### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF HEARINGS

WASHINGTON, D. C. j i'·
.. ·r .- ..



### Friendship Airways, Inc. d/b/a Yellow Air Taxi, and Served September 26,2014 Christopher Behnam, Individually Violations of 14 CFR Part 374 and 49 U.S.C. 

### § 41712 DOT-OST-2013-0066

Enforcement Proceeding

RESPONSE TO ORDERREQUESTING SUPPLEMENTAL PROOF 

### The Office of Aviation Enforcement and Proceedings ("Enforcement Office") hereby files this Response to the Office ofHearings' July 22, 2014, Order Deeming Well-Pleaded Facts Admitted, Reserving Entry of Default Judgment, and Setting Deadline for Filing Supplemental Proof("Order"). On August 8, 2014, the Enforcement Office filed a Notice of Intent to respond to the Order by selecting to present supplemental proofin support of: (1) its allegation that Respondent Mr. Christopher Behnam as the President, CEO, Director of Operations, and sole owner of Respondent Friendship Airways, Inc., d/b/a Yellow Air Taxi ("Friendship"), was a "central figure" in Friendship's activities prior to October 18, 2011, and may be held individually liable for Friendship's violations of 14 CFR 374.3 and 49 U.S.C. § 

### 41712; (2) its request for the proposed civil penalty of$67,500 against Friendship and Mr. 

### Behnam,jointly and severally; and (3) its request for prospective affirmative reliefagainst Mr. 

### Behnam individually. This response follows.

### 2 1. Evidence in Support ofIndividual Liability 

### As the Office ofHearings recognizes, the Department may impose individual liability on individuals who make decisions on behalf of corporate entities, if the individual is a "central figure" whose conduct amounts to an "animating force" that caused the violation(s). Order at 10 (citations omitted). Mr. 

### Benham acted as that central figure and animating force. On February 24, 2010, Mr. 

### Benham filed an application with the Department's Air Carrier Fitness Division, Office of Aviation Analysis, for authority to resume scheduled passenger operations as a commuter air carrier. Attachment A; Application ofFriendship Airways, Inc., Docket DOT-OST-2005-21533- 0013. Mr. 

### Benham filed the application listing himself as President, CEO, and Director of Operations. 1 

### Id. 

### at 3. He is also named as the sole shareholder, owning 100 percent of Friendship stock. Id. 

### at 4. Mr. Benham states that as President and CEO, he "provides the vision" ofthe company, assists and approves policy, selects key personnel, reviews financial and management reports, and "takes whatever action may be deemed appropriate, or direct the CPO and General Manager to act in his behalf on the basis of such information." Id.; 

### Exhibit YAT202, p. 3 of 5. As Director of Operations, Mr. Benham "has complete authority" over flight operations, including interpreting and applying company policy and procedures. 

### Id.; see also Attachment B, FAA Operations Specifications, listing Mr. Benham as Director of Operations under Part 135. Mr. Benham stated that he formed Friendship in 2003 by purchasing another company and its certificate authorities, "and then changed the company's procedures to conform to FAA regulations and to conform to his idea of a consumer-friendly, safe and profitable

1 Mr. Benham's wife, Elizabeth Benham, is listed as General Manager and Company Secretary; Glenn Horton is named as Director of Maintenance; and D. Randy Conley is listed as Chief Pilot (later succeeded by Mr. David Randall). Aside from Mr. Benham, the only other listed Director ofFriendship is Mrs. Benham. Exhibit YAT-204, p.l ofl.

### 3 

### airline." Attachment A; Exhibit YAT-601, p. 1 of2. On June 14, 2010, in a supplemental filing to the application to resume scheduled operations, Mr. 

### Benham explained how he would divide his time as President/CEO/Director of Operations at Friendship and as a senior pilot at United Airlines. Attachment C; Docket DOT-OST-2005-21533-0016. Specifically, he stated that he works a reduced schedule at United, and that he "is in constant communication with the [Friendship] management team, via cell phone and email, when out of town." Id. 

### In a memorandum dated August 13, 2014, Mr. Jerry Proenza, FAA Principal Operation Inspector for Friendship, stated that from 2007 to the date that Friendship surrendered its certificate, "Mr. Benham's responsibilities included day to day hands-on operational control over all aspects of Yellow Air." Attachment D. Friendship's management team consisted ofMr. Benham and his wife, Elizabeth. Acting
on behalfofFriendship, Mrs. Benham appears to have communicated with consumers regarding certain refund requests in this matter. As noted above, Mr. 

### Benham was Friendship's sole owner, President, CEO, and Director ofOperations; Mrs. Benham was the General Manager and Secretary. Mr. Benham provided the vision for the company, had complete control over Friendship's flight operations, and was ultimately responsible for Friendship's business operations as well. His wife, Elizabeth Benham, acted for him when he was not available, and
was the only person who did so in connection with management activities. Finally, even when Mr. Benham was out of town, he "was in constant communication" with Friendship's management team (which again, aside from maintenance operations, consisted of his wife, Elizabeth). The Enforcement Office respectfully submits that the totality ofthe circumstances warrants a finding that Mr. Benham was the central figure behind Friendship, and that his actions4 

### constituted a level of direction and control sufficient to hold him responsible for Friendship's violations of 14 CFRPart 374 and 49 U.S.C. § 41712. 2. Support for Proposed Civil Penalty of$67,500 In the Order, the Office of Hearings found that Friendship committed a total of 54 violations in this matter: 27 violations of 14 CFR Part 374, and 27 violations of 49 U.S.C. § 41712. Order at 13,**~~** 

### 2-3. The Enforcement Office sought a total of $67,500 in civil penalties in this matter. The Office of Hearings invited the Enforcement Office to explain the basis for the total amount ofcivil penalties. (Id. at 14,**~** 

### 7). As the Amended Enforcement Complaint reflects, the Enforcement Office is no longer seeking monetary civil penalties against Mr. 

### Benham individually, in light of the pending bankruptcy proceeding in the Eastern District of California. Thus, any monetary civil penalties imposed in this matter would be imposed against Friendship as a corporate entity. Pursuant to 11 U.S.C. 

### § 362(b)( 4), the Enforcement Office may continue to pursue non-monetary sanctions against Mr. 

### Benham individually, despite the bankruptcy action. See also Mid/antic Nat. Bank
v. New Jersey Dep 't ofEnvtl. Prot., 474 U.S. 494, 504 (1986) (government action to stop violations of safety, environmental protection, consumer protection, and similar laws are not stayed by bankruptcy proceeding). Because Friendship is a small business, the Enforcement Office is entitled to seek up to $2,500 for each violation of 14 CFR Part 374 and 49 U.S.C. § 41712. See 49 U.S.C. § 46301(a)(5)(D). In this case, the Enforcement Office could request significantly more than the amount requested in light ofthe totality ofthe circumstances, including the number and type of violations, the degree of consumer harm, and Friendship's "poor compliance disposition."2

2 Enforcement Office's Notice of Enforcement Proceeding and Proposed Assessment of Civil Penalties, April 3, 2013 (attached to original Enforcement Complaint); see also Fitness Determination of Friendship Airways, Inc.,

### 5 

### However, considering the non-functioning state ofFriendship, the Enforcement Office decided to seek only $67,500, the amount that could be assessed for 27 individual, non-continuing violations of the regulations alone. The Enforcement Office recognizes that the Office of Hearings has the broad authority to issue "such orders as may be appropriate" upon default; this authority includes the authority to allocate civil penalties to the violations that have been found in this case. 14 CFR 302.409. 3. Prospective Affirmative Reliefagainst Mr. Benham In the Order, the Office of Hearings recognized that the Department has the statutory authority to order a corporation or individual to cease and desist from unfair and deceptive practices. Order, p. 12, citing 49 U.S.C. § 46101(a)(4) (upon a finding that a person is violating Part A of Title 49, 49 U.S.C. §§ 40101 et seq., the Department "shall issue an order to compel compliance") and 49 U.S.C. § 41712(a) (authorizing the Department to order air carriers ''to stop" unfair and deceptive practices). The Office of Hearings questioned whether the Department had the authority "to require an individual to engage in future 'probationary' acts (e.g., annually reporting compliance to the Department for a five year period after the issuance of
a cease and desist order."). 

### Id. First, it should be noted that the Enforcement Office has amended its complaint and no longer seeks an order directing Mr. 

### Benham to report annually. 3 

### The Enforcement Office submits, however, that the Department has the authority to order Mr. 

### Benham personally to cease
d/b/a Yellow Air Taxi, Order 2011-10-9 (October 18, 2001), Docket DOT-OST-2005-21533 at 2-4 (explaining that between 2005 and 2011: (1) Friendship was the subject of a $30,000 consent order for conducting scheduled air transportation without economic authority [DOT Order 2005-5-4]; (2) Friendship's commuter operations authority was rescinded by the FAA because its chiefpilot was unqualified to conduct Operating Experience observations of its pilots; (3) Friendship was the subject ofan Enforcement Office investigation for violations ofthe Department's full-fare advertising rule; and (4) Friendship allowed its liability coverage to lapse for nonpayment of premiums, rendering its FAA safety authority and its economic authority invalid [DOT Order 2010-11-14]
. 3 In doing so, the Enforcement Office expresses no opinion on whether the Department may impose that remedy in other cases.

### 6 

### and desist for a period of five years from holding a managerial position with or an ownership stake in any carrier, foreign air carrier, or any other entity directly engaged or seeking to engage in air transportation. Amended Complaint,**~** 

### E. As noted above, such an order would be consistent with 49 U.S.C. § 46101(a)(4). 4 

### An 

### order directing Mr. Benham to cease and desist from engaging in air transportation is designed to compel compliance with 49 U.S.C. § 

### 41712, which appears in Part A ofTitle 49. Moreover, the Department has imposed this type ofrelief many times, including 

### Roni Herskovitz, Individually, and Ultimate Fares, Inc., Consent Order 2009-11-8, p. 8,**~** 

### 8 (November 9, 2009) (signed by Judge Richard C. Goodwin) (directing individual to cease and desist from holding business interest in ticket agents and other entities for 12 months); 

### In the Matter of AscendAviation Group, LLC, et al., Enforcement Proceeding, DOT Docket 2004-17486-47, Order Granting Default Judgment (August 23, 2005) (signed by Judge Goodwin) (ordering individual to "permanently cease and desist from further marketing or other involvement in transportation operations so that he is banned from the aviation industry"); 

### RiteTime Aviation & 

### Travel Services, Inc., and 0. 

### Peter Obafemi, Docket DOT-OST-24628, Consent Order (September 21, 2006) (signed by Judge Isaac D. Benkin) (prohibiting individual from acting as a principal in charter aviation programs for a period of one year); and 

### Robert 0. 

### Nay, et al., Enforcement Proceeding Robert 0. 

### Nay, Emerald Tours, Ltd. (Virginia), World Classics, Ltd. And Emerald Tours, Ltd. (illinois) Enforcement Proceeding, DOT Docket 45663, Initial Decision ofAdministrative Law Judge Ronnie A. 

### Yoder (Nov. 18, 1991), 

### rev'd inpart on other grounds, Order 92-9-48 (Sept. 28, 1992) (ordering company president in his personal capacity to cease and desist from public charters for a period offive years).

4 This section states: "After notice and an opportunity for a hearing and subject to section 40105(b) ofthis title, the Secretary ofTransportation, Under Secretary, or Administrator shall issue an order to compel compliance with this part ifthe Secretary, Under Secretary, or Administrator finds in an investigation under this subsection that a person is violating this part."

### 7 WHEREFORE, the Enforcement Office respectfully requests that the Office ofHearings accept this supplemental proofand issue a defaultjudgment: (1) 

### Finding that Mr. Benham is individually responsible for the corporate acts of Friendship; (2) Imposing a civil penalty in the amount of$67,500 against Friendship; and (3) Ordering Mr. Benham personally to cease and desist for a period of five years from holding a managerial position with or an ownership stake in any carrier, foreign air carrier, or any other entity directly engaged or seeking to engage in air transportation.
Respectfully submitted,

Blane A. 

### Workie Acting Assistant General Counsel for

Aviation Enforcement and Proceedings

Robert M. Gorman Senior Attorney Office ofAviation Enforcement and

Proceedings (202) 366-9350

### SERVICE LIST ORIGINAL & 

### ONE COPY 

### U.S. Department ofTransportation Dockets Operations, M-30 West Building, Ground Floor Room W12-10 1200 New Jersey Avenue, S.E. Washington, DC 20590 ONE COPY 

### The Honorable J

### .E. Sullivan, Administrative Law Judge 

### U.S. Department ofTransportation Office ofHearings, M-20 1200 New Jersey Avenue, S.E. (E11-310) Washington, DC 20590 TEL: 202-366-2132 FAX: 202-366-7536 via: Inter-Departmental Delivery 

### Friendship Airways, Inc. dba Yellow Air Taxi, Respondent 

### 2680 N.E. 24 Street Pompano, FL 33064 4201 Ravenswood Road Ft. Lauderdale, FL 33312. Via: CertifiedMail, Return-ReceiptRequested Email: christopher@flyyellowairtaxi.com, beth@flyyellowairtaxi.com 

### Christopher Behnam, Respondent 

### 2680 N.E. 24 Street Pompano, FL 33064 Via: CertifiedMail, Return-ReceiptRequested Email: christopher@flyyellowairtaxi.com, beth@flyyellowairtaxi.com 

### Christopher Behnam, Respondent 

### 5061 Knightswood Way Granite Bay, CA 95746 Via: CertifiedMail, Return-ReceiptRequested

### Application of: Friendship Airways, Inc. BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. ) ) 

### ) ATTACHMENT A



### For authority to Resume Scheduled ) Passenger Operations as a Commuter Air Carrier ) Pursuant to 49 U.S.C. §41738 ) Docket No. OST-05-21533-
__ _
) )
APPLICATION OF FRIENDSHIP AIRWAYS, INC.


### Communications withrespect to this document should be sent to: Christopher B. Behnam President & 

### CEO Friendship Airways, Inc. d/b/a/Yellow Air Taxi 4201 Ravenswood Road Fort Lauderdale, FL 33312 Telephone: (954) 321-0292 Facsimile: (954) 321-0252 Email: Christopher@flyyellowairtaxi.com

### NOTICE: ANY PERSON WHO WISHES TO SUPPORT OR OPPOSE THIS APPLICATION SHOULD FILE BY APRIL 15,2010AN ANSWER WITH THE DEPARTMENT AND SERVE A COPY ON ALL PERSONS ON THE ATTACHED SERVICE LIST.

APPLICANT REQUESTS THAT THIS APPLICATION BE PROCESSED BY THE NONHEARING PROCEDURES UNDER SUBPART B OF THE DEPARTMENT OF TRANSPORTATION'S RULES OF PRACTICE February 24,2010

### Application of: APPLICATION OF FRIENDSIDP AIRWAYS, INC.



### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.) 

### ) Friendship Airways, Inc. ) 

### For authority to Resume Scheduled ) 

### Passenger Operations as a Commuter Air Carrier ) Pursuant to 49 U.S.C. §41738 ) ) 

### DocketNo. OST-05-21533-

)
APPLICATION OF FRIENDSIDP AIRWAYS, INC. ---



### Friendship Airways, Inc. d/b/a Yellow Air Taxi (hereinafterreferred to as "Yellow Air Taxi" or "Applicant") 1 

### herby reapplies, pursuant to 40 U.S.C. §41738 ofthe Federal Aviation Statues, Subpart B ofthe Procedural Regulations and Section 204.3 ofthe Economic Regulations ofthe Department ofTransportation (the "Department") for issuance ofcommuter air authority to enable Yellow Air Taxi to engage 

### in interstate and foreign scheduled air

1 Friendship Airways, Inc. intends to continue using the d/b/a/ of "Yellow Air Taxi" initiates commuter air carrier operations and, pursuant to this application, and, to the extent necessary, hereby seeks to re-register that trade name pursuant to 14 C.F.R. §215.

### transportation operations utilizing small aircraft under Part 298 ofthe Department's Economic Regulations. Yellow Air Taxi is currently engaged in on-demand passenger operations utilizing small aircraft pursuant to its registration under Part 298 ofthe Department's regulations and Part 135 ofthe Federal Aviation Regulations, and it wishes to resume such scheduled operations as soon
as possible.
In support ofthis application, Yellow Air Taxi respectfully, states as follows: 

### 1. Yellow Air Taxi is n existing FAR 135 charter operator founded in 2003 that has successfully beenproviding on-demand service from points inFlorida principally to points in the Bahamas, and the airline is registered with the Departmentpursuant to 14 C.F.R. §298. See: ExhibitYAT-602. 2. Name, address and telephone number (§204.3(a)): Friendship Airways, Inc., d/b/a/Yellow Air Taxi 4201 Ravenswood road Fort Lauderdale, FL 3 3312 Telephone: (954) 321-0292 Facsimile: (954) 321-0252 3. Form ofOrganization (§204.3(b)): Yellow Air Taxi is a corporation. Copies ofYellow Air Taxi's Articles of Incorporation and Bylaws are contained in Exhibit YAT-102.4. State where incorporated (§204.3(c)): Yellow Air Taxi is organizedunder the laws ofthe State ofFlorida. 5. Certificate ofGood Standing (§204.3(d)): A Certificate ofGood Standing issued on March 31, 2010 bythe Florida Secretary of State confirming that Yellow Air Taxi is in good standing and is authorized and competent to transactbusiness in the State ofFlorida, is set forth in Exhibit YAT-102. 6. Citizenship (§204.3(e)): Yellow Air Taxi is a citizen ofthe United States as defmed in 49 U.S.C. §40102(a)(15). An Affidavit attesting to the U.S. citizenship ofYellow Air Taxi is contained inExhibitYAT -103. 7. Key Personnel (§204.3(f)): At the present time, the management team ofYellow Air Taxi consists ofthe following individuals:

Christopher B. Behnam President, CEO &
Director ofOperations
Elizabeth M.J. Behnam General Manager & Company Secretary Glenn Horton Director ofMaintenance
D. Randy Conley ChiefPilot Citizenship 

# u.s.

u.s.

u.s.
U.S.

### 8. Persons having a substantial interest in Applicant (§204.3(g)): Mr. Christopher Behnam currently owns 100 percent ofthe issued and outstanding voting stock ofYellow Air Taxi. No other person or organization holds a "substantial interest" in Yellow Air Tax within the meaning ofSection 204.2(m) ofthe Economic Regulation. 9. Subsidiaries (§204.3(h)): Applicant was formed to operate as an FAR 135/ Part 298 on-demand air taxi and has
no subsidiaries. Applicant's sole shareholder, Christopher B. Behnam, is also the sole shareholder in Friendship Airways Leasing, Inc. ("Leasing") which was formed to support Applicant in its Part 135 operations byproviding aircraft leasing services. See: Exhibit YAT-206. 10. Other Relationships (§204.3(i)): Except for its ownership ofFriendship Airways Leasing, Inc., Yellow Air Taxi holds
no shares ofstock in, nor does it control any air carrier, foreign air carrier, common carrier, orperson substantially engaged in the business ofaeronautics. See: Exhibit YAT-207. 11. Financial Statements (§204.30)): Yellow Air Taxi is a privately-owned corporation. Forthis reason, Yellow Air Taxi is not required to file Form 10-K Reports with the Securities and Exchange Commission. See: Exhibit YAT-301. Yellow Air Taxi's current Balance Sheet as of April1, 2010 is set forth in Exhibit YAT-302, infra. A Profit and Loss statement for Yellow Air Taxi for the 12-month period ended December 31, 2009 is set forth in Exhibit YAT-302.

### 12. Pending actions and outstandingjudgments (§204.3(1) & 

### (m)):
a. There are no pending actions or outstandingjudgments involving an amount in excess of$5,000 against YellowAir Taxi or any relevant corporations, or any person having
a substantial interest in Yellow Air Taxi or any relevant corporations. See: Exhibit YAT- 303. b. The total number and aggregate amount ofall pending actions or outstanding judgments ofless the $5,000 against Yellow Air Taxi, any other relevant corporation,
or any key personnel orpersons holding substantial interest in such corporations is
zero. 13. Current aircraft fleet and acquisition plans (§204.3(n)):
a. Current aircraft fleet Yellow Air Taxi currently operates four (4) Cessna 402C aircraft configuredto carry nine (9) passengers and an additional Cessna 402B aircraft is in the process ofbeing added to the fleet (Exhibit YAT-401). An affidavit verifying that the Cessna 402C aircraft currently operated by Yellow Air Taxi has been certified by the Federal Aviation Administration as airworthy and in compliance with all FAA safety andnoise emission standards is contained in Exhibit YAT -403. b. Planned aircraft acquisitions
At the present time, Yellow Air Taxi does notplan to acquire any additional aircraft to its existing air taxi operations orprior to commencing scheduled service operations.
14. Pending investigations, Enforcement Actions, and Formal Complaints (§204.3(o)):There are no pending investigations, enforcement actions, or formal complaints filed by the DOT or FAA involving Yellow Air Taxi or any relevant corporation, any personnel employedby YellowAir Taxi, or any relevant corporation orperson having a substantial interest in any relevant corporation regarding compliance with the Act, orders, rules, regulations orrequirements issued pursuant to the Act. See: Exhibit YAT-501. 15. Unfair Deceptive orAnticompetitive Practices; Antitrust, Fraud and Felony Charge (10 years) (§204.3(p)): Neither Yellow Air Taxi, any relevant corporation, any person employedby Yellow Air Taxi, any person having a substantial interest in Yellow Air Taxi, nor any relevant corporation has been charged with anyunfair or deceptive or anticompetitive business practices, or offraud, felony or antitrust violations during the past 10 years. See: Exhibit YAT-502. 16. Aircraft Accidents and Incidents (§204.3(q)): Neither Yellow Air Taxi, any relevant corporation, any person employed by Yellow Air Taxi, any person having a substantial interest in YellowAir Taxi nor any relevant corporation has been involved in any aircraft accident or incident thathas occurred during the past year or at any time in the past which remains under investigation by the FAA, NTSB, or Yellow Air Taxi itself. See: Exhibit YAT-503. 17. Narrative History ofApplicant (§204.3(r): See: Exhibit YAT-601.18. Federal, State and Foreign Authority held, and FAA Jurisdiction (§204.3(s)): YellowAir Taxi is registered with the Department as a Part 298 on-demand Air Taxi (see: Exhibit YAT-602). The Federal Aviation Administration office that has primaryjurisdiction over Yell ow Air Taxi's operations is: Flight Standards District Office #17 Federal Aviation Administration 2895 SW 145th Avenue Suite #120 Miramar, FL 33027 Yellow Air Taxi's FAA POI is Jerry Proenza: (954)635-1317. 19. Proposed Service Plan and Forecasts (§204.3(t): Yellow Air Taxi has successfully operated as a Part 298 on-demand air taxi since 2003. Due to the operational limitations ofoperating as an air taxi, Yellow Air Taxi has decided to return to commuter authority to give itmaximum operational flexibility although the nature ofYellow Air Taxi's operations will not actually change as far as geographical scope ofoperations, level ofoperations as far as hoursper-month flown, number ofemployees, etc. See: Exhibit YAT-601. 20. Waiver ofWarsaw Liability and Defenses (§204.3(u): A signed counterpart ofCAB Agreement 18900 (OST Form4523) executed by

### Mr. Christopher B. Behnam, President and ChiefExecutive Officer ofYellow Air Taxi, is set forth in Exhibit YAT -701.21. Officer's Certification (§204.3(v): A certification inthe form set forth in Section 204.3(v) ofthe Economic Regulations executed byM. Behnam, President and ChiefExecutive Officer ofYellow Air Taxi, is set forth in Exhibit YAT-702.



### CONCLUSION
Yell ow Air Taxi respectfully submits that the foregoing information and attached exhibits constitute a complete and detailed response to all ofthe evidentiary requirements ofSection 204.3 ofthe Economic Regulations, and fully demonstrated that Yellow Air Taxi is fit for authorization to engage in scheduled air transportation operations as proposed in this application. WHEREFORE, Friendship Airways, Inc., d/b/a Yellow Air Taxi respectfully requests the Departmentto issue and Order authorizing it to provide scheduled interstate and foreign air transportation ofpersons, property, and mail, as a commuter air carrier, as described herein. Applicant further respectfully requests such authority be granted in time to enable Yellow Air Taxi to commence scheduled operations as soon as possible.

### February 24,2010 Respectfully Submitted, Christopher B. Behnam Friendship Airways, Inc., d/b/a/Yellow 

### Air Taxi 4201 Ravenswood road Fort Lauderdale, FL 33312 Telephone: (954) 321-0292 Facsimile: (954) 321-0252CERTIFICATE OF SERVICE
I hereby certify on the 12 day ofApril2010 a copy ofthe foregoing application of Friendship Airways, Inc. was servedby first class mail, postage prepaid, on the party named below:

Mr. Jerry Proenza Flight Standards District Office #17
Federal Aviation Administration 2895 SW 145th Avenue
Suite #120 Miramar, FL 33027

Elizabeth BehnamTABLE OF CONTENTS EXHIBIT 

### A 100 SERIES YAT-101 YAT-102 YAT-103 200 SERIES YAT-201 YAT-202 YAT-203 YAT-204 YAT-205 YAT-206 YAT-207 300 SERIES YAT-301 YAT-302 YAT-303 YAT-304 400 SERIES YAT-401 YAT-402 YAT-403 500 SERIES YAT-501 YAT-502 YAT-503 600 SERIES YAT-601 YAT-602 DESCRIPTION Cross Reference to DOT Regulations IDENTIFICATION OF APPLICANT Description ofApplicant Certificate ofGood Standing (FL) Affidavit ofCitizenship ofApplicant KEY PERSONNEL/ OFFICERS, DIRECTORS, MEMBERS List ofKey Personnel and Resumes Organizational Chart & Description ofJob Functions Affidavits ofCitizenship ofKey Personnel List ofOfficers and Directors ofApplicant and List ofPersons Holding a Substantial Interest in Applicant Key Personnel Questionnaires Applicant's Subsidiaries Interests in Other Air Carriers/ Persons Engaged inAeronautics FINANCIAL INFORMATION 1

OK/ 1 OQ Reports Balance Sheet and Income Statement Outstanding Judgments Exceeding $5,000 Outstanding Judgments Less than $5,000 AIRCRAFT INFORMATION Description ofApplicant's Fleet Description ofPlans for Additional Aircraft Affidavit ofSafety Compliance ACCIDENTS, INVESTIGATIONS, ETC. Statement Regarding Status ofAll Pending Investigations, Etc. Statement Regarding Charges ofUnfair Business Practices, Etc. Aircraft Incidents/ Accidents PROPOSED SERVICE Narrative History ofApplicant Current AuthorityYAT-603 YAT-604 YAT-605 700 SERIES YAT-701 YAT-702 Description ofProposed New Service Pre-Operating Projections & Forecast Balance Sheet/ Income Statement Funding to Meet Financial Fitness Test MISCELLANEOUS Signed Counterpart ofAgreement 18900 (OST Form4523) Signed CertificationAPPLICATION OF YELLOW AIR TAXI Exhibit A 

### Page 1 ofl



### REGULATION §204.3(a) §204.3(b) §204.3(c) §204.3(d) §204.3(e) §204.3(f) §204.3(g) §204.3(h) §204.3(i) §204.30) §204.3(k) §204.3(1) §204.3(m) §204.3(n) §204.3(o) §204.3(p) §204.3(q) §204.3(r) §204.3(s) §204.3(t) §204.3(u) §204.3(v) Cross Referenced Index to DOT Regulations SUMMARY EXHIBITS Name, address, telephone/ fax numbers YAT-101 Form oforganization YAT-101 State oflncorporation Y AT-101 Certificate ofGood Standing Y AT-102 Affidavit ofCitizenship YAT-103 Key Personnel, Citizenship, Responsibilities, Experience, Percentage ofOwnership, Officers and Directors YAT-201 Persons having a substantial interest YAT-204 List ofapplicant's subsidiaries Y AT-206 Interest in other air carriers, persons engaged inbusiness ofaeronautics YAT-207 10K/10Q Reports YAT-302 Balance Sheet and Income Statement YAT-303 List ofalljudgments exceeding $5,000 YAT-304 List ofalljudgments less than $5,000 YAT-305 Information regarding applicant's fleet YAT-401-403 Status ofpending investigations YAT-501 Description ofDeceptive/ Unfair Business Practices Description ofaircraft accidents/ incidents Narrative History ofApplicant Federal, State, and Foreign Authority Service Proposal including forecast balance YAT-502 YAT-503 YAT-601 YAT-602 sheet and income statement YAT-603-605 Agreement 18900 (OST Form 4523) YAT-701 Certification/ Verification YAT-702APPLICATION OF YELLOW AIR TAXI


### General Information Exhibit YAT-101 

### Page 1oft

A. 

### Friendship Airways, Inc., d/b/a/Yellow Air Taxi ("Yellow Air Taxi") is the Applicant in this docket. The address, telephone and fax numbers of its principal place ofbusiness are: Friendship Airways, Inc., d/b/a/Yellow Air Taxi 4201 Ravenswood Road Fort Lauderdale, FL 33312 (954) 321-0292 (voice) (954) 321-0252 (fax) B. Applicant is a corporation organized under the laws ofthe state ofFlorida. See: Exhibit YAT-102. C. Shareholder: Yellow Air 

### Taxi's sole shareholder is Christopher Behnam. D. Yellow Air Taxi is a citizen ofthe United States as defmedby 49 U.S.C. §40102(a)(15). An 

### affidavit evidencing this ownership is attached hereto as Exhibit YAT-103. There are no officers, directors, members, or persons who have the power to control the applicants who are not citizens ofthe United States.APPLICATION OF YELLOW AIR TAXI
Certificate ofGood Standing Exhibit YAT-102 

### Page 1 of4

Attachedplease fmd a Certificate ofGood Standing issues to Yellow Air Taxi from the State ofFlorida and the company's Articles ofIncorporation.

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 

### Page 2 of4 

# State of Florida Departmentof State

I certify from the records ofthis office that FRIENDSHIP AIRWAYS, INC. is a corporation organized under the laws of the State ofFlorida, f:ded onFebruary 20, 2003. The, document nwnber ofthis corporation is P03000020849. I further certify that said corporation has paid all fees due this office · through December 31, 2010, that its most :recent annual report was filed onMarch 31, 2010, and its status is active. I further certify that said corporation has not filed Articles of Dissolution.

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### FLORIDAPROFIT CO.RPORA'ITON ORP
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### .j.J. 2rlll-.'20(Jl

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-102 Page 4 of4

FAX AUDIT"#

# lj,0] 

### CX"MS'&

### !3

### 03.,3 ARTICLES OFINCORPORATION Tn compliance with Chapter 607, F.s. ARTICLEI NAME 608

Thens.me o:flhe**c~tion** slmllbe: Friendsbip Airw•p.IDcARTICLE II l'RINCll'ALOFFICE Theprincripalplace ofbusiness and mailingaddress ofthis corporation shaTI be: 2680NE24rh Street. Pompano Beach, Florida 33064. ARTICI.l!.

### m PU':QPOSE. Thepi.I<J)Ose fur whieh the corporation is OJganizedis: All-line .4llTICLEIV SEIARES N54 P OOZ/0(12 F-268

Thenumberofshares ofstackthatthis corpol'aticnis**autbo~**to ba.ve**O!l~dini**atany one time is 2.000. Thepar value ofeachsha:re ofstockis $0.01. ARTICLE V OFFICERSJDIREcrORS Theinitial director ofthecorporation is: ChristopherBehnam, 2680 NE 24th Street,Pompano Beach, Florida 33064 ARTICLE VI REGISTElmDAGENt' The name and Flori& Street address oftheregistered agem is:**Busines~**Filings !ncotpotated, 1000 WestAvenue, Suire 1114, Miami Beac:h, Florida 33139. Locarec!

## m tbe CountyofMiami-Dade. ARTICLE Vll INCORPORATOR Thename and meet**ad~** otthemcorporatilt' to these Articles ofIncotpOmion isBusiness Filings hlcorporated, MarkSchiff A

VP. 8025 ExcelsiorDr., Sl.lire 20(), Madi.oon, Wl53717. 

###  ••
..** ········**·~·····•**••••••••*•********** 

# I"""'""""""'""'

# •w; T...,. """"<="'""'m""'-· Signature: Date 2120/03 ted

-Date W.0/03
'The document was prcya.-redby: BusinessFilings: mcorporatell, Mark Schiff, &02.5 ExcelsiorDr, Suite 200, Madi$on, WI53717. 608-827-5300 FAX AUDIT@

## 3 OOCO£/£**a~.,)**APPLICATION OF YELLOW AIR TAXI

Affidavit ofCitizenship sTATE oF

# ---+E_i_~_r_£_·**d_~** 

# __ _

ChristopherB. Behnam, being first duly sworn, deposes and says: Exhibit YAT -103 

### Page 1 ofl



### 1. That heis duly elected, qualified, and serving as President & CEO ofYellow AirTaxi and that he is authorized to and does make this affidavit for it. 2. That Yellow Air Taxi is a citizen ofthe United States within the meaning of 

### 49 U.S.C. §40102(a (1

.

Signature
Subscribed and sworn to beforeme this 

# c?-5 day of

# Harch ,2010.

Signature ofNotary Pubic My commission expires:

## ~I**~** J

## 13APPLICATION OF YELLOW AIR TAXI Key Personnel Exhibit YAT-201 

### Page 1 of9
Applicant identifies the following individuals who it deems to be key management personnel for the purpose ofits proposed operations: NAME TITLE ADDRESS CITIZENSHIP OWENERSHIP Christopher B. Behnam1 President, CEO & 4201 Ravenswood Road 

### u.s. 100% Director ofOperations FortLauderdale, FL 33312 Elizabeth M.J. Behnam1 General Manager & 4201 Ravenswood Road 

### u.s. none Company Secretary FortLauderdale, FL 33312 D. Randy Conley ChiefPilot 4201 Ravenswood Road 

### u.s. none Fort Lauderdale, FL 33312 Glenn Horton Director ofMaintenance 4201 Ravenswood Road 

### u.s. none FortLauderdale, FL 33312
An organizational chart showing positions and operating divisions within the organization that depicts which positions and functions reports to whom is included at Exhibit YAT -202. Resumes and affidavits ofcitizenship for these key management personnel are attached atExhibit YAT-202. None ofthese key management personnel has any stock, control or other interest in any other carrier, foreign air carrier, common carrier or anyperson substantially engaged in the business ofaeronautics. Except as stated, none ofthese key managementpersonnel is relatedbyblood ormarriage.

1 Christopher and BethBehnam are married.APPLICATION OF YELLOWAIR TAXI 

## Christopher Behnam President and CEO 

### Experience: United Airlines Exhibit YAT-201 Page 2 of9

Line CheckAirman, 1999-Present. FAA approved liaisonbetween UAL Management and Pilots. Responsible for instructing, mentoring and testing new captains as well as copilots on the actual daily procedures ofdomestic and international (South American and Atlantic operations) passenger flights. Emphasis on problem solving, public relations, emergency procedures, and leadership through teamwork. Captain, 1995-Present. Responsible for ensuring the safety ofcrew and passengers, through coordination ofefforts ofground, in-flight, headquarters, and air traffic personnel. Emphasis on crew management about multiple levels for a successful completion ofall daily missions. Flight Officer, 1987-1995. Advanced from entry level position to Pilot in command of B747-400 for transcontinental domestic transpacific flights to Asia and Australia. Responsible for systems and fuel management, communications, international public relations, and crew resource management. 

### West Air Airlines (United Express

- California) Captain/Line Check Airman, 1983-1987. Assisted with the development ofroute structure and aircraft fleet planning ofstart-up California regional airline. Analyzedroute structure andmade recommendations for new routes and new stations. Advised on shorts 360 program. Airline grew from seven 402Cs and two Twin Otters to thirty-six Turbo Props and six Jets within three years. Responsible for instructing and evaluating new captains as well as co-pilots on daily procedures.
Aviation Training INC/Sierra Academy ofAeronautics Flight Instructor, 1979-1983. Instructed flight students on theoretical andpractical applications ofaviation. Emphasis on communication skills, mentoring, task analysis, and career preparation.APPLICATION OF YELLOW AIR TAXI



### The Behnam Group Exhibit YAT-201 Page 3 of9

President, 1999-Present. Purchased and renovated residential investment properties inLighthouse Point, Florida. Mentored other investors in market insights, renovation processes, andproperty management. 

### Education: Sierra Academy ofAeronautics, 1982, Airman Certificates Private Pilot through Airline Transport Pilot Licenses. Emphasis on major airline operations and management Newbury College offurther Educations, 1979, Bachelor ofScience

### APPLICATION OF YELLOW AIR TAXI 

## Elizabeth Behnam General Manager 

### Experience: Yellow Air Taxi Exhibit YAT-201 Page 4 of9

General Manager, 2003-Present. Created and implanted customer service standards and procedures for start-up international charter airline. Reduced flight turnaround time by 50%. Responsible for hiring and training ofreservations and customer service staff. Manage staffof25 employees, resource management and flight coordination. Created fare pricing structure in coordinationwith market and flight analysis. Monitor sales reports, create sales guidelines and incentives. Wrote informational web pages, introducing passengers to company policy and history. Proofread all outbound company correspondence and Yellow Air Taxi marketing materials. 

### Nordstrom Sales Associate, 1990-1991. Successful in a highly competitive retail environment. Consistently exceeded sales goal. Created monthly employee schedule and designed merchandise displays as well. 

### Rosicrucian Egyptian Museum Assistant Curator/Consultant/Historian, 1984-1990. Assisted the curatorial staffintransferring the archives and artifacts to new storage facilities. Suggested artifact placement alternatives inthe new system. Assisted curator with the care ofartifacts, display design, special events, supervision ofmuseum staffand correspondence. Wrote Articles on museum artifacts. Organized and maintained museum collection documentation; computerized inventory registration. Reduced number ofartifacts with unknown sources from 40% to 7% 

### West Air/United Express Airlines Customer Service Coordinator/Customer Service Rep, 1985-1988. Coordinated information between dispatch, maintenance, and station operations for a commuter airline with 400 daily flights. Proposed solutions for customer service challenges. Processed andboardedpassengers in high-volume commuter flight schedule with 8-, 19-, and 36- passenger aircraft. 

### Education: University ofCalifornia, 1986, M.A. Colgate University, 1985, B.A. with honorsAPPLICATION OF YELLOW AIR TAXI 

## D. Randy Conley ChiefPilot 

### Experience: Yellow Air Taxi Exhibit YAT-201 

### Page 5 of9

Captain, April2009-Present. Ground and Flight Instructor, September 2009-present. Perform all C-402C Pilot-in-Commandresponsibilities for an FAR 135 on-demand airline. Ensure that flight operates in conformity with the FARs and is consistentwith company policies. Provide new hire andrecurrent training compliantwithFAA approved company procedures and flight operations. 

### Avantair 727-539-0071 Tom Christiano (ChiefPilot) Captain, April2005-May 2006. Performed all Piaggio P180 Pilot-in-Commandresponsibilities for an FAR 135 on-demand charter airline. Ensured that flight operated in conformity with the FARs andwas consistent with companypolicies. Charterroutes included uncontrolled airports and major international airports throughout the United States, Canada, Mexico, and the Caribbean. 

### Mountain Air Cargo 828-464-8741 Paul Simpson (ChiefPilot) Captain, April2000-December 2004. Performed all F27 Pilot-in-Command responsibilities ofan FAR 121 scheduled all cargo airline. Ensured that flight operated in conformity with the FARs and was consistent with companypolicies. Flew South American proving runs in accordance with company procedures. Routes included domestic, Caribbean, and South American airports. 

### Bank One Corporate Captain, 1998-2000. Performed all Be350 Pilot-in-Command duties for an FARPart 91 corporate service. Ensured that flight operated in conformity with the FARs and was consistent with companypolicies for corporate executives. 

### Hunt Corporation Corporate Captain, 1998-2000. Performed all LR25 Pilot-in-Command duties for an FARPart 91 corporate service. Ensured that flight operated in conformity with the FARs andwas consistent with companypolicies for corporate executives. 

### American Eagle First Officer, 1994-95. Performed all Saab 240 First Officer responsibilities ofan FAR 121 scheduled airline. Ensuredthat flights operated in conformity with the FARs and was consistent with company policies. Routes included domestic flying out ofvarious US bases, and included domestic and Bahamian flights.

### APPLICATION OF YELLOW AIR TAXI


### Education: Exhibit YAT-201 Page 6 of9 

### Spartan School ofAeronautics, 1985. Associate Degree in Avionics/ Instnunentation Technician. Deans List, Hoosier Scholar. Additional Experience in Avionics/ Instrumentation Technician Repair Station Management.APPLICATION OF YELLOW AIR TAXI


## Glenn A. Horton Director ofMaintenance Exhibit YAT-201 

### Page 7 of9



### Education: Associate Degree in Aviation Maintenance Management, Broward Community College Familiarization Courses for: • B727, B737-200, 737-300, 737-800, 757-200, 757-300, 767-200, 767-300, L1011-100 (250), L1011-500, DC-9, MD-82 (88) and some experience on A-320 • Run I Taxi checked and check ride instructor on all aircraft above excluding Airbus • RII Complete aircraft 727, 737-800, 757-200, 757-300, L1011 (Inspection Authority) • RVSM for aircraft listed above 

### Experience: Yellow Air Taxi Director ofMaintenance, 2008-Present. Perform all DOM responsibilities ofan FAR 135 scheduled service airline which include but are not restricted to writing the Approved Aircraft Inspection Program (AAIP), Write and update other company manuals such as the GOM and the MEL. Perform all staffing responsibilities and all inquiries with the FAA PMI and PAI. 

### Volvo Penta ofthe Americas Senior Service Specialist, South East United States, 2006-08. Provide technical assistance on marine gas and diesel engines. Also provide classroom training at technical schools andtrade colleges. 

### Vermeer Southeast Sales & 

### Service Service Manager, Clearwater, Florida, 2005-06. Managed technicians in shop and road service call environment. Met with customers to discuss problems they are having and what to do to ensure good preventive maintenance. Perform customer invoicing and call backs to ensure quality service 

### ATA Airlines Manager Aircraft Maintenance, South Florida I Caribbean, 1999-2005. Managed Line Maintenance station staffand budgets in Ft. Lauderdale, FL, San Juan, PR, Honolulu, Maui, and Kauai, HI. Responsible for aircraft in FLL, Miami, Ft. Meyers in South Florida and San Juan, St.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-201 

### Page 8 of9 Thomas, Grand Cayman, and Aruba in the Caribbean. Managed up to $1 Million budget at each station, and performed all hiring of personnel at each station. Initiated Emergency On Call maintenance (EOM) contracts in Sru for Continental, Jet Blue, United, Pan AM and Delta. This accounted for approximately $150,000 income annually. Technical Representative, 1995-9. Traveled with or ahead ofcompany aircraft to set contract

o maintenance around the world for Charter and Military flights 

### Delta Airlines Line Maintenance Mechanic and Lead Mechanic, 1987-95. Managed Line Maintenance station staff and budgets in Ft. Lauderdale, FL, San Juan, PR, Honolulu, Maui, and Kauai, HI. Performed all aspects ofLine Maintenance on all company aircraft. While working as an Acting Lead Mechanic assigned, supervised and inspected line mechanics work and performance. Instructed and performed check rides for maintenance personnel on several different aircraft. Performed Avionics work including CAT II and CAT III autoland maintenance 

### United States Army Attack Helicopter Repairman (AH-1S Cobra Crew Chief), 1984-87. Performed all daily crew chieftasks on helicopter including time-controlled checks, replacement ofengines, rotor blades and all othermajor components. Received numerous awards and certifications for having helicopter 100% ready mission capable during exercises.APPLICATION OF YELLOW AIR TAXI 

## Alan N. Razla Financial Advisor 

### Experience: Alan N. Razla, P A Exhibit YAT-201 

### Page 9 of9

CPA, 1992-Present. Private practice servicing companies from such industries as real estate, manufacturing, retail, service companies, transportation companies, and non-profit organizations. Services include tax preparation, tax consultation, accounting, and bookkeeping. Provide clients support with capital funding and fmancing options. 

### Kemper Insurance Agent, 1991-1998. Managed the tax department offive companies operating in 50 states with sales over $2 billion. 

### Arthur Anderson & 

### Company CPA 1988-1991. Servicing companies in various industries. Provided tax preparation and tax consultation services.


### Education: Pace University, 1988. Bachelor ofbusiness AdministrationAPPLICATION OF YELLOW AIR TAXI Organizational Chart Exhibit YAT-202 

### Page 1 ofS

An organization chart showing positions within the organization andwhich positions and functions report to who is included in this Exhibit YAT-202.

### APPLICATION OF YELLOWAIR TAXI**~hi~lfPilot, .p;~litldy**  

### Conley**Instruq~or** 

### ::**Pitb~s**



### Line 

### Pilots**~ainte~anc~** 

### Coot:dinator Exhibit YAT-202 Page 2 of5

Personnel

### APPLICATION OF YELLOW AIR TAXI
A. President and ChiefExecutive Officer Exhibit YAT-202 Page 3 ofS
The President and CEO provides the vision ofthe company. He may assist and will approve new company policy and select key personnel. He will review fmancial and other management reports submitted to him, by the CFO and General Manager, and take whatever action may be deemed appropriate, or direct the CFO and General Manager to act in his behalfon the basis ofsuch information. 

### B. General Manager The General Manager reports to the President and is responsible for the day to day management ofthe company and the coordination ofall departments. She is responsible for ensuring that all personnel and departments are performing as expected, and for reviewing operations and progress on a regular basis to implement improvements. 

### C. Director ofOperations The Director ofOperations has complete authority and responsibility for the safe conduct and compliance to the FAA regulations ofall flight personnel and for flight operations which shall include: 1. Monitor all flights and operations in accordance with current FARs and Friendship Airways, Inc. operations manual requirements. 2. Interpret and apply company policy and procedures. 3. Certify and maintain, as required, all flight department personnel training and qualification records; schedule additional training when required. 4. Develop new and improved flight operation policies, practices and procedures. 5. Close coordination with the Director ofMaintenance to ensure that aircraft deficiencies are expeditiously reported to maintenance and recorded properly on the aircraft log sheets. 6. Supervise the training and development ofassigned flight department personnel, to the degree that they meet FAA and company standards of competency. 7. Work in coordination with the ChiefPilot, the procurement ofFlight department personnel and make recommendations on the final decision on new hires. 8. Working and coordinating with FAArepresentatives, concerning the requirements for flight operations, promoting a high degree ofaviation safety.APPLICATION OF YELLOW AIR TAXI
D. Director ofMaintenance Exhibit YAT-202 Page 4 of5



### The Director ofMaintenance has full authority and responsibility for seeing that the company-operated aircraft maintenance support program is maintaining the aircraft in an airworthy condition at all times, to include: 1. Assurance that each aircraft is airworthy before being released to service. 2. Coordination with other functions ofthe department for scheduling of aircraft for required maintenance. 3. Assurance that competent, qualified personnel and adequate facilities are utilized for all maintenance on Company Aircraft. 4. Acceptance or rejection ofall work done on Company Aircraft. 5. Assuring currency and correctness ofall required aircraft, engine, propeller, accessory and componentpart logs and records. 6. Compliance with all current FARs as regards maintenance, airworthiness directives, service bulletins, service instructions, etc. 7. Liaisonbetween the Company and the FAA regarding all maintenance actions and requirements. 8. Monitor the re-weigh, transponder, and static check date due from the basic aircraft records. 9. Coordinate closely with the ChiefPilot and Director ofOperations the condition ofall aircraft operating with open deferred items, monitor very closely the limitations section. 10. Monitor the aircraft technical library and training manuals. 11. File all Mechanical Reliability Reports and Mechanical Interruption Reports with the FAA. E. ChiefPilot 

### The ChiefPilot has the authority and responsibility for crew assignments, and operational control as follows: 1. Assist in maintaining the training program for Flight Department personnel that complies with FAAregulations and Manual Requirements. 2. In coordination with the Director ofOperations, establish criteria for the procurement and evaluation ofpilotpersonnel. 3. Direct to the pilots, manual revisions which are regulatory and Company policies and procedures which are non-regulatory.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-202 

### Page 5 of5 

### 4. Dispatch and monitor aircraft/ crew assignments in coordination with ramp supervision. 5. Friendship Airways, Inc. shall maintain current VFRIIFR navigation chart revisions in a current status. 6. Interpret and apply Company policy and manual procedures regarding flight operations and flight personnel. 7. Control and supervise pilot assignments and schedules. 8. Monitor, on a daily basis, duty time status ofall pilots. 9. Maintain Load Manifest current and for the previous 30 days of activity. 10. Ensure that pilots are adhering to the flight case requirements. 11. Schedule flight activities to operate within duty time requirements, and comply with FAR and Manual Requirements. 12. Ascertain, in coordination with an appointed Company representative, that pilots are adhering to the regulatory manual operations requirements.

### APPLICATION OF YELLOW AIRTAXI

Affidavit ofCitizenship STATE OF

# _..~-F_/e_e_,r_, 

# '_d_A..
__ COUNTYOF

__

# ~T-3=-r-~_vv __

# ~_r~j=·----- Christopher B. 

### Behnam, being first duly sworn, deposes and says: Thatheis a citizen ofthe United States ofAmerica.

Signature 

### Exhibit YAT-203 Page 1 ofS

Subscribed and sworn to before me

## this~ day of 

# Harch, 2010.

Signature ofNotary Pubic My commission expires:

## f)...~~

# j13

### APPLICATION OF YELLOW AIRTAXI

Affidavit ofCitizenship 

### STATEOF___;,.A_·

# -~-01-_· 

# _f_/J_4

__ _ COUNTY OF

## _....,/3::..:--~---"---(J____;_;M£}"----~-
Glenn Horton, being first du1y sworn, deposes and says: Thathe is a citizen ofthe United States of

### America



### 7 Signature 

### Exhibit

### YAT-203 Page 2 of5

Subscribed and sworn to beforemethis 

# lL day 

## of.(11'j?C#, 2010.

My commission expires:

### APPLICATION OF YELLOWAIR TAXI

APPLICA noN OF YELLOW AIR TAXI

Affidavit ofCitizenship STATE 

### OF
__

### _;_~-~_UL_I_/.(/:....__'A- __ COUNTY OF
_____

### ~~~---~--~~~-=-
D. Randy CoDley, being 

### first duly sworn, deposes and says: That he is a citizen ofthe United States ofAmerica.



### Signature Exhibit YAT-203 Page 3 of5

/ Subscribed and sworn to before me this 

## t...-, day of

### 1"'14£e.t 1-, 

### 2010.



### Signature o otary Pubic My commission expires:

### APPLICATION OF YELLOW AIRTAXI

Affidavit ofCitizenship 

## STATEOF
___**~** 

## __ h_oe
__**~** 

## __



# A

______ COUNTYOF
___

### ~ ___ CJ

__

### 4_~~----

Elizabeth M.J. Behnam, being first duly sworn, deposes and says:

### ~e That.ae is a citizen ofthe United States ofAmerica. 

### Exhibit YAT-203 

### Page 4 of5

Subscribed and sworn to before me this

# _1_ day of 

## A/!! 1 '- , 

### 2010.



### My commission expires:

MUI.JOIIIIMAILII • ...,Nile......offiDdda 

# .,Ocilla--- 5, 1814

Cllllllnlon • DO 150222

### APPLICATION OF YELLOW AIRTAXI

PAGE INTENTIONALLY LEFT BLANK 

### Exhibit 

### YAT-203 Page 5 of5APPLICATION OF YELLOW AIR TAXI



### I. Shareholder Interest Exhibit YAT-204 

### Page 1oft

YellowAir Taxi has one shareholder, Christopher B. Behnam, who holds 100% of the stock.
II. Officers & 

### Directors The Directors ofYellowAir Taxi are: Name Address Citizenship Christopher B. Behnam 4201 Ravenswood Road U.S.
Elizabeth Behnam Fort Lauderdale, FL 33312 4201 Ravenswood Road Fort Lauderdale, FL 33312 

## u.s.APPLICATION OF YELLOW AIR TAXI


### Yellow Air Taxi DOT application Questionnaire Exhibit YAT-205 

### Page 1 of12

NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi's DOT Application for Certificate Authority. All questions should be answered fully and completely. Where more detailed responses are required or requested, please use the attached "Detailed Responses" sheet. 

### 1. Please state your name and residence address: Christopher B. 

### Behnam 

### 4201 Ravenswood Road FortLauderdale, FL 

### 33312 2. Title ofPosition with Company: President, CEO & 

### Director ofOperations 

### 3. Number ofshares ofCompany stock owned, orto be acquired, ifany: 

### 100% 4. Current Position, Business Address, and Telephone: (Complete only ifyou are not currently employedby the Company. Otherwise indicate "N/A.") N/A 

### 5. Are you a citizen ofthe United States? Yes X

_ ___;=..'"----- 

### No

--- 

### (Ifyou are not a U.S. Citizen, please indicate nationality and current immigration status on the attached "Detailed Responses.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 

### Page 2 of12 6. Are you currently an officer, director or major shareholder (5 percent or more ofthe total stock), or do you have any other significant interest in any other air carrier, foreign air carrier, common carrier, person substantially engaged inthe business of aeronautics, orperson whose principle business is the ownership or control ofany such transportation or aeronautic activity? Yes
__ _ 

### No X (If "yes,"please provide information regarding all such positions and any other relevant information onthe attached "Detailed Response.") 7. Have you inthe pastheld any position with any U.S. or foreign air carrier, or other aviation-related business? Yes X 

### No

--- (See: Resume)
8. Are you, or any other company in which you have a substantial interest (defined below), the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes

. 

## __ _ No X (If"yes," please provide date and amount ofeach claim orjudgment, andthe name of each claimant orjudgment creditor on the attached "DetailedResponse.") 9. Are you or any company in which you have substantial interest the subject ofany pending legal action, or outstandingjudgmentinvolving a claim ofless than $5,000? Yes 

### No X

--- (If''yes," please supply the total number and aggregate amount ofall claims and/or judgments outstanding against you onthe attached "DetailedResponse.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 

### Page 3 of12 10. Are you, or any company in which you have a substantial interest now, orhave you been the subject ofa formal complaint or enforcement investigation bythe DOT or the FAAregarding compliance with the Federal Aviation Act of 1958, or any order, rule, regulation or otherrequirement issuedpursuant to the Act during the past five (5) years? Yes No X

--- (If''yes," describe each complaint, and indicate the current status 

### or fmal disposition ofeach complaint on the attached "Detailed Responses.") 11. Have you, or any company in which you have a substantial interest ever been charged with any unfair or deceptive, anticompetitive business practices, or any fraud, felony, or antitrust violation during the past ten (10) years? Yes No 

## X

--- 

### 12. Have you, or any company in which you have a substantial interestbeen involved in any aircraft accident or incident during the past year, or in the past and which remains the subject ofan open investigationby the FAA, NTSB orthe Company? Yes No X

--- 

### (If''yes," please state the date and other details including the status ofany pending investigations on 1be attached

# "D$.'1 ;:::::> 

# I**OJ~2~** Signature Dat1 Christopher B. BehnamAPPLICATION OF YELLOW AIR TAXI
Yellow Air Taxi DOT application Questionnaire Exhibit YAT-205 

### Page 4 of12

NB: The information you provide inresponse to this Questionnaire will be used in Yellow Air Taxi's DOT Application for Certificate Authority. All questions should be answered fully and completely. Where more detailed responses are required or requested, please use the attached "Detailed Responses" sheet. 

### 1. Please state your name andresidence address: Elizabeth Behnam 4201 Ravenswood Road FortLauderdale, FL 33312 

### 2. Title ofPosition with Company: Secretary 

### 3. Number ofshares ofCompany stock owned, orto be acquired, ifany: 

### 0% 4. Current Position, Business Address, and Telephone: (Complete only ifyou are not currently employedby the Company. Otherwise indicate ''N/ A.") N/A 

### 5. Are you a citizen ofthe United States? Yes
_ ____;.X.:..___ No
__ _ (Ifyou are not a U.S. Citizen, please indicate nationality and current immigration status on the attached "Detailed Responses.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 

### Page 5 of12 6. Are you currently an officer, director or major shareholder (5 percent or more ofthe total stock), or do you have any other significant interest in any other air carrier, foreign air carrier, common carrier, person substantially engaged in the business of aeronautics, orperson whose principle business is the ownership or control ofany such transportation or aeronautic activity? Yes No X

--- 

### (If''yes," please provide information regarding all such positions and any other relevant information on the attached "Detailed Response.") 7. Have you inthe past held any position with any U.S. or foreign air carrier, or other aviation-related business? Yes X No

--- 

### (See: Resume)
8. Are you, or any other company in which you have a substantial interest (defined below), the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes

. 

## __ _ No 

## X (If"yes," please provide date and amount ofeach claim orjudgment, andthe name of each claimant orjudgment creditor on the attached "Detailed Response.") 9. Are you or any company in which you have substantial interest the subject ofany pending legal action, or outstandingjudgment involving a claim ofless than $5,000? Yes No X

--- 

### (If''yes," please supply the total number and aggregate amount ofall claims and/or judgments outstanding against you onthe attached "DetailedResponse.")APPLICATION OF YELLOW AIR TAXI Exhibit Y AT-205 Page 6 of12 l0. Are you, or any company in which you have a substantial interest now, or have you been the subject ofa formal complaint or enforcement**investi~ation** by the DOT or the FAA regarding compliance with the Federal Aviation Act of 1958, or any order, rule, regulation or other requirement issued pursuant to the Act during the past five (5) years? Yes
·--- No X (If"yes," describe each complaint, and indicate the current status or final disposition ofeach complaint on the attached "Detailed Responses.") 11. Have you, or any company in which you have a substantial interest ever been charged with any unfair or deceptive, anticompetitive business practices, or any fraud, felony, or antitrust violation during the pastten (1 0) years? Yes No X



### --- 12. Have you, or any company in which you have a substantial interest been involved in any aircraft accident or incident during the past year, or in the past and whichremains the subject ofan open investigation by the FAA, 

### NTSB or the Company? Yes
__ _ No X (If"yes," please state the date and other details including the status ofany pending investigations onthe attached "Detailed Response.")

Elizabeth BehnamAPPLICATION OF YELLOW AIR TAXI Yellow Air Taxi DOT application Questionnaire Exhibit YAT-205 

### Page 7 of12
NB: The information you provide in response to this Questionnaire will be used in Yellow Air Taxi's DOT Application for Certificate Authority. All questions shouldbe answered fully and completely. Where more detailed responses are required or requested, please use the attached "DetailedResponses" sheet. 

### 1. Please state yourname and residence address: Glenn Horton 4201 Ravenswood Road Fort Lauderdale, FL 33312 2. Title ofPosition with Company: Director ofMaintenance 

### 3. Number ofshares ofCompany stock owned, orto be acquired, ifany: 

### 0% 

### 4. Current Position, Business Address, and Telephone: (Complete only ifyou are not currently employedby the Company. Otherwise indicate ''N/A.") N/A 

### 5. Are you a citizen ofthe United States? Yes X No

--- (Ifyou are not a U.S. Citizen, please indicate nationality and current immigration status on the attached "DetailedResponses.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 

### Page 8 of12 6. Are you currently an officer, director or major shareholder (5 percent ormore ofthe total stock), or do you have any other significant interest in any other air carrier, foreign air carrier, common carrier, person substantially engaged inthe business of aeronautics, orperson whose principle business is the ownership or control ofany such transportation or aeronautic activity? Yes 

### No X

--- (If"yes,"please provide information regarding all such positions and any other relevant information onthe attached "Detailed Response.") 7. Have you inthe past held any position with any U.S. or foreign air carrier, or other aviation-relatedbusiness? Yes X 

### No

--- (See: Resume)
8. Are you, or any other company in which you have a substantial interest (defined below), the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes 

### No X

--- (If''yes," please provide date and amount ofeach claim orjudgment, and the name of each claimant orjudgment creditor on the attached "Detailed Response.") 9. Are you or any company in which you have substantial interest the subject ofany pending legal action, or outstandingjudgment involving a claim ofless than $5,000? Yes 

### No X

--- (If''yes," please supply the total number and aggregate amount ofall claims and/or judgments outstanding against you on the attached "Detailed Response.")APPLICATION OF YELLOW AIR TAXI



# . Exhibit YAT-205 Page 9 of 12 10. Are you, or any company in which you have a substantial interest now, or have you beenthe subject ofa formal complaint or enforcement investigation by the DOT or the FAA regarding compliance with the Federal Aviation Act of 1958, or any order, rule, regulation or other requirement issued pursuant to the Act during the past five (5) years? Yes**No~** 

### --- (If"yes," describe each complaint, and indicate the current status or final disposition ofeach complaint on the attached "Detailed Responses.") 11. Have you, or any company in which you have a substantial interest ever been charged with any unfair or deceptive, anticompetitive business practices, or any fraud, felony, orantitrust violation during the pastten (10) years? Yes
__ _ 12. Have you, or any company 

### in which you have 

### a substantial interestbeen involved in any aircraft accident or incident during the past year, or inthe past and which remains the subject ofan open investigation by the FAA, NTSB orthe Company? Yes
__ _ No ,.,.,---- (If"yes," please state the date and other details includingthe status ofany pending investigations on the attached "Detailed Response.")

Signature Date Glenn Horton

### APPLICATION OF YELLOW AIR TAXI
Yellow Air Taxi DOT application Questionnaire 

### Exhibit YAT-205 Page 10 of12

NB: The information you provide inresponse to this Questionnaire will be used in Yellow Air Taxi's DOT Application for Certificate Authority. All questions shouldbe answered fully and completely. Where more detailed responses are required or requested, please use the attached "DetailedResponses" sheet. 1. Please state your name and residence address: D. Randy Conley 4201 Ravenswood Road Fort Lauderdale, FL 33312 

### 2. Title ofPosition with Company: ChiefPilot 

### 3. Number ofshares ofCompany stock owned, orto be acquired, ifany: 

### 0% 4. Current Position, Business Address, and Telephone: (Complete only ifyou are not currently employedby the Company. Otherwise indicate "N/A.") N/A 

### 5. Are you a citizen ofthe United States? Yes X No

--- (Ifyou are not a U.S. Citizen, please indicate nationality and current immigration status onthe attached "Detailed Responses.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT-205 

### Page 11 of12 6. Are you currently an officer, director or major shareholder (5 percent or more ofthe total stock), or do you have any other significant interest in any other air carrier, foreign air carrier, common carrier, person substantially engaged in the business of aeronautics, orperson whose principle business is the ownership or control ofany such transportation or aeronautic activity? Yes 

### No X

--- 

### (If"yes," please provide information regarding all such positions and any other relevant information onthe attached "Detailed Response.") 7. Have you inthe pastheld any position with any U.S. or foreign air carrier, or other aviation-relatedbusiness? Yes X 

### No

--- 

### (See: Resume)
8. Are you, or any other company in which you have a substantial interest (defmed below), the subject ofany pending legal action, or outstandingjudgment, involving a claim in excess of$5,000? Yes

. 

## __ _ No 

## X (lf"yes," please provide date and amount ofeach claim orjudgment, andthe name of each claimant orjudgment creditor on the attached "Detailed Response.") 9. Are you or any company in which you have substantial interest the subject ofany pending legal action, or outstandingjudgment involving a claim ofless than $5,000? Yes 

### No X

--- 

### (lf"yes," please supply the total number and aggregate amount ofall claims and/or judgments outstanding against you onthe attached "Detailed Response.")APPLICATION OF YELLOW AIR TAXI Exhibit YAT -205 Page 12 of12 

### • • 10. Are you, or any company in which you have a substantial interest now, or have you beenthe subject ofa formal complaint or enforcement investigation by the DOT or the FAA regarding compliance with the Federal Aviation Act of 1958, or any order, rule, regulation or other requirement issued pursuant to the Act during the pastfive (5) years? Yes
__ _ Not./ (If"yes," describe each complaint, and indicate the current status or final disposition ofeach complaint on the attached "DetailedResponses.") 11. Have you, or any company in which you have a substantial interest ever been charged with any unfair or deceptive, anticompetitive business practices, or any fraud, felony, or antitrust violation during the past ten (1 0) years? Yes



### ---

# No~ 12. Have you, or any company in which you have a substantial interest been involved in any aircraft accident orincident during the past year, or in the past and which remains the subject ofan open investigation bythe FAA, NTSB orthe Company? Yes No 

# v- (If"yes," please state the date and other details including the status ofany pending investigations on the attached "Detailed Response.")

Signature Randy Conley 

# Dwm R 

# c.o !'l

## u;

# 7 DateAPPLICATION OF YELLOWAIR TAXI 

### Description ofSubsidiaries Exhibit YAT-206 

### Page 1 ofl
Friendship Airways, Inc. was formed as a corporation 

### with the intent to start, grow, and market an FAA approved Part 135 airline known as Yellow Air Taxi. Yellow Air Taxi is a corporation wholly ownedby Christopher B. Behnam. All shares reside with Christopher B. 

### Behnam Christopher B. Behnam also owns Friendship Airways Leasing, Inc. ("Leasing"). This company was created to support Yellow Air Taxi. Leasing's sole function is an aircraft leasing company and itprocures aircraft and makes them available to Yellow Air Taxi.APPLICATION OF YELLOWAIR TAXI

1

OK/ 100 Reports Exhibit YAT-301 

### Page 1oft

Since itis a privately-held corporation, Friendship Airways, Inc. (including its subsidiaries) is not required to file 1OK Annual Reports or 1 OQ Quarterly reports with the Securities and Exchange Commission.

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-302 Page 1 of6
Balance Sheet, Income Statement, and Other Financial InformationAPPLICATION OF YELLOW AIR TAXI

ASSflS**Ye~low** AirTaxi Bllilllillice S&teet .i\5. ofAjH-,ili., 20l.O'

Currerrt**As=<e~ Chedin~C..Sil**  W;,c;h.ovi;o Chedin; CashOnHoaAd

OtilerAszts At:i:tJ<Jn!:S l!!eceiv.;ble**Dept~si!:S** Reserves Total OtherCurTent Assoets

fi»ed Assoets lniormwon**Techno~** furnirure

Otil>to.-**Ass~** FAA AiPiproved Put 135Certific..te Airplanes Fuel Truck
Tot;ol Assets Li;obilioo & E<t'"it¥ lioabiliities Currentliabilities A.a:mmts P"Yalbie

Otiler Currer>t liabilities Deferred s ..les M:..inten.."<" Res.."""

Equity P:!i<lln C:;,piital Retained Earl?iil'l;;:s l*et line>ame Exhibit YAT-302 

### Page 2 of6

Aprill. 21:110

435.2.69

25.000 57.000 517.26!1 55l• .&Sifi

i47.000
500..000 1.050,.000

85..000



### uoo.ooo

[97.222) 67;a:26APPLICATION OF YELLOWAIR TAXI

Yellow Air Taxi

Profit & loss Jaliluary 1hro111gb December2009**O!!lllilollly~**....**~ru~**.....,



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-Jl9**a~** Exhibit YAT-302 

### Page 3 of6APPLICATION OF YELLOW AIR TAXI 

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### Page 4 of6

### APPLICATION OF YELLOWAIR TAXI 

### Yellow Air Taxi Profit & Loss January through March 2010
Jan- Mar 10 Ordinary Income/Expense Income Sales Total Income Cost of Goods Sold Aircraft Hangar Rental

Insurance

Lease Maintenance Labor Parts Total Maintenance

Total Aircraft Bahamian Labour Operational Fees

Excise Taxes

FLL Fees Total Operational Fees Reaccomodate Variable Costs Fuel Total Variable Costs Total COGS Gross Profit

Expense Contractors Fuel Truck Repairs Leased Employee Marketing Overhead Expenses Advertising Advertising Production Costs Advertising - Other Total Advertising Automobile Expense Badges Bank charges

Computer Credit Card Processing Licenses and Permits mileage Office Expenses 388,779.63 388,779.63

18,306.64 22,058.80 14,562.42 26,563.41 17,865.40 44,428.81 99,356.67 4,183.00 6,051.92 15,975.29 22,027.21

583.70 22,560.17 22,560.17 148,710.75 240,068.88

15,765.47

500.00 16,878.89 1,092.00

2,699.97 4,663.83 7,363.80 1,580.90

124.00 499.01 264.99 -10,478.55 239.40 295.00 2,354.09 

### Exhibit YAT-302 

### Page 5 of6

### APPLICATION OF YELLOWAIR TAXI

Jan· Mar 10 Office Supplies Postage and Delivery Telephone

Utilities Electric Internet Water Utilities -Other Total Utilities Total Overhead Expenses Owner's Draw Pilot Expenses Pilot - Hourly Total Pilot Expenses

Professional Fees Consulting Fees

Legal Fees Total Professional Fees Rent Bahamas Counters Main Office Total Rent Subscription Travel & Ent Meals Travel Total Travel & Ent

Total Expense Net Ordinary Income Net Income 

### Exhibit

### YAT-302 Page 6 of6

1,544.62

307.65 9,796.04

243.21 150.32 88.24 1,070.55 1,552.32 15,443.27 9,300.68 28,754.28 28,754.28 10,500.00 11,810.18 22,310.18

6,500.00 8,446.54 14,946.54

1,470.98

200.00 1,209.79 1,409.79 127,872.08 112,196.80 112,196.80APPLICATION OF YELLOW AIR TAXI 

### Exhibit YAT-303 

### Page 1 ofl
Actions and Outstanding Judgments for More Than $5,000 There are no pending actions orjudgments for more than $5,000 against Yellow Air Taxi, any relevant corporation and, except as otherwise stated in their questionnaire responses (see: ExhibitYAT-205) against any keypersonnel employed (or to be employed) by Yellow Air Taxi, or any person having a substantial interest in Yellow Air Taxi.APPLICATION OF YELLOWAIR TAXI Exhibit YAT-304 

### Page 1 ofl
Actions and Outstanding Judgments for Less Than $5,000 There are no pending actions orjudgments for more than $5,000 against Yellow Air Taxi, any relevant corporation and, except as otherwise stated in their questionnaire responses (see: Exhibit YAT-205) against any key personnel employed (or to be employed) by Yellow Air Taxi, or any person having a substantial interest in Yellow Air Taxi.

### APPLICATION OF YELLOW AIR TAXI Description ofApplicant's Fleet Exhibit YAT-401 

### Page 1 of1
Friendship Airways, Inc. currently operates four (4) Cessna 402C aircraft. All aircraft would be utilized for air taxi service. In conformance with the Supplemental Inspection Program, currently one aircraft is approved for scheduled service. An 

### additional aircraft is completing the SIP inspection to be approved for scheduled service. All aircraft have a 9-seat passenger configuration. FAANumber Aircraft Serial Number Owned/ Leased N521FA 402-C0465 Leased N526FA 402-C0517 Leased N522FA 402-C0338 Leased N523FA 402-C0621 LeasedAPPLICATION OF YELLOW AIR TAXI
Description ofPlans for Additional Aircraft Exhibit YAT-402 

### Page 1 ofl

Atthe present time, Yellow Air Taxi does not plan to acquire any additional aircraft to its existing airtaxi operations orpriorto commencing scheduled service operations.APPLICATION OFYELLOW AIR TAXI Exhibit YAT -403 ·page 1 of 1
Affidavit ofSafety Compliance Glenn Horton, being duly sworn, deposes and says: 1. That.he is duly qualified and serving as Director ofMaintenance ofFriendship Airways, Inc. and that he is authorized to and does make this affidavit for it. 2. That all aircraft owned and leased byFriendship Airways, Inc. havebeen certified bythe Federal Aviation Administration and currently comply with all applicable Federal Aviation Administration safety standards under Part §135, as well as the 

### noise standards ofPart 36**o~Jations.** 

### 7

,Glenn Horton Director ofMaintenance

Subscribed and sworn to before me this 

# 7 day of 

# J}r/L I L , 2010



## --0.......:'T-. --.hi---'-_.__
_____ Signature ofNotary Public

AU.JOHN 8IIAILIS Not1rJ NIIIC •IIIII of flllrldl 

# -c-.... .11ft 5, 2014

COIIIIIIIIIoR # 00 150222APPLICATION OF YELLOWAIR TAXI Exhibit YAT-501 

### Page 1oft Statement Regarding Status ofAll Pending Investigations, etc. Friendship Airways, Inc. has no pending investigations, enforcement actions, or formal complaints filed by the Department, including the FAA, against it, including any relevant corporation or any personnel employed.APPLICATION OF YELLOWAIR TAXI Exhibit YAT-502 

### Page 1 ofl Statement Regarding Status ofAll Pending Investigations, etc. There have been no charges ofunfair or deceptive or anticompetitive business practices,
or offraud, felony or antitrust violation, brought against Yellow 

### Air Taxi or any relevant corporation or person having a substantial interest in Yellow Air Taxi or any relevant corporation, ormember ofthe keypersonnel employed (or to be employed) by Yellow Air Taxi or any relevant corporation since its compliance with Consent Order 2005-20077.APPLICATION OF YELLOW AIR TAXI

Aircraft Accidents/ Incidents Exhibit YAT-503 

### Page 1 ofl

Friendship Airways, Inc has no pending investigations, enforcement actions, or formal complaints filed bythe Department, including the FAA, against it, including any relevant corporation or any personnel employed regarding any aircraft accidents or incidents.APPLICATION OF YELLOW AIR TAXI


### Narrative History Exhibit YAT-601 

### Page 1 of2

Upon graduating college with a Bachelor ofScience degree from Newbury College of Further Education, Newbury, England in 1979 Christopher B. Behnampursued his lifelong dream ofbecoming an aviator. Mr. Behnamreceived his airman's certificate in 1979 and joinedWest AirAirlines in 1983. West Air, as a United Airlines Express carrier, gave Mr. Behnamthe springboard he needed to fly for a major U.S. Carrier,joining United Airlines in 1987.

AtUnited, Mr. Behnam served aboard Boeing 747-400 as the youngest First Officer, flying inthis type domestically and around the world. Accruing hours and seniority, Mr. Behnambecame a Captain inBoeing 757 

### I 767 aircraft and for over ten years served as a line check airman.

But it was in the formative years with the new part 135 carrier, West Air, which gave Mr. Behnamthe commuter experience that would form him and enable him to become an aviation businessman. His twenty-three years at United have taught himthe professional safety standards and also the financial pitfalls ofmajor airlines.

Years later, vacationing withhis family in the Bahamas, Mr. Behnam discovered that South Florida and specifically Fort Lauderdale lacked a strong airline specializing in
consumer representation and customer satisfaction. The airlines in thisAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-601 

### Page 1 of2 market, with very few exceptions, lackedbrandrecognition, reliable service and a culture well founded in safety.

In 2003, with financial backing mostly generatedbyhimself, Mr. Behnam formed Friendship Airways, Inc. and began an on-demand air taxi operation known as Yellow Air Taxi. Mr. Behnam did so bypurchasing OPM, Inc. and its certificate authorities and then changed the company's procedures to conform to FAAregulations and to conformto his idea ofa consumer-friendly, safe and profitable airline.
Today, Friendship Airways, Inc. has a fleet offour (4) Cessna 402-C aircraft serving ondemand charter markets from its home base in Fort Lauderdale International Airport and markets in SouthFlorida and the Northern Bahamas.

Should itreceive the regulatory approval requested as described in this application, Friendship Airways, d/b/a/ Yellow Air Taxi intends to resume scheduled service up to once (1) daily to Marsh Harbour.APPLICATION OF YELLOW AIR TAXI

Current Authority Exhibit YAT-602 

### Page 1 of3

A. Friendship Airways, Inc. currently holds an FAA Certificate No. 03PA908H (copy attached at Exhibit YAT -602, page 2 of2). The FAA Certificate District Holding Office is: Federal Aviation Administration Flight Standards District Office #17 2895 SW 145th Avenue Suite #120 Miramar, FL 33027
Friendship Airways, Inc.'s Principle Operating Inspector ("POI") is Mr. Jerry Proenza, (954) 635-1317. B. Friendship Airways, Inc. is currently registered with the Departmentpursuant to 14 C.F.R. §298 as an on-demand air taxi (copy attached at ExhibitYAT-602, pages 3 & 4 of5).

C. Friendship Airways, Inc., also currently holds a license for Charter Services in The Bahamas. See: Exhibit YAT-602 at page 5 of5.APPLICATION OF YELLOW AIR TAXI Exhibit YAT-602 

### Page 2 of3



# Air 

# Carrier Certificate
This certif,es FRlENDSHlPAlRWAYS**dill/~** l'ELLOW AtRTAXI 1150 LEE WAG.i:Ll'<lm BLVO., SUITE 203 FORT FLORIDA 3331S Act of 19:58, as and the rules, thereum:Jer for the issuancs

### rn this cartificate and is**1erre::~y** authorized to operate as an air carrier and oonduct common ""''''"'rr"" ""''r''"""" <HJL:un.lam.;tl wilh ;;c;.h.l Act i:irlll the staml<:m.ls the terms, and iirnitatio1s contained the 

### "'""'""'·'"'"i**m;'~'"''tit'1r'"'** sl::lB:!::ifit::atJians
This certificate is not transferable an:!, ur.less sooner surrendered, suspended, shall oontinJe in effect**lndefmite~y,** of 1ha P..dmiinistrator

Issued**~t:**APPLICATION OF YELLOW AIR TAXI Exhibit YAT-602 

### Page 3 of3



### COMMONHTEALTH OF THE BAHAMAS "'Wll\'1STR.YOFTOURISMANilAVIATION DEPAJl'l'ME:NTQFCllllLAlll:ATlON
CIVIL .t1l"L\110N(LICENSING OF AIRSERVlCF.S) REGUlA'1701'Y'S 

## CERTIFICATE
LICENCE TO PROI-WE CHtlRTER S'ERllJCf;S

L**'(~W**,Winiskr**r~~~>:>lli;iiJ&.!_Im· A<=m!~~~**  lli•n•!n•rit.,.- ,,..:£-:rre<l**tl~t.~** J:irtJL:riork.m;;**~~lutltillh,** FRIENDSHIP A.lRWAJ.JS d/bja YELLOW AIR 'L1Xl, INC.

lllH.1.f:NDSHlP**AllU\~H'S** t!.fb,la YELWltlA11'l: TAXI, Th"C.**i~** l!erell'!l**~'lb'€1"-'d** tc Of>ernte thE**~~~~** cltarb!"F**ai;·:~enrf~:-** .Prum1!!11tyW andFN!{ght CiwrlerAU"Re:r.:tl<:e.lll l1eturo<ett Fl
. .1-<ludi!'i"dakWid**l'~ B~**  .,..**trn~ mu~**  hf.<nd and**.W~h** Jlcwbmn-, :l''"""l!'u"' Cr<y, Nfn"th Ekut Gov.wnoJ•'s HarbourandRock Sowul:**e:;~** the atfu!r..

t151.1**lJ.~~ ',W''li~.jl{!,·.p:;:r**  B(!:Yi, th.f"itl-. +!0.,3 Ft.l-<lUCWdQ[o?, f!,T,J,"Jl.?APPLICATION OF YELLOW AIR TAXI Exhibit YAT-603 

### Page 1 of2 Description ofProposedNew Services Friendship Airways, Inc. d/b/a Yellow Air Taxi currently flies a limited number of charter flights between its home base inFort Lauderdale, FL and the Northern Bahamas.

Ifthe regulatory approval requested herein is granted, Friendship Airways plans to
resume scheduled commuter operations serving the Bahamas with daily morning flights from FortLauderdale (FLL) and Marsh Harbour (MHH).

The company operates out ofFort Lauderdale, a city inrapidly growing Broward County. The county's population is in excess ofone million, and ranks 15th in county size in the United States. Census data indicates its population grew 23% during the 1980's and 29% in the 1990's.

Abacos Island, which includes the towns ofMarsh Harbour and Treasure Cay, is the fastest growing out-island destination in the Bahamas. Ithas over 900 hotel rooms and nearly one thousandboat slips for ocean going vessels. In addition, ithas a very large number ofvillas and condos which serve as second homes and are available for weekly rental.APPLICATION OF YELLOWAIR TAXI Exhibit YAT-603 

### Page 2 of2 Eighty percent oftourism to the Bahamas emanates from the United States, with Fort Lauderdale and Miami serving as the main launching points. Since its inception, Yellow Air Taxi has created a strong internet presence with prominent placement in search engines and
an attractive and informative website. A large percentage ofits passengers fly into Fort Lauderdale from all over the United States and connect withY ellowAir Taxi charters.

With over six years ofoperation, Yellow Air Taxi has also developed a very strong passenger base with many repeat passengers flying several times permonth.

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 Page 1 of4 Pre-Operating Projections & Forecast Balance Sheet/ Income Statementz ;**~~~~~~00~~~~** 

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### NOI.LV:ll'lddVAPPLICATION OF YELLOW AIR TAXI Exhibit YAT-604 

### Page 4 of4

VeUow Air Taxi Opera;tingCoiS1t Pfojiecnon .IOlO

lnsur.anoe lease Net Fixed**Cc!~ts:** Utiiliszation per- Ain:rraft Maximum utilization Actual utilization Actual capacity Aver-age speed Moothly ugge Mooi!:hly usage Hours/Year Annual $14;4100 $31,200 $4!5,600 Monlihly $1,200 $2,600 $3,800

7 hours/day 4
..4 noursfday

9 seats 161 MPHi 110 nours/day 128160 seat-miles

2102 nours Fixed Cos'!: per hour fba:sed on 48% utilization) OpeningCosts lper boor} Fuel (1.00 UAvGas) 35 Gallons@ 4.69 pergallon Mailnte.nance Engine Resenre Crew' landing Fees/Aircraftser\lioe Operating;Costs per boor (at any utilization! Hourfy;Cost $22
$164

$55 $40 $50



## sa $317

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-605 Page 1 of2 Funding to Meet Financial Fitness Test Attached hereto please find a statement as to the funding available to meet the financial fitness test.



### CONFIDENTIAL TREATMENT REQUESTED UNDER §302.12

### APPLICATION OF YELLOW AIR TAXI Exhibit YAT-701 Page 1 of2 Signed Counterpart ofAgreement 18900 (OST Form 4523)APPLICATION OF YELLOW AIR TAXI

U.S. Department ofTransportation Office of the Secretary ofTranspo:iation AGREEMENT Exhibit YAT-701 

### Page 2 of2

The undersigned carriers (hereinafter referred to as "the Carriers") hereby agree as follows: 1. Each ofthe Carriers shall. effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying conditions of carriage filed by it with any government: "The Carrier shall avail itselfofthe limitation of liability provided in the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Arti<:le 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation bythe Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States of America as a point oforigin. point ofdestination, or agreed stopping place · (1) The limit of liabilityfor each passengerfor death, wounding, or other bodlly injury shall be the sum of US $75,000 inclusive of legal fees**~d** costs, exceptthat, in case of a claim brought in a·State where prOI(ision is made for separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. (2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily injury ofa passenger, avail itselfofany defense underArticle 20(1) of said Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities ofthe Carrier with regard to any claim brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger.* 2. Each Carrier shall, atthe time of delivery of the ticket, fumish to each passenger whose transportation is governed by the Convention, or the Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1. the following notice, which shall be printed in type at least as large as 10 point modem type and in ink contrasting with the stock on (i) each ticket; (ii) a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised · that the provisions of a treat)• known as the Warsaw Convention may be applicable to the entire journey. including any portion entirelywithin the country of origin or destination. For such passengers on a journey to. from, orwith an agreed stopping place in the United States of America, the Convention and special contracts of carriage embodied in applicable tariffs provide thatthe liability of [certain ]* [(name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part ofthe carrier. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability ofthe carrier for death or personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be examined on request Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation of the carrier's liability underthe Warsaw Convention or such special contracts of carriage. For further information please consult your airline or insurance company representative." 3. [This Agreementwas filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680. adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility ofthe Department ofTransportation (DOT) by operation of law.] 4. This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may become a partyto this Agreement by signing a counterpart hereof and depositing itwith DOT. 5. Any Carrier party hereto may withdrawfrom this Agreement by giving twelve (12) s' written notice of withdrawal to DOT and the other Carriers parties to the Agre11ment. 'Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263) (Signature and Date) _,_,<;,L.:k:=:;:::::::::_
______ 6 :. •

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### TCiri)**fi/(rxk~At~J** <;f2A I**'£~en&+c>cd~**

## d

### . APPLICATION OF YELLOW AIR TAXI Exhibit YAT -702 

### Page 1 ofl Signed Certification
Pursuantto Title 18 U.S.C. 1001, I, Christopher B. 

### Behnam, in my individual capacity and as authorized representative ofthe applicant, have not in any manner fal.sified, concealed or covered up any material fact orma<i;e any false, fictitious, or fraudulent statement orknowingly used any documents which contains such statements in connection with the preparation, filing orprosecution ofthe application. I understand that an individual found to haveviolated the provisions of 18 U.S.C. 1001 shall be fined not more than $10,000 orimprisoned notmore than five years, orboth.



### March 25,2010 Christopher 

### B. Behnam President & 

### CEO Friendship Airways, Inc.

# • U.S. Department of Transportation Federal Aviation Administration A007. Other Designated Persons Operations Specifications HQ Control HQRevision 

### ATTACHMENT B

12/19/06

020
a. The following person is designated as the certificate holder's Agent for Service:

b. The following personnel are designated to officially apply for and receive operations specifications for the certificate holder as \ndicatedbelow. T bl 1 P

a e 

## - ersonnelD. tdt A l fi es

Igna e o lPPIY or andR ece1ve 0 

### r 

## s 'fi f •pera Ions 1pec1 1ca tons Title Name Parts Authorized Dir. ofOperations, Part 135 Benham, Christopher ABCDE Agent for Service Benham, Ch,iristopher ABCDE ChiefPilot, Part 135 Nelson, Doug ABC Dir. ofMaintenance, Part 135 Horton, Glenn DE

c. The following personnel or company email boxes are designated to receive Safety Alert for Operators (SAFO) and/or Information for Operators (INFO) messages for the certificate holder as indicated below. A receipt ofthe informationby an air carrier orperson is not required.
a e - T bl 2 Personne es1gna e to ID. td ReceiVe SAFOsand/ INFO or s Name Email Address Telephone No. Type ofInformation to Receive

eral Aviation Administration. rmation reference:**~....,~:L··ons** Specifications are approved by direction ofthe Administrator. Principal Operations Inspector SO19 ate Appro_)'al is effective: 4/2/09 AmendmentNumber: 14**her~)lCcept** and receive the Operations Specifications inthis paragraph.

.**--~** f .?-**,$::~:····"· ·:::·:;:--;~~·~** 

J

## Benn~rif:Ch:stopher

Print Date: 4/2/2009 Dir. ofOperations, Part 135

A007-l FRIENDSHIP AIRWAYS INC Date: 4/2/09

Certificate No.: 03PA908H

# •

•

• ---------------------------------

U.S. Department ofTransportation Federal Aviation Administration A006. Management Personnel Operations Specifications

The certificate holder is authorized the following management positions: HQControl: HQ Revision: 02/10/98 02b

a. The certificate holder uses the following named personnel in the 14 CFR Part 135 management positions listed below. Part 119 Position Title Name: Company Equivalent Position Title: Dir. ofOperations, Part 135 Benham, Christopher Dir. ofOperations, Part 135 Agent for Service Benham, Chjristopher Agent for Service ChiefPilot, Part 135 Nelson, Doug ChiefPilot, Part 135 Dir. ofMaintenance, Part 135 Horton, Glenn Dir. ofMaintenance, Part 135

o tion reference:

### lli~~;;~I~on~sts~pecifications are approved by direction ofthe Administrator. Principal Operations Inspector 8019 ate Apgid"val is effective: 4/2/09 Amendment Number: 9 I here!ffaccept and receive the Operations Specifications in this paragraph.
Benham, Christopher**Pri~t** Date: 4/2/2009 Dir. ofOperations, Part 135

A006-1 FRIENDSHIP AIRWAYS INC Date: 4/2/09

Certificate No.: 03PA908HJune 14, 2010
VIA EMAIL (ORIGINAL VIA OVERNIGHT DELIVERY) Attn.: Ms. Vanessa R. Ba1gobin Acting Chief, Air Carrier Fitness Division Office ofAviation Analysis Department ofTransportation 1200 New Jersey Avenue, SE Washington, DC 20590

RE: Docket DOT-OST-2005-21533 

### ATTACHMENT C

Application to resume scheduled passenger operations as a commuter air carrier

Dear Ms. Balgobin: I refer to your letter dated April 23, 2010 with attached Information Request containing ten questions. Friendship Airways, Inc. d/b/a Yellow Air Taxi respectfully responds to this Information Request in the attached Responses. An 18 U.S.C. §1001 Certification is also attached hereto as Exhibit YAT-702A. I sincerely appreciate your time and consideration. Respectfully submitted,

# ~ Christopher B. Behnam PresidentDOT-OST-2005-21533 Mr. Jerry Proenza Mr. Steve Adams Federal Aviation Administration South Florida FSDO 2895 SW 145th Avenue Suite 120 Miramar, FL 33027INFORMATION REQUEST RESPONSE OF FRIENDSHIP AIRWAYS, INC. d/b/a YELLOW AIR TAXI
"1. Please place a copy ofYAT's Pre-Application Statement oflntent ("PASI") filed with the Federal Aviation Administration, in the docket ofthis proceeding, together with information on any changes that have been made to this filing since its original submission." Response of YAT: See: Exhibit YAT-10lA attached hereto. Since its original submission, Mr. David Randall Conley was approved by the FAA as ChiefPilot for Yellow Air Taxi.

"2. Please provide balance sheets and income statements for Friendship Airways Leasing, Inc. for the three most recent calendar or fiscal years, and for a period ending no more than three monthsprior to the date offiling. This information should include explanatory footnotes (including a description of company's significant accounting policies, such as for depreciation, amortization ofintangibles, overhauls, unearned revenues, and cost capitalization)." Response ofYAT: Please See: Exhibit YAT 302A Pages 1-3 of4 attached hereto.

"3. In its application, YAT indicates it is in the process ofpurchasing or leasing another Cessna 402 aircraft. Please provide documentation ofthis transaction. Please include details ofany subcontracting or "powerby the hour" arrangements YAT has made with the leasing company." Response ofYAT: Since the submission ofits application, Yellow Air Taxi has decided not to add the Cessna 402-B to its fleet. Ithas no plans to add any other additional aircraft to its fleet at this time.

"4. Please provide FAA Air Transport Pilot certificate numbers and current type ratings for YAT's ChiefPilot, D. Randy Conley. Please also provide Mr. Conley's work history for the years 1995-1998." Response ofYAT: Mr. Conley's Air Transport Pilot certificate number is 3018998. His type ratings include BE-300 and F-27. See: YAT-201A, page 1 of3 attached herein. During the period 1995-1998 he was selfemployed as owner ofConstruction Planning and Management.

"5. Does YAT's Director ofMaintenance, Glenn A. Horton, hold an Airframe and Powerplant Certificate? Ifso, please provide the certificate number.Response ofYAT: Mr. Horton's Airframe and Powerplant Certificate number is 2766237. See: YAT-201A page 2 of3.

"6. Please provide an updated resume for Mr. Christopher Behnam that indicates his experience with YAT, including his position ofOperations. Please also describe how Mr. Behnam plans to divide his time between hisjob(s) as Director ofOperations at YAT, President ofthe Behnam Group, and Pilot at United Airlines." Response ofYAT: Mr. Behnam has served as Director ofOperations for Yellow Air Taxi since 2004. See: Exhibit YAT-201A page 3 of3. The Behnam group is not an active enterprise. As a senior pilot for United Airlines, Mr. Behnam is able to work at a reduced schedule. As Director ofOperations for YAT, Mr. Behnam is in constant communication with the YAT management team, via cell phone and email, when out oftown.

"7. Please provide clarification ofYAT-603, detailing the number and frequency ofscheduled flights that YAT intends to operate ifgranted commuter authority." Response ofYAT: Ifgranted commuter authority, Yellow Air Taxi intends to operate one flight per day between Fort Lauderdale and Marsh Harbour, Bahamas.

"8. Please provide clarification ofYAT-604-2 and YAT 604-3, indicating the breakout ofcosts for only the air carrier's planned scheduled service." Response ofYAT: Revised Projected P&L's are attached hereto as Exhibit YAT-604A.

"9. Please provide further detail on which aircraft (by N-number) YAT intends to designate for scheduled service." Response ofYAT: With Yellow Air Taxi's completion ofthe Supplemental Inspection Program on N522FA, the FAA approved it as a commuter aircraft for use in scheduled service. See: Exhibit YAT-40lA Pages 1-3of3 attached hereto. N526FA is in process ofthe Supplemental Inspection Program and will be added to the commuter fleet upon its completion.

"10. Please provide a detailed pre-operating expense forecast for the proposed scheduled operations. This forecast should include, among other things, lease deposits and rents, legal expenses, station expenses, facility deposits and rents, training, insurance, general, administrative, and employee expenses, and expenses related to FAA certification. Additionally, such list should distinguish between preoperating expenses that have been paid, and those which remain to be paid. Ifthere are no pre-operating costs, please explain." Response ofYAT:
All the expenses that are questioned in Question #10 are expenses that have been already paid and have been addressed above, including expenses related to FAA certification. Attached hereto, please find a listing ofactual pre-operating expenses incurred in 2010. See: Exhibit YAT-302A Page 4 of4 attached hereto.Signed Certification

The contents ofthis application and the attached exhibits are true and correct to the best ofmy knowledge and belief. Pursuant to Title 18 U.S.C. §1001, I, Christopher B. Behnam, in my individual capacity and as authorized representative ofthe applicant, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement orknowingly used any documents which contains such statements in connection with the preparation, filing or prosecution ofthe application. I understand that an individual is found to have violated the provisions of 18 U.S.C. §1001 shall be fined or imprisoned not more than five years, or both.

June 14, 2010 Christopher B. Behnam President & CEO Friendship Airways, Inc.Note: Friendship Airways Leasing, Inc Profit & Loss 2007 through 2009 Friendship Airawys Leasing, Inc. only services the lease payments ofYellow Air Taxi and has no other operational income or expenses
Jan -Dec 07 Jan - Dec 08 Jan - Dec 09 Ordinary Income/Expense Income Lease Payments Colleted 48,232.67 55.256.42 57,153.56 Total Income 48,232.67 55.256.42 57,153.56 Expense Lease P[ayments Served 48,232.67 55.256.42 57,153.56 Total Expense 48,232.67 55.256.42 57,153.56 Net Ordinary Income 0.00 0.00 0.00 Exhibit YAT-302A Page 1 of4Note: 

### Friendship Airways Leasing, Inc Profit & Loss January through March 2010 Friendship Airawys Leasing, Inc. only services the lease payments ofYellow Air Taxi and has no other operational income or expenses
Jan· Mar 10 Ordinary Income/Expense Income Lease Payments Colleted Total Income Expense Lease Payments Served Total Expense Net Ordinary Income 14,562.42 14,562.42 14,562.42 14,562.42 0.00 Exhibit YAT-302A Page 2 of4

### Friendship Airways Leasing, Inc.

ASSETS Balance Sheet As of June 1, 2010

Current Assets Checking/Cash Wachovia Checking Total Checking/Cash Total Current Assets Other Assets Fuel Truck Total Other Assets TotaI Assets Liabilities & Equity Liabilities Current Liabilities Accounts Payable Total Current Liabilities

Total Liabilities Equity Total Equity Total Liabilities & Equity Exhibit YAT-302A Page 3 of4

June 1, 2010

500 500 500

65,400 65,400
65,400

### Yellow Air Taxi Pre-Operating Expenses For Planned Scheduled Flights Only
Advertising and Marketing Baggage Carts Computer System GOM Scheduled Revisions Reservation System Legal Fees Maintenance Office Furniture Rent Deposit Station Manager Training Station Personnel Training Telephone System Ticket Counter Fabrication Ticket Counter Display Travel Total Pre-Operating Expenses $8,000.00 $800.00 $3,100.00 $1,200.00 $4,300.00 $2,800.00 $18,000.00 $900.00 $1,200.00 $1,000.00 $1,000.00 $5,300.00 $1,300.00

$980.00 $4,200.00 $54,080.00 Exhibit YAT -302A Page 4 of4Exhibit YAT-201A Page 1 of3Exhibit YAT-201A 

### Page 2 of3

## Christopher B. Behnam Director ofOperations 

### Experience: Yellow Air Taxi Exhibit YAT -201A Page 3 of3

Director ofOperations, 2004-Present. Perform all DO responsibilities ofan FAR 135 on-demand and scheduled service airline. Ensure that company operates in conformity with the FARs and supervises-- ChiefPilot, Director ofMaintenance, and Flight Department activities. Responsible for operational control. 

### United Airlines Line Check Airman, 1999-Present. FAA approved liaison between UAL Management and Pilots. Responsible for instructing, mentoring and testing new captains as well as co-pilots on the actual daily procedures ofdomestic and international (South American and Atlantic operations) passenger flights. Emphasis on problem solving, public relations, emergency procedures, and leadership through teamwork. Captain, 1995-Present. Responsible for ensuring the safety ofcrew and passengers, through coordination of efforts ofground, in-flight, headquarters, and air traffic personnel. Emphasis on crew management about multiple levels for a successful completion ofall daily missions. Flight Officer, 1987-1995. Advanced from entry level position to Pilot in command ofB747-400 for transcontinental domestic transpacific flights to Asia and Australia. Responsible for systems and fuel management, communications, international public relations, and crew resource management. 

### West Air Airlines 

### (United Express

- California) Captain/Line Check Airman, C-402C and SD-360, 1983-1987. Assisted with the development ofroute structure and aircraft fleet planning ofstart-up California regional airline. Analyzed route structure and made recommendations for new routes and new stations. Advised on Shorts 360 program. Airline grew from seven 402Cs and two Twin Otters to thirty-six Turbo Props and six Jets within three years. Responsible for instructing and evaluating new captains as well as co-pilots on daily procedures. 

### Aviation Training INC/Sierra Academy ofAeronautics Flight Instructor, 1979-1983. Instructed flight students on theoretical and practical applications ofaviation. Emphasis on communication skills, mentoring, task analysis, and career preparation. 

### Education: Sierra Academy ofAeronautics, 

### 1982, Airman Certificates Private Pilot through Airline Transport Pilot Licenses. Emphasis on major airline operations and management 

### Newbury College offurther Educations, 

### 1979, Bachelor ofScienceJul '10 Aug '10 Sep '10 Oct '10 Ordinary Income 65,200 65,200 65,200 65,200 Flight Costs 18,000 18,000 18,000 18,000 Marketing 1,000 1,000 1,000 1,000 IT 2,500 2,500 2,500 2,500 Bahamian Labor 4,500 4,500 4,500 4,500 Credit Card Processing 3,000 3,000 3,000 3,000 Office Supplies 300 300 300 300 Office Expenses 350 350 350 350 Langing Fees 500 500 500 500 Bahamian Fees 2,500 2,500 2,500 2,500 Payroll 25,000 25,000 25,000 25,000 Professional Fees 1,000 1,000 1,000 1,000 Rents 4,000 4,000 4,000 4,000 Telephone 1,500 1,500 1,500 1,500 Total Expenses 46,150 46,150 46,150 46,150 Net Profit 1,050 1,050 1,050 1,050 Yellow Air Taxi Planned Scheduled Operations Only Profit and Loss Projection July 2010through June 2011 Nov '10 Dec '10 Jan'11 Feb'11 Mar '11 110,500 110,500 110,500 110,500 110,500 36,000 36,000 36,000 36,000 36,000

1,000 1,000 1,000 1,000 1,000 2,500 2,500 2,500 2,500 2,500 4,500 4,500 4,500 4,500 4,500 5,000 5,000 5,000 5,000 5,000

300 300 300 300 300 350 350 350 350 350 500 500 500 500 500 4,500 4,500 4,500 4,500 4,500 25,000 25,000 25,000 25,000 25,000

1,000 1,000 1,000 1,000 1,000 4,000 4,000 4,000 4,000 4,000 1,500 1,500 1,500 1,500 1,500 50,150 50,150 50,150 50,150 50,150 24,350 24,350 24,350 24,350 24,350 Apr '11 May'11 110,500 110,500 36,000 36,000

1,000 1,000 2,500 2,500 4,500 4,500 5,000 5,000

300 300 350 350 500 500 4,500 4,500 25,000 25,000

1,000 1,000 4,000 4,000 1,500 1,500 50,150 50,150 24,350 24,350 Jun '11 110,500 36,000

1,000 2,500 4,500 5,000

300 350 500 4,500 25,000

1,000 4,000 1,500 50,150 24,350 Total 1,144,800

360,000

12,000 30,000 54,000 52,000 3,600 ·4,200 6,000 46,000 300,000

12,000 48,000 18,000 585,800 199,000

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U.S. Department ofTransportation Federal Aviation Administration D485. Aging Airplane Inspection and Records Review Operations Specifications HQ Control: HQ Revision: 07/09/08 

### OOa 

## .......

a. The Aging Aircraft Safety Actof 1991 requires the Administrator to make inspections and review the maintenance and otherrecords Qf.e.ach aircraft an air

.**'t~.** carrier uses to provide air transportation. The certificate holder who conducts operations under 14 CFRPart 121, Part 135, or Part 129i'ifsing the airplanes identified on this Operations Specification maynot use those airplanes in air transportation unless inspections are accomplished.as required by the applicable regulations in 14 CFRPart 121, Part 135, orPart 129, as applicable. '"d M

. 

# -**~ ~**  b. The airplanes that this inspection andrecords review is applicable to include: (1) All Part 121 airplanes (14 CFR Section 121.1105) (2) All Part 135 multi-engine airplanes used in scheduled service (14 CFR Section 135.422/423) (3) All Part 129 U.S.-registered multi-engine airplanes (14 CFR Section 129.105).
c. The airplanes that maybe excluded from this inspection and records review are: ( 1) Airplanes operated solely within the state ofAlaska· (2) Airplanes that are operated under 14 CFRPart 135 as "On-Demand" IJ(l 

## =- ("> 

## s: ,.... 

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(3) Airplanes in storage and not currentlybeing operatedunder 14 CFRPart 121, 135, or 129 operations (However, the required records review**o........~** inspection must be accomplished before such airplanes in storage maybe placed into service after the applicable compliance date in accordance with the sections ofthe CFR listed in subparagraphb above) · (4) Airplanes thathave notreached the age ofthe required records review and inspection. d. This paragraph serves as notification to the FAA ofcompletion ofthe required records review and airplane inspectionto comply with the Aging Airplane Safety Act. Official Notificationto the operator will be made bythe CHDO and this date will be used to determine due date ofnextrequired inspection. Table 1 ofthis document mustbe completed as described in subparagraph e below.

e. Paragraph Completion Instructions. Thefollowing instructions are to be used to complete the required records and airplane inspection in Table 1 of this paragraph. 

### Remember: ALL cells in the table MUSTbefilled out before activating theparagraph! 

### (1) LoadALL airplanes in the certificate holder'sAircraftAuthorization information into Columns 1, 2, 3 and4. (2) For each airplane that requires this records review and inspection: a. Enter the date of airplane manufacture as indicated on the airframe dataplate or the original airworthiness certificate, whichever is oldest, in Column 5. , 1**~** b. Enter "Not Completed" in Column 6, Column 7,and Column 8, as applicable, to indicate that the inspection and/or records review has notyet been complete.
. . c. When the appropriate inspection is complete, insert the month andyear of the accomplishment in Column 6 and Column 7, as applicable.
Print Date: 06/09/2009 D485-1 FRIENDSHIP AIRWAYS INC CERTIFICATE NO.: 03PA908HU.S. Department ofTransportation Federal Aviation Administration Operations Specifications
d. When both inspections are complete, enter the date (month/year) that the official notification was sent to the certificate holder in Coluf!m 8. 

### (3) For airplanes that are operatedsolely within the state of Alaska:

. ' r-, a. Load the airplanes in· Columns 1 through 4perItem (I) above.**~ "t~.** **~J**



# .....

b. Select and enter**"Alas~** Intrastate-N/A "(for not applicable) in EACHof the following columns: . .,**:rj~'(.** Column 5, Column 6, Column 7, and Column 8. 

### ( 4) 

### For airplanes that are operated under 14 

### CFR Part 135 as "On-Demand": a. Load the airplanes in Columns 1 through 4perItem (1) above. b. Select andenter "On Demand (135)-N/A "(for not applicable) in EACHof thefollowing columns: Column 5, Column 6, Column 7, and Column 8. {5) 

### For airplanes in storage that willnot have the required records review and inspection accomplished: a. Load the airplanes in Columns 1 through 4perItem (1) above. b. Enter the date of airplane manufacture as indicated on the aiiframe dataplate or the original airworthiness certificate, whichever is oldest, in Column 5. 1 c. Select and enter "Storage-Not Completed" in EACHof the following columns: Column 6, Column 7, and Column 8. (6) 

### For airplanes that have not reached the age where the required records review and inspection must be accomplished: a. Load the airplanes in Columns 1 through 4perItem (I) above. b. Enter"the date of airplane manufacture as indicated on the airframe dataplate or the original airworthiness certificate, whichever is oldE Column 5. c. Select andenter "Below Threshold-NI A" (for not applicable) in EACHof the following columns: Column 6, Column 7, and Column 8. f. Process the paragraph and activate it. This paragraph maybe considered valid ifcompleted, signed, and activated bythe FAA. It does not require signature ofthe operator for the paragraph and its data to be considered valid. (*Th 11 be loaded fi ' TABLE 1 he Certificate Holder's Aircraft Authorization aimlane inti

-----·- tion.) '"dt"i**~ ~**  IJ(:I 

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*Registration**~Nose** Number, *Airplane Date ofAirplane Airplane Inspection Records Review Operator No. *Serial No. IfApplicable _{Col. 1)**(Col.~** (Col. 3) N521FA 402C0465 N/A N522FA 402C0338 N/A N523FA 402C0621 N/A

-- ---

Print Date: 06/09/2009 

## ) MJM/S Manufacture (Col. 4) (Col. 5) CE-402-C 1980 CE-402-C 1980 'i CE-402-C 1982

D485-2 FRIEND$HIP AIRWAYS INC 

# ) Completed Completed Notification (Col. 6}_ _{_Col. 7) (Col. 8) On-Demand (135)

- On-Demand (135) On-Demand (135) N/A -N/A -N/A MAY/2009 MAY/2009 MARCH/2009 On-Demand (135)- On-Demand**(1~5)** On-Demand (135) N/A -N/A -N/A

CERTIFICATE NO.: 03PA908H 

## )U.S. Department ofTransportation Federal Aviation Administration

*Registration No. _(Col.l) N526FA *Serial No. (Col. 2) 402C0517-

- *Nose Number, IfApplicable

. (Col. 3) 'N/A

- ·- -·-

1. Issued by the Federal Aviation Administration. 2. Support information reference: Operations Specifications *Airplane Date ofAirplane Airplane Inspection

M/M/S Manufacture Completed
· (Col
..4) (Col. 5) (Col. 6) CE-402-C 1981 On-Demand (135)- N/A**~-** . - --·-- ----------- --**e** Operations Specifications ar, mvedby direction ofthe Administrator.

.**....z.--'----r::.-.-c.....-;~**

. , eter E. Principal Maintenance Inspector '8019 Amendment Number: 8 4. Date Approval is effective: 6/9/09 5. I**her~~ceive** the Operations Specifications in this paragraph. Exhibit YAT-604A



# ---**»~-~** ... .... .e ...**~·-** // / /';.'**t-~** Horton, Glenn

Print Date: 06/09/2009 Exhibit Y AT-604A Page 1 ofl Dir. ofMaintenance,.Part 135 Date: 6/9/
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D485-3 FRIENDSHIP AIRWAYS INC Records Review Completed

(Col. 7) On-Demand (135t,..:

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Operator Notification

(Col. 8) :On-Demand (135) , ·.-NIA**~trj ~** **~·** !'!) 

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CERTIFICATE NO.: 03PA908H

### ATTACHMENT D 

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# Federal Aviation Administration 

# Memorandum Date: To: From: Subject:
RobbieAugust 13,2014 Robbie Robinson Prepared by: Jerry Proenza Statement regarding Friendship Airways dba YellowAir Taxi

On or about 2007 I was assigned the above referenced air operator as their Principal Operation Inspector (POI) and remained assigned until the certificate was surrendered about two to three years ago. I shared the responsibilities ofoversight ofYellow Air Taxi with Inspector Pete Snead, Principal Maintenance Inspector. Mr. Christopher Behnam was the Director of Operations for Yellow Air the entire time I was assigned to the certificate as required by 14 CFR 119.69 and 14 CFR 119.71. Mr. Behnam's responsibilities included day to day hands-on operational control ofall aspects ofYellow Air. Director ofOperations responsibility**carri~d** with it crew management, flight following, maintenance, and in general all the oversight as required to maintain operational control outlined in Operational Specification paragraphA008. At no time was this responsibility delegated or movedto any other individual. It is also my understanding that Mr. Behnam was the sole owner ofthe Yellow Air and was considered the President ofthe company. Ifyou want any additional information regarding this, please let me kn

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U.S. Department ofTransportation Federal Aviation Administration Operations SpeCifications

A006 •Management Personnel
The certificate holder is authorized the following management positions: HQ Control: 10/19/2009 HQ Revision: 030

a. The certificate holder uses the following named personnel in the 14 CFR Part 135 management positions listed below. All management personnel listed in this operations specification must be direct employees ofthe certificate holder. Table 1- Authorized Management Positions and Personnel Part 119 Position Title Name CompanyEquivalent Position Title Dir. ofOperations, Part I 35 Hehman, Christopher President

1. Issued by the Federal Aviation Administration
. 2. Support information reference: 3. These Operations Specifications are approved by direction ofthe Administrator.
20ll.Ofi.OX 14:33:29**Ccntr~l** Dnylight Time Location:**W~bOPSS** Digitally**sign~"<l** by Jerry .Proen;;a,l'rincipal**Op~nllion~** lnsrx:t,tor (S019)

4. Date Approval is effective: 06/08/2011 Amendment Number: 12 5. I hereby accept and receive the Operations Specifications inthis paragraph.

Date: 06/08/2011 

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Print Date: 6/8/2011 A006-l FRIENDSHIP AIRWAYS INC Certificate No.: 03PA908H