UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

Issued by the Department of Transportation on June 6, 2012

NOTICE OF ACTIO N TAKEN -- DOCKET DOT-OST-2012-0053

This serves as notice to the public of the action described below, taken by th e Department official indicated (no additional confirming order will be issued in this matter).

Application of Baker’s Bay Associates, L.L.C. (Baker’s Bay), filed 4/6/2012, for:

XX Exemption from 49 U.S.C. 41101 and app licable economic regulations of the Department to the extent necessary to allow Baker’s Bay to engage in indirect ai r transportation to provide the following service:

Baker’s Bay will contract with one or more U.S. or foreign direct air carriers to provide transportation of the members of its subsidiary, Baker’s Bay Golf & Ocean Club, LLC (Club), between White Plains, New York and Treasure Cay, Bahamas.

Applicant rep: Mark W. Atwood (202) 463-2513 DOT Analyst: Esta Rosenberg (202) 366-0572

Background: Baker’s Bay proposes to make air service available to Club members residing in the New York area and to do so during periods of high demand, on a seasonal and i rregular basis as demand warrants. Baker’s Bay expects to operate about 24 flights annually clustere d around holiday and vacation periods throughout the year but anticipates that one or more flights will be operated in any given month. Baker’s Bay anticipates that the aircraft will be operated by Air Canada or Delta Airlines, and other operators may be used as needs dictate. Baker’s Bay may contract for smaller (fewer than 60-passenger) aircraft for use in periods of lower demand. Under the terms of Baker’s Bay proposal, flights will be restricted to Club members, their families a nd their invited guests, and guests will not be permitted to pay directly or indirectly for air transportation. Only Club me mbers who specifically enroll in the flight program will be eligible to use the proposed air servic es. Dues paid by club members will cover most or all administrative expenses and the cost of flights will be charged to membership account s. Club membership is currently about 100; however, the maximum number of memberships is 395. Baker’s Bay will not solicit participants from th e general public. Prospective members of the Club may be invited to use the charter services as a guest of a participating member.

Baker’s Bay states that the requested relief is very sim ilar to the exemption granted to The Yellowstone Mountain

Club, LLC, in Order 2012-2-1, which was based on similar relief granted to Kona Associates in Order 2004-8-8, permitting operation of a members-only s huttle operating within the United States to a private resort community. Baker’s Bay states that the resort commu nity involved here lies far from the areas of the Bahamas frequented by

tourists and that there is no direct scheduled air service between New York and the resort area.

No responsive pleadings were filed.

D I S P O S I T I O N

XX Approved (subject to conditions, see Remarks and Conditions below)

The above action was effective when taken: June 6, 2012.

Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with the overall st ate of aviation relations between the United States and

the Bahamas.Remarks and Conditions: We have reviewed the facts of record in th is matter and have determined that under the contractual arrangements described in the application, Ba ker’s Bay is acquiring access to aircraft and air services on behalf of its community members, as well as marketing th ose air services to community members. In effect, Baker’s Bay is holding out and selling air tr ansportation through membership fees and dues, as well as flight utilization assessments, which would be used to pay for air transpor tation, and that under these circumstances, Baker’s Bay is engaging in a type of indirect air carrier activity for which authority is required.

We further find that grant of an exemption, subject to the limitations and conditions stated in this notice, to Baker’s Bay to implement the arrangement described by the applicant and summarized above is in the public interest. Baker’s Bay proposal will provide ad ditional service options to community members, the pool of potential individuals eligible to participate is narrowly defined and is not expected exceed 395 members plus guests, there will be no advertising, ma ilings, or mass solicitations to the general public about these services, and no seat on the aircraft may be so ld to a third party. The direct air transportation will be provided by a U.S. certificated air carrier or au thorized foreign air carrier. The aircraft to be used for this service will be on the air carrier’s operations specifications and all of the flights will be under the operational control of the direct air carrier. Our appr oval is limited to the air services described in the Baker’s Bay application. Any additional charters wi th other groups or individuals would have to be provided in full accordance with Department regulations.

The exemption granted here is limited to the tr ansaction described in Baker’s Bay April 6, 2012 application. In the event Baker’ s Bay wishes to expand the arrange ment beyond that approved here, including the maximum number of 395 members plus guests or to provide more than 24 flights annually,

or

to offer to provide service to any additional cities in the United States or the Bahamas, it must first obtain approval from the Department. We will waive any escrow requirements that would otherwise be applicable to Baker’s Bay as an indirect air carrier, provided that adequate notice is given by Baker’s Bay to each member or potential member of their rights and responsibilities with respect to the air transportation to be provided, including their rights, if any, to refunds of amounts paid. The action taken here does not exempt Baker’s Bay from our requirements with regard to charter flights on behalf of other entities or individuals. Lastly, Baker’s Bay must meet all applicable Transportation Security Administration requirements.

On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found the applicant qualified to provide the exemption services authorized.

Under authority assigned by the Department in its regula tions, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authorit y was consistent with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in th e referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

Persons entitled to petition the Department for review of th e action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file thei r petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide Web at:

http://www.regulations.gov