UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF HEARINGS

IN THE MATTER OF: FDMS No. MN AIRLINES LLC D/B/A SUN COUNTRY AIRLINES FAA-2015-2444 Respondent
Friday, December 11, 2015 1

The teleconference convened, pursuant to notice, at 9:00 a.m. BEFORE: THE HONORABLE J.E. SULLIVAN, Administrative Law Judge

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NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-4433APPEARANCES:
On Behalf of the Complainant: LAUREN HOYSON, ESQ. of: Federal Aviation Administration Great Lakes Region Office of the Regional Counsel O'Hare Lake Office Center 2300 East Devon Avenue Des Plaines, Illinois 60018 (847) 294-7313 On Behalf of the Respondent: DONALD CHANCE MARK, JR., ESQ. of: Fafinski Mark & Johnson, P.A. Flagship Corporate Center 775 Prairie Center Drive Suite 400 Eden Prairie, MN 55344 (952) 995-9575 donald.mark@fmjlaw.com Also Present: CODY L. SMITH

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1 P-R-0-C-E-E-D-I-N-G-S 2 (9:02a.m.) 3 JUDGE SULLIVAN: We're on the record 4 in the matter of MN Airlines LLC doing business 5 as Sun Country Airlines. This is docket number 6 FAA-2015-2444. 7 Today is Friday, December 11, 2015 and 8 the parties have reconvened for a continuation of 9 the Rule 16 litigation scheduling conference. 10 The Federal Aviation Administration, 11 which I will hereinafter refer to as the FAA, is 12 represented by attorney of record Ms. Lauren 13 Hoyson. 14 The Respondent, who has already been 15 identified, is represented by its counsel, Mr. 16 Donald Chance Mark, Junior. 17 Good morning to you both. 18 MR. MARK: Good morning, Judge. 19 MS. HOYSON: Good morning. 20 JUDGE SULLIVAN: I will note that on 21 December 9, 2015, earlier this week, the parties 22 convened for the initially scheduled Rule 16

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1 litigation conference. There had been a slight 2 SNAFU about getting the Rule 26(f) report to the 3 Court and so the matter was continued briefly to 4 today's date and time. 5 Counsel, just so that you know, after 6 we concluded our conference on December 9, 2015, 7 I did receive approximately a half hour later, 8 through the 

### u.s. Mail, the Respondent's 9 unilateral proposed litigation schedule. It was 10 date stamped in at 2:16 p.m. that day, December 11 9, 2015. 12 In addition, shortly thereafter, that 13 same day, December 9, 2015, at 2:50 p.m., we 14 received the Respondent's fax of multiple 15 documents. And so I thank Mr. Mark for doing 16 both of those things. 17 I had a chance to look through the 18 Respondent's proposed discovery schedule and I am 19 going to just chat about a few little things and 20 I will start with the trial date. 21 We need to talk about not only the 22 date of the trial but the place.

(202) 234-4433 NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 And so, Mr.

(202) 234-44335 1 Mark, since you were the person that prepared 2 this, why don't I ask you what your preference is 3 for the venue of the hearing date? 4 MR. MARK: Your Honor, we would prefer 5 to have the matter heard in Twin Cities. 6 Normally, at least in my experience, it is heard 7 in downtown Saint Paul, where I think the 8 government has a relationship with a building 9 that is used for a variety of reasons. I think 10 that the Tax Court is there. 11 And the reason I would make that 12 request is that all of our witnesses are here in 13 the Twin Cities and they are actually located a 14 little bit south of Saint Paul but that would be 15 the most convenient venue. 16 If there are places in Minneapolis, we 17 have federal courts in both cities, Saint Paul 18 and Minneapolis, as well as state and county 19 courts, that would be acceptable as well. 20 JUDGE SULLIVAN: Okay, Ms. Hoyson, 21 same question to you. 22

(202) 234-4433 MS. HOYSON: We would

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(202) 234-44336 1 Minneapolis because our inspectors are located 2 there. 3 JUDGE SULLIVAN: Do you have any other 4 objection to the Saint Paul location? 5 MS. HOYSON: No. 6 JUDGE SULLIVAN: Do you have 7 information about what court facilities are 8 available in Minneapolis that are better or equal 9 to the u.S. Tax Court and other U.S. District 10 Court possibilities in Saint Paul? 11 MS. HOYSON: No, I don't. 12 JUDGE SULLIVAN: How strongly do you 13 feel about this, counsel? Do you want me to set 14 up a motion on venue dispute or are you willing 15 to be a little flexible? 16 MS. HOYSON: I guess I can be flexible. 17 I think Mr. Mark also suggested Minneapolis. 18 JUDGE SULLIVAN: I 'm sorry, I can't 19 hear you. Are you still there? 20 MS. HOYSON: Yes. I said we can be 21 flexible but he also suggested Minneapolis and 22 all of our inspectors are there.

(202) 234-4433 NEAL R. GROSS COURT REPORTERS AND TRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 I mean if he

(202) 234-44337 1 doesn't opposed Minneapolis, too, I guess that 2 would be my preference

-- Saint Paul. 3 JUDGE SULLIVAN: I'm going to 4 interrupt you. Why don't you help me a little 5 bit and tell me approximately how many witnesses 6 you intend to call? And I understand that this 7 is an estimate right now. 8 MS. HOYSON: Right. And I will call 9 the inspector who did this case and then I 10 believe there was one involved earlier. so, 11 likely, we will call both of those inspectors and 12 maybe one additional. So, two or three. 13 JUDGE SULLIVAN: So, when you say one 14 additional, are you talking about one additional 15 fact witness or a third expert witness who is an 16 FAA inspector? 17 MS. HOYSON: I think there were two 18 inspectors who were involved earlier in the 19 process. So, it would all be FAA inspectors. 20 JUDGE SULLIVAN: Let me ask you again. 21 How many FAA inspectors do you think, at this 22 time, you would call? Would it be two or three?

(202) 234·4433 NEAL R. GROSS COURT REPORTERS ANDTRANSCRIBERS 1323 RHODE ISLANDAVE., NW. WASHINGTON, D.C. 20005-3701 (202) 234-44338 1 MS. HOYSON: I believe three. 2 JUDGE SULLIVAN: Okay. And in 3 addition to those three people, if there is 4 anyone else, is there another witness that you 5 are planning to call? Tell me how many total 6 witnesses you think you might call. 7 MS. HOYSON: At this time I think we 8 would just call the three witnesses, the FAA 9 inspectors. 10 JUDGE SULLIVAN: Okay, all three of 11 those witnesses would be expert witnesses because 12 you are saying they are FAA inspectors. Is that 13 my understanding? 14 MS. HOYSON: Yes. 15 JUDGE SULLIVAN: Okay. And according 16 to the material that you have before you, can you 17 tell me where the Respondent's business is, where 18 the inspection actually took place? 19 MS. HOYSON: Their business is in 20 Mendota Heights, Minnesota and I'm not sure where 21 the inspection took place at. 22

(202) 234-4433 JUDGE SULLIVAN: Okay, well, I am

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.. N.W. WASHINGTON, D.C. 20005-3701 (202) 234-44339 1 going to turn to Mr. Mark in just a moment. But 2 before I do, Ms. Hoyson, can you tell me about 3 how much time you think the presentation of your 4 case in chief would take? And I want you to 5 include the possibility of cross-examination as 6 you estimate your time. 7 MS. HOYSON: I imagine we could get it 8 done in about half a day. 9 JUDGE SULLIVAN: Mr. Mark, why don't 10 I turn to you next? In terms of the location, 11 help me out with the difference, in your opinion, 12 between Minneapolis and Saint Paul because they 13 are the Twin Cities. They are pretty close 14 together. Why is Saint Paul preferable? 15 MR. MARK: Well, it is not necessarily 16 preferable, Your Honor. Let me explain a little 17 bit the geography. Minneapolis and Saint Paul 18 are separated by the Mississippi River and are 19 about ten miles apart. When I mentioned Saint 20 Paul, I have been doing this kind of work for a 21 long period of time and in my experience, the 22 Government always chooses or utilizes Saint Paul

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1 in the Tax Court building. But we have equal 2 facilities in both cities. 3 I will tell you that Mendota Heights, 4 which was mentioned as the corporate headquarters 5 for Sun Country Airlines but any of the 6 inspections would have been done at the 7 Minneapolis-Saint Paul International Airport and 8 that is probably, I would say six or eight miles 9 from Mendota Heights. So, there weren't any on10 site inspections done at our corporate 11 headquarters. They were always done on the ramp. 12 There are two terminals that are 13 separated probably maybe a mile or a mile and a 14 half. And the larger one is actually known as 15 Terminal 1 and then the smaller one is known as 16 Terminal 2. The larger one is dominated by Delta 17 Airlines and the smaller one is equally accessed 18 by Sun Country Airlines and several other 19 carriers. 20 So, all of the ramp inspections would 21 have occurred at that Terminal 2, where Sun 22 Country operates. They also have a hangar

(202) 234-4433 NEAL R. GROSS COURT REPORTERS ANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443311 1 opposite Terminal 2 also on the field and it is 2 conceivable that there might have been some 3 inspections there as well. 4 But to answer Your Honor's question, 5 I don't have any particular preference. My 6 client will go wherever it is most convenient to 7 the Court but I am sharing with you that at least 8 in my experience, we have normally been in 9 downtown Saint Paul. 10 JUDGE SULLIVAN: How many witnesses, to 11 the best of your ability, to estimate do you 12 think you would call, both expert and fact, and 13 how much time do you think your responsive case, 14 should you put one on, would take? 15 MR. MARK: I believe, Your Honor, I am 16 going to need three fact witness and, as I have 17 indicated in my proposed order, bona fide 18 experts. So, I am going to tell the Court 19 perhaps eight to nine witnesses and I would 20 expect to take two to two and a half days to 21 present our case. 22

(202) 234-4433 JUDGE SULLIVAN: Okay, thank you.

NEAL R. GROSS COURT REPORTERS AND TRANSCRIBERS 1323 RHODE ISLANDAVE., NW. WASHINGTON, D.C. 20005-3701 (202) 234-443312

1 Okay, then let's talk a little bit 2 about some other matters. And I am going to go 3 to first the proposed scheduling and discovery 4 plan page one. And what I will try and do is go 5 through it page by page, so that is easy for 6 everybody to follow along. 7 In terms of page 1, paragraph 2, which 8 starts with the back discovery, there has been a 9 joint recommendation for initial disclosures 10 under Rule 26 (a) (1) on or before January 8, 2016 11 and the Court is happy to adopt that. 12 The Court is happy to adopt the 13 recommendation for any physical or mental 14 examinations to be done by March 31, 2016. 15 What I would like to do, also, is to 16 have a start date for general discovery. If you 17 have not already started some general discovery, 18 I would like the parties to try and start it on 19 or before

-- I'll look at my notes here let's 20 say January 15, 2016. That doesn't mean that you 21 have to get everything out the door by that time 22 but I would like you to be starting the exchange,

(202) 234-4433 NEAL R. GROSS COURT REPORTERS AND TRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202)234-443313 1 if you can so that we don't get bogged down in a 2 time crunch later on in the proceedings. 3 In terms of the May 31, 2016 fact 4 discovery, I am happy to adopt that. 5 On page 2 of the three-page proposed 6 plan, at the top of the page there is a request 7 for 50 interrogatories. And I would note that 8 there is a regulation that limits interrogatories 9 to a maximum of 30 and I will tell you that is 14 10 CFR13.220(k)(1) 11 So, I am happy to set the 12 interrogatory limitation to the maximum allowed 13 by regulation, which is 30. If the parties look 14 at the rules of practice and decide that they 15 think there is room for a motion to increase the 16 number and grounds to do so, I am happy to 17 entertain that later in the proceedings. 18 Ms. Hoyson, starting with you, any 19 questions about that? 20 21 22

(202) 234-4433 MS. HOYSON: No, Your Honor. JUDGE SULLIVAN: And Mr. Mark? MR. MARK: No, Your Honor, and that is

NEAL R. GROSS COURT REPORTERSAND TRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443314 1 acceptable. 2 JUDGE SULLIVAN: Okay, I am happy to 3 adopt the joint proposal for 25 document 4 requests, 5 factual depositions per party as a 5 maximum, and 25 requests for admission. 6 As I understand it, the FAA has 7 asserted that it anticipates calling 8 approximately three experts and that the document 9 shows on page 2, paragraph 3, the Respondent is 10 looking at potentially four to five experts. I 11 am happy to adopt the initial expert written 12 report deadline of June 30, 2016, as well as the 13 July 29, 2016 deadline for rebuttal expert 14 written reports. 15 In terms of protective orders, my 16 typical litigation procedural order will have 17 some information about how to move for a 18 protective order, if you need one. So, there is 19 always that option. 20 With electronically stored 21 information, I presume the parties will meet and 22 discuss that and work that out informally, as you

(202) 234-4433 NEALR. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443315 1 have already noted on page 2 of the three-page 2 plan. 3 Privileged material, there is also 4 some information in the order that I will send 5 out to you about how to raise a privilege. And I 6 generally work pretty closely with the Rules of 7 Practice in conjunction with the Federal Rules, 8 as needed. So, those are good guidelines for you 9 to utilize. 10 For dispositive motions that begin at 11 the top of page 3, let's talk about that just 12 very briefly because what I would like to do is 13 have dispositive motions after the July 29, 2016 14 deadline for exchange of expert reports. I think 15 that might work better. 16 I'm happy to take dispositive motions 17 before you have expert rebuttal information but 18 it seems to me it might be easier for you if you 19 have it chronologically planned out with a little 20 bit more streamlining. 21 so, Ms. Hoyson, what is your position 22 on that?

(202) 234-4433 NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443316 1 MS. HOYSON: I think you're correct, 2 that it would be better to have it after the 3 expert rebuttal deadline. 4 JUDGE SULLIVAN: Mr. Mark, what is 5 your thought? 6 MR. MARK: I agree with Your Honor. 7 I agree to reschedule that for a later time. 8 JUDGE SULLIVAN: Okay, let's talk 9 about that, then. And Mr. Mark, I am with you. 10 We will continue with you for just a moment. 11 Assuming you get your written report from Ms. 12 Hoyson on or before July 29, 2016, what is a 13 comfort level for you in terms of preparing, if 14 you are going to, a dispositive motion? 15 MR. MARK: Well we could certainly do 16 it within 30 days but I would add this. I always 17 put that date in, trying to accommodate not only 18 our schedule but also the Court's. And maybe I 19 am getting head of us but, depending on what Your 20 Honor decides on the trial date, I think will 21 impact a little bit on the dispositive motions. 22

(202) 234-4433 JUDGE SULLIVAN: Yes, I

--

NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHOOE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443317 1 MR. MARK: I'm sorry. 2 JUDGE SULLIVAN: I'm sorry. I 3 interrupted you. You are absolutely right. I 4 do not think that September 15, 2016 will work. 5 MR. MARK: Okay. 6 JUDGE SULLIVAN: What I am looking at 7 right now with my trial calendar is late January 8 2017. 9 MR. MARK: Oh, okay. All right. 10 JUDGE SULLIVAN: For example

-- and we 11 can pick the trial date now and then work our way 12 back, which probably makes a lot of sense. 13 In looking at my calendar, and I am 14 going to go to 2017, my week of January 30, 2017 15 is completely open. So, if the parties have that 16 time open, I would like to reserve it right now 17 for you. 18 MR. MARK: Well, this is Don Mark, 19 Your Honor, I can tell you that I have no plans 20 right now for that week. So, that is certainly 21 acceptable to me. 22

(202) 234-4433 JUDGE SULLIVAN: Okay, Ms. Hoyson,

NEAL R. GROSS COURTREPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443318 1 same question. 2 MS. HOYSON: My schedule is open then, 3 too. 4 JUDGE SULLIVAN: Okay, let's plan on 5 January 30, 2017 as a travel day for any of those 6 and the witnesses who might have to travel; 7 January 31 as the first day of the hearing; and I 8 am going to reserve the 31st, February 1st, 9 February 2nd, and part of February 3rd, just in 10 case because I find that people generally 11 underestimate time. And so I am going to reserve 12 half a day on Friday just on the off chance that 13 something might happen. And that can be anything 14 as benign as a fire drill at the courthouse, 15 where we all have to evacuate, which I have 16 experienced and takes time away from the parties; 17 a witness who gets lost; a witness who gets 18 caught in traffic, any of those kinds of things 19 that delay the case in a way that the parties may 20 not have anticipated. 21 If we don't need the February 3rd half 22 day, great, but at least then we will have had a

(202) 234-4433 NEAL R. GROSS COURT REPORTERS ANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443319 1 courtroom available if we did need it. 2 So, as we get closer to the trial 3 date, we may find that you are not going to call 4 as many witnesses or that some of the issues get 5 narrowed. And if that is the case, we can always 6 go in and narrow the days that we are going to 7 meet for a hearing as well. 8 Ms. Hoyson, starting with you, is that 9 acceptable? 10 MS. HOYSON: Yes. 11 JUDGE SULLIVAN: Okay, and Mr. Mark? 12 MR. MARK: That is acceptable. Thank 13 you, Your Honor. 14 JUDGE SULLIVAN: Okay. Then with 15 that, if we are starting on January 31, 2017, and 16 I take about a two-month lag so that I have 17 enough time after the oral motion on a summary 18 judgment to issue a decision that you can act on 19 without having to redo witness lists and exhibits 20 and so forth, I am going to give you some 21 proposed dates, if you give me a minute to look 22 at my calendar.

(202) 234-4433 NEAL R. GROSS COURT REPORTERS ANDTRANSCRIBERS 1323 RHODE ISLANDAVE.• NW. WASHINGTON, D.C. 20005-3701 (202) 234-443320 1 I'm trying to figure out what would 2 work with the holiday schedule, too. 3 Mr. Mark, starting with you, how much 4 time before the hearing do you like to exchange 5 witness lists and exhibits? 6 MR. MARK: Minimally two weeks, Your 7 Honor. 8 JUDGE SULLIVAN: Okay. Ms. Boyson, 9 same question to you. 10 MS. BOYSON: Two weeks is fine. 11 JUDGE SULLIVAN: Okay. So, why don't 12 we do this? We will set January 17, 2017 for the 13 exchange of witness lists and exhibits. That is 14 approximately two weeks before the hearing. I am 15 also going to give that same deadline for you for 16 submitting any kind of written stipulations or 17 agreed motions in limine. If you have something 18 that comes up and you want to codify it in 19 writing and have it done ahead of time, you can 20 do that. 21 And then with the oral motion, we want 22 to have that a little earlier. How about if you

(202) 2344433 NEAL R. GROSS COURT REPORTERS ANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005·3701 (202) 234-443321 1 take a look at your calendars for the week of 2 November 13th and see if that week is fairly 3 clear for a one- to one and a half-hour telephone 4 conference that we will hold either on 5 dispositive motions or as a final prehearing 6 status conference? 7 Ms. Hoyson, looking at your calendar, 8 do you have any blackout times on the dates of 9 November 15 through the 18th, 2016? 10 MS. HOYSON: No, I don't. 11 JUDGE SULLIVAN: Mr. Mark? 12 MR. MARK: Just to clarify, Judge, you 13 said the week of the 13th, which is a Sunday. 14 So, you are talking about Tuesday the 15th? 15 JUDGE SULLIVAN: Correct. 16 MR. MARK: Okay, then no, I don't have 17 a problem with that. 18 JUDGE SULLIVAN: Okay and I am talking 19 about that whole week, Mr. Mark. 20 MR. MARK: Okay. 21 JUDGE SULLIVAN: So, how about if we 22 set a summary judgment or dispositive motion oral

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1 argument teleconference time for either 2 Wednesday, the 16th of November or Thursday, the 3 17th of November? 4 Ms. Boyson, do you have a preference 5 regarding the date or time? 6 MS. BOYSON: No, I don't have a 7 preference. I am open both days. 8 JUDGE SULLIVAN: Mr. Mark? 9 MR. MARK: My preference would be 10 November 17th and I would defer to the Court for 11 the time. 12 JUDGE SULLIVAN: Okay, let's plan on 13 Thursday, November 17, 2016, let's say from 10:00 14 to 11:30 before I do that, are you folks one 15 hour behind me? I'm on the Eastern Seaboard. It 16 is currently approximately 9:27 a.m. 17 MR. MARK: Yes, we are both Central 18 Standard Time today. So, we are one hour behind 19 you. 20 JUDGE SULLIVAN: Okay, so let me 21 change that a little bit. Why don't we say 10:30 22 Eastern Time, that is 9:30 Central Time and we

(202) 234-4433 NEAL R. GROSS COURT REPORTERSAND TRANSCRIBERS 1323 RHODE ISLANDAVE., NW. WASHINGTON, D.C. 20005-3701 (202) 234-443323 1 will run it from 10:30 to noon. Typically, I am 2 finished in an hour but sometimes things come up 3 and it takes a little bit longer than that and I 4 want to make sure that there is no conflict on 5 your calendars. 6 So, if we have a November 17, 2016 7 summary judgment oral argument, let's backtrack 8 from that and we can say -- Mr. Mark, let me ask 9 you a question. 10 In terms of motions, I mean I have a 11 certain way I like to do things but I am happy to 12 accommodate the parties. Do you have a 13 preference regarding how much time there is 14 between the time a dispositive motion is filed 15 and the time an answer is due and a reply? 16 MR. MARK: No, I really don't, Your 17 Honor. If it was a week or your schedule only 18 permitted three or four days, that would be 19 acceptable. Whatever works best for the calendar 20 is fine with me. 21 22 question.

(202) 234·4433 JUDGE SULLIVAN: Ms. Hoyson, same

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1 MS. BOYSON: Between the motion being 2 filed and the response being due? 3 JUDGE SULLIVAN: Correct. 4 MS. BOYSON: Correct. Generally, I 5 think we have about 30 days. I guess I would 6 like about 30 days to respond to anything they 7 may file. 8 JUDGE SULLIVAN: Well, generally, you 9 only have ten days, according to the Rules of 10 Practice. 11 MS. BOYSON: Oh. 12 JUDGE SULLIVAN: But I tend to stretch 13 that out a little bit. So, why don't we do this? 14 15 Why don't we add

-- and I do add, in 16 part, because everybody is busy. And if we have 17 the time, like we do in this case, we might as 18 well use it. 19 so, how about if we set the motion to 20 be due on or before September 27, 2016, the 21 response to the motion on or before October 19, 22 2016, and the reply, if any, due on or before

(202) 234-4433 NEAL R. GROSS COURT REPORTERS AND TRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443325 1 November 2, 2016? 2 Ms. Hoyson, would that work for you? 3 MS. HOYSON: Yes, it would. 4 JUDGE SULLIVAN: Okay, and Mr. Mark? 5 MR. MARK: That is acceptable, Your 6 Honor. 7 JUDGE SULLIVAN: Now given this 8 particular schedule, it gives you a little bit of 9 extra room for some stipulations or extensions 10 but I do have in my notes a little note about 11 getting done with discovery. And let me just 12 double-check your materials as well. 13 Let's say that we will have all 14 discovery closed, and that includes supplemental 15 discovery, on or before August 26, 2016. Would 16 that work for you, Ms. Hoyson? 17 MS. HOYSON: Yes. 18 JUDGE SULLIVAN: Mr. Mark? 19 MR. MARK: Me, as well, Your Honor, 20 yes. 21 JUDGE SULLIVAN: Then, in looking at 22 my materials, what I will just simply tell you is

(202) 234·4433 NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005·3701 (202) 234·443326 1 that in the order that I send out, there is going 2 to be some information about how to file a motion 3 to compel, if that is a problem for you in any 4 way, how to get other motions on my calendar, if 5 you need to reach me, or have me address a 6 problem that you can't resolve yourselves, how to 7 mark exhibits and bring them to the hearing, and 8 so forth. There is also some information about 9 attorney withdrawal, if that is an event that 10 ends up taking place. And then who to call in my 11 office if you get the order and don't understand 12 anything. 13 So, Ms. Hoyson, starting with you, is 14 there anything we need to address for your client 15 today before we conclude? 16 MS. HOYSON: No, there is not. 17 JUDGE SULLIVAN: Mr. Mark, same 18 question to you, sir. 19 MR. MARK: The only question, Your 20 Honor, and it is not compelling if you don't know 21 right now, but will the order then indicate what 22 the venue of the trial will be?

(202) 234-4433 NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443327 1 JUDGE SULLIVAN: Yes, and thank you 2 for mentioning that. What I am going to do is I 3 am going to set venue in Saint Paul and the 4 reason I am doing that is because, you are 5 absolutely correct, Mr. Mark, there is the U.S. 6 Tax Court in Saint Paul and it is a source of 7 easily accessible federal courtroom space for us. 8 We find that utilizing the U.S. Tax Court is, by 9 far, the fastest way to secure a courtroom with 10 the least amount of staff angst. I will say it 11 that way. 12 I will also use Minneapolis as the 13 alternate, if in fact we are unable to secure a 14 courtroom in the U.S. Tax Court or any place 15 nearby. 16 If we have to go outside of the Twin 17 Cities, I will be convening you to talk about 18 that but I doubt that that would occur. That is 19 very, very rare, in my experience. 20 Does that answer your question, sir? 21 MS. HOYSON: It does. Thank you, Your 22 Honor. And Ms. Hoyson will be coming from out of

(202) 234-4433 NEAL R. GROSS COURTREPORTERSAND TRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443328 1 town as well. So, I will equally advise the both 2 of you as to the good meeting places in both 3 Saint Paul and Minneapolis. 4 JUDGE SULLIVAN: I look forward to 5 that consultation. 6 All right, well thank you both very 7 much. I will be issuing this litigation 8 procedural order no later than by either Monday 9 or Tuesday of next week. 10 And then I want to make sure I have 11 your fax numbers. I do. Excellent. 12 With that, it appears our business is 13 complete. We can go off the record. And I wish 14 you all a good day and a happy holiday. Thank 15 you. 16 MR. MARK: Thank you. Same to you, 17 Your Honor. 18 MS. HOYSON: Thank you. Same to you. 19 JUDGE SULLIVAN: Bye-bye. 20 MR. MARK: Bye-bye. 21 (Whereupon, the above-entitled matter 22 went off the record at 9:34 a.m.)

(202) 234-4433 NEAL R. GROSS COURT REPORTERSANDTRANSCRIBERS 1323 RHODE ISLANDAVE., N.W. WASHINGTON, D.C. 20005-3701 (202) 234-443329 A believe7:108:111:15 Complainant2:2 depending 16:19 a.m 1:133:2 22:16 benign18:14 complete28:13 depositions14:4

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www.nealrgross.comC E R T I F I C A T E

This is to certify that the foregoing transcript

In the matter of: MN Airlines d/b/a Sun Country Airlines Before: us DOT

Date: 12-11-15

Place: teleconference

was duly recorded and accurately transcribed under my direction; further, that said transcript is a true and accurate record of the proceedings.

Court Reporter 33

(202)234·4433 NEAL R. GROSS COURTREPORTERSANDTRANSCRIBERS 1323 RHODE ISlANDAVE.,N.W. WASHINGTON.D.C. 20005·3701 www.nealrgross.com