### Application of BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. ) ) ) 

### ) -"**~.** I



### SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL ) Docket OST-2011- Ollo'l 

### For authority to conduct scheduled passenger operations as a commuter air carrierunder 49 U.S.C. 41738 ) ) 

### ) )



# ______________________________)

APPLICATION OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL
Communications with respect to this Application should be sent to:
Thomas L. Cooper ChiefExecutive Officer & 

### President SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL 3201 Griffin Road Fourth Floor Fort Lauderdale, FL 33312 (954) 660-9865 FAX: (954) 359-9502 tlcooper(a:;gosunair.net

Dated: September 9, 2011 Lonnie Anne Pera ZUCKERT, SCOUTT & 

### RASENBERGER, L.L.P. 888 Seventeenth Street, N.W. Suite 700 Washington, D.C. 20006 (202) 973-7913 FAX: (202) 342-0683 lapera@zsrlaw.com Counsel for Sun Air Express, LLC d/b/a Sun Air International

### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.
Application of SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL For authority to conduct scheduled passenger operations as a commuter air carrier under 49 U.S.C. 41738 ) ) ) ) 

### ) Docket OST-2011-
__ _ ) ) ) )



# ______________________________)

Dated: September9, 2011 APPLICATION OF SUN AIREXPRESS, LLC d/b/a SUN AIR INTERNATIONAL Pursuant to section 41738 ofthe Transportation Code (49 U.S.C. §41738) and Part 298 (14 C.F.R. Part 298) ofthe Department ofTransportation's Economic Regulations, SunAir Express, LLC d/b/a SunAir International ("Sun Air" orthe "Applicant") hereby applies for authority to operate scheduledpassenger service as a commuter air carrier. In support ofthis Application, Sun Airrespectfully states as follows:

1. 

### The Applicant's full name and address is: Sun Air Express, LLC d/b/a Sun Air International, 3201 Griffin Road, Fourth Floor, Fort Lauderdale, Florida 33312. 2. Applicant was organized as a limited liability company on May 4, 2011 under the laws ofthe State ofDelaware. Its organizational history appears in both Exhibits SUN-200 and SUN-500 hereto.

### APPLICATION OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL Page 2
3. Sun Air is wholly owned by Cooper Trading Corporation, which in turn is wholly owned by Thomas L. Cooper. Mr. Cooper, a United States citizen, serves as Director, Chief Executive Officer, and President ofApplicant. All ofSun Air's key officers are U.S. citizens. Sun Airhas enclosedthe Citizenship Affidavit in Exhibit SUN-502, which certifiesthat it is a "citizen ofthe United States," as that term is defined in the Transportation Code (49 U.S.C. 

### § 40402(a)(15)). Applicant describes its ownership and management in the attached Exhibits SUN-500 and SUN-600. 4. Foryears, Applicanthas provided on-demand air transportation services of passengers and cargo, pursuantto Part 298 ofthe Department's regulations. Sun Air has provided these services between points in Florida and between Florida and the Bahamas. 5. Sun Airnow wishes to offer scheduled passenger air transportation services as a commuter air carrier. Accordingly, it is applying for Part 298 exemption authority to engage in scheduledpassenger air transportation services. Initially, Sun Air proposes to offer one roundtrip flight each day between West Palm Beach, Florida and Freeport, Grand Bahamas. Applicant will use four PiperChieftain aircraft for these services. SunAir discusses is service proposal in more detail in Exhibit SUN-800. 6. In further support ofthis Application, Sun Air submits Exhibits SUN-600 through SUN-900. These Exhibits will demonstrate that Sun Air is fit, willing, and able to perform the scheduled commuter airtransportation services for which authority is requested in this

### APPLICATION OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL Page 3 Application and to comply with the statutory provisions and the Department's rules, regulations, and requirements. WHEREFORE, Sum Express, LLC d/b/a Sun Air International respectfully requests that the Department authorize it to conduct scheduled commuter airtransportation services under 49 U.S.C. § 

### 41738 and 14 C.F.R. Part 298. Sun Air also requests such further, different, and additional reliefas the Department may deem to be appropriate.

Dated: September 9, 2011 Respectfully submitted, ZUCKERT, SCOUTT & 

### RASENBERGER, L.L.P.


### By:
888 Seventeenth Street, N.W. Suite 700 Washington, D.C. 20006 (202) 973-7913 Counsel for Sun Express, LLC d/b/a Sun Air International

### CERTIFICATE OF SERVICE

Ihereby certify that on this 9th day ofSeptember, 2011, a copy ofthe foregoing APPLICATION OF SUN EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL was served by first class mail, postage prepaid, on the parties named below:
Mr. Edward Dasilva Flight Standards District Office-17 Federal Aviation Administration 2895 S.W. 145th Avenue Suite 120 Miramar, FL 33027 Mr. Bruce V. Pelly Director, PBIA 846 PalmBeach International Airport PBIA Building 846 West Palm Beach, FL 33406-1470

### VERIFICATION 

### This Application and the infonnationtherein, including the Exhibits attached hereto, are true and correctto the best ofmyknowledge andbelief. Pursuantto Title 18, United States Code section 1001, I, Thomas L. 

### Cooper, inmy individual capacity and as the authorized representative ofthe Applicant, have not inany mannerknowingly and willfully falsified, concealed orfailed to disclose any material fact ormade any false, fictitious, orfraudulent statement orknowingly used any documents whichcontain such statements inconnectionwith thepreparation, filing orprosecution ofthe Application. I understand that an individual who is found tohave violated the provisions of 18 U.S.C. § 1001 shall be fined orimprisoned notmore than five years, orboth. Respectfully submittedby

# :::~~41?~ ChiefExecutive Officer and President Sun

### AirExpress, LLC d/b/a SunAirInternational

### SUN AIREXPRESS, LLC d/b/a SUNAIR INTERNATIONAL

Exhibit Number SUN100 200 300 400 500
600
700 800
900
1000 1100
1200 List ofExhibits In Support ofApplication For Scheduled CommuterAirTransportation Authority

Opening Argument Applicant's History Current Fleet Operating Authority Company Structure and Ownership Officers and Key Management Personnel Financial Data Summaries Proposed Service and Forecast Data Compliance and Safety Matters
Insurance Coverage Agreements With Other Air Carriers Waivers ofWarsaw Convention on Liability Limits Responds to 14 C.F.R. Sec. 204.3(a) 204.3(r) 204.3(n) 204.3(s) 204.3(b), (c), (d), (e), (g), (h), (i) 

### 204.3(£), (i) 204.3(k) 204.3(t) 204.3(1), (m), ( o), (p), (q) 

### 205

204.3(u)

### OPENING ARGUMENT Exhibit SUN-100 

### Page 1 of2

Sun Air Express, LLC d/b/a Sun Air International ("Sun Air" orthe "Applicant") requests an exemption under Part 298 ofthe Department's regulations to engage in scheduled passenger air transportation services as a commuter air carrier. The main office address and telephone and facsimile numbers for Sun Air are: SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL 3201 Griffin Road Fourth Floor Fort Lauderdale, FL 33312 (954) 660-9865 FAX: (954) 359-9502. The contact persons for purposes ofthis Application are:
Thomas L. Cooper ChiefExecutive Officer & 

### President SUN AIR EXPRESS, LLC. 3201 Griffin Road Fourth Floor Fort Lauderdale, FL 33312 (954) 660-9865 FAX: (954) 359-0367 tlcooper@gosunair.net Lonnie Anne Pera ZUCKERT, SCOUTT & 

### RASENBERGER, L.L.P. 888 Seventeenth Street, N.W. Suite 700 Washington, D.C. 20006 (202) 973-7913 FAX: (202) 342-0683 lapera@zsrlaw.com Counsel for Sun Air Express, LLC d/b/a Sun Air International
Sun Aircurrently provides on-demand transportation services ofpassengers and cargo, pursuant to Part 298 ofthe Department'sregulations and to a Part 135 Air Carrier Certificate. Applicantprimarilyprovides these services between points in Florida and points in the Bahamas. Sun Air now wants to offer scheduled passengertransportation services as a commuter air and submits this Application for the required authority. It

### has submitted to the Federal Aviation

### Exhibit SUN-100 

### Page 2 of2
Administration ("FAA") a Pre-Application Statement ofIntent for expanded Part 135 certificate authority. Initially, SunAirproposes to offer one roundtrip flight each day between West Palm Beach, Florida and Freeport, Bahamas. SunAir will provide these services with Piper Chieftain PA-31-350 aircraft (with nine passenger seats). Applicant wishes to commence these services on December 1, 2011. SunAirmeets all ofthe legal requirements for the requested exemption authority, as specified in section41738 ofthe Transportation Code and Part 298 ofthe Department's regulations. As evidenced by the exhibits included within this Application, Sun Air is fit, willing, and able to perform the services for which authorization is requested. Applicant's officers and key management personnel (the "ManagementTeam") are experienced and capable ofoperating an efficient, well-run airline. See Exhibit SUN-600. All members ofthe Management Team are citizens ofthe United States. A U.S. citizen also ultimately owns and controls Applicant, a limited liability company organized under the laws of the State ofDelaware. See Exhibit SUN-502. Sun Air's operating and financial plans, moreover, demonstrate that it has the capital necessary to conductthe proposed scheduled services. See Exhibit SUN-700. Finally, Sun Air has an excellent record ofcomplying with all U.S. governmental regulations. See Exhibit SUN-900.

### APPLICANT'S HISTORY 

### Bankruptcy and Prior Ownership Exhibit SUN-200 

### Page 1 of3



### On November4, 2010, Gulfstream International Group, Inc. ("GIG") filed voluntary petitions for reliefunder Chapter 11 ofTitle 11 ofthe United States Bankruptcy Code in the U.S. District Court for the Southern District ofFlorida (the "Bankruptcy Court"). GIG, at that time,
was the parent entity ofGulfstream International Airlines, Inc. ("GIA'') and Gulfstream Connection, Inc. ("Connection"). Connection, an air taxi operator, was known priorto 2007 as "Gulfstream Air Charter, Inc." The corporate history ofthe air taxi operator Gulfstream Air Charter was provided to the Department in docket OST-2005-21348. On or about November 3, 2010, GIG obtained up to $5.0 million in debtor-in-possession financing from Victory Park Capital Advisors, LLC, an alternative asset management firm located in Chicago, Illinois. This financing, among other things, allowed Connection to continue on-demand operations during GIG's bankruptcy. The Bankruptcy Court, onJanuary 21,2011, authorized the sale ofGIG's assets, including its subsidiaries GIA and Connection, to VPAA Co. ("VPAA"). VPAA is a holding company incorporated under the laws ofthe State ofDelaware. The Department approved the transfer ofGIG assets to VPAA onApril29, 2011. See Order 2011-4-28. This order specifically addressed the transfer ofGIA's commuter air carrier authority from GIG to VPAA. In approving the transfer, the Department determined that VPAA is a citizen ofthe United States and is fit, willing and able to engage in scheduled air transportation as a commuter air carrier. As contemplated in bankruptcy, VPAA reorganized Connection into a limited liability company under the laws ofthe State ofDelaware. On May 4, 2011, "Gold Coast Airline, LLC"

### Exhibit SUN-200 Page 2 of3


### became the successorto Connection. On June 10, 2011, VPAA renamed "Gold Coast Airline, LLC" as "Gulfstream Air Express, LLC." The name changed again on June 15, 2011 to "Sun Air Express, LLC," the Applicant herein. Exhibit SUN-201 includes the Certificate of Formation as well as various Certificates ofAmendment. On June 16, 2011, Applicant submitted the Air Taxi OperatorRegistration and Amendments Form (Form 4507) to the FAA. This form reported the changes in Applicant's ownership (from GIG to VPAA), name (from Gulfstream Connectionto Sun AirExpress), and address. FAA approved the amendments onJune 21,2011. See Exhibit SUN-401. Current Ownership On July 26,2011, Cooper Trading Corporation ("Cooper Trading") and Mr. Thomas L. 

### Cooperpurchased from VPAA all ownership interest in "SunAir Express, LLC." Mr. Cooper is the President and ChiefExecutive Officer ofCooper Trading, a corporation organized under the laws ofthe State ofFlorida. Mr. Cooperholds 1 00 percent ofthe issued and outstanding shares ofcommon stock in Cooper Trading. He also was the former President and ChiefExecutive Officer ofConnection (and, at one time, ofGIA). With significant aviation experience, Mr. Cooper will oversee Applicant's business. He plans to maintainthe same managementteam as under VPAA. Applicant also will continue to provide on-demand services. Mr. Cooperultimately plans for Applicant to offer commuter passenger services and has submitted this Application for the necessary authority. Upon completing this purchase, Mr. Cooper established a trade name for Applicant: Sun Air International. VPAA then submitted to the FAA a request to transfer the Air Carrier Certificate to Cooper Trading and to reissue the certificate in the name "Sun Air Express, LLC."

### Exhibit SUN-200 

### Page 3 of3


### The request is enclosed in Exhibit SUN-202. The FAA transferred and reissued the certificate on September 2, 2011. See Exhibit SUN-402. Nature ofCurrent Business During the bankruptcyproceeding and through to the present, Applicant has continued on-demand passenger operations. Sun Air operated these services with multi-engine Piper Chieftain PA-31-350 aircraft primarily between Florida and the Bahamas. It

### also provided allcargo charter services between Miami and Havana. Proposed Services Sun Airproposes to conduct scheduled passenger air transportation services, as a commuter air carrier, betweenpoints in Florida and points in the Bahamas. Initially, it will operate one roundtrip flight each day between West Palm Beach, Florida and Freeport, Grand Bahamas. Applicant will provide this service with four Piper Chieftain PA-31-350 aircraft. Management Team Sun Air has an experienced Management Team. Members ofthis team have worked in aviation related positions for many years. At this time, it does not expect to change key managementpersonnel or to add new management personnel to its team. Facilities and Operations Applicant does not planto expand its facilities, ifthe Department grants the requested authority. Sun Air currentlyhas its main office at 3201 Griffin Road, Fourth Floor, Fort Lauderdale, Florida 33312. Sun Air also leases offices at a hangar facility located at the Fort Lauderdale-Hollywood International Airport. The address ofthe hangar is 240 S.W. 34th Street, First Floor, Fort. Lauderdale, FL 33315. Sun Air stores and maintains its aircraft at this facility.

# 'lJe[aware
'IIie 

# [firstState PAGE 1

### Exhibit SUN-201 Page 1 of5

I 1 JEFFREY W
_ BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE 1 DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "GOLD COAST AIRLINE, LLC", FILED IN THIS OFFICE ON THE FOURTH DAY OF MAY, A.D. 2011, AT 

### 5:40 O'CLOCK P.M.

' 

### 4977897 8100

You**~y** veri£y this certificate online 4t corp.delaware.govjautbver.shtml

### CERTIFICATEOF FORMATION OF GOLD COASTAIRI,INE,LLC 

### Exhibit SUN-201 Page 2 of5
State of Delaware Secretary of state Division of Corporations. Delivered 05:46PM 05/04/2011

FILED 05:40 PM 05/04/2011 SRV 110493656 - 4977897 FILE

This Certificate of Fonnation ofGold Coast Airline, LLC, dated May 4, 2011, is being duly executed and filed by Gina M. Cate-.wne, as an authorized person, to fonn a limited liability companyundertheDelawareLimitedLiability CompanyAct (6Del. C. 

### § 18-101, et seq.). fiRST. The name of the limited liability company formed hereby is Gold Coast Airline, LLC. SECOND. The address ofthe registered office ofthe LLC in the State ofDelaware is 

### 615 South DuPontHighway, Dover, Delaware 19901,County ofKenL THIRD. The name and address ofthe registered agent for service of process on the LLC in the State ofDcla.ware is National Corporate Research, Ltd., 615 South DuPont llighway, Dover,

### belaware 19901, County ofKent. FOURTH. This Certificate offormation shall be effectiveupon Llling with the Secretary ofState ofthe StateofDelaware. · 

### IN WITNESS WHEREOF, the undersigned has executed this Certificate ofFormation as 

### ofthe date first above written.

CIIJCAG0/112l%86ll.l

### STATE OFDELAWARE CERTIFICATE OFAMENDMENT TO 

### CERTIFICATE OF FORMATION 01<' GOLD COAST AIRLINE, LLC Exhibit SUN-201 Page 3 of5

Gold Coast Airline, LLC, a limited liability company organized and existing under and by virtue ofthe Limited Liability Company Act ofthe State ofDelaware, does hereby certify:
I. Thename ofthe limited liability company is Gold Coast Airline, LLC. 2. The Certificate ofFormation ofthe limited liability company is hereby amended as follows: "Thename ofthe limited liability company is Gulfstream Air Express, LLC." IN WITNESS WHEREOF, the undersigned has 

### executed this Certificate on the 1Oth day ofJune, 2011.

CIIICAG0/#22093 14. J

### Exhibit SUN-201 Page 4 ofS 

# 1Je[aware PAGE 1 

# %.e :FirstState

I, JEFFREY W. J30LLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBX CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIF:rCATE OF AMENDMENT OF "GULFSTREAM AIR EXPRESS, LLC", CHANGING ITS NAME FROM "GULFSTREAM AIR EXPRESS, LLC" TO "SUN AIR EXPRESS, J:.LC", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF JUNE, A.D. 2011, AT 4:40 0 'CLOCK P.M.

4977897 8100 110726870 You JDay varilv this corti£ic.ate on.Hna at cor:p.**de~anre.** gov I aut:hvur. sht:llll DATE: 06-16-11State of**De~aware** Secretary of State Division ot:cor,porations Delivered 04:51 PM 06/15/2011

FILED 04:40 PM 06/15/2011 SRV 110726870

- 4977897 FILE 

### STATE OF DELAWARE 

### CERTIFICATE OFAMENDMENT TO CERTIFICATEOFFORMATION 

### OF GULFSTREAMA1R EXPRESS, LLC 

### Exhibit SUN-201 Page 5 ofS

Gulfstream Air Express, LLC, 

### a limited liability company organized and existing 

### under and 

### by virtue of the Limited 

### Liability Company Act of the State of Delaware, docs hereby certify:


### I. The name ofthe limited liability company is Gulfstream AirExpress, LLC. 

### 2. The Certificate ofFonnation ofthe limited liability company is hereby 

### amended 

### as follows: "The name ofthe 

### limited liabilitycompany is SunAirExpress, LLC." 

### IN WITNESS WHEREOF, the undersigned ha.c;; executed this Certificate on the 15th day ofJune, 20II.

CHlCAG0/1122.)()887.!

# VEDDERPRICE

DAVID M. HERNANDEZ SHAREHOLDER 202-312-3340 dhemandez@vedderprice.corn



### VIA OVERNIGHTAND EMAIL Edward M. DaSilva Principal Operations Inspector Federal AviationAdministration SouthFloridaFSDO

- 19 2895 SW 145thAvenue, Suite 120 Miramar, FL 33027 VEDDER PRICE P.C. 14011 STREET NW, SUITE 1100 WASHINGTON, D.C. 20005 202·312·3320 FAX: 202·312·3322 

### ExhibitSUN-202 Page 1 

### of2

CHICAGO • NEW YORK CITY • WASHINGTON, D.C.


### August 16, 2011

Re: SUNAIRExpress LLC and Ownership Change DearMr. da Silva: Onbehalfofmy client, VP AA Co. ("VPAA")please be advised that VP AA sold all of the outstanding stock ofSUNAIRExpress, LLC ("SunAir") to CooperTrading Corporation, a Floridacorporation ("Cooper") effectivetoday. Cooperis 100 percentownedbyThomas L. Cooper, a citizen ofthe United States. Mr. Cooperis also the President ofSunAir. Please direct all communicationsregarding the SunAirto Mr. Cooperinthe future. Please contactme ifyou need any additional information orhave anyquestions or concerns. Thankyoufor yourconsideration and courtesies.

# t~~~~ Counsel for VPAA Co.

# VEDDERPRJCE. Edward da Silva, Principal Manager June 17, 2011 Page2 DMH/ms Enclosures
cc: Sergio Lopez, FSD0-19Manager Robbie Robinson, FSD0-19Front Line Manager Thomas Cooper, SunAirExpress LLC Charles Asfour, VPAA Co. Exhibit SUN-202 Page 2 of2

## CURRENT FLEET Exhibit SUN-300 Page 1 of1

Sun Air currently operates four Piper Chieftain PA-31-350 aircraft. It

### leases three of these aircraft from Cooper Trading Corp., the sole owner ofApplicant. The fourth aircraft is leased from TGAAP, LLC. TGAAP is a Florida corporationthat is unrelated to Applicant. The Piper Chieftain has the capacity to carry up to nine passengers orapproximately 2,000 pounds ofcargo. The aircraft are identified below: Make/Model Serial No. Reg. No. Lessor 1978 Piper Chieftain PA-31-350 31-7752075 N-7090B Cooper Trading Corp. 1978 Piper Chieftain PA-31-350 31-7852137 N-27319 Cooper Trading Corp. 1998 Piper Chieftain PA-31-350 31-7405159 N-515RM Cooper Trading Corp. 1973 Piper Chieftain PA-31-350 31-7305121 N-614HR TGAAP,LLC The FAA has certified these aircraft, all ofwhich currently comply with all applicable FAA safety standards. Sun Airhas enclosed the Safety Compliance Affidavit in Exhibit SUN-301. Applicant is considering whether to lease a fifth aircraft sometime in 2012.

### AFFIDAVIT OF SAFETY COMPLIANCE FOR

STATE OF FLORIDA COUNTY OFBROWARD 

### SUN AIR EXPRESS, LLC d/b/a SUNAIR INTERNATIONAL

I, 

### Thomas L. 

### Cooper, being first duly sworn, depose and say: 

### Exhibit SUN-301 Page 1 of1

1. That I amduly elected, qualified, and serving as President and ChiefExecutive Officer ofSunAir

### Express, LLC d/b/a SunAirInternational ("Applicant") and that 

### I 

### am authorizedto and do make this affidavit for it. 2. Thatall aircraft leasedby Applicanthave beencertified bythe Federal Aviation Administration and currently comply with (a) all applicableFederal Aviation Administration safety standards underPart 

### 135 and (b) the noise standards ofPart 

### 3 6ofthe FederalAviation Regulations.

# =&per~
Subscribed and sworn to before methis 

## ?;ti day of

# kwf-. , 2011. jl 

### (Sign e ofNotaryPubhc) (SEAL)

### OPERATING AUTHORITY Exhibit SUN-400 Page 1 of1



### Sun Air currently holds exemption authority, under Part 298 ofthe Department's regulations, to conduct air taxi operator services. Exhibit SUN-401consists ofthe amended Air Taxi OperatorRegistration form (Form 4507) that Sun Air filed with the FAA on June 16,2011. It

### also includes an amended Form 4507 submitted on August 19,2011. This latter Form 4507 reported that Applicant plannedto use atrade name and plannedto commence scheduled passenger services as an air taxi operator. The FAA approved this form on September 1, 2011. Sun Air also holds a Part 135 Air Carrier Certificate. The FAA originally issued this Certificate to River Valley Aviation Academy, Inc. on or about November 30, 1994. The FAA reissued the Certificate on July 18,2002 in the name "Gulfstream Air Charter, Inc." and on October 18, 2007 in the name "Gulfstream Connection, Inc." On September 2, 2011, the FAA reissued the Certificate in the name of"SunAir Express, LLC." The Operations Specifications identify the complete name and trade name: "SunAir Express, LLC d/b/a Sun Air International." Exhibit SUN-402 contains the most recent reissued FAA Air Carrier Certificate and the pertinentpage ofthe Operations Specification. On or about September 6, 2011, Sun Air filed the Pre-Application Statement ofIntent regarding its plans to offer scheduled passenger air transportation services as a commuter air carrier. This application is still pending before the FAA. The Principal Operations Inspector responsible for overseeing Applicant's operations is: Mr. Edward Dasilva Flight Standards District Office

- 17 2895 S.W. 145th Ave., Suite 120 Miramar, FL 33027 (954) 641-6000 The application is enclosed in Exhibit SUN-403.AGENCY DISPAY OF ESTIMATED BURDEN 

### Page 1 

### of4 Approved by OMB OMB No. 2120-0633 Expires: 2128109

The public reporting burden for the collection of information Is estimated to average 30 minutes per response. Ifyou wish to comment on the accuracy ofthe estimate or make suggestions for reducing the burden, please direct your comments to the!,!& Department of Transportation. Office ofAviation Analysis. X-56, 400 71tl Street S.W

.. Washington D.C. 20590 PAPER WORK REDUCTION ACT OF 1995 Underthe Paperwork Reduction Act of 1995, no persons are required to respond to a collection of information unless it displays avalid OMB control number. The OMB control number is displayed in the upper right-hand corner ofthis form.

U.S. Department of Transportation Office ofthe Secretary ofTransportation AIR TAXI OPERA TOR REGISTRATION AND AMENDMENTS UNDER PART 298 OF THE REGULATIONS OF THE DEPARTMENT OF TRANSPORTATION
Where to file: Submit this form, In duplicate, along with a Certificate of Insurance (OST Form 641 0) evidencing required liability insurance coverage for the aircraft listed in Block 6 ofthis registration, to the Federal Aviation Administration (FAA), Air Transportation Division, AFS-200, Room 831, 800 Independence Avenue, S.W., Washington, D.C. 20591. Exception: For air taxis located in the State of Alaska, submit this form and the OST Form 6410 to the Federal Aviation Administration (FAA), Alaskan Region Headquarters, AAL-230, 222 West 7tn Avenue. Box 14, Anchorage, Alaska 99513. Fees: The fee for the i.Qillgl registration ofan air taxi is $8. There is no filing fee for amendments to registrations previously filed.

1 a. Name (andDBA, ifapplicable) and Mailing Address of the Registering Carrier:

1b. Telephone No. CJSY-0'!:'1- 

### 2-rz
..

## + Fax No.**-~~$_'1_- _~_:_.-_<?_s_o_2..**  

## __ 2a. Address of principal place of business (ifdifferent from above):

2b. Telephone No. Fax No. 4. This filing is the carrier's: 

### p.:;·.r•- FOR USE BY DOT ONLY

Effective date of**reg~stranon/amendments**
3a. Federal Aviation Administration certificate number



## :1.1 :JA- 

## 09'S K. 3b. Address of local FAA offtee:

I 

### TLollivc..

3c. FAA Telephone No
.. 

### "JSY- (ol(I - 0 ooo 3d. FAA Principal Operations Inspector 

## E- Dv.A>,f!.,., 

## D A5\1-Vp._ 

### 0 Initial Registration

## ~Amendmeht to reflec-gZ\\e previous

## ~ling (Complete item 9) If initial registration, give proposed date ofcommencement of**operatic~~:"-** 5. Check type or types of service the carrier intends to perform upon**comr¥ric~menro**

performing: · · _. 

### 0 Scheduled passenger* 

### 0 Scheduled cargo Dl:'On-demand passenger 

### 15[ On-demand cargo s, or,fQr',amendments. service the carrier is currently 

### 0 Air ambulance 

### 0 Seasonal 

### 0 Mail under a U.S. Postal Service contract 0 Other (Please specify)*'-------------------- • Check only Ifservice Is limited to less than five (5) round trips perweek on at least one route between two or more points and is operated pursuant to published flight schedules which specify the times, days ofthe week, and places between which such flights are perfonned. Companies proposing or operating scheduled passenger services offive (5) or more round trips per week on at least one route between two or more points pursuant to published flight schedules which specify the times, days of the week, and places between which such flights are performed may not conduct such operations under this registration. Instead, such companies must be found "fit, willing, and able" to provide such services as a commuter air carrier. See 14 CFR 298, Subpart E. 

# I •• For example, ifthe carrier performs other services such as fire fighting operations for the U.S. Forest Service, it should be indicated here.

OST Form 4507 (Rev. 2-06)

## 16. Aircraftwhich the carrier proposes to operate in air taxi service or, for amendments, aircraft currentiy operated: AirallftMake andModel FAA Registration Number 1.

### ?~**3\-~So** 

### t..J Co\'--\

### \-\L

2.

## ~~**~~** 

## -1,SO**~** 

# 10'106
3. 

## ff::>r**~~-?:>'So** 

## N -z_-=t**~\** 

# '9

4.

## ~~**~\~ 3~0** 

### ~**~\** :.A-W

5. (Add additionalsheets ifnecessary) PassengerSeats Installed* 

# 5 9 Exhibit SUN-401 Page 2 of4

7. Is the registering carrier a U.S. citizen?

## ~ ONO !iQ!g: An air taJ<I or commuter regostered under Part 298 must be a citizen of the United States. 49 USC 40102(a)(15) defines a U.S. Citizen as (a) an individual who is a U.S. atizen: (b) a partnership of which each member is a U.S. citizen; Of (c) a corporation or association organized undertl1e laws ofthe United States or a state. the District of Columbia. or a tenitory or possession of the United States, ofwhich the president and at least lwo-thirds of the board ofdirectors and other managing offiCers ana citizens ofthe United States, which is underthe actual control ofcitizens of the United States, and in which at least 75 percent of the voting 1nterest is owned or controlled by persons that are citizens of the Urnted States.

* This does not Include seats occupied by the pilot or co-pilot unless the latter is available for

passenger use. 8. Ifthis is an amendment, has the carrier carried passengers in foreign air transportation, that is, between any point in the United States and any point**outside~thereof** during the past 12 months: ES 0NO
9. REPORT CHANGES OR AMENDMENTS TO INFORMATION PREVIOULSLY FILED V\IITHIN 30 DAYS OF THE EFFECTIVE DATE:

a. Change in Carrier's Name and/or Address (Please specify): FormerName sndAddress: Current Name andAddress:

## ~**Vt-~S\** 1'2-C-P..."'

## c~N N

# e:.c...,, 0(-J I J,...-NC-. 

## A-\e........ 

# \Sso**~w** 

## Y"11Q**S~-\- ~L**  

### I

b. Description ofAny Other Changes or Amendments (Including additions ordeletions ofaircraft, change in type ofoperations, registration numbers, etc.):



## _ N**~-c c~PTN.se:** 

- Ce'Q...'"""'y:;,.C,A..Tc_ l,h.lHf.lect_

### c,IJ.~<QC...



# - c**~........._** C&>e-



## - -e_ r Fe.c.-'\\>J**~** 

## .3:>**~'**E10. Certification 

### I certify that the information contained in this application is complete and accurate to the best of my knowledge. The carrier subscribes to the lATA lntercarrier Agreement; the lATA Agreement on Measures to Implement the lATA lntercarrierAgreement, and the ATA Agreement on Provisions Implementing the lATA lntercarrierAgreement to be Included in Conditions of Carriage and Tariffs 

### (see OST Form 4523-A), and in accordance with those Agreements agrees underArticle 22(1) ofthe Warsaw Convention or the Warsaw Convention as amended by the Hague Protocol that the liability limits for passenger injury or death in international transportation as defined in the Convention are waived in their entirety.

Date:
__ 

# J
__ J_t-J_c
__ 

### l0-=--+-L.._--1--.2_0_1_1
___ _

Place: 

## '"'f'"o V<- 

## l.-fiV**pen...~\** t.. ) 

## -:FLo YL; Do- (Cityand Sate) ........ 

# ____ .)**~** Signature:-------::::--:-:---------- (See note)

### Name~S.~P.,NOA-**'::;/c:;;rv(a€1U~** D£. 

# fuK... (Please type)

Note: This registration mustbe signedby a responsible officer, such as the President, Vice President, Secretary or Treasurer, orpartnerorowner ofthe C3rrier. TO ENSURE PROPER PROCESSING OF THIS REGISTRATION, PLEASE COMPLETE THIS FORM IN ITS ENTIRETY. 

# -AGENCY DISPAY OF ESTIMATED BURDEN 

### Exhibit SUN-401 Page 3 of4

Approved by OMB OMB No. 2120-0633 Expires 2128109

The public repor!ing burden for the collection ot Information is estimated to average 30 minutes per response. Ifyou wish to commenton the accuracy ofthe estimate cr make suggestions for reducing the burden, please direct your comrnenls to the u.s. Department ot Transponation. Office of Aviation A(lalysis. X-56. 400 7"' Street S.W

.. Washington D.C 20590

- PAPER WORK REDUCTION ACT OF 1995 Underthe Paperwork Reduction Act of 1995. no persons are reqwred to respond to a conect•cn of informatic>n unless it displays a valid OMB control number. The OMB control**~umber** is displayed in the upper right-hand corner ofthis form.

U.S.**Oepartm~nt** cf T ransportatlon Office ofthe Secretaty ofTran•ponatton AIR TAXI OPERATOR REGISTRATION AND AMENDMENTS UNDER PART 298 OF THE REGULATIONS OF THE DEPARTMENT OF TRANSPORTATION
----------. --···· ------ Where to file: Submitthis form, In duplicate. along with a Cert•ficate or Insurance lOST Form 6410) evidencing required liabifity insurance coverage for the ;>ircraft listed in Block 6 of thiS registration. to the Federal Aviation Administralion (FAA). Air Transportauc.n Division. AFS-200. Room 831, 800 Independence Avenue. S.W., Washington, D.C. 20591. Exception: For air texis located in the State of**~-submit** this loon and the OST Form 6410 to the Federal Aviation Administration (F/IA). Alaskan Region Headquarters. AAL-230, 222 West 7"' Avenue, Box 14. Anchorage. Alaska 99513. Faes: The fee for the Initial registration of an air taxi is SS There is no filing fee for amendments to registrations previously filed.

1a. Name (ana DBA, ifapplicable) and Mailing Address of the Registering Carrier: 

### SUn 

### Air 

### Express, LlC 

### 3201 

### Griffin Road Ft. Lauderdale, 

### FL 33312 954 660-9865 1b. Telephone No.------------**9~54** 

### 894-0367 Fax No.--------------- FOR USE BY DOT ONLY



## SEP

- 11011 1 33. Feoeraf />.viatio.-1 Adrrinistration e!!rtiCa!e number

# ~3b**~~c:~A ~~~**  •2895 

### s.w. 145th Ave.

· 1

### suite 

### 120 1 

### Miranar, FL 33027 

# i**f-:::-~:----:--:----c:---:---:-:----~=---,.---,--c----------·------l** 2a Address of prindpal place of business (ifdifferent lrom above): i 

# I" '954'64'_t_-_6_o_o_o
___ _ ! :x1, FAA Pnr.cioaJ · )pe:-atiOf'\5.**lns:PQc~r** 1 

### Edvard DaSilva 2b. Telephone No. 4. This filing iS the carrier's· 0 Initial Registration**~** Amendmenr to reflect changes since prevrous filing (Complere item 9) 

# 1

Ifinitial registration. give proposed date of**commencemen.t~ ~o':_:•** **o:::p:e~ra~t::ion:_:. ~s:_::** 

# =========:;::=======·=======---,--,----,----j 5. Check type or types of service the. carrier intends to perform upon commencement of operations. or. for amendments. service the carrier is currenlly

performing: !XScheduled passenger· 0 Scheduled cargo 0 Mali**under~** u.s. Postal Service contract Kl On-demand passenger 0 Air ambulance Kl On-demand cargo 0 Seasoni'll 0 Olher (Pigase specif'!)""**-~--------------------------** • Chttck only ifservice is limited to less than five (51 round trips perweek on at least one route b<>twoen two or more points and is 

## I operated pursuantto published flight schedules which specify the times, days of the week, and places between which such flights ar11 pe-rformed. Companies proposing or operating scheduled passenger servrces off•ve (5) or more round !rips perweek on at least one route between two or more points pursuant to published flight schedules which specify the times. days of the week, and pl<:ces between which suCh flights are performed may not conduct such operations underthis registration Instead. such companies must be found "til, willing. and abte'to provide such services as a commuter air carrier. See 14 CFR 298. Subpart E
•• For example, ifthe carrier performs other services such as ·ire fighting operations for the U.S. Forest**Service,~** should be indicated here. OST Form 4507 (Rev. 2-06)t}. Aircraft \'lllk;lt tile =rlerpmpose5 ro operate In air raxt semc:eOr. tor amel1flmem5. Qli

...ClllviUI<iiiUJ Ul-<'fti\C\1. AircraftMake alldMOdttl FAA**Regi~~tion** NUtnber 1. 

### PA 31-350 

### _**_,N"--"'6=1~4BR::.:._**

### _____ _ 2. 

### PA 

### 31-350 N 7090B

3. 

### PA 31-350 

### N 27319
4. 

### PA 31-350 N 

## s1sm PassengerSeats**TnstaJ~·** 

### 9 9 9 9 

### Exhibit SUN-401 Page 4 of4

7 !s me registering carrier a U.S. clli2t>n? [XYES ONO ®J!: An .2!f t;ln or**~rrwru** ... -tttttgtsfiild"**1.t~r** Part 2Q8 rntls.t be a**c-~lzen** 01 me United Srares.**~9** usc 40102ja)(15)**~eflnes** a U.S (:it;tMas(a}enfi'Gvtlvalwhclt: •U.S. QIQ:an.: {b) a pa.n.nersh!p orwr.cn**~** rtltl'nberIa a u.s. ciRen or (c) e corpOtalkln 0<**as~**uganired IJI'1Mrtwf<lo.;-s 01111e LfrJtsd SW&S otaotaee. thR 01$1oct"' COII.nlllia.o: aumto.y or 

### pas""''""' "'1M I.Jtlila<!Stm•. o1Wllictll!le P'"'tll<lntano"' llli5ltwa-111ir<IS 01 \1»Doa'dof r:irec10r&II'IO onermanaging olf<el!<t .,.Oiti.:<.,. oflh8**~~~lied** Sittu, whichis urnlMtllo !!Ctuol conlrol ofcilizens ol :he U<tile<l**~s.** 11\C! i'1 >Yhich at ttaSt 75**per~Mit** tX lh8 VOlir"lQ 1nte!eitIs. CM'rW<JOr' conttt>lteG b'y p:srsont ll'tat are Qtaoos0: me Untteo States 6, 8. If this Is an amenO·-m-e-nt:-.:-h.,.-,.-:-,h:-e-c_ar_r,-ier_ca_rr_ied-c--l 

## I passengers in foreign airtransportation, that is, 1 between any point**~-** the United Stales and any (Addadditional sheets ifnecessaf}') • This does notindudeseats occupied by the pilot or co-pilot unless the latter 11 available for

passengeruse. I point outside thereof. during the past 12 

# Irnonths: S)YES 

### 0 NO
9. REPORT CHANGES OR AMENDMENTS TO INFORMATION l'REVIOULSLY FILEDWITHIN 30 DiiVS OF THE E:FFECTiVE. DATE:

a. Change in Ca.nier'a Name and/orAddreu (Please specify}:**F~:>rmar**Nama andAddrase<:
SUn 

### Air Express, 

### LI.C 

### 3201 

### Griff:in Road Ft. I..a.u1erdale, 

### FL 

### 333l2 CurrentName sncJA·:taess:
SUn 

### Air 

### Express, LIC 

### d/l:t'a Stm 

### Air 

### International 3201 Griffin Road Ft. 

### Lauderdale r 

### FL 33312

b. O.sctipton ofAny Other Changesor Ametldmenls (lncltJding lkidilions or delerions ofa11Cralt. chengtt in type ofop<>,.,lions, registration ntJmbers. et<:c): Name ch:mge Rerrove 

### Piper 

### Chieftain NSlHN Add Piper 

### Chieftain NSlSRM

10, Certillcalion I certify that the information contained in this application is complete and accurate to the best cf my knowledge. The carrier subscribes to the lATA lntercarrierAgreement: the lATA Agreement on Measuresto Implement the lATA Jntercarrier Agreement, and the ATA Agreement on Provisions Implementing the lATA lntercarrierAgreement to be Included in Conditions of Carriage and Tariffs (see OST Form 4523-A}, and in accordance with those Agreements agrees underArticle 22(1) ofthe Warsaw Convention or the Warsaw Convention as amended by the Hague Protocol thatthe liability limits for passenger injury ordeath 1n international transportation as defined in the Conven ' n are 

### waived in their entirety


### August 

### l9, 2Qll Name. Ttorras L. 

### Ccoper (Pfoo<se type) Dare:
________**~------~---------------------** 

### Ft. 

### Lauderdale, l!'!.. 

### President T1Ue: (CityandState)**~=--------------~~~~~---------~---** Nor.: Thlr regl$lf'3tlon m<Jsloo signedby"**responsib~** off!cer.**sue~** M thtt President Vice President. Secr.ISIY M rree$1Jnu, or**p~or** awner of

/he catrler: TO ENSURE PROPER PROCESSING OF THIS REGISTRATION, PLEASE COMPLETE THIS FORM IN ITS ENTIRETY. fUS Department ofTransportation Federal Aviation Administration 

# Air Carrier Certificate This certifies that SUN AIREXPRESS, LLC 3201 GRIFFINROAD 4TH FLOOR FORTLAUDERDALE, FLORIDA 33315 Exhibit SUN-402 Page 1 of2



### has met the requirements ofthe Federal Aviation Act of 1958, as amended, and the rules, regulations, and standards prescribed thereunder for the issuance ofthis certificate and is hereby authorized to operate as an air carrier and conduct common carriage operations in accordance with said Act and the rules, regulations, and standards prescribed thereunder and the terms, conditions, and limitations contained in the approved operations specifications.
This certificate is not transferable and, unless sooner surrendered, suspended, or revoked, shall continue in effect indefinitely.

Certificate number: ITJA067N Effective Date: SEPTEMBER 1, 2011 Issued at: ASO-FSD0-19

FAA Form 8430-18 {6-87) AFS Electromc Forms System- v2.2 

### By Direction ofthe Administrator

(Signature) MANAGER (Title) SOUTHERN REGION FSD0-19 (Region/Office)U.S. Department ofTransportation Federal Aviation Administration



### AOC #: ITJA067N Expiration Date :N/A Operations Specifications

AIR OPERATOR CERTIFICATE 

### State ofthe Operator United States ofAmerica Issuing Authority Federal Aviation Administration SUN AIR EXPRESS, LLC Dba: SUN AIR INTERNATIONAL 

### Operator Address: 320I Griffin Road 4th Floor Ft. Lauderdale, Florida 33315 Telephone: 954-660-9869 Fax: 954-894-0367 E-mail: rbooth@gosunair.com 

### Exhibit SUN-402 Page 2 of2

Operational Points of Contact: Robert Booth Contact details, at which operational management can be contacted without undue delay, are listed in GOM Page A-2

This certificate certifies that SUN AIR EXPRESS, LLC is authorized to perform commercial air operations, as defined in the attached operations specifications, in accordance with the Operations Manual and the 14 CFR Part 135. Date oflssue:August 17, 2011 Name: Sergio Lopez Title: Manager CERTIFICATION STATEMENT 

### I hereby certify that the attached is a tme copy ofthe SUN AIR EXPRESS, LLC AOC issued at S019- Miami (MIA) on AS0-19 by the FAA.

Print Date: 9/112011 A999-1 Certificate No.: ITJA067N SUN AIR EXPRESS, LLCFur111**Appfl;V~O** OMB No. 2120-0593 01/31/2008 

# 0 PREAPPLICATION STATEMENT OF INTENT Exhibit SUN-403 Page 1 of2 US Department ofTransportation Federal Aviation Administration Paperwori<: Reduction Act Statement: Tttle 49 U.S.C

.. Section 44702 empowers the Secretary**o~** Transportat1on to 1ssue air camer operatmg certificates and to establish minimum safety standards for the**opc~euon** of the a1r carrier to whom such certificates ere issued The complete(j Preapphcmion Statement ol !ntent (PAS!) oenotes an tntent by**~he** appltcant to**contt~ue** the certifiCation process. The local FAA Flight Standards District Office (FSDO) uses the PASI to evaluate the comple>ity of the proposed opera11on The FPA Will use the mformallon 11 collects and reVJews to ensure compliance and aaherence to regutaUons end. 1f neces5ary, tak.e enrorcement action on v1olators or the**regu~allors** The FAA es11mates tl<e average burden for th1s cert1ficate apphcat1on process. to indude processing of this form. is 96 hours. Respondents have been given no assurance of confidentiality An agency may not conduct or sponsor and aperson ts r.ot requtred to respon to acollecuon of tnformalton uruess it displays a currently vatid OMS control number. The OMB control number associated wrth !h1:s collection rs**2~20-0593.** Gc,mments concemtng !he accuracy of th1S burden and sugges!tons ror reduang the bunden should be directedto the FAA at: 800 IndePendence Ave sw washinaton. DC 20591 Attn. 1nformat1on Collect1cn Clearance Off1cer ABA-20 Section 1A. To Be Completed By All Applicants 1. Name and mailing address of company 2. Address of principal base where operations will be conducted



### Sun Air Express, LLC (do not use post office box) 

### d/1::/a Stm Air International 240 

## s.w. 34th Street 3201 Griff

### in Rd., 4th Floor Fort Lauderdale, FL 

### 33315 Fort Lauderdale, FL 

### 33312 3. Proposed Start-up date



### Decerol::er 1, 2011 

# 14. Requested three-letter company identifier in order of preference 1 

### FDY (Already assigned) 3 5. Management Personnel Name (last. first. middle) Title Telephone (including area code) 

### Ccoper, 

### TlDmas L. CED & 

### President 954 660-9866 B:x:>th, Rol:ert D. Dir.of Operations 954 282-1802 Krupilis, Leo 

### Dir.of Maintenance 954 857-7246

Section 1B. To Be Completed By Air Operators 6. Proposed type ofoperation {check as many as applicable)

latAirCarrier Certificate 

### 0 Part 121 

### 1iZI Passengers and Cargo 

### 0 Stngle P1lot Operator :fioperating Certificate**~** Part125 

### 0 Cargo Only 

### 43 Single Pilot-in-Command Operator Part 135 

### ::4XJ Schedcled Operations 

### fi Basic Part 135 Operator 

### 1ilXI Nonscheduled Operations Section 1C. To Be Completed By AirAgencies 7. Proposed type of agency and rating{s) 

## 0 Part 145 Repair Stat1on 

## 0 Part 147 Matntenance Technical School 

## 0 Domestic 0Airframe 

## 0 Foreign 0New 

## 0 Renew 0 Powerplant Osatellrte 0 Both OAirtrame 

## 0 Instrument 0 Powerplant 0 Accessory 0 Part 149 ParachJte coft 

## 0 Propeller 

## 0 Specialized Service 

## 0 Radio Section 10. To Be CompletedByAir Operators 8. Aircraft Data 9. Geographic area of Intended operations Numbers and types of aircraft Number of passenger s-eats or (by make. model, and series) cargo payload capac1ty 

### Florida (four} PA-3l-350 9 

### seats Bah:trras CUl:a

FAA Form 8400 6 (6-95) Supersedes PreVIous Ed11ion 

## . NSNOOSZ·00-889-4002Section 1E. To Be CompletedByAllApplicants 

### ExhibitSUN-403 Page2 of2

10. Additional information that provides a better understanding of the proposed operation or business (attach additional sheets, ifnecessary) 

### SUn 

### Air Express, LLC d/b/a SUn 

### Air International currently provides on-demand tran::p:>rtation rervices of pass:mgers and 

### cargo, purSJal1t to Part 298 of tte Depa.rtrrent' s regulations and to 

### a Part 135 Air Carrier Certificate. SUn 

### Air prirrarily provides ttes= air taxi rervices betveen points in Florida and bet\\een };X)ints in Florida and };X)ints in 

### the Ba:tarras. Sun 

## Air ¥.ants to offer s::teduled pass

### enger tran::p::>rtation rervices, as a corrrnuter airline and now ru.l:mits this Application for tlE required autlnrity. Initially, Sun Air pror:oses to 

### offer daily round-trip flights l:etv.een West 

### Palm Beach and Freeport. Sun Air will provide tlEs= rervices with Piper Chieftain (with nine pass=nger seats) aircraft. Sun Air wistes to 

### COIIDEnce ttese rervices on December 1, 2011.

11. The statements and Information contained on this form denote an intentto apply for FAA certification. Signature

# ~ Date Name and Title

### ~//

# ~**?z.~~** Sept. 6 , 2011 Tlnnas L. Cooper

# ~ CED & 

### President -? Section 2. To Be CompletedByFAA Distrlct Office Received by (district office): Date forwarded to Region: Date: For: 

### 0 Action 

### 0 Information only Remarks

Section 3. To Be CompletedBy Regional Office Received by: Precertification Number: Date: Date coordinated with AVN-120: Districtoffice assigned responsibility: Date forwarded to district office: Remarks

FAA Form 8400·6 (6-95) Supersedes Prev1ous Ed111on NSN: 0052-00-889-4002

### COMPANY STRUCTURE AND OWNERSHIP Form ofOrganization 

### Exhibit SUN-500 

### Page 1of3

Applicant was reorganized inMay 2011 into a Delaware limited liability company. The current name ofApplicant is "SunAir Express, LLC d/b/a Sun Air International." Cooper Trading Corporation is the sole owner ofApplicant. Mr. Thomas L. Cooperholds 100 percent of the issued and outstanding shares ofcommon stock in CooperTrading. See Exhibits SUN-200 and SUN-201. Certificate ofGood Standing Sun Air submits in Exhibit SUN-501 a certificate ofgood standing from the Delaware Department ofState. The certificate was issued onJune 16, 2011. Affidavit ofCitizenship SunAiris a citizen ofthe United States, as required in the Transportation Code. Applicant's ultimate owneris a U.S. citizen, and all members ofthe Management Team are U.S. citizens. No foreign persons orentities have the powerto influence Applicant in any manner. Exhibit SUN-502 contains the affidavit certifying its citizenship. Description ofOwnership CooperTrading holds all interests in SunAir. As mentioned above, Mr. Cooper is the sole shareholder ofCooperTrading. No otherindividual or organization has any ownership interest in orcontrol over Sun Air. Belowis a list identifying the persons (individuals and entities) that own orcontrol Sun Air:

### Exhibit SUN-500 Page 2 of3 Ownership ofSun AirExpress, LLC d/b/a Sun Air International

Name Principal Address Citizenship Principal Voting Percentage Owner Business Shares Interest 

### Sun Air Cooper 3201 Griffin Rd. U.S. Leasing n/a 100% Express, Trading Corp. 4th Floor corporation aircraft LLC Ft. Lauderdale, FL 33312

Ownership ofCooperTrading Corp.

Name Principal Address Citizenship Principal Voting Percentage Shareholder Business Shares Shares 

### Cooper Thomas L. 

### 15790 Lindbergh United States CEO, 1,000 100% Trading Cooper Lane, President issued and Corp. Wellington, FL outstanding 33414

Business Affiliations ofSole Owner As mentioned above, Sun Airhas only one individual owner: Thomas L. 

### Cooper. Mr. Cooper also holds stock and/or has served as a director orofficer in other aviation-related entities. Applicant provides information relating to his stock interest and executive positions in Exhibit SUN-607. Operating Divisions and Subsidiaries SunAirdoes not have any operating divisions at this time. It also does not have any subsidiaries and does not own any stock in any air carrier, common carrier, orperson substantially engaged in the business ofaeronautics. Sun Air, moreover, does not have a financial interest in any air carrier, common carrier, orperson substantially engaged in the

### Exhibit SUN-500 Page 3 of3


### business ofaeronautics. Other than Mr. 

### Cooper, the other members ofApplicant's Management Team do not have interests in orhold positions at other aviation-related companies.

# tJJe[aware '!fie 

# !FirstState Exhibit SUN-501 Page 1 of 1

PAGE 1

I/· JEFFREY W. BULLOCK/ SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "SUN AIR EXPRESS, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTEENTH DAY OF JUNE, A.D. 2011. AND I DO HEREBY FURTHER c;ERTIFY THAT THE SAID ''SUN AIR EXPRESS, LLC" WAS FORMED ON THE FOURTH DAY OF MAY/ A.D. 2011. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE.



### 4977897 8300

You may verify this certificate onli.ne at corp.delaware.gov/authver.shtml

### AFFIDAVIT OF CITIZENSHIP FOR SUN AIR EXPRESS, LLC d/b/a SUN AIRINTERNATIONAL Exhibit SUN-502 

### Page 1ofl

STATE OF FLORIDA COUNTY OFBROWARD I, Thomas L. Cooper, being first duly sworn, depose and say that: 

### 1.

2. 3. 

### I am duly elected, qualified, and serving as President and ChiefExecutive Officer ofSunAir Express, LLC d/b/a Sun AirInternational ("Applicant"), a Delaware limited liability company; 

### I am authorizedto and do makethis affidavit on behalfofApplicant; Applicant is a citizen ofthe United States withinthe meaning of49 

### U.S.C. 40102(a)(15).

Thomas 

### L. Cooper

Subscribed and swornto before methisfe 

### /fl. day of

# ¥· , 2011.
(Sign ure ofNotaryPubhc) (SEAL)

### OFFICERS AND KEY MANAGEMENT PERSONNEL 

### Management Team Exhibit SUN-600 Page 1 of4



### Sun Air is a lean and efficient Part 135 air carrier. It currently has a total often employees. Ofthese employees, four individuals serve as Officers and Key Management Personnel (the "Management Team"). Applicant has the appropriate number ofmembers in the Management Team to ensure a safe and efficient operation. Sun Air encloses Exhibit SUN-601, a chart listing its Management Team. This exhibit identifies the title, employment dates, and citizenship ofeachteam member. The business address for eachteam member is: 3201 Griffin Road, Fourth Floor, Fort Lauderdale, FL 33312. As confirmed in Exhibit SUN-601, each member ofthe Management Team is a citizen ofthe United States. None ofthese individuals is related by blood or marriage. Sun Air also encloses Exhibit SUN-602. This chart confirms that no member ofthe Management Team has any actions orjudgments against him orany investigations involving him. Business Experiences and Affiliations Sun Air's Management Team has a strong array ofcomplementary skills and experience. This enables Applicant to run an efficient and successful operation. The relevant business experiences ofthe Management Team are described in the resumes enclosed in Exhibits SUN603 through SUN-606. Mr. Thomas L. 

### Cooper is the only listed officer who holds interests in and/or senior executive positions with a company substantially engaged in the business ofaeronautics. Exhibit SUN-607 lists these interests and positions. Applicant describes in more detail below the responsibilities he has held in each ofthese businesses.

### Exhibit SUN-600 Page 2 of4
Mr. Cooperplans to spend a substantial majority ofhis time overseeing Applicant's business. He estimates that he will spend approximately 75 percent ofhistime each day at Sun Air. He will spend the remainingtime on other matters. 1. Cooper Trading Corp. As mentioned above, Mr. Cooperis the Chairman ofthe Board, ChiefExecutive Officer and President ofCooper Trading Corp. He holds 100 percent ofthe issued and outstanding
common stock ofCooper Trading. Cooper Trading is Applicant's sole owner. CooperTrading is inthe business ofstoring and leasing small aircraft. It

### currently owns three Piper Chieftain PA-31-350 aircraft. Cooper Trading has leased these aircraft to SunAirfor
a term ofthree years. These leases commenced on or about May 2011. Cooper Trading has a total ofthree officers, directors, and employees. Two officers assist Mr. Cooper in overseeing the daily activities at this company. As a result, Mr. Cooper does not spend more thanten (10) percent ofeach day attending to Cooper Trading matters. He will have ample time to devote to SunAir. 2. Sebastian Aero Services, Inc. Mr. Cooper also serves as the Chairman ofthe Board, ChiefExecutive Officer and President ofSebastianAero Services, Inc. ("Sebastian"). He owns 100 percent ofSebastian's issued and outstanding common stock. This corporation is entirely separate from and not related to Sun Air. Sebastian is a corporation organized under the laws ofthe State ofFlorida. Itis located at the Sebastian Airport in Sebastian, Florida. 

### It is a fixed-base operation that primarilyprovides aircraft maintenance and aircraft tie-down services. It also rents aircraft and provides aviation fuel.

### Exhibit SUN-600 Page 3 of4


### Sebastian has one officer and director

- Mr. Cooper

- and employs four other individuals. One ofthe employees serves as General Manager, who assists Mr. Cooper in attending to the daily business matters. A second employee handles recordkeeping and bookkeeping. As aresult oftheir assistance, Mr. Cooper estimates that he will not spend more than five (5) percent of each day attending to Sebastianmatters. Accordingly, he will have ample time to devote to Applicant. 3. Gulfstream Air Charter, Inc. In additionto the above, Mr. Cooper is the Chairman ofthe Board, ChiefExecutive Officer and President ofGulfstream Air Charter, Inc. ("GAC"). He owns 100 percent ofGAC's issued and outstanding common stock. GAC is an indirect air carrierthat is licensed by the Office ofForeign Assets Control ("OFAC") and authorized by the Department to arrange public charter air transportation between authorized U.S. airports and authorized Cuban airports. GAC also is a separate legal entitythat is not related to Sun Air. Previously, in approximately 2006, the predecessor ofSun Airhad a Cuba Charter Division. That predecessor corporation was called "Gulfstream Air Charter, Inc." At that time, it was a Florida corporation that held a Part 135 Operating Certificate and Part 298 exemption authority to provide on-demand services. In late December 2006, Mr. 

### Cooperdecided to organize the Cuba Charter Division as a separate legal entity. The newcorporation was formed as "Gulfstream Air Charter, Inc." under the laws ofthe State ofDelaware. After all required notifications were made to OFAC, Mr. Coopertook steps to change the name ofthe existing Florida air taxi operator from "Gulf stream Air Charter" to "Gulfstream Connection, Inc." He then requested that the FAA reissue the Operating Certificate in the name "Gulfstream Connection, Inc." See Exhibit SUN-400.

### Exhibit SUN-600 Page 4 of4


### Since 2007, Gulfstream Connection ("Connection") has been a separate legal entity from the indirect air carrier called "GulfstreamAirCharter (GAC)." Connection holds a Part 135 Operating Certificate and Part 298 exemption authority. This was the wholly owned subsidiary ofGulfstream International Group, the holding company referenced in Exhibit SUN-200. As explained in Exhibit SUN-200, Connection was reestablished as a Delaware limited liability company, was purchased recently by Cooper Trading Corp., and was renamed "SunAir Express, LLC d/b/a Sun Air International." See Exhibit SUN-200; see also Exhibit SUN-400. GAC, by contrast, is a Delaware corporationthat provides indirect air carrier services only. Under an OFAC Carrier Service Provider license and with Department Part 380 authorization, GAC currently contracts with Part 121 air carriers to operate public charter flights between Miami, Florida and Havana, Cuba. GAC also contracts with air taxi operators to operate smaller, all-cargo aircraft from Miami to Havana. Thepassenger charter flights transport to Cubapersons, who are licensed to travel to Cuba. The all-cargo charter flights transport overflowbaggage that cannot be accommodated onthe passenger charter flights. GAC currently has a contract with Sun Air to periodically, on an as-needed basis, transport overflow baggage from Miami to Havana. GAC has twenty (20) officers, directors, and employees. All ofthe officers have worked with GAC for a number ofyears and have vast experience in managing this highly regulated Cuba services. One officer is devoted to OFAC-compliance matters. Another officer supervises employees to make sure they comply with OFAC procedures for screening customers. Another handles all accounting matters. With these experienced managers attending to the daily matters at GAC, Mr. Cooper will spend approximately ten (10) percent ofeach day at GAC. He, thus, will have ample time to devote to Sun Air.

### LIST OF OFFICERS, OWNERS,AND KEY PERSONNEL

Name Title & 

### Employment Ownership in Citizenship Experience and Dates* Applicant Responsibilities
Thomas L. 

### ChiefExecutive Officer, 100% owner United States Exhibit GAC-603 Cooper President since 07/26111
Robert D. Director ofOperations, nla United States Exhibit GAC-604 Booth Safety Officer since 07/05/11
Leo A. Director ofMaintenance nla United States Exhibit GAC-605 Krupilis since 07115111
Lahouari ChiefPilot since 09112110 nla United States Exhibit GAC-606 Otmane**~·--····-** -·····-······-····--········- 

# * Business address: 3201 Griffin Road, Fourth Floor, Fort Lauderdale, Florida 33312 Exhibit SUN-601 Page 1

### of1

Business Affiliations

Exhibit GAC-607

None

None

None I

-········ --

### LIST OF ACTIONS AGAINST OFFICERS, OWNERS, AND KEY PERSONNEL

Name Title Section Section Section Section 204.3(1) 204.3(m) 204.3(o) 204.3(p)
Thomas L. 

### ChiefExecutive Officer, None None None None Cooper President, Sole Owner
Robert D. Director ofOperations, None None None None Booth Safety Officer
Leo A. Director ofMaintenance None None None None Krupilis
Lahouari ChiefPilot None None None None Otmane 

### Exhibit SUN-602 Page 1of1



### Section 204.3(q)

None

None

None

None

-

# Thomas L. Cooper 15790LindberghLane Wellington, FL 33414
LicensesATP- B-727/DC-3 Types FlightEngineer Turbo propeller Turbojet Rec FlightInstructor- Single/Multi/Instrument Private Sea Plane Total Flight Hours: In 

### excess of25,000 hours Aircraft

- FAR 121

- Pilot and/orFlight Engineer DC-3 CV-440 DC-6 C-46 M-404 DC-7 B/C/CF Aircraft

- FAR 135 - C-402 C-404 de Havilland Heron DC-3 (FAA designee) L-749-1049 B-707
C-45 Employment: 2011

- Present SunAirExpress, LLC, President & 

### CEO 2010

- Present Sebastian Aero Services, Inc., Chairman & 

### President 2005

- Present Gulfstream Air Charter, Inc., President & 

### CEO Exhibit SUN-603 Page 1 of 1



### B-727 Argosy

1989-2005 Gulfstream Int'l Airlines, Inc., Dania, Florida- Chairman & 

### C.E.O. 1998-2005 2002-2005 1998-2005
1997-2005 1988- Present 1962- 1991
1982- 1985 Education: 1970- 1973
1954- 1957 G-Air Holdings Corp.- Chairman, CEO & 

### President Aero Group Associates, Inc., Chairman, CEO & 

### President GulfstreamAcademy ofAeronautics, Inc. I 

### Gulfstream Air Charter Chairman, CEO, President Gulfstream Training Academy, Inc.- Chairman & 

### C.E.O. Cooper Trading Corp.

- Chairman, CEO & 

### President Eastern Airlines- Training Department- Sim Instructor Pilot I FlO, 

### Captain B-727, Check Airman Caribbean.Express Airlines, Miami, Florida

- President Embry Riddle Aeronautical University BachelorofScience degree 

### inManagement University ofNorth CarolinaAviation Resume Robert D. Booth 1921 NE 28 St., Lighthouse Point, Fl 33064 Tel: (954) 942-9230 Cell: 

### (954) 282-1802 

### Email: bob@skymax com Qualifications Airline Transport Pilot Certificate# 1964505 MEL Certified Flight Instructor #CFI 1964505 AS&MEL Second Class Medical Certificate Logged Flight Time as of 06/2011 Total Multi Engine Instrument Night Turbo-Prop Turbo-Jet Flight Instructor 17,857 16,973

2,786 4,068 5.460 PIC

994 SIC 1'123 Unblemished Safety Record Recurrent Training Schools Simcom 8200 King Air Flight Safety 8200 King Air Flight Safety C90 King Air Flight Safety Cheyenne l, II, IIXL, Ill Flight Safety C425 Flight Safety C441 Geographic Operating Experience Arctic, Bahamas. Canada, Caribbean. Central America, Cuba, Europe, Mexico, North Atlantic, South America, Russia. USA Aviation Industry Experience FAR 23: Certification Test Pilot, Century Commander FAR 91: Aircraft Owner, Aircraft Sales, Corporate Pilot FAR 135: Certificate Holder, Chief Pilot, Captain, Director of Operations., Company Instructor, Check Airman FAR 141: Flight School Instructor Personal Profile Married, Homeowner, Birth Place: Peoria, IL, U S.A US Passport, Safe Driving Record U.S. Navy Petty Officer, Honorable**D~scharge** Indiana University, Business Administration References on request Employment History
7/5/2011 -Present 

### Exhibit SUN-604 Page 1 of1

Sun Air 

### Express, LLC, Ft.Lauderdale, FL 

### Director of Operat.bns & 

### Safety Officer 712008- 5/2011 Bimini Island Air. Fort Lauderdale, FL Director of Operations, FAR 135 30 

### pax opns TSA Twelve-Five Security Program Manager FAA Drug &Alcohol Abatement Program Manager 7/2006- 712008 Sky Limo Corp. Fort Lauderdale, FL Captain, Check Airman FAR 135 On-Demand 8200 King Air 9/2001 - 6/2006 Patrick Power Corp. 

### Ft. Lauderdale, Fl Corporate Pilot managing and operating BE90 King Air 1997-2001 Bimini Island Air Ft. Lauderdale, FL Captain, Check Airman FAR 135 On-Demand 19 Pax SA226TC Metro II Sky Limo Corporation Ft. Lauderdale, FL Captain, Check Airman FAR 135 On-Demand 8200 King Air and SA226AT Merlin 1118 1985- 1997 

### Contract Pilot Captain BE90. BE20, AC90,C402,C404,C414,C421, C441, SA226, PA31, PA31T, PA34, PA44, PA60, NA265. LR25, LR35, CE500 1981-1985 American Aircraft Charter Corp Fort Lauderdale, FL Certificate Holder, Single Pilot Opns C402 

### 1978-1981 Sunair Charter Service, Fort Lauderdale, FL General Manager. Chief Pilot, Director of Operations C402,C441,C404, BE65, PA34 1977- 1978 Stocker Flying Service, South Bend, IN Captain, C310, BE55, PA31 Flight InstructorExperience

Accreditations 

### Exhibit SUN-605 Page 1 of1

120 SW 75th Terrace 

## Plantation, FL 33317 (954) 581-lll0 

# Leo Krupilis
July 

### 2011-Prerent Sun 

### Air Express, LLC Ft. Lauderdale, FL Director of Mamtenance 1998-June 20I 1 Gulfstream Int'I Airlines, Inc. Ft. Lauderdale, FL 

### Sr. VP AfaintenanceDepartment Current responsibilities include, but not limited to the following:

- Financial Obligations ofDepartment (to include budgetary requirements)

- Achieved significant reduction in department costs

- Maintain that maintenance practices are performed in accordance with FARs

- Responsible for 

### 21 Aircraft Fleet

- Manage 72 employees

- 

### I Maintenance Base and 

### 3 Line Stations 1995-1998 Paradise Island Airlines Miami, FL 

### Director of Maintenance- j'vfaintenance ControlJvfanager

- Responsible for manpower scheduling

- 30 employees

- Organized Maintenance/Airworthy Inspections on assigned aircraft

- Implemented technical support for line stations, to include aircraft/facilities 1978-1994 Allegheny Commuter Airlines Middletown, PA 

### Positions heldduring 17years of employment:

- Maintenance Control iv1anager (1994- 1 994) Line Maintenance Manager (1992-1994) Maintenance Supervisor (I 988-1992) Quality Control Supervisor ( 1986-1988) 

### AP Mechanic (1981-1986) Mechanic's Helper (1978-1981) 1973-1977 

### ADJMechanic US Navy

- Flight Safety Dash Eight, Toronto Canada (120 Hours)

- Dash Eight RII Procedures, Middletown, PA (3 Hours)

- Dash Eight Run Up, Salisbury, MD (5 Hours) Beeville, TX

- Shorts SD3-30 to SD3-60 Conversion Training Middletown, PA

- Beechcraft 1900 Phase ll Aircraft/Engine Systems, Middletown, PA

- Pratt & Whitney, PT6A-60/65 Heavy Maintenance, Longueuil, Canada

- Additional Experience: Beechcraft 99, 99A and B-99; Beechcraft King Air-90,

l00, 200 and 300; Nord Mohawk M298

## Lahouari Otmane 5950 SW 172 Ave. SouthwestRanches, FL 3 3 331 United States Exhibit SUN-606 Page 1 of 1



## Objective ChiefPilot Licenses and Ratings: 

## FAACommercialPilot

- Airplane SE & 

## :ME land, SE sea, Instrument FAAAirline TransportPilot- ATP written completed FAAFlightInstructor

- Airplane SE land, SE sea FCC Restricted radiotelephone operatorpermit FAAMedical

- First class FlightTime: 

## Totaltime 4400 Multitime 3155 Employment: SunAirExpress, LLC 

## ChiefPilot Cross country 3550 Instrument 350

Gulfstream Connection, Inc. Crief 

### Pilot · 

## Assistant ChiefPilot- 135 PIC Dayjet,Inc. 

## Eclipse 500- 135 SIC Airflight, Inc. 

## CE 414

## ICE 402C

## ICE 402B- 135 PIC Noble AirCharters, dba 

## CE 402B

- 135 PIC Education: 

## Nighttime Turbine 440 Helicopter 150 52
August 2011 to Present Sept. 2010 to 

### August 2Oil Ma.y 

### 2008 

### to Septemter 2010 

## March 2008 to May2008 December2007 to March2008 September2007 to December2007

Science & 

## technology- "Lycee Colbert"- Lorient, France Additional Skills: 

## Languages: English- French- Spanish- Arabic -Polish Computerskills, Customer service

### MANAGEMENT TEAM BUSINESS AFFILIATIONS

Name Title Other Aeronautics Businesses Percentage Ownership
Thomas 

### L. ChiefExecutive Officer, 

### 1. Cooper Trading Corp. 1. 100% Cooper President, Sole Owner 2. Sebastian Aero Services, Inc. 2. 100%
3. Gulfstream Air Charter, Inc. 3. 100%

Robert D. Director ofOperations, None None Booth Safety Officer
Leo A. 

### Director ofMaintenance None None Krupilis
Lahouari ChiefPilot None None Otmane Exhibit SUN-607 Page 1of1



### Senior Executive Positions

1. Chairman ofBoard, Chief Executive Officer, President 2. Chairman ofBoard, Chief Executive Officer, President 3. Chairman ofBoard, Chief Executive Officer, President
None

None

None

### FINANCIAL DATA SUMMARIES Exhibit SUN-700 Page 1 of1



### SunAir encloses in Exhibit SUN-701 its pro forma balance sheet and income statement for the period January 1through August 1, 2011. Sun Air also encloses pro forma balance sheets and income statements for the calendaryears 2009 and 2010. These documents are followed by
a statement from the appropriate official that the enclosed documents are complete and accurate.

# SUN AIREXPRESS, LLC. d/b/a 

# SUNAIR INTERNATIONAL AUGUST 1, 2011 FORT LAUDERDALE, FLORIDA Exhibit SUN-701 Page 1 of 10

### Exhibit 

### SUN-701 Page 2 of10


# JEAN RENAUD HENRY, C.P.A.

Jean Renaud Henry, C.P.A. 22066 Flower Drive Boca Raton, FL 33428 Telephone (954) 213-2922
IndependentAccountant's Review Report 

### To the Board of Directors and Shareholders of Sun Air Express, LLC. D/B/A Sun Air International I have reviewed the accompanying balance sheet of Sun Air Express, LLC. dba Sun Air International as of August 1, 2011, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in this balance sheet is the representation ofthe management ofthe Company. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective ofwhich is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying balance sheet in order for it to be in conformity with generally accepted accounting principles.

August 15, 2011

### Sun 

### Air Express, LLC. dba Sun 

### Air International 

### Balance Sheet August 

## 1, 2011 ASSETS Current Assets:

Cash & Cash equivalents Accounts Receivable Expendable parts, net Prepaid Insurance Total Current Assets Property and Equipment, net Deposits Other Assets Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:

Accounts Payable and accrued expenses Air traffic liability Total Current liabilities Long term debt Total liabilities Common Stock, $1.00 par value, 1,000 shares authorized,

issued and outstanding Additional paid in capital Total liabilities and shareholders' equity 

### Exhibit SUN-701 Page 3 of 10

$ 150,928 18,900 20,000 15,000 204,828

89,200 25,000 50,000 $ 369,028

$ 33,564 13,150 46,714 100,000 146,714
1,000 221,314 $ 369,028



### The accompanying notes are an integral part ofthis balance sheet

## Sun Air Express, LLC dba Sun Air International Notes to Opening Balance Sheet August 1, 2011 1. Nature ofOperations: Exhibit 

### SUN-701 Page 4 of10

Sun Air Express, LLC. dba Sun Air International ("Sun Air" referred to as the "Company"), a limited liability company was organized on the 41 h 

### day of May 2011 and existing under and by virtue ofthe Limited Liability Company Act of the State of Delaware. The Company currently operates a fleet of passenger and cargo charter flights from Miami, Ft. Lauderdale and West Palm Beach, Florida to cities in Florida, Bahamas and Cuba. It proposes to initiate scheduled passenger service between West Palm Beach and Freeport on December 1, 2011.


### 2. Summary ofsignificant Accounting Policies: Basis of Presentation As of May 6, 2011 Sun Air changed ownership. The Opening balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In order to fund the beginning of operations the Company issued a note of one hundred thousand dollars ($100,000.00) to Cooper Trading Inc., a related company. 

### Cash and Cash Equivalents The Company considers all highly liquid investments with a purchase maturity ofthree months or less to be cash and cash equivalents. 

### Expendable Parts Flight equipment expendable parts are stated at the lower of cost or market, less an allowance for obsolescence. Cost is determined using the first-in, first-out method. 

### Property and Equipment Property and Equipment are stated at cost.

The accompanying notes are an integral part ofthis balance sheet

## Sun Air Express, LLC dba Sun Air International Notes to Opening Balance Sheet August 1, 2011 Income Taxes 

### ExhibitSUN-701 Page 5 of 10

The Company has elected by unanimous consent of its shareholder to be taxed under the provisions of subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay corporate income taxes on its taxable income. Instead, the shareholder is liable for individual income taxes on the Company's taxable income. 

### 3. Commitments On May 6, 2011, Sun Air entered into an agreement with VPAA CO., d/b/a Gulfstream International Airlines (GIA), in which Sun Air Express will provide cargo charter service and maintenance support flights at a certain rate per block hour subject to adjustment for fuel if the actual fuel prices or rate of consumption vary from the "Assumed Price" or "Assumed Rate" respectively. In addition, on July 1 5\ 

### 2011 Sun Air entered into an agreement with Gulfstream Air Charter, Inc. under which Sun Air will operate all-cargo charter flights, on an as-needed basis, to transport overflow baggage of passengers who are traveling on GAG's public charter flights."


### 4. Deposits At August 1, 2011, the Company was required to maintain a $25,000 deposit for its credit card sales transactions. The $25,000 deposit represents collateral for these transactions and is refundable within six months after the term ofthe contract. 5. OtherAssets Other assets is the price paid for the Air Carrier certificate. 6. Long-Term debt At August 1, 2011 long-term debt consisted ofa $100,000 no interest bearing note payable to a related company. The note matures December 31, 2016.

The accompanying notes are an integral part ofthis balance sheet3207-010 3207-020 3207-021 3207-030 3207-040 3201-010 3206-010 3206-020

5450-010-51 5450-020-51

5230-010-51 5360-050-51 5370-010-51 5430-090-51 5430-150-51 5470-010-51 5530-010-51 5550-010-51 5570-010-51

5250-020-53 5250-022-53 5360-050-53 5370-010-53 5430-060-53 5430-061-53 5430-090-53 5430-140-53 5440-011-53 5460-060-53 5530-010-53 5570-010-53 R9V90U!! Charter Revenue ' ·Charter Revenue- Chub Cay 1Chaner Revenue- GHC Charter Revenue - Cuba Charter Revenue- GIA I Change Fees/Mise Exp :sags ICargo

Aviation Fuel iAircraft Fuel - !Aviation Oil
FUghtORS Wages- Pilots Travel Communication Fees Outside Service -F/0 Drug Test

,Aircraft Rent Other Supplies 'Insurance Hull Medical insurance

Maintenance Wages - Maintenance Wages - Maintenance - OfT Travel :Communication Fees ITelephone ,Ale Repair :Avionics Repair ;Outside Service - Main!.

,Fnght Equip Contract Maint. ;Aircraft Parking for Maintenance AIC Parts

,Other Supp«es iMedical Insurance Gulfstream Connection, Inc. Statement of Operations For the seven months ended July 31, 2011 ··
YTD-11; 238,114.43 67,246 20 ' 66,535.50 48.600.00 77,625,00

1,141.67 3,796.33 2,599.00 505,658.13

176,526 28

2,831.90 179,358.16

65,898.60

135.00 2.594 83 3,708 90

25725 56,083.11 I

1,439.92 (1,504 00) 1,169.00 129.782.60 '

61.024 34 15,189.93 1,678.54

408 15 20,060.00 : I 1,302.14 ;

. I 1,315.95 

### l 1,857.00 1.498.00 i 52,262.13

286,82 1,750 00 Jui-11 49,205.00

9,257 00 13.537.00 48,600.00 5,000.00

166.67 542.33 432.00 126,740.00

37.035 54

404.50 37,440.04

9,639.93 i I 25 00' 370.67 53000
. 36.75 1.600,00

205.67 752.00 167.00 13,32701

13,744 09

239.75 68.00
186.02 219.33 371.50 214.00 8,042 00

41.00 250.00 Jun-11, 40,467.00 ' 

## ' 14,693.00 10,318.00 5,000.00

166,67

19,256.10

404.50 19,660 60

9,389.80

25.00 370.67 530.00 ': 36.75 1,600,00 ' 205.67 752.00 167.00 13,076 88

7,363 84 4,255 88

239.75 68.00 186,02 219,33 371.50 214.00 9,138.00;

41.00 250.00 May-11_ 29,140,00 6,557.00 11,802.00 5,000.00

166.67

26,639.42

404.50 ; 27,G43.92**~**
11,089.84 25.00! 370.67 530.00 ' 36.75 1,\)0000

205.67 75200 167.00 14)7692:

8,398.00

239 75 68.00
186.02' 219.33 371.50. 21400 8,027 00 '

41.00 ' 250.00 Apr·11 40,995.92

8,385.00 7,326.30 10,425.00

166,67 542 33 546.00 ' 68,387.22

33.264.81

404.50 33,669.31

12,442.00
. 25.00 370.67 530.00 36.75 22,505.00

205 67 (3,760,00)'

167.00 32,522.08

7,278.13 3,779 95 '

573.36 4806 18,136.00

350,00 214,00 12,982 52 42.82 250.00 Mar-11 40,448.22

9,678.90 9,105,10 21,375.00 50.00 369,00 ' 520.00 81,54622

25,997 62

404 50 25.402_12

7,930.71

25.00' 771.20 391.00' 36.75: 11,252,59 6007 752.00 167.00 21,386,32

7,209.34 3,874.13

314.93 97.62 557.40
20.45 517.50 214.00 7.231.63

21.00 25000 Feb-11 10,466.18 12,504,90 6,077.90 18,300,00

325.00 149,00 195.00 48,017,98

15,139,09'

520.80 ' 15,659.89

6,345.83

10 00 ' 45174 35310 36.75 10,905.00 '

285.21 752.00 167.00 19,306 63 :

8,270 35 2,688.38

61.00 58.47 1,366.60 '

267.50
214.00 1,15058

100.00 250.00 Jan-11 27,392 11 6,170.40 8,369.20
12.525.00

10000 1.109.00

105.00 55,770.71

19,19370

288 60 19,482 30

9.06049 (110.78) 844.80 36.75 6,620.52

271.97 (1,504.00)

167.00 15,38675

8,760.59

591.59

1000

744.08
225.00 214.00 5,690 20

250 00**~** 

### M >< 

# =- 0:


# .... 

# -**~** IJCIIJ) (!)**~** 

### 0'\7!.. 0 I**~'-l** 

### ,...o**O~-'**Gulfstream Connection, Inc. Statement of Operations For the seven months ended July 31, 2011

158,633.00 23,375.69 ' 22,347.32 18,014.60 43,654.84 20,30820 ' 14,446.88 16,485.461 I esgr Ha_ndlin9 5390.{)40-65 TraffiC Commissions-Cradrt Cards 8,924.79 i 1,275.00 1,27500 1.275.00 1,275 00 1.41243 1.324.02 1.088 34 5430-090-55-GHC Outside Service-GHC 3,920.00 560.00 560.00 560.00 560.00 460.00 46000 760.00 5440-010-55 Landing Fees 2,113.50: 302.00 302.00 302.00 302.00 314.67 590.83 5440-010-55-CCZ Landing Fees-CCZ 2,590.00 370.00 370.00 370.00 370.00 360.00 360.00 390.00 5440-01 0-55-GHC Landing Fces-GHC 1,698.67 24267 242.67 24267 242.67 228.00 220.00 : 280.00 5442-013-55 Ground Handling 2,875.09 410.67 ' 410.67 410 67 : 410.67 668.42 236.20 327.80 5442-013·55-GHC Ground Handling-GHC 700.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 5670-010-55 Customs 100.00 20.00 20.00 20 00 20.00 20.00' 22,922.04 3,280 33 3.280.33 3,280.33 3.280 33 3.563.52 2,700.22 3,536.97 MarJ<eting 5€20-010-66 Promotion & Sales 7,883.90 ' 2.025,00 ' 2.141.00 3,561.00 25.00 25.00 25 00 81.90 7,883 90 2,025 00 2,14100 3.561 00 25.00 25 00: 25.00 81 90 I Administration I I 5350-010-69 Wages - Administration 29,607.28 4,230 75 4,230.75 4.230 75 4.231.00' 4.368.94 

## i 3,946.14 4.368 95 5370-010-69 Communication Fees I Telephone 3,078.97 513.00' 513.00 513 00 513.00 399.00 i 627.97 5430-090.£9 Outs1de Services Purchased 4,729.45 675.67 675.67 675.67 675.67 584 61 i 252.40 1,189.77 5430-160-69 iBank Charg_es 6,026.94 861 00 861.00 861.00' 861 00 745.55 ' 1,060.43 776.96 5500-010-69 

### iOffice Supplies 497.24 : 100.00 100.00 100.00 100.00 97.24 5530-01 D-69

.Other Supplies 758 66 i 108.33 108.33' 108.33 108.33 126 12 100.34 98 87 5561-020-69 Workman's Camp Ins 3,500.00 500.00 500 oo 500.00 i 500.00 500 00 500.00 500.00 5570-010-69 Medical insurance 581.00 83 00 83 00 83.00 83.00 83 00 83.00' 83.00 5570-020·69 Employee Pensions 219.98 29.84 29.84 2984 29.84 29.84 29.34 41.44 5680-0 10-69 FICA I Med1care 11.702.22 1,671.67 1,671.67 1,67167 1,671.67 1,687.36 1,618.19 1.710.00 5680-015-69 FUTNSUTA 4,076 21 38321 38321 383.21 383.21 383.21 919.51 1.240 65 5710·010-69 Other Expenses (6,769.28) 239.00 : 239 00 239.00 ; (8,203.22) 26.00 25.00: 665.94 58,008.67 9,395.47 9,395 47 9.395.47 953.50 8,93363 ' 9,162.32 10,772.82 

# I t"rj**~** Depreciation 

### ::r 

# .... 5750-010-70 Oepr·AiC Modification 

## ""C8:**~**

# - I ' I i [Operating Expenses 556.588 39 ; 88,843.55 

## l 69,901 61 76.072.25 ' 114.105.06 80,618 79 61,300.94 65,746.20**~** fJJ**~ ~**  

### --12: 0 I**~** --l


### .... ooIProfiti(Loss) t50,930.26t__ ____:ll_,896.45 : 1,818.39 (22,596.25). (45,717.84) 927.43 (13,282.96) (9,975.491

## Gulfstream Connection, Inc. Balance Sheet December 31, 2009 and 2010

Current Assets:

Cash and cash equivalents Receivables Prepaid Insurance and other Total current assets Property and equipment, net Total assets ASSETS 

### 2010 $7,690 38,119 10,259 56,068 28,041 84,109
LIABILITIES AND SHAREHOLDERS' DEFICIT 

### Current Liabilities:

Accounts payable and accrued expenses Air traffic liability Total current liabilities Due to related parties Total liabilities Shareholders' deficit

Common stock, $0.10 par value 1,000 shares authorized, issued and outstanding Accumulated deficit Total shareholders' deficit Total liabilities and shareholders' deficit 65,771 27,095 92,866 664,494 757,360

100 673,151 673,251



### 84,109 

### Exhibit SUN-701 Page 8 of 10

2009

$10,148 8,732

458 19,338 65,428 84.766

62,289 537 62,826 499,333 562,159

100 477,293 477,393



### 84,766

### Gulfstream Connection, Inc. 

## Statement of Operations For the years ended December 31, 2009 and 2010
Operating Revenues:

Charter Other
Operating Expenses:

Flight Operations Aircraft fuel Maintenance Passenger and traffic service Promotion and Sales General and Administrative Depreciation and Amortization Total operating expenses Operating loss 2010 $402,949

249,826 652,775 232,869 218,029 226,718

28,311

1,280 104,038

37,388 848,633 (195,858) 

### Exhibit SUN-701 Page 9 of 10

2009 $392,804

616,331 1,009,135

261,952 301,147 410,860

29,762

2,486 117,933

46,735 1'170,875

p61

### ,740l

### VERIFICATION 

### Exhibit SUN-701 Page 10 of10

The financial summaries containedin this Exhibit 701 are complete and accurate to the best ofmyknowledge andbelief. These summaries were preparedin accordance with the GenerallyAcceptedAccounting Principles.

Dated: September

### _!]_, 2011

(Signatlre ofNotaryPublic) (SEAL)

### PROPOSED SERVICE AND FORECAST DATA Exhibit SUN-800 Page 1of2



### Sun Air initiallyproposes one roundtrip flight eachday between West Palm Beach, Florida and Freeport, Grand Bahamas. It

### will provide this service with Piper Chieftain PA-31- 350 aircraft. The proposed flight schedule is in Exhibit SUN-801, attached hereto. Sun Air estimates that during the first full year ofthe proposed service, it will carry a total of3,637 one-way passengers betweenWest Palm Beach and Freeport. The anticipated financial results from this service are provided in Exhibit SUN-802. Afterthe sale ofApplicant from VPAA to Cooper Trading, Mr. Cooper instituted a new businessphilosophy at Sun Air. He tightened controls on expenses and increased the frequency ofmaintenance on all aircraft. The latter, in tum, increased the reliability ofthe fleet. In addition, Mr. Cooper designed a more professional product for the traveling public. This product will include an upgraded web-based reservation system. He also increased marketing ofallcargo transportation services, which ultimatelyresulted in SunAir entering into two separate allcargo charter agreements. Under these agreements, SunAirhas beentransporting overflow baggage for passengers traveling on Gulfstream International Airlines' scheduled flights and for OFAC-licensed passengers travel on Gulfstream Air Charter'spublic charter flights. These cargo services have proved to be highly successful for Applicant. As a result ofthese changes, Sun Airhas experienced a financial tum-around. Specifically, the financial results for July 2011 have significantly improved, with Sun Air earning a $37,896.45 profit. See Exhibit SUN-701. Sun Air anticipates that it will maintain a strong financial position through 2011. An established air taxi operator with a dedicated Management Team, Sun Air currently has, and will maintain, a revenue stream that will support the proposed services. As is reflected

### Exhibit SUN-800 

### Page 2 of2
in Exhibit SUN-701 and SUN-801, Sun Air has sufficient cash on hand to cover (a) one-time pre-operating costs and (b) three months ofnormal operating expenses.

### Flight From Number
600 PBI
601 FPO

PBI = West Palm Beach FPO 

## = Freeport 

### PROPOSED FLIGHT SCHEDULE

To Depart Arrive

FPO 09:00am 09:35am
PBI 10:30 am 11:05 am 

### Exhibit SUN-801 Page 1

### of 1

Frequency Effective
Daily 12/01/31 Daily 12/01/31

### ExhibitSUN-802 Page 1 

### ofS

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. TOTALS I
. 1
, 1 

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# j

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### of51'J r - , s 189,962; $f25,347 1**$144,39~$ 16a~668ls**  

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### $ 144,388 

### 1-

- I I I 

## l iTotal

-- 

### i $189,962" $-125,347 I$ 144,394 •!___!_68,668 

## I_!__1_62,640 

## l $ 147,873 I$ 150,014 I$ 167,873 1 $ 162,168 I$ 107,510JI:lf7,257 :**$~144,388** I$ -1,788,093 

### I : 

# t ' I I

--- ]EXPENSES- --**~-** - -t - - ------ -- -- -- :- '**~ ---~**  - 

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. -- -- ---

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# 63,0~5-**~_$**_ 67,726 

### _L
__ 80,64-§ FIXED I I I ' 

## l 

# r

-· -·- -----**-~-** -----!-**~** -- --- -- -- -**.~:** -- -- - - _________)**--~ ·~-**  ···--·**--~ --~**  ·--- --- -- -- ----- 

# ·t··**~** 

# ,---

One time Res &Legal fee : $ 20,000 , ' 1



### -torA:L -- · 

# r· - r-$62.143 

### -$ 42:143 

## 7 42.143**$~42,143.** s-42,143 s-42:143 :-$-42:143 :-s- 42.143 T--42:143] 

### $4;;u43 s -42,143-s -42.143T$ 525)16 TOTAL EXPENSES' 1 $169,234 $ 118,156 $ 125,838 i $ 136,803, $ 130,040 \ $ 123,336 I$ 124,861 1$ 134,731 $ 132,659 $ 105,178 $ 109,869 I$ 122,789 1
, $ 1,533,494 _PROFIT {LOSS} ,_ 1$_ 20,728_, _$
__Z,191_ $
__ 18!556_**~** $
___ 31,11§5 

### ]11_ 32,§!)0 

## ,_L 24,537

# t-1
__**25!1_54+~** _33,144L }J,508
_ _$**-~332**__j_ _l_,_389 

# u_ 2_1_,_5991_!**25~599** I I I • I ' I iMONTH DAYS SCHEDULED SERVICE Palm Beach/Freeoort Round trips Block times Blk time/Mo Avg revenue net offed taxes Seats UF Pax Revenue Freeport Expenses Cost per turn Mo cost/turn
Palm Beach Expenses Landing fees Station personnel INDICEES

1.2 $ 99.00 0

$50.00 Sun Air Express, LLC dba Sun Air International Scheduled Service Income and Expense Data DEC JAN FEB MAR APR MAY 31 31 28 31 30 31
31 31 28 31 30 31 1.2 1.2 1.2 1.2 1.2 1.2 37 37 34 37 36 37 $ 99.00 $ 99.00 $ 99.00 $ 99.00 $ 99.00 $ 99.00 16 16 16 16 16 16 60% 45% 55% 65% 75% 70% 298 223 246 322 360 347 $ 29,462 $ 22,097 $ 24,394 $ 31,918 $ 35,640 $ 34,373 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 50.00 $ 1,550 

## _l 1,550 $ 1,400 $ 1,550 $ 1,500 $ 1,550

Waived first year Included in Fixed Expenses JUNE JULY AUG 30 31 31
30 31 31 1.2 1.2 1.2 36 37 37 $ 99.00 $ 99.00 $ 99.00 16 16 16 70% 70% 65% 336 347 322 $ 33,264 $ 34,373 $ 31,918 $ 50.00 $ 50.00 $ 50.00 $ 1,500 $ 1,550 $ 1,550 

### Exhibit SUN-802 Page 2 ofS

SEPT OCT NOV

30 31 30
30 31 30 1.2 1.2 1.2 36 37 36 $ 99.00 $ 99.00 $ 99.00 16 16 16 50% 55% 65% 240 273 312 $ 23,760 $ 27,007 $ 30,888 $ 50.00 $ 50.00 $ 50.00 1____1_,500 $ 1,550 $ 1,500 3627(_ SIJ_!l_Air**~xpres~LC** dba Sun Air International
. _j 

### Exhibit SUN-802 Page 3 ofS [_
_ __ \ixecl_ Ex!Jellse:s
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_ " 1 __ I I I I l
. '
.. L
. 

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# ---j**~-- _}.Q_f!ic~** **Man_e39~ -~-**  _________

### -~-!_$~2,~QQ_ $ _ 

### ___1_?,600 

## 1..
__**~~-** Agent
_ 

# ;J
_**_1_,~00t~** _ 30,000

___10FFICE**1~** 

### __ 

## j**~** 

## _ _ ___l$
___ __:_ $
__ __:_ 

## J___
_**j·'~-** Be3ggage 

### _L$**·~~00~-** 

### 21,600

_CQNIN!I:J]'J_IC,L\TION§__L

____ ___**_t~**

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___ 12,000 

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- 

## 200 

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# &MARK~~~~--:~_-

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. 

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# -_r-=- - 1

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### $ 54.000.**--~-----**

'Manager
1 

### 1. 

### $ 950 · 

### $ 4,085

### j_$ 

# I

1 1 Res agent5' -- 

## T:$ -34o
. 

## -i$**~462** 

## !$ 17,544t

-- FPa-·**~-** - I , :

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# ..**~~~~.wln.g** W7E-; $.- 

### 160.00

# =~-i-.i.---=
.

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# expense~sted under "SCHEDU1ED VARIABLE

# ~l~~~~r~~~!~T~~~**EXPEN~;** (2) 

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# ···-l-·

- MAINTENANC[[ I i 

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### $ -

·-- ---- - r--- - ---- "'-----

--- ------ ---**--~** -----**-~-** ------- -- .HANGAR

## [)i~ecto_r C2fMaint 

# ---t $ _1,260_ 

# !-**;:66~** 

# !--**~~:~~~ --~~**  P0Bllf_AT)_Qf'JS-=_:

_ ;

# --=~**_-.:_~~** j

# -~---~I _5oo 

# r:-**6,~00**

# 1= ,_-_:=- ;:_ ' ' i TOTAL - - -; 

### $ 8,918 

### $ 107,016

## :--=_L--~---1-~-=- 

# .....**~.. ·~·**  

# ·--**-~---** 

# -==!--=.._ 

# =)=**-~-- oPEw~~s~N~EL**  ..

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.. 

## !**-~** 

## -·-**~-- ·~--_-·--+----**  +--**~** - - --**~~-~ ~**  --**~--** -+---**-~-·** --·-- -----+------ 

# - i Dir.ec;tor ofpperations1

### $~- 800

### ~ __ .

### ~_!__**3,4~Q.** $

__

### _i!.~80--l~ _

I$

.

# N~T~S- ' -
.

# ~- ...

# t 

# ! $ 42,143 '1 

### $

# 505,;16~- -· 

### -r- --**-~---** 

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## :**~--** 

## _ 1--
.. . : __ _ _ 1

### ~ . __ +-



# - .**l~1** -_Jf'ilot§

# exp~~sed**undef'AIRCRAFT~~RIABLE** underQi:ew+-

. -- . _ _ I 

### 2 iFreeport turn expenses under "Scheduled expenses" ·

# --1-~Sun Air Express, LLC dba Sun Air International 

### Exhibit SUN-802 Page 4 of5

EXPENSES ALLOCATED TO SCHEDULED SERVICE (first three months)
Reference Aircraft block time Scheduled Service Income and Expense Data 37 37 34 Rate Aircraft per Hour Aircraft Cost per Block Hour 

### $ 414 

### $ 414 

### $ 414 Total Aircraft exp 

### $ 15,415 

### $ 15,415 

### $ 13,923 Freeport Turn exp Annual Projected Profit and Loss 

### $ 1,550 

### $ 1,550 

### $ 1,400 PSI station Fixed Expenses 

### $ 4,500 

### $ 4,500 

### $ 4,500 Allocation offixed exp

Total fixed Fixed Expenses 

### $ 42,143 

### $ 42,143 

### $ 42,143 less PSI station Fixed Ex_penses 

### $ (4,500) 

### $ (4,500) 

### $ (4,500) 

### $ 37,643 

### $ 37,643 

### $ 37,643

• Total block time Annual Projected Profit and Loss 255 180 199 Scheduled block time Scheduled Service Income and Expense Data 37 37 34 Percentage of Schedule 15% 21% 17%

Net fixed exp 

### $ 5,498 

### $ 7,793 

### $ 6,369 SCHEDULED OPERATION EXPENSES Total expenses 

### $ 26,963 

### $ 29,257 $ 26,192

Accumulated 

### $ 26,963 

### $ 56,220 

### $ 82,412CREW FUEL GALIHR COST/GAL OIL QUARTS/HR COST/QT

Total ENGINE RESERVES (2) PROP RESERVES (2) PARTS Sun Air Express, LLC dba Sun Air International Aircraft Cost per Block Hour (Piper PA 31-350) TBO/HRS 40 $ 6.501 $ 5.00 $ 90,000 1800 $ 5,000 2000 INSPECTIONS ($25.00 X flying hours X 2) $ 25.00 2 AVIONICS MISC TOTAL DIRECT $ $ $ $ $ $ $ $ $ $ 

### Exhibit SUN-802 Page 5 ofS

Block hour 50.00 260.00
5.00 50.00

2.50 50.00 50.00 10.00 10.00 487.50 Block time adjusted to Flight time Average Ratio 85% Average Flight Time expense 

# I$ 414.38 

# I NOTES 1 Cost ofAircraft included in fixed

### COMPLIANCE AND SAFETYMATTERS Exhibit SUN-900 Page 1 

### of2



### Neither Sun Air nor its Management Team has everbeen the subject ofany action of judgment, as described in sections 204.3(1) and 204.3(m) ofthe Department'sregulations. Nor
are there any pending investigations, enforcement actions, or formal complaints filed by the Department against Sun Air or these individuals. Sun Air and its Management Team, moreover, have never been charged with unfair or deceptive or anticompetitive business practices or fraud, felony or antitrust violations. Significantly, Sun Air has neverhad any aircraft accidents or incidents. There is one company that falls withinthe Department's definition of"relevant company." This company is Cooper Trading. Neither Cooper Trading nor any ofits officers, directors, or shareholders has ever beenthe subject ofany action of judgment, investigation, enforcement action, or formal complaint, as described in sections 204.3(1), (m), (o), (p), 

### or (q). Sun Air confirms in the chart belowthat neither Applicant nor Cooper Trading has been the subject ofany the compliance-related issues specified in regulatory sections 204.3(1), (m), (o), (p), or (q). Compliance-Related Issues InvolvingApplicant and Relevant Companies
Entity Section Section Section Section Section 204.3(1) 204.3(m) 204.3(o) 204.3(p) 204.3(q) 

### Sun AirExpress, LLC None None None None None d/b/a Sun Air International Cooper Trading Corp. None None None None None

### Exhibit SUN-900 Page 2 of2


### Exhibit SUN-602 reports that Applicant's Management Team has not been the subject ofany of these compliance-related issues.

## INSURANCE COVERAGE Exhibit SUN-1000 Page 1 of1



### SunAir's aircraft accident liability insurance coverage meets the liability limits set forth in 14 C.F.R. Part 205. The insurer is JLT Aerospace (North America) Inc., and the policy number is SASICOM60029311. Sun Airhas enclosed as Exhibit SUN-1001, an executed copy ofthe Department's OST Form 6410 (Air Carrier Certificate oflnsurance), evidencing this coverage.AGENCY DISPLAY OF ESTIMATED BURDEN 

### Ji;xhibit SUN-1001 

### Page I of 3

The public reporting burden tor this collection of information is estimated to average 30 minutes per response. If you w1s11 to comment on the accuracy of the estimate or make suggestions for reducing this burden, please direct your comments to the Department of Transportation at the following address: U.S. Department of Transportation Office of Aviation Analysis, X-56 400 7th Straet, SW. Washington, DC 20590 

### U.S. AIR CARRIERS CERTIFICATE OF INSURANCE OMB No. 2106-0030



### POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY
FILING INSTRUCTIONS: File an original of this form with the FAA, Air Transportation Div., AFS-260, 800 Independence Ave., SW.• Washington. DC 20591. NOTE: If Block 28 on the reverse is filled in because the insured is an air taxi operator conducting scheduled passenger service (i.e.• a commuter air carrier}. file an original ofthis form with the Air Carrier Fitness Div., X-56, Office of Aviation Analysis, Dept. ofTransportation, 400 7th St. SW., Washington, DC 20590. (Please type information, except signatures.) 

### THIS CERTIFIES**THAT:--=:<.S=EE::...!...!AT_,_T!..<.A=C=H=E=D'-----;:-;--:-:--~--------------­** (Name of Insurer) has issued a policy or policies of Aircraft Liability Insurance to Cooper Trading Corporation, Sebastian Aero Services. Inc. and Sun Air Express. LLC DBA Sun Air International. 3201 Griffin Road. 

### 4th Floor. Fort Lauderdale, FL 33312 FAA Certificate Number
______ _ (Name, address and FAA Certificate number of Insured U.S. Air Carrier} effective from Jytv 26. 2011 until ten (10) days after written notice from the insurer or carrier ofthe intent to terminate coverage is received by the Department ofTransportation. NOTE: Part 205 ofthe Department's Regulations does not allowfor a predetermined termination date, and a certificate showing such a date is unacceptable. 1. The Insurer {Check One): 

## 1:21 is licensed to issue aircraft insurance policies in the United States; 

## D is licensed or approved 

### by the government of ----------- to issue aircraft insurance policies; or 

## 0 is an approved surplus line insurer in the State(s) of 2. The insurer assumes, under the policy or policies listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use ofaircraft in "air transportation" as that tennis defined in 49 U.S.C. 40102. (Complete applicable section(s) below): A. U.S. AIR TAXI OPERATORS WITH PART 298 AUTHORITY ONLY The aircraft covered by this policy are SMALL AIRCRAFT (i.e., with 60 or fewer passenger seats or with a maximum payload capacity of 18,000 pounds or less). (Check separate 

### or combined coverage as appropriate): 

### 0 Separate Coverages: Minimum Limit Policy No. Type ofLiabiHty Each Person Each OccufTence



# -------------------- Bodily Injury Liability (Excluding Passengers) Passenger Bodily Injury
Property Damage $ 75,000 $ 75,000 $300,000 $75,000 x 75% of total number of passenger seats mstalled in aircraft $100,000 

### 0 Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. Policy No. Amount of Coverage 

## 0 This policy covers CARGO operations onlyand excludes passenger liability insurance.
OST Form 6410J.1;xh1b1t**~UN-lUUl** 

### Page 2 of 3 B. U.S. COMMUTER AND CERTIFICATED AIR CARRIERS OPERATING SMALL AIRCRAFT The aircraft covered by this policy are SMALL .1\IRCRAFT (i.e., vvith 60 or fewer passenger seats or vvith a maximum payload capacity of 18,000 pounds or less). (Check separate or combined coverage as appropriate):



### 0 Separate Coverages: Minimum Limit Policy No. Type ofLiability Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Uability Passenger Bodily Injury Each Person Each Occurrence

Combined Coverage: This combined coverage is a single limit of liability for each occurrence 

### at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. PolicyNo. See Attached Amount of Coverage $20,000.000 CSL 

### 0 This policy covers CARGO operations onlyand excludes passenger liability insurance. C. U.S. CERTIFICATED AIR CARRIERS OPERATING LARGE AIRCRAFT 

### The aircraft covered bythis policy are LARGE AIRCRAFT (i.e., with more than 60 passenger seats or with a maxlmum payload capacity of more than 18,000 pounds). (Checkseparate orcombined coverage as appropriate):



### D Separate Coverages: Minimum Limit Policy No. Type ofLiability Each Person Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability Passenger Bodily Injury


### 0 Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. PolicyNo. Amount of Coverage --·- . 

### 0 This policy covers CARGO operations onlyand excludes passenger liability insurance. 3. The policy or policies listed inthis certificate insure(s) (Check One):**~** Operations conducted with all aircraft operated by the insured 

## 0 Operations conducted with the following types of aircraft: 

## 0 Operations with the following aircraft: (Use additional page if necessary) Make and Model FAA or Foreign Flag Registration No.

4. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205.

SEE ATTACHED (Name oflnsvrer) (Address) (City, State, Zip Code) Contact(person who can verify the effectiveness ofthe coverage) (Area Code, Phone Number) (Area Code, Fax Number) 

### (Signature, 

### ifapplicable) (Date) OST Form 6410 Jl T AEROSPACE (North America) Inc. (Name ofBroker, ifapplicable) 2300 Dulles Station Blvd., Ste 230 (Address) Herndon, VA 20171 (City, State, Zip Code} Tracy L Myers (Offteer orauthorizedrepresentative) 703-459-2380 I 703-459·2381**(Are~~de,** Phone Nu;rr>._Qer) , (Area Code, Fax Number)

# ~~~ture-.) ___ _ August 19, 2011 {Date)

### Exhibit SUN-1001 Page 3 of 3

POLICY TERM: July 26, 2011 to July 26, 2012, on both dates at 

### 12:01 A.M. Local Standard Time at the address ofthe 

### Named Insured.

INSURER**POLJ~Y Nl.JMIJE~**  QUOTA SHARE 

### Starr Indemnity & 

### Liability Insurance Co SASICOM60029311 35.00% Per Starr Aviation Agency, Inc StarNet Insurance Company BA-11-05-00189 15.00% Per Berkley Aviation, LLC 

### XL Specialty Insurance Company UA00006172AVI1A 25.00% U.S. Catlin Insurance Company, Inc NQC4013759 25.00% Per W. 

### Brown & 

### Associates TOTAL 100.00%

SEVERAL LIABILITY NOTICE The 

### subscribing insurers' obligations under contracts of

### insurance to which they 

### subscribe are several and 

### notjoint and are limited solely to the 

### extem of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part ofits obligations. LSW 1001 (Insurance}

### Exhibit SUN-1100 Page 1 of1
AGREEMENTS WITH OTHER AIR CARRIERS 

### SunAirmay decide to enter into charter agreements with air carriers, under which it will transport overflowbaggage ofpassengers traveling on the other carriers' flights. It

### currently has
an all-cargo charter agreement with Gulfstream International Airlines and a separate all-cargo charter agreement with Gulfstream Air Charter. Otherthan these normal charter agreements, Sun Air does not have any agreements with any other carrier.

### Exhibit SUN-1200 Page 1 of1
WAIVER OF WARSAW CONVENTION LIABILITY LIMITS 

### SunAirhas enclosed in Exhibit SUN-1201 copies ofthe three executed agreements waiving liability limits under the Warsaw Convention. Sun Air has filed these agreements in Docket OST-95-236.U.S. Department ofTransportation Office ofthe Secretary ofTransportation 

### AGREEMENT
The undersigned carriers (hereinafter referred to as "the Carriers·) hereby agree as follows: - . .. 

### Exhibit SUN-1201 Page 1 of 3

Docket OST 95-236

1. Each ofthe Carriers shall, effective May 16, 1966, include the following in its conditions ofcarriage, including tariffs embodying conditions ofcarriage filed by itwith any government: "The Carrier shall avail itselfofthe limitation of liability provided in the Convention for the Unification ofCertain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract ofCarriage, includes a point in the United States ofAmerica as a point of origin, point ofdestination, or agreed stopping place (1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 inclusive of legal fees and costs, except that, in case ofa claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. (2) The Carrier shall not, with respect to any claim arising out ofthe death, wounding, or other bodily injury ofa passenger, avail itselfof any defense underArticle 20(1} of said Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affectthe rights and liabilities ofthe Carrier with regard to any claim brought by, on behalf of, or in respect ofany person who haswillfully caused damage which resulted in death, wounding, or other bodily injury ofa· passenger: 2. Each Carrier shall, at the time ofdelivery ofthe ticket, furnish to each passenger whose transportation is governed by the Convention, orthe Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece ofpaper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii} on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on ajourney involving an ultimate destination or a stop in a country otherthan the country of origin are advised thatthe provisions ofa treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the country oforigin or destination. For such passengers on a journey to, from, or with an agreed stopping place in the United States ofAmerica, the Convention and special contracts of carriage embodied in applicable tariffs provide that the liability of [certain ]* [(name ofcarrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such !imtt shall not depend on negligence on the part ofthe earlier. For such passengers traveling by a earlier not a party to such special contracts or on ajourney not to, from, or having an agreed stopping place in the United States ofAmerica, liability ofthe carrier for death or personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices ofsuch carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation ofthe carrier's liability underthe Warsaw Convention or such special contracts ofcarriage. For further information please consult your airline or insurance company representative.' 3. [This Agreement was filed with the Civil Aeronautics Board ofthe United States. The Board approved it by Order E-23680, adopted May 13, 1966. The Agreement (Agreernent18900) became effective May 16, '1966. On January 1, 1985, this Agreement became the responsibility ofthe Department ofTransportation (DOT) by operation of law.] 4. This Agreement may be signed in any number of counterparts, all ofwhich shall constitute one Agreement. Any Carrier may become a partyto this Agreement by signing a counterpart hereofand depositing it with DOT. 5. Any Carrier party hereto may withdrawfrom this Agreement by giving twelve (12 and the other Carriers parties to the Agreement. *Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263) 

### Ft. 

### Lauderdale, FL 33312U.S. Department ofTransportation Office ofthe Secretary ofTransportation AGREEMENT 

### Exhibit

### SUN-120

## i Page 2 of 3

Docket OST 95-236

The undersigned carriers (hereinafter referred to as 'the Carriers") hereby agree as follows: 1. Each ofthe Carriers shall, effective May 16, 1966, include the following in its conditions ofcarriage, including tariffs embodying conditions of carriage filed by itwith any government "The Carrier shall avail itself ofthe limitation of liability provided in the Convention for the Unification ofCertain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) ofsaid Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in the said Convention orsaid Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States ofAmerica as a point oforigin, point ofdestination, or agreed stopping place (1) The limit of liability for each passengerfor death, wounding, or other bodily injury shall be the sum of US $75,000 inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive oflegal fees and costs. (2) The Carrier shall not, with respect to any claim arising out ofthe death, wounding, or other bodily injury of a passenger, avail itselfofany defense underArticle 20(1) ofsaid Convention orsaid Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf of, or in respect ofany person who has willfully caused damage which resulted in death, wounding, or other bodily injury ofa passenger." 2. Each Carriershall, at the time of delivery ofthe ticket, fumish to each passenger whose transportation is governed by the Convention, orthe Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modem type and in ink contrasting with the stock on (i) eacii ticket; (ii) a piece ofpaper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on ajourney involving an ultimate destination or a stop in a country otherthan the country oforigin are advised thatthe provisions ofa treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the country oforigin or destination. For such passengers on a journey to, from, orwith an agreed stopping place in the United States ofAmerica, the Convention and special contracts of carriage embodied in applicable tariffs provide that the liability of [certain ]* [(name ofcarrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part ofthe carrier. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States ofAmerica, liability of the carrier for death or personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices ofsuch carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation ofthe carrier's liability underthe Warsaw Convention orsuch special contracts ofcarriage. Forfurther information please consult your airline or insurance company representative." 3. [This Agreement was filed with the Civil Aeronautics Board ofthe United States. The Board approved 

### rr by Order E-23680, adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility ofthe Department ofTransportation {DOT) by operation of law.] 4. ThisAgreement may be signed in any number ofcounterparts, all ofwhich shall constitute one Agreement Any Carrier may become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 5. Any Carrier party hereto may withdrawfrom this Agreement by giving twelve (12 and the other Carriers parties to the Agreement 'Either alternative may be used.

OST Form4523 (Formerly CAB Form 263) (Name and Address of Carrier) --;:Srrm11=;: 7

### .'=;Air_·'L:"i,Exf?:..-"lr-r:.e;;-s-.s.;';;:r:;;LLC===-==:-r----- 

## a:7B7a**S~J..r** 

### IhternatJOnal

. 3201 Griffm Rd., 4th 

### Fl.

Ft. 

### lauderdale, FL 33312U.S. Department ofTransportation Office ofthe Secretary ofTransportation AGREEMENT The undersigned earners (hereinafter referred to as "the Carriers") hereby agree as follows: 

### Exhibit SUN-1201 Page 3 of 3

DocketOST 95-236

1. Each ofthe Carriers shall, effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying conditions ofcarriage filed by itwith any government: "The Carner shall avail itself ofthe limitation of liability provided in the Convention forthe Unification ofCertain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed atThe Hague September28th, 1955. However. in accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, asto all international transportation by the Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States ofAmerica as a point of origin, point ofdestination, or agreed stopping place (1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. (2) The Carriershall not, with respect to any claim arising out ofthe death, wounding, or other bodily injury of a passenger, avail itselfof any defense underArticle 20(1) of said Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affectthe rights and liabilities of the Carner with regard to any claim brought by, on behalf of, or in respect ofany person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger." 2. Each Carrier shall, at the time ofdelivery ofthe ticket, furnish to each passenger whose transportation is governed by the Convention, orthe Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece ofpaper either placed in the ticket envelope with the ticket orattached to the ticket; or (iii) on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on ajourney involving an ultimate destination or a stop in a country other than the country oforigin are advised thatthe provisions ofa treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the ccuntry oforigin ordestination. For such passengers on a journey to, from, orwith an agreed stopping place in the United States ofAmerica, the Convention and special contracts of carriage embodied in applicable tariffs provide thatthe liability of [certain ]* [{name ofcarrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part ofthe carrier. For such passengers traveling by a carrier not a party to such special contracts or on ajourney notto, from, or having an agreed stopping place in the United States ofAmerica, liability of the carrierfor death or personal injury to passengers Is limited in most cases to approximately US $10,000 or US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices ofsuch carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation ofthe carrier's liability underthe Warsaw Convention or such special contracts of carriage. Forfurther information please consult your airline or insurance company representative.' 3. (This Agreement was filed with the Civil Aeronautics Board ofthe United States. The Board approved it by Order E-23680, adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility ofthe Department ofTransportation (DOT) by operation of law.] 4. ThisAgreement may be signed in any numberofcounterparts, all ofwhich shall constitute one Agreement Any Carner may become a party to this Agreement by signing a counterpart hereofand depositing it with DOT. 5. Any Carrier party hereto may withdrawfrom this Agreement by giving twelve (12) r:po and the other Carriers parties to the Agreement**~** *Either alternative may be used. (Signature and Date)**~2!.;;;;::;ct~~"c......;(!'.::::¥~~~~=:::::::::::::.**

### __ _

OST Fonn 4523 (Fonnerfy CAB Fonn 263) (Name and Address ofearner)

### ---'SUn::;-;.~rAir_·-;:;-_Exp_":;;-a:-.e_s_s-:!:-,-;-LLC----:-....----..---

## ~~~?n~t~~f'?nal Ft. 

### IauderdaJ.e, 

### FL 33312