U.S. Department of Transportation Office ofthe Secretary OfTransportation

August 23, 2012

Mr. Robert E. Cohn Mr. Patrick R. Rizzi Counsel for Rhoades Aviation, Inc. d/b/a Transair HoganLovells US LLP 555 Thirteenth Street, N.W. Washington, DC 20004

Re: DocketDOT-OST-2011-0216 Application ofRhoades Aviation, Inc. d/b/aTransair for section41102 CertificateAuthority

DearMessrs. Cohn and Rizzi: 1200 NewJerseyAve., S.E. Washington, DC 20590

We have completed our initial review of the application filed on July 24, 2012, by Rhoades Aviation,' Inc. d/b/a Transair ("Rhoades") for the determination of its fitness to conduct certificated interstate charter air transportation.

This review has revealed the need for additional and/or clarifying information before we can complete the processing of Rhoades application. The attached Information Request lists the

areas where further and/or clarification information is necessary. I ask that you respond fully to this request within 30 days ofthe date ofthis letter. Your response should filed in Docket DOTOST-2011-0216.

As is the Department's practice, further processing of Rhoades application will be deferred pending receipt of this material. In addition, please remember that Rhoades should promptly provide the Department with any information regarding changes it may undergo in areas affecting its fitness (i.e., management, operating plans or financial condition, compliance disposition, or ownership) while its application is underreview bythe Department.2

Thank you for your cooperation in this matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact Reese Davidson ofmy staffat (202) 366- 8161 or via e-mail at Reese.Davidson@dot.gov.

Lauraly Remo Chief, AirCarrierFitness Division Office ofAviationAnalysis

Enclosure

cc: DocketDOT-OST-2011-0216

Ms. Mary Ballard POIfor Rhoades Aviation, Inc. FAAIndianapolis FSD0-11 1201 ColumbiaRoad, Suite 101 Plainfield, IN 46168

Mr. TeimourRiahi ChiefExecutive Officer Rhoades Aviation, Inc. d/b/aTransair 100 IolanaPlace Honolulu, HI 96819INFORMATIONREQUEST RHOADES AVIATION, INC. D/B/ATRANSAIR ("Rhoades")

GENERAL INFORMATION

1. Please provide a statement from the Office ofthe Secretary ofState, or another agent of the State in which the application is incorporated, certifying that the applicant is in good standing. 2. Please provide a briefnarrative history ofthe company, including a detailed description of the company's current operations. Has Rhoades continued to operate since being acquired? 3. Has Rhoades orTransairHoldings already entered into any charter agreements to provide lift using their737 should Rhoades receive the economic authority it seeks? Ifso, please provideus with details ofsuch agreements. 4. How does Rhoades intend to operate solely in Hawaii if their FSDO is located in Indiana? Does Rhoades planto switchFSDOs? Ifso, when? 5. Please informus ofthe status ofadding the 737 aircraftto Ops Specs?

MANAGEMENT AND KEY TECHNICAL PERSONNEL

1. Please verify if Thomas Andino is serving as Rhoades' Director of Maintenance in a permanent capacity. The application indicatedthat his appointment wouldbe effective as ofAugust 1, 2012. 2. It appears that most of Rhoades' key personnel reside outside of Hawaii. How does Rhoades propose to conduct operations with key management and technical personnel living in such various areas? 3. The resumes provided for Messrs. Donald A. Whitcomb and Thomas J. Andino do not show the date that they became employed byRhodes orthe date that they resigned from their former positions. Please provide an updated resume for each of the above noted personnel indicating when each became employees of Rhodes and resigned from their former employmeht. 4. Please provide updated fitness questionnaires and resumes for the following key personnel: Mr. Teimour Riahi, Mrs. Marjan Azimi, Mr. Raja Segaran, and Ms. Tracy Reasoner.

FINANCIALPOSITION

1. Pleaseprovide current (within 3 months) compiled balance sheets and income statements for Rhoades. Pleaseprovidethefinancial statements for Rhoades as a distinct entityfrom the holding company. Please also include current (within 3 months) compiled balance sheets and income statements for Trans Executive in addition to the statements of TransairHoldings. 2. Please provide a statement indicating that Transair Holdings will financially support Rhoades proposed operation and working capitalneeds. 3. According to the application, Transair Holdings, Inc. and Trans Executive Airlines are co-borrowers on a $2,000,000 line of credit from Central Pacific Bank. Please provide2

the terms and conditions ofthe line ofcredit so that we can determine whether it can be extended directly to Rhoades. In addition, please informus ifany moneyhas been drawn to date from the line ofcredit or ifthere are any conditions that mustbe met before funds will be advanced. 4. Please provide a description of the operations of Transair Holdings. Does Transair Holdings engage in any otherbusinesses in addition to acting as the holding companyfor Trans Executive and Rhoades? 5. Exhibit RDS-7, Page 2 of 3 does not indicate any money allocated for costs associated with aircraft leasing, insurance, orhangar fees for Rhoades. Please elaborate with amore detailed expense breakdown. In addition, certain expense categories included in Trans Executives' income statement are not included in Rhoades'. Please elaborate with more detailed financial statements for Rhoades. 6. Exhibit RDS-7, Page 1 of 3 indicates $4,209,263 as a note payable to Transair. Please explainthis note. 7. Footnote 6 ofthe application indicates that Trans Executive also owns Boeing 737-2B1C bearing Registration # N808TA but no longer plans to use that aircraft for Transair's cargo operations. What is Trans Executive doing with this other737?

The information provided pursuant to this Information Request should be accompanied by the following certification:

The contents of this application and the attached exhibit (s) are true and correct to the best ofmyknowledge and belief. Pursuant to Title 18 United States Code Section 1001, I [the individual signing the application, who shall be aprincipal owner, senior officer,

or internal counsel ofthe applicant], in my individual capacity and as the authorized representative ofthe applicant, have not in any mannerknowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement orknowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shallbefined orimprisonednot more thanfive years, orboth.