMATE submitted a balance sheet on July 18 , 2013, that shows the

co mpan y has current assets of $9.62 million and current liabilities of $6.33 million giving the air carrier positive working capital of $3.29 mil lion and a current ratio of 1.52 :1. In this same report, the company reported total e quity of $8.48 million.

In light of the above

, we tentatively conclude that ULTIMATE will have access to sufficient

financial resources to enable it to commence the proposed operations without posing an undue

risk to consumers or their funds

. 6

4 The $ 9.98 million noted above consists of the applicant’s pre

- operating expense forecast of $ 15,000 plus $ 9.96 million , which is one

- quarter of ULTIMATE’s estimated first

- year expenses. 5 An additional Fifth

- Third B ank l ett er
, dated August 14, 2013

, confirms that of the original $750,000

line

- of

- credit, $500,000 is currently available and is reserved to support ULTIMATE’S DOT requirements for the proposed expanded service

. 6 As is our practice, prior to making any authority awarded to ULTIMATE effective, we will require the company to demonstrate that it continues to have the financial resources needed to meet our financial fitness criteria.6

Compliance Disposition

The applicant states that there are no actions or outstanding judgments against it, persons holding a substantial interest in it, or its key personnel, and that none of these parties have been the subject of any charges of unfair , deceptive or anti

- competitive business practices, or of fraud, felony or antitrust violations, or other legal action during the past ten years. ULTIMATE also

state s that there are no pending investigations, enforcement actions, or formal complaints involving the applicant, persons holding a substantial interest in it, or its key personnel with respect to compliance with the Statute or the Department’s regulations.

Our search of the Department’s records found no compliance problems with ULTIMATE and

our review of FAA records indicates that ULTIMATE has not been involved in any incidents or

accidents in the last five year s

. In light of these circumstances, we tent atively conclude that

ULTIMATE has the proper regard for the laws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards

, and that acceptable

consu mer relations practices will be followed.

CITIZENSHIP

Section 41102 of the Transportation Code requires that an applicant for commuter authority to engage in air transportation be held only by citizens of the United States as defined in 49 U.S.C. 40102(a)(15). That section requires that the president and two

- thirds of the Board of Directors and other managing officers be U.S. citizens

, that at least 75 perce nt of the outstanding voting

interest be owned by U.S. citizens

, a nd that the air carrier must be under the actual control of

U.S. citizens.

As noted earlier, ULTIMATE is wholly owned by Ultimate Jet (100 percent) , which is majority

owned by Wooster (91.67 percent) , an Ohio limited liability company, with the remaining owned by Minnesota (8.3 percent) , a Minnesota limited liability company

. Wooster ’s ownership is divided among 12 U.S. citizen individuals/trusts and Minne sota’s ownership is divided equally

between Mesrrs. Trimble and Wilde , each of whom is a U.S. citizen

. Further, all of ULTIMATE’s key management and technical personnel are U.S. c itizens and Ultimate has provided an affidavit attesting that it is a citizen of the United States within the meaning of the Statute and that it is actually controlled by U.S. c itizens. Our review of the applicant’s citizenship has uncovered no reason to su ggest that control of ULTIMATE rests with non

- U.S.

citizens.

Based on the above

, we tentatively find that ULTIMATE is owned and actually controlled by U.S. citizens, consistent with 49 U.S.C. 40102(a)(15) and is fit, willing, and able to provide the proposed scheduled passenger operations, subject to conditions

.

OBJECTIONS

We will give interested persons 14 days following the service date of this order to show cause why the tentative findings and conclusions set forth here should not be made final; answers to objections will be due within 7 days thereafter. We expect such persons to direct their7

objections, if any, to the application and points at issue and to suppor t such objections with detailed economic analyses. If an oral evidentiary hearing or discovery procedures are requested, the objector should state in detail why such a hearing or discovery is considered necessary, and what material issues of decisional fa ct the objector would expect to establish through a hearing or discovery that cannot be established in written pleadings. The objector should consider whether discovery procedures alone would be sufficient to resolve material

issues of decisional fact. I f so, the type of procedure should be specified ( See 14 CFR Part 302,

Sections 19 and 20); if not, the reasons why not should be explained. We will not entertain general, vague, or unsupported objections. If no substantive objections are filed, we will i ssue an order that will make final our tentative findings and conclusions with respect to ULTIMATE’s

fitness and certification.

EFFECTIVE COMMUTER CONDITIONS & LIMITATIONS

If ULTIMATE is foun d fit and issued the Commuter Air Carrier Authorization it seeks, its authority will not become effective until the company has fulfilled all requirements for

effectiveness as set forth in the terms and conditions attached . Among other things, this includes our receipt of evidence that ULTIMATE has been cert i fied by the FAA to engage in the subject operations, a fully executed OST Form 6410 evidencing liability insurance coverage that meets the requirements of section 205.5(b) of our rules for all of its aircraft, third

- party verification of available funding necessary to meet the Department’s fitness requirements, and a statement of changes it may have undergone since its fitness was examined.

Given the relatively limited scope of ULTIMATE’s proposed operations, we propose to limit any authority issued to t he applicant to operations conducted under Part 135. Should ULTIMAT E subsequently desire FAA certification under Part 121, or certificate authority under 49 U.S.C.
§41102, it must first be determined fo r for such operations. 7

Furthermore, we remind ULTIM ATE of the requirements of 49 U.S.C. § 41110(e). Specifically, that section requires that, once a n air carrier is found fit initially, it must remain fit in order to hold its authority. To be assured that air carriers continue to be fit after effective authority has been issued to them, we require that they supply information describing any subsequent substantial changes they may undergo in areas affecting fitness. Therefore, if ULTIMATE is

issued an effe ctive commuter authorization and should it subsequently propose substantial changes in its ownership, management, or operations, it must first comply with the requirements

7 Operations under FAA Part 121 require the air carrier to have access to additional funds to compliy with additional regulations and hire additional management personnel.8

of section 204.5 of our rules. 8 The compliance of the company with this requirement is essential if we are to carry out our responsibilities under section 41110(e)

. 9

Additionally, if ULTIMATE is granted effective authority, it would be required to submit a

detailed progress report, within 45 days foll owing the end of the first year of actual flight operations, to the Air Carrier Fitness Division. The submission of a first year progress report is conditioned upon all newly authorized air carriers and was adopted as policy by the Department to aid in monitoring the fitness of new air car riers. The report should include a description of the

air carrier’s current operations (number and type of aircraft, principle markets served, total

number of full

- time employees), a summary of how its operations have changed during the year,

a discussion of any changes it anticipates from its current operations during its second year,
current financial statements, 10 and a listing of current senior management and key technical personnel. The air carrier should also be prepared to meet with staff members of the Fitness Division to discuss its current and future operations.

ACCORDINGLY,

1. W e direct all interested persons to show cause why we should not issue an ord er finding that Ultimate JETCHARTERS, LLC d/b/a Ultimate Air Shuttle is fit, willing, and abl e under 49

U.S.C. § 41738 to provide scheduled passenger service as a commuter air carrier using small aircraft pursuant to Part 135 of the Federal Aviation Regulations.

2. We direct any interested persons having objections to the issuance of an order making final any of the proposed findings, conclusions, or award of authority set forth here to file them with Department of Tra nsportation Dockets, Room W12

- 140, 1200 New Jersey Ave. SE , Washington, D.C. 20590, in Docket DOT

- OST

- 2013

- 0018 and serve them upon all persons listed in Attachment A no later than 14 days after the service date of this order; answers to objections shall be filed no later than 7 days thereafter.

8 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its operations, ownership, or management, and to determine what additional information, if any, will be required under section 204.5. In addition, by notice dat ed July 21, 1998, the Department requested air carriers to provide a 30

- day advance notification of any proposed change in ownership, restructuring, or recapitalization. If the air carrier fails to file this updated information or if the information fails to demonstrate that the air carrier will continue to be fit upon implementation of the substantial change, the Department may take such action as is appropriate, including enforcement action or steps to modify, suspend, or revoke the air carrier's commute r authority.

9 We also remind ULTIMATE about the requirements of section 204.7 of our rules. This section provides, among

other things, that (1) the commuter authority granted to a company shall be revoked if the company does not commence actual flying o perations under that authority within one year of the date of the Department's determination of its fitness; (2) if the company commences operations for which it was found fit and subsequently ceases such operations , it may not resume commuter operations u nless its fitness has been redetermined; and (3) if the company does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

10 These financial statements should include a balance sheet as of the end of the com pany’s first full year of

commuter flight operations and a 12

- month income statement ending that same date.9

3. If tim ely and properly supported objections are filed, we will accord full consideration to the matters or issues raised by the objections before we take further action. 11

4. In the event that no objections are filed, we will consider all further procedural steps to be waived and we will enter an order making final our tentative findings and conclusions.

5. We will serve a copy of this order on the persons listed in Attachment A

.

6. We will publish a summary of this order in the Federal Register.

By:

SUSAN L. KURLAND Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at: http://www.regulations. gov

11 Since we have provided for the filing of objections to this order, we will not entertain petitions for

reconsideration.

### Attachment 

### SPECIMEN

Terms, Conditions, and Limitations

ULTIMATE JETCHARTERS, LLC

d/b/a ULTIMATE AIR SHUTTLE

is authorized to engage in scheduled passenger air transportation operations as a commuter air

carrier.

This authority is subject to the following provisions:

(1) The authority to conduct scheduled passenger operations will not become effective until six (business) days after the Department has received the following documents; provided

, however , that the Department may stay the effectiveness of this authority at an y time prior to that

date:

(a) A copy of the holder's Air Carrier Certificate and Operations Specifications authorizing such operations from the Federal Aviation Administration (FAA).

(b) A certificate of insurance on OST Form 6410 evidencing liability

i nsurance coverage meeting the requirements of 14 CFR 205.5(b) for all of its aircraft.

(c) A statement of any changes the holder has undergone in its ownership, key personnel, operating plans, financial posture, or compliance history, since the date of th e Show Cause Order in this case.

(d) A revised list of pre

- operating expenses already paid and those remaining to be paid, as well as independent verification that the holder has available to it funds sufficient to cover any remaining pre

- operating expens es and to provide a working capital reserve equal to the operating costs that would be incurred in three months of operations.

(2) Pending receipt of effective authority, the holder may not accept payment of any kind (i.e., cash, check, or credit card) or issue tickets for scheduled passenger operations, and any advertisement or listing of flights by the holder must prominently state: "This service is subject to receipt of government operating authority."

(3 ) The holder shall at all times conduct it s operations in accordance with the requirements of 14 CFR Part 298 and any other regulations prescribed by the Department of Transportation for the services authorized here, and with such other reasonable terms, conditions, and limitations as the Departme nt of Transportation may prescribe in the public interest.

( 4 ) The holder’s authority is limited to operations conducted pursuant to Part 135 of the Federal Aviation Regulations. In the event that the holder wishes to institute operations that2

would requ ire Part 121 certificat ion from the FAA, it must first be determined f it for such operations.

(5) The holder may not operate aircraft designed to have a maximum passenger capacity of more than 60 seats or a maximum payload capacity of more than 18,0 00 pounds.

( 6 ) The holder's authority under this certificate is effective only to the extent that such operations are also authorized by the Federal Aviation Administration (FAA), and comply with all U.S. Government requirements concerning security

, including, but not limited to 49 CFR Part

1544

. 

( 7 ) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 40102(a)(15).

( 8 ) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 205. Failure to maintain such insurance coverage will render this authority ineffective, and this or other failure to comply with the provisions of Subtitle VII of Title 49 of the United States Code or the Department's regulations shall be su fficient grounds to revoke this authority.

( 9 ) In the event that the holder receives effective scheduled passenger authority, the following additional conditions will apply:

(a) The holder may reduce or terminate service at any point or between any

two p oints, subject to compliance with the provisions of 49 U.S.C. 41734 and all orders and regulations issued by the Department of Transportation under that

section.

(b) The holder may not provide scheduled passenger air transportation to or from Dallas (Love Field), Texas, except within the limits set forth in section 29 of the International Air Transportation Competition Act of 1979, as amended by section 337 of the Department of Transportation and Related Agencies Appropriations Act, 1998.

( 10 ) Should the holder propose any substantial changes in its ownership, management, or operations (as that term is defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR 204.5.

(1 1 ) In the event that the holder does not commence actual flying operations as a commuter air carrier under this authority within one year of the date of the Department's determination of its fitness, its commuter authority shall be revoked for dormancy. Further, in the event that the holder commences but subsequently ceases all scheduled passenger operations, the authority granted here shall be suspended under the terms of 14 CFR 204.7 and the holder may neither recommence nor advertise such operations unless its fitness to do so has been redetermined by

 To assure compliance wi th all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served.3

the Departmen t. Moreover, if the holder does not resume such operations within one year of its cessation, its commuter authority shall be revoked for dormancy.Attachment A

SERVICE LIST FOR

ULTIMATE

JETCHARTERS LLC

JOHN C GORDON

PRESIDENT

ULTIMATE JETCHARTERS

LLC

6061WEST AIRPORT DRIVE

NORTH CANTON OH 44720 PETER LYNCH

ASST. CHIEF COUNCEL FOR ENFORCEMENT, AGC

- 300

FEDERAL AVIATION

ADMINISTRATION

800 INDEPENDENCE AVE SW

WASHINGTON DC 20591 MARK MAZOR

MANAGER

CERTIFICATION&

EVALUATION PROGRAM

OFFICE

FAA AFS

- 900

45005 AVIATION DRIVE

SUITE 131

DULLES VA 20166

SUSAN B JOLLIE

7503 WALTON LANE

ANNANDALE VA 22003 OFFICE OF AIRLINE

INFORMATION

DOT/RITA/BTS E

- 34

1200 NEW JERSEY AVE SE

WASHINGTON DC 20590 THOMAS J LEAHY

PRINCIPAL OPERATIONS

INSPECTOR

CLEVELAND FSDO

25249 COUNTRY CLUB BLVD

NORTH OLMSTED OH 44070