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 APPLICATION OF SUN AIR EXPRESS LLC FOR COMMUTER AIR CARRIER AUTHORITY

Communications with respect to th is 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

September 30, 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 APPLICATION OF SUN AIR EXPRESS LLC FOR COMMUTER AIR CARRIER AUTHORITY VPAA Co. d/b/a Gulfstream International Airlines (“Gulfsteam”) hereby submits this Answer in response to the Application of Sun Air Express, LLC d/b/a Sun Air International (“Sun Air”) for authority to conduct scheduled operations as a commuter air carrier under 49 U.S.C. § 41738 (“Application”).

Answer

Gulfstream is an air carri er that conducts scheduled passenger operations as a commuter air carrier with opera tions specifications issued under 14 C.F.R. Part 121 under the trade names “Gulfstream International Airlines,” “Island Air,” “Continental Connection,” and “United Express.” The Department recently found Gulfstream fit, willing, and able to conduct scheduled passenger operations on April 29, 2011. 1

1 Joint Application of Gulfstream International Group, Inc. and VPAA CO. for the transfer of commuter air carrier authority under 49 U.S.C. § 41105 , Order 2011-4-28, April 29, 2011.Answer of VPAA Co. Page 2

As detailed in Sun Air’s Application, 2 Gulfstream sold all of its ownership interest in Sun Air (formerly Gulfstream Connection, Inc., Gold Coast Airline LLC, and Gulfstream Air Express, LLC) on or about July 26, 2011 to the Cooper Trading Corporation (“Cooper”) pursuant to a Membership Interest Purchase Agreement (the “Agreement”). Cooper is owned by Thomas Cooper, former Chairman and Chief Executive Officer of Gulfstream International Group, Gulfstream’s former parent company. As provided in its Application, “Sun Air proposes to conduct sche duled passenger air transporta tion services, as a commuter air carrier between points in Florida and points in the Bahamas. Initially, it will operate one roundtrip flight each day between West Palm Beach, Florida and Freeport, Grand

Bahamas.” 3 On September 23, 2011, Sun Air amended its Application, and it now intends to

commence service between Miami and Bimini. 4 However, when Cooper acquired Sun Air, Mr . Cooper expressly agreed that Sun Air would not compete against Gulfstream for a period of five (5) years using scheduled passenger air transportation services within th e Restricted Territory without Gulfstream’s written consent. Specifically, the Agreement, Section 2.1 provides: Agreement Not to Compete . During the Restricted Period (as defined below), Cooper and Purchaser shall not, and each of them shall cause the Company to not, directly or indirectly, engage in the Restricted Business (as defined below) in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, stockholde r, employee, lender, owner or otherwise) in the Restricted Territory (as defined be low) except (i) upon the prior written consent of Seller (which consent specifically refers to this Section of this

2 Application, Exhibit SUN-200. 3 Application, Exhibit SUN-200 at 3. 4 Application of Sun Air Express, LLC d/b/a Sun Air International (“Sun Air”) for authority to conduct scheduled operations as a commuter air carrier under 49 U.S.C. § 41738 , Docket OST-2011- 0169, Amendment to the Applicatio n of Sun Air Express LLC d/b/a Sun Air International, Docket , Sept ember 23, 2011. (“Amendment”)Answer of VPAA Co. Page 3

Agreement) or (ii) for the benefit of Seller at its direction. The term “Restricted Period ” shall mean five (5) years from the date hereof. The term “Restricted Business ” shall mean any of (i) seekin g to provide or providing air transportation services under a certifi cate issued pursuant to 14 CFR Part 121; (ii) flying or serving any point to point passenger air transportation routes that may be flown from time to time by Seller, except “ad hoc” charter flights requested by other customers or a scheduled carrier’s request for “sub service”; (iii) providing scheduled passenger air transportation services, without Seller’s written consen t, in any point to point routes that Seller may from time to time operate in; or (iv) adding any aircraft to the Air Carrier Certificate where such aircraft are for ten (10) or more passengers. The term “Restricted Territory ” means the United States, Cuba and Bahamas. Notwithstanding the foregoing, in the event that following two (2) years from the date hereof the Company is sold to a third party which is not affiliated in any manner with Cooper and/ or Purchaser, the restri ctive covenants contained in this Section 2.1 shall no longer be applicable to the Company (but shall remain applicable to Cooper and Purcha ser for the balance of the Restricted Period). 5 Significantly, as Mr. Cooper knows very well, Gulfstream is the largest air carrier based in Florida providing scheduled service primarily between Florida and the Bahamas. Gulfstream operates 51 scheduled flights per day, serving seven destinations in Florida and eight destinations in the Bahamas. Its fl eet consists of 23 B1900D, 19-seat, turbo-prop aircraft. Although Gulfstream does not currently operate between Miami International Airport (MIA) and the Bahamas due to the recent economic cond itions, it operated from Miami in the past and would likely do so in th e future. Gulfstream does currently operate between either West Palm Beach (PBI) or Fort Lauderdale (FLL) and eight Bahamas destinations: Andros Town, Freeport, George town, Governor’s Harbour, Marsh Harbour, North Eleuthera, South Bimini, and Treasure Cay.

5 Membership Interest Purcha se Agreement between Cooper Trading Corporation, Thomas L. Cooper (“Mr. Cooper”), and VPAA Co. da ted May 6, 2011, Section 2.1. (Emphasis Added.)Answer of VPAA Co. Page 4

More importantly, as Gulfstream made a bundantly clear to Mr. Cooper in connection with the sale of Sun Air, Gulfstream may opera te from any South Florida airport (West Palm Beach (PBI), Fort Lauderdale (FLL) or Mi ami (MIA)) and the Bahamas, and therefore Gulfstream would only sell Sun Air to Cooper if Cooper expressly agreed not to compete with Gulfstream for a period of five (5) years by not, among other things: (i) flying or serving any point to point passenger air trans portation routes that may be flown from time to time by Seller, except “ad hoc” charter flights requested by other customers or a scheduled carrier’s request for “sub service” and (ii) pr oviding scheduled passenger air transportation services, without Gulfstream’s written consent, in any point to point r outes that Gulfstream may from time to time operate in. Indeed, Sun Air’s purchase price reflected the fact that the airline was being sold conditionally upon the five (5) year restriction not to compete with Gulfstream. At no time during the negotiati ons to acquire Sun Air did Mr. Cooper ever mention his intent to operate scheduled services between Florida and the Bahamas. On the contrary, when Gulfstream management specifi cally asked Mr. Cooper about his intentions, he repeatedly stated that Sun Air would continue to operate ad hoc on-demand charter flights

. Relief Requested

While Gulfstream understands that the Department does not typically involve itself in commercial disputes, in light of the importance fitness plays on the ability of a carrier to conduct its operations, Gulfstream requests that the Department carefully scrutinize Sun Air’s ability to perform the requested service given Cooper’s undisputed Agreement not to provide scheduled passenger air transportation services, without Gu lfstream’s written consent, in any point toAnswer of VPAA Co. Page 5

point routes that Gulfstream may from time to time operate in. We urge the Department to withhold such authority until Sun Air demonstrates it has met all applicable requirements, including that it is indeed able to perform such services. In addition, Gulfstream respectfully submits that this matter is unique and unlike many of the prior commercial disputes that th e Department has concluded should be resolved

in other fora. 6 By contrast, the issue presented here is not a question of a debt owed by Sun Air, a labor dispute or some other challenge to Sun Air’s financial fitness. Instead the issue presented here goes to whether Sun Air is fit, willing and able to perform the air transportation requested in its Application a nd Amendment. Under the circumstances, Sun Air is not able to perform the scheduled services. If the Department issues a Show Cause Order approving Sun Air’s request, Gulfstream may have no alternative but to seek an immediate injunction, which conceivably could re sult in disruption to Sun Air’s customers if

Sun Air commences services without resolv ing this matter with Gulfstream. While Gulfstream would rather not use this forum to resolve this matter, Sun Air’s operational

restrictions are material and re levant to the Department’s d ecision-making process regarding whether Sun Air is able to perform the requested scheduled service. Finally, it is in the public interest for the Department to delay action on this matter until the parties are able to

resolve the matter. 7 The parties are currently discussing a potential resolution.

6 Application of Arik Air Limited for an exem ption under 49 U.S.C. §40109 and a foreign air carrier permit under 49 U.S.C. §41301 , Order Granting Exemption and Order to Show Cause, Docket DOT-OST-2010-0279, March 24, 2011. 7 See, e.g., Joint Application of American Airlines, In c. and Iberia, Lineas Aereas de Espana, S.A, for an exemption pursuant to section 416 of the Federal Aviation Act from Section 255.4 of the CRS Rules , Docket 47067, Order 90-8-32, August 14, 1990. (“It will enable American and Iberia to settle their CRS dispute without any further escalation on an intergovernmental (cont’d)Answer of VPAA Co. Page 6

WHEREFORE, for the foregoing reasons, Gulfstream respectfully submits that Sun Air does not meet the Department’s citizenship and fitness requirements 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 authority consistent with its undisputed Agreement with Gulfstream not to compete with Gulfstream on “any point to point routes that Gulfstream ma y 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.com

(cont’d) level and thus will be consistent with the Un ited States’ preference that such disputes be settled through commercial negotiations when practicable.”)CERTIFICATE OF SERVICE I, Cristina Richards, hereby certify that I have, this, the 30th day of September, 2011, caused a true copy of the foregoing Answer of VPAA Co. to be served on the following Parties via electronic mail:

Name Organization Address

Thomas L. Cooper Sun Air Express LLC tlcooper@gosunair.net

Lonnie A. Pera Counsel for Sun Air Express LLC lapera@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

Robbie Robinson South Florida FS DO – 19 robbie.robinson@faa.gov

/S/ Cristina Richards

Cristina Richards