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

__________________________________________ ) Application of ) ) SUN AIR EXPRESS, LLC d/b/a SUN AIR ) INTERNATIONAL ) Docket OST-2011- 0169 ) For authority to conduct scheduled passenger ) operations as a commuter air carrier under ) 49 U.S.C. § 41738 ) __________________________________________)

ANSWER OF VPAA CO. TO THE SUPPLEMENT TO THE APPLICATION OF SUN AIR EXPRESS, LLC Communications with respect to this document should be served upon:

For VPAA Co.

David M. Hernandez Shareholder VEDDER PRICE P.C. 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 (202) 312-3322 (fax) dhernandez@vedderprice.com

November 22, 2011BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

__________________________________________ ) Application of ) ) SUN AIR EXPRESS, LLC d/b/a SUN AIR ) INTERNATIONAL ) Docket OST-2011- 0169 ) For authority to conduct scheduled passenger ) operations as a commuter air carrier under ) 49 U.S.C. § 41738 ) __________________________________________)

ANSWER OF VPAA CO. TO THE SUPPLEMENT TO THE APPLICATION OF SUN AIR EXPRESS, LLC VPAA Co. d/b/a Gulfstream International Airlines (“ Gulfsteam”) hereby submits this Answer in response to the Supplement to the Applica tion of Sun Air Express, LLC d/b/a Sun Air International (“Sun Air”) for authority to cond uct scheduled operations as a commuter air carrier under 49 U.S.C. § 41738 (“Supplement”).

Answer The Department should deny Sun Air’s Application un til Sun Air provides (1) a realistic response to the Department’s October 21, 2011 request regarding an estimate of the air carrier’s legal fees and (2) an explanation reg arding how it intends to operate between Miami and Bimini, Bahamas when Gulfstream intends t o commence operations in the identical market in early 2012.

Sun Air Expressly Agreed Not Compete Against Gulfst ream When Cooper Trading Corporation (“Cooper Trading”) acquired Sun Air from Gulfstream, Cooper Trading agreed not to compete ag ainst Gulfstream as a condition of the transaction. Sun Air’s operation between Miami and Bimini, Bahamas would be a directAnswer of VPAA Co.

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violation of the Membership Interest Purchase Agree ment, 1 executed by the parties, dated July 26, 2011 (the “Agreement”). The Agreement provides that when Cooper Trading acq uired Sun Air, Cooper Trading expressly agreed that Sun Air would not com pete against Gulfstream for a period of five (5) years using scheduled passenger air transp ortation services. Gulfstream’s entry into the Miami – Bimini market would preclude Sun Air fr om operating in that market. Sun Air Grossly Underestimated Its Pre-Operating Le gal Fee Expenses Sun Air’s estimate of $15,000 of pre-operating lega l expenses grossly underestimates the massive legal battle that will ensue if it atte mpts to violate the Agreement. As Gulfstream stressed to Cooper Trading on many occas ions, Gulfstream is fully prepared to initiate litigation to enforce its rights under the Agreement. Sun Air completely fails to address the potential for litigation in its estimat e; rather, Sun Air merely explains that the legal fees are “Additional fees/expenses due to obj ection to petition by VPAA.” 2 Gulfstream has budgeted $500,000 in legal fees to protect its rights under the Agreement, and Gulfstream is extremely confident regarding its position. Gulfst ream believes that Sun Air will likely be forced to incur legal fees of at least $250,000 simply to defend its position, which frankly is indefensible based on the plain reading of the Non-Compete langu age of the Agreement. Accordingly, Sun

Air should re-submit an accurate and reasonable est imate of its legal fees in light of the potential litigation.

1 Membership Interest Purchase Agreement between Coo per Trading Corporation, Thomas L. Cooper (“Mr. Cooper”), and VPAA Co. dated May 6, 2011, Section 2.1.

2 Supplement, Second Revised Exhibit SUN-802.Answer of VPAA Co.

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Simply put, Sun Air may not perform the service it now seeks, and to the extent it attempts to commence such service, it does not pass the Department’s financial fitness because it grossly underestimated its legal fees. Accordingly, the Department should carefully scrutinize Sun Air’s ability to perform t he requested service given Cooper Trading’s undisputed Agreement not to provide sched uled passenger air transportation

services without Gulfstream’s written consent in an y point to point routes that Gulfstream may from time to time operate. We urge the Departm ent to withhold such authority until Sun Air demonstrates it has met all applicable requirem ents, including that it is indeed able to perform such services. WHEREFORE, for the foregoing reasons, Gulfstream re spectfully submits that Sun Air does not meet the Department’s fitness requirem ents with respect to the proposed operations and requests the Department deny Sun Air ’s Application or, in the alternative,

issue an Order that restricts Sun Air’s commuter au thority consistent with its undisputed Agreement with Gulfstream not to compete with Gulfs tream on “any point to point routes that Gulfstream may from time to time operate.” Respectfully submitted,

VEDDER PRICE P.C.

David M. Hernandez Counsel for VPAA Co. 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 (202) 312-3322 (fax) dhernandez@vedderprice.comCERTIFICATE OF SERVICE I, Megan Schreck, hereby certify that I have, this, the 22nd day of November, 2011, caused a true copy of the foregoing Answer of VPAA Co. to the Supplement to the Application of Sun Air Express, LLC to be served on the following Parties via electronic mail:

Name Organization Address Lonnie A. Pera Counsel for Sun Air Express LLC lape ra@zsrlaw.com

Laura Remo Air Carrier Fitness Division, X-56 laura .remo@dot.gov

Edward M. DaSilva South Florida FSDO – 19 edward.m .dasilva@faa.gov

Sergio Lopez South Florida FSDO – 19 sergio.lopez@ faa.gov

/S/ Megan Schreck Megan Schreck Legal Secretary