BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of SUN AIR EXPRESS, LLC d/b/a SUNAIR INTERNATIONAL For authorityto conduct scheduledpassenger operations as a commuter air carrierunder 49 U.S.C. 41738 ) ) ) ) ) Docket OST-2011-0169 ) ) ) )



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REPLY OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL TO THE SECOND ANSWER OF VPAA CO.

Communications with respect to this Reply should be sent to:
Thomas L. Cooper ChiefExecutive Officer & President SUNAIR EXPRESS, LLC d/b/a SUNAIR INTERNATIONAL 3201 Griffin Road Fourth Floor Fort Lauderdale, FL 33312 (954) 660-9865 FAX: (954) 359-9502 tlcooper@gosunair.net

Dated: November 29,2011 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 InternationalBEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL For authorityto conduct scheduledpassenger operations as a commuter air carrier under49 U.S.C. 41738 ) ) ) ) ) Docket OST-2011-0169 ) ) ) )



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Dated: November 29,2011REPLY OF SUN AIR EXPRESS, LLC d/b/a SUN AIRINTERNATIONAL TO THE SECOND ANSWER OF VPAA CO. Sun Air Express, LLC d/b/a Sun Air International ("Sun Air" orthe "Applicant") hereby responds to the Second Answer ofVP AA Co. d/b/a Gulfstream International Airlines ("Gulfstream") filed on November 22, 2011. Without seeking leave to file this Second Answer, Gulfstream is re-arguing the same point it raised in its September 30, 2011 Answer. The only difference is that Gulfstream suddenlyhas decided to offer service between Miami, Florida and Bimini, the Bahamas sometime in 2012. Sun Air objects to Gulfstream's unsupportedplan to offerMiami-Bimini service as a way ofre-arguing that Sun Air should notbe permittedto provide the proposed commuter air carrier services. Gulfstream- with 51 daily flights from 7 destinations in Florida to 8 destinations in the Bahamas- is obviously threatened by Sun Air's proposed one daily flight on one routing. The second Gulfstream filing onlywastes the Department's valuable resources and needlessly delays action on Sun Air'spending CommuterAir CarrierApplication (the "Application"). Sun AirREPLY OF SUN AIR EXPRESS, LLC d/b/a SUNAIR INTERNATIONAL Page2 respectfullyrequests that the Department reject Gulfstream's Second Answer and grant the requested commuter air carrier authority. In the SecondAnswer, Gulfstream states that it will commence operations between Miami and Bimini at an unspecified time in 2012. See Second Answer at 1. Gulfstream, however, suggests this new service in one filing too late. IfGulfstream had anyreal planto operate between Miami and Bimini, it would have expressed this intention in its September 30, 2011 Answer. Gulfstream's late decision to enter the Miami-Bimini market shouldbe viewed for what it really is: a crude attempt to forestall competition in the entire Florida-Bahamas market. Itcertainly is telling that Gulfstream (a) apparentlyhas not had direct communications with Miami International Airport ("MIA") about its alleged new Miami-Bimini service and (b) has not served a copyofthe Second Answer upon MIA. Ifthe Departmentneeds any additional information, it should ask Gulfstream to demonstrate how it is fit, willing, and able to offer Miami-Bimini service given its fear ofcompetition from Sun Air. Gulfstream also raises for a second time that the Membership Interest Purchase Agreement (the "Membership Agreement") will prevent Sun Air from offering scheduled air transportation services that Gulfstream maydecide to offer at anytime during a five yearperiod. By suggesting it will commence Miami-Bimini service, Gulfstream has concededthat Sun Air's arguments in the October 7, 2011 Reply are correct: so long as Gulfstream continues to operate to Bimini from a U.S. point other than Miami, Gulfstream cannotrelyupon the Membership Agreement to prohibit Sun Air from offering commuter air carrier services between Miami andREPLY OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL Page 3
Bimini. See Second Answer at 2. An unsupported statement that Gulfstream will commence Miami-Bimini service sometime in 2012, however, is not a basis for the Departmentto delay consideration ofthe Application. 1 As Sun Air maintained in the October 7, 2011 Reply, the Department should not withhold authoritybecause ofa contractual dispute.2 Gulfstream, moreover, has threatened legal action, ifSun Air commences commuter air carrier services between Miami and Bimini. Gulfstream, "the largest carrierbasedin Florida," is

so concerned about Sun Airthat it has budgeted $500,000 to protect its Florida-Bahamas market. Sun Air is impressed that Gulfstream has such capital on hand to devote to legal wrangling. It certainly clarifies one fact: Gulfstream's sudden decision to operate between Miami and Bimini is onlytojustifypossible legal action against Sun Air. Onthe basis ofthis shameless threat, Gulfstream then questions the estimated legal fees in Sun Air'sprojectedpre-operating expenses. The Department should notpermit its certificate procedures to be so abused; it instead should find Sun Air fit, willing, and able, as the record demonstrates.

Gulfstream also requests that the Department, ifit grants the Application, should include a reference to the Membership Agreement in the Sun Air certificate. See Second Answer at 3. The Department should reject this ham-fisted attempt to prevent competition from Sun Air. While Sun Air does not object to the Department's traditional conditions on commuter aircarrier authority, it is not appropriate to limit commuter services to resolve a contractual dispute. 2 Sun Air will not waste the Department's time byrestating its arguments with respect to the Membership Agreement andthe supposed dispute with Gulfstream. To the extent it is necessary, Sun Air incorporates byreference the entire October 7, 2011 Reply, including the citations therein.REPLY OF SUNAIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL Page4 WHEREFORE, for the reasons stated above, SunAir Express, LLC d/b/a SunAir International respectfully requests that the Department deny VPAA Co. d/b/a Gulfstream International Airlines' attempt- for a secondtime- to (a) delayprocessing the Application, (b) seek a denial ofthe Application, and (c) seek an Orderrestricting the commuter authority issued to SunAir. SunAir also requests that the Department authorize itto conduct scheduled commuter airtransportation services under 49 U.S.C. § 41738 and 14 C.F.R. Part 298 and to grant such further, different, and additional reliefas maybe appropriate.

Dated: November 29,2011 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 SunAir Express, LLC d/b/a Sun Air InternationalCERTIFICATE OF SERVICE
I hereby certifythat onthis 291 h dayofOctober, 2011, a copyofthe foregoing REPLY OF SUN AIR EXPRESS, LLC d/b/a SUN AIR INTERNATIONAL TO THE SECOND ANSWER OF VPAA CO. was servedbyemail orfirst class mail, postage prepaid, onthe parties namedbelow:
Mr. Edward M. DaSilva Flight Standards District Office-17 Federal Aviation Administration 2895 S.W. 145 1h Avenue Suite 120 Miramar, FL 33027 Edward.m.dasilva@faa.gov Ms. Laura Remo Air Carrier Fitness Division, X-56 Office ofAviation Analysis U.S. Department ofTransportation 1200 New JerseyAvenue, S.E., 81h Floor Room W-86-306 Washington, D.C. 20590 Laura.remo@dot.gov Mr. Emesto Rodriguez Air Service Development Manager Marketing Division Miami-Dade Aviation Department P.O. Box 025504 Miami, FL 33102-5504

DavidM. Hernandez VEDDER PRICE P.C. 1401 I Street, N.W. Suite 1100 Washington, D.C. 20005 dhemandez@vedderprice.com