BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

________________________________________________

)

Application of )

)

 ARUBAANSE LUCHTVAART )

 MAATSCHAPPIJ N.V. )

 d/b/a ARUBA AIRLINES ) Docket No. OST-2012-0212

)

for an exemption pursuant to 49 U.S.C. § 40109 )

and foreign air carrier permit pursuant to )

49 U.S.C. § 40301 (U.S. – Aruba) )

________________________________________________)

SUPPLEMENT TO APPLICATION OF ARUBA AIRLINES

FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be sent to:

Esteban Valles

CEO & Accountable Manager

Arubaanse Luchtvaart 

Maatschappij N.V. d/b/a Aruba Airlines

Cumana 69

Oranjestad

Aruba

David M. Endersbee

Zuckert, Scoutt & Rasenberger, L.L.P.

888 Seventeenth Street, N.W.

Washington, D.C. 20006

Tel: (202) 973-7935

Fax: (202) 342-0683

dmendersbee@zsrlaw.com

Counsel for Arubaanse Luchtvaart 

 Maatschappij N.V. d/b/a Aruba Airlines

December 17, 2014

NOTICE: The Applicant requests expedited treatment and will poll U.S. carrier 

representatives shown on the attached certificate of service. 
2

BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

________________________________________________

)

Application of )

)

 ARUBAANSE LUCHTVAART )

 MAATSCHAPPIJ N.V. )

 d/b/a ARUBA AIRLINES ) Docket No. OST-2012-0212

)

for an exemption pursuant to 49 U.S.C. § 40109 )

and foreign air carrier permit pursuant to )

49 U.S.C. § 40301 (U.S. – Aruba) )

________________________________________________)

Dated: December 17, 2014

SUPPLEMENT TO APPLICATION OF ARUBA AIRLINES

FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

Arubaanse Luchtvaart Maatschappij N.V. d/b/a Aruba Airlines (“Aruba”) hereby 

supplements its December 20, 2012 Application for a Foreign Air Carrier Permit and Exemption 

Authority, as amended by its January 16, 2013, Amendment No. 1 (the “Application”), to inform 

the Department of certain changes to Aruba’s ownership and control, changes to Aruba’s day-today management, and to update the record in this docket.

1. In its Application, Aruba requested (i) exemption and permit authority, consistent 

with the U.S. – Aruba Open Skies Agreement, to enable it to engage in scheduled and charter 

foreign air transportation of persons, property, and mail from points behind Aruba via Aruba and 

intermediate points to a point or points in the United States and beyond, as well as other charters 
3

pursuant to Part 212 of the Department’s regulations, and (ii) registration of the trade names 

“Aruba Airlines” and “Aruba Air”.1

2. Operations: Aruba continues its successful operations, and presently offers 

service between Aruba, on the one hand, and Maracaibo, Valencia, and Panama City, on the 

other hand, with its two A320 aircraft. Aruba also operates frequent charter service to Cancun 

and Quito. With the grant of its Application, Aruba plans to initially operate scheduled service 

to Florida markets, with other U.S. markets to follow. 

3. Ownership: a detailed overview of Aruba’s present ownership is set forth in 

Exhibit AG-1. A letter from the Department of Civil Aviation Aruba acknowledging this 

ownership structure is set forth in Exhibit AG-2. As demonstrated in Exhibit AG-1, ownership 

and control of Aruba is primarily held by Dutch citizens who are residents of Aruba. A majority 

of Aruba’s day-to-day operational personnel are Dutch citizens and residents of Aruba. As 

explained in Exhibit AG-2, Aruba Dream Private Foundation (“Aruba Dream”) was formed in 

Curaçao to distribute Aruba’s proceeds and dividends. Through Aruban intermediaries

(including ATS Management N.V., the entity that actively manages its shares for the benefit of 

Aruba Dream), Aruba Dream holds 90% of Aruba’s shares.2 To the extent that the Department 

determines that a waiver of the Department’s ownership and control policy is necessary in these 

circumstances, Aruba respectfully requests such a waiver, as there is nothing in Aruba’s 

ownership structure that would be inimical to U.S. aviation policy or interests.3

 

1 To the extent not updated by this Amendment, Aruba incorporates by reference the factual information set forth in 

its Application pursuant to 14 C.F.R. 211.14. 

2 The U.S. and Curaçao enjoy an open skies air service agreement under the auspices of the U.S. – Netherlands 

Antilles Agreement, signed on July 14, 1998. 

3 Such a waiver is entirely consistent with Department policy and precedent in these circumstances. See, e.g., 

Comlux Aruba N.V. (Order 2013-11-5) and Air Aruba, N.V. (Order 99-3-21). 
4

4. Key personnel: Details of Aruba’s current operating team are set forth in Exhibit 

AG-3, including resumes for new personnel. In accordance with Aruban aeronautical 

requirements, management personnel have primary (if not exclusive) residence in Aruba. Where 

necessary, all new personnel have been approved for their positions by the Department of Civil 

Aviation Aruba. 

5. Interests in other entities: Neither Aruba nor its owners and managers owns a 

direct or indirect interest in any air carrier, aeronautical entity, or other common carrier. 

6. Government ownership: Neither the Kingdom of the Netherlands nor the Aruban 

government have any ownership interest in Aruba. 

7. Accidents and incidents: Aruba has not experienced any accidents, incidents, or 

safety or tariff violations in the preceding five years. 

8. In all respects Aruba remains fit, willing, and able to provide the services 

requested in its Application. Aruba continues to hold homeland operating authority 

encompassing services to the U.S. 

9. Grant of this application is in the public interest. There is an unmet demand for 

Aruban-flag quality air service options in the U.S. – Aruba market, and the services for which 

Aruba requests exemption and permit authority are clearly provided for in the U.S. – Aruba 

Open Skies Agreement (see Annex I, Section 1(B)). Aruba’s services will provide an important 

boost to the local tourism-based economy and will provide additional competition in the U.S. –

Aruba market. 

10. Aruba will poll U.S. carrier representatives shown on the attached certificate of 

service and report the results to the Department. Aruba requests expeditious processing of its 

Application, as supplemented herein. Aruba is working closely with the Federal Aviation 
5

Administration (“FAA”) in Miami to obtain its operations specifications, and as the Department 

is aware, the grant of this authority is a critical prerequisite for completion of the FAA approval 

process. 

WHEREFORE, for the foregoing reasons, Arubaanse Luchtvaart Maatschappij N.V. 

d/b/a Aruba Airlines respectfully requests that the Department promptly grant the requested 

exemption and foreign air carrier permit as described herein. Aruba also requests such further, 

different and additional relief as the Department may deem to be appropriate.

Respectfully submitted,

_____________________________

David M. Endersbee

Zuckert, Scoutt & Rasenberger, L.L.P.

888 Seventeenth Street, N.W.

Washington, D.C. 20006

Tel: (202) 973-7935

Fax: (202) 342-0683

dmendersbee@zsrlaw.com

Counsel for Arubaanse Luchtvaart 

Maatschappij N.V. d/b/a Aruba Airlines

December 17, 2014
CERTIFICATE OF SERVICE

I hereby certify that on this 17th day of December 2014, a copy of the foregoing was served by email on 

the parties named below:

Edward P. Faberman

Counsel for AirTran Airways

Wiley, Rein LLP

1776 K Street, N.W.

Washington, D.C. 20006

Tel.: (202) 719-7402

efaberman@wrf.com

Dan Weiss

Managing Director – International &

 Regulatory Affairs

United Air Lines

77 West Wacker Drive-HDQIZ

Chicago, IL 60601

dan.weiss@united.com

Stephen J. Morrissey

Managing Director, Regulatory and

 Policy

United Air Lines, Inc.

1225 New York Avenue, NW - DCAIZ

Suite 1100

Washington, DC 20005

Steve.morrissey@united.com

abby.bried@united.com

Gerald F. Murphy

Steven Seiden

Counsel for United Airlines 

Crowell & Moring

1001 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

Steven J. Seiden

gmurphy@crowell.com

sseiden@crowell.com

Anita Mosner

Jennifer Nowak

Counsel for United Parcel Service

Holland & Knight

800 17th Street, N.W.

Suite 1100

Washington, D.C. 20006

anita.mosner@hklaw.com

jennifer.nowak@hklaw.com

dsmalls@ups.com

Alexander Van Der Bellen

Chris Walker

Delta Air Lines

1212 New York Avenue, NW

Suite 200

Washington, D.C. 20005

sascha.vanderbellen@delta.com

chris.walker@delta.com

Robert Wirick

Howard Kass

Francis Heil

American Airlines, Inc.

1101 Seventeenth Street, N.W.

Suite 600

Washington, D.C. 20036

robert.wirick@aa.com

howard.kass@aa.com

francis.heil@aa.com

John L. Richardson

Joan Canny

Counsel for Amerijet International

John L. Richardson, P.L.L.C.

555 13th Street, N.W.

Suite 420 West

Washington, D.C. 20004

jrichardson@johnlrichardson.com

jcanny@amerijet.com

Malcolm L. Benge

Counsel for North American Airlines

Zuckert, Scoutt & Rasenberger, L.L.P.

888 Seventeenth Street, N.W.

Suite 700

Washington, DC 20006

mlbenge@zsrlaw.com

John S. Duncan

Deputy Director

Flight Standards Service

Federal Aviation Administration

800 Independence Avenue, S.W.

Room 821

Washington, D.C. 20591

john.s.duncan@faa.gov 
2

Marshall S. Sinick

Counsel for Florida West International

 Airways

Squire, Sanders & Dempsey

1201 Pennsylvania Avenue, N.W.

Suite 500

Washington, D.C. 20004

msinick@ssd.com

Jonathan B. Hill

Parker Erkmann

Counsel for Hawaiian Airlines and JetBlue

Cooley LLP

1299 Pennsylvania Avenue, NW

Suite 700

Washington, DC 20004

jhill@cooley.com

perkmann@cooley.com

Thomas Ting

MN Airlines, LLC dba Sun Country

 Airlines

1300 Mendota Heights Road

Mendota Heights, MN 55120

thomas.ting@suncountry.com

Joanne W. Young

David Kirstein

Counsel for Spirit Airlines

Kirstein & Young PLLC

1001 Pennsylvania Ave., N.W.

Suite 600 South

Washington, DC 20004

jyoung@yklaw.com 

dkirstein@yklaw.com

Kevin Montgomery

Peter Beckett

Polar Air Cargo, Inc.

1747 Pennsylvania Avenue, N.W.

Suite 875

Washington, D.C 20006

kevin.montgomery@ polaraircargo.com

peter.beckett@aawholdings.com

Mark W. Atwood

Counsel for Xtra Airways

Cozen O’Connor

Army Navy Building

1627 I Street, NW

Suite 1100

Washington, D.C. 20006

matwood@cozen.com

ldunn@xtraairways.com

Robert W. Kneisley

Associate General Counsel-Federal Affairs

Southwest Airlines Co.

1250 Eye Street, N.W.

Suite 1110

Washington, D.C. 20005

bob.kneisley@wnco.com

Andy Lee

Minister Plenipotentiary for Aruba

The Netherlands Embassy in Washington, D.C.

4200 Linnean Ave. NW,

Washington, DC 20008

was-gma@minbuza.nl

James R. Jelinski

Manager, MIA-IFO (IFO-23)

Federal Aviation Administration

2895 SW 145 Avenue, Suite 221

Miramar, FL 33027

james.r.jelinski@faa.gov

David M. Endersbee
6

Index to Exhibits

Exhibit AG-1 Revised Ownership Structure

Exhibit AG-2 Department of Civil Aviation Aruba Letter

Exhibit AG-3 Key Personnel
Exhibit AG-1

Revised Ownership Structure
 

 10%

 

 90%

100%

 

Arubaanse Luchtvaart Maatschappij N.V.

d/b/a Aruba Airlines 

Aruban LLC

CEO & Director: Esteban Valles

Managing Director: Onno J. de Swart

Seastar Holding N.V.

Aruban LLC

Director: Marc Ingwersen 

Dutch citizen, resident of Aruba 

 Gabri de Hoogd 

Dutch citizen, resident of Aruba

ATS Management N.V.

Aruban LLC

Managing Director: Marc Ingwersen

Dutch citizen, resident of Aruba 

Aruba Dream Private Foundation

Legal entity of Curaçao

Board member: Intertrust (Curaçao) B.V. 

Onno de Swart, Dutch citizen, 

resident of Aruba – 77%

Esteban Valles, U.S. and 

Venezuelan citizen, resident of Aruba – 8%

Fuad Fadel Muci, citizen and resident 

of Venezuela – 15%

100%
Arubaanse Luchtvaart Maatschappij N.V.

1

 d/b/a Aruba Airlines

Aruba Airlines is a local (i.e., Aruban) limited liability company pursuant to Aruban 

business licensing and airline certification requirements. 10% of Aruba Airlines is

owned by Gabri de Hoogd, and 90% is owned by Seastar Holding N.V. 

Seastar Holding N.V.

L.G. Smith Blv. 62

Oranjestad West

Aruba

Seastar Holding N.V. (“Seastar”) is a local Aruban limited liability company. Its sole 

director is a citizen of the Netherlands and is a resident of Aruba. 

Gabri de Hoogd

Mr. de Hoogd, a natural person, is a citizen of the Netherlands and is resident of Aruba. 

Mr. de Hoogd (individually) and Seastar (through its sole shareholder, ATS 

Management) together exercise the authority of general shareholders which includes, but 

is not limited to:

 Amendments to articles of association;

 The appointment, resignation, or suspension of the managing directors;

 The approval of financial statements;

 The declaration of dividends and other capital distributions; and,

 The dissolution of the company. 

ATS Management N.V.

L.G. Smith Blv. 62

Oranjestad West

Aruba

 

1 Under Aruban law, a business license is a necessary predicate to establish a naamloze vennootschap (N.V.). Such 

licenses are granted to qualifying entities whose shares are held by Aruban citizens or the equivalent thereof. 
ATS Management N.V. (“ATS”) is a local Aruban limited liability company. Its director 

is a citizen of the Netherlands and is a resident of Aruba. ATS owns 100% of Seastar. 

The beneficial owner of ATS’s shares in Seastar is Aruba Dream Private Foundation. 

Aruba Dream Private Foundation

Zeelandia, Curaçao

Aruba Dream Private Foundation (“Aruba Dream”) is the beneficial owner of the Seastar 

shares held by ATS and exists to distribute proceeds, dividends, and bear the risk of such 

beneficial ownership. See Deed of Formation, infra. As set forth following the Deed of 

Formation, in the Declaration of the Members of the Board of Aruba Dream Private 

Foundation, or “Declaration”, Intertrust (Curaçao) B.V., a legal entity of Curaçao, is the 

sole board member. The Declaration also sets forth respective distributions to be made to 

Messrs. de Swart, Valles, and Fadel. 

Intertrust is Aruba Dream’s sole board member. As Aruba Dream has no shareholders, 

the only considerations that Intertrust must take into account are that (i) it act in good 

faith, and (ii) if and when it makes distributions from Aruba Dream’s assets, such 

distributions must be made only to the named beneficiaries in accordance with the 

Declaration. None of the beneficiaries have any legal recourse or claim on Aruba Dream 

which would allow them to exercise any authority or provide them with any type of 

influence at shareholders’ meetings of Seastar and/or Aruba Airlines. 

Under this structure, Aruban citizens ultimately own and control 79.3% of Aruba Airlines, while 

non-Aruban citizens own and control 20.7%. 









Exhibit AG-2

Department of Civil Aviation Aruba Letter

Exhibit AG-3

Key Personnel
Name Position Business Address Citizenship

Onno J. de Swart Managing Director Cumana 69 Dutch

Oranjestad

Aruba 

Esteban Valles CEO & Accountable Manager Cumana 69 U.S./Venezuela

Oranjestad

Aruba

Hughbert Nicholas Quality Manager Cumana 69 Dutch

Delsol* Oranjestad

Aruba

Raoul André Perret Director of Flight Operations Cumana 69 Dutch

Gentile* Oranjestad

Aruba

Orlando Amaris* Director of Maintenance Cumana 69 Costa Rica

Oranjestad

Aruba

Hubert Zievinger* Director of Ground Operations Cumana 69 Dutch

Oranjestad

Aruba

Zoltan Kipke* Director of Training Cumana 69 Dutch

Oranjestad

Aruba

* new employee since Application

None of the above-named individuals are related by blood or marriage.