U.S. Department of

Transportation Office of the Secretary Of Transportation February 6, 2014 1200 New Jersey Ave.•S.E. Washington. DC 20590

Mr. JE Murdock 1I1 Counsel for Pentastar Aviation Charter, Inc. 5034 Nebraska Ave., NW Washington, DC 20008

Re: Docket DOT-OST-2014-0004 Application of Pentastar Aviation Charter, Inc. for Authority to Conduct Commuter Operations Dear Mr. Murdock 1I1: We have completed our initial review of the application you filed on January 9, 2014, on behalf of Pentastar Aviation Charter, Inc. ("PACI"), for the determination of its fitness to conduct commuter operations. We have determined that we will need additional and/or clarifying information before we may complete our review. The attached Information Request lists the areas where further information/clarification is necessary. I ask that you respond fully to this request within 30 days of the date of this letter. You may upload your response via the web at www.regulations.gov, in Docket DOT-OST-2014-0004. In the meantime, as is the Department's practice, further processing of your application will be deferred pending receipt of this materia!. Thank you for your cooperation in this matter. If you have any questions regarding this letter or the requested information, please feel free to contact Shabu Thomas ofmy staff at (202) 366-9721.

~ a . Remo Chi ,Air Carrier Fitness Division Office of Aviation Analysis Enclosure

cc: Docket DOT-OST-2014-0004 Mr. Bartholemew M. Angle POI for Pentastar Aviation Charter, Inc.INFORMATION REQUEST PENTASTAR AVIATION CHARTER, INC. GENERAL INFORMATION 1. Please provide acopyofPACl's mostrecentlyapprovedOST form4507. 2. FAA Modernization and Reform Act of 2012, requires U.S. air carriers that operate scheduled passenger service orpublic charter serviceusing any aircraft with a design capacity of 30 or more seats, and operators of large hub, medium hub, or non-hub U.S. airports, to submit contingencyplans for lengthy tarmac delays. The Act also requires each covered carrierand airportto ensurepublic access to itsplan after DOT approval by posting the plan on its website. Therefore, we ask that PACI promptly filethe contingencyplan athttp://filingtarmacdelayplan.dot.gov. OWNERSIDP AND KEY PERSONNEL 1. In the application, you state that PACI is wholly owned subsidiary of Pentastar Aviation, LLC ("LLC"), which isintum, ultimately ownedby Mr. Edsall Ford, II. Is Mr. Ford the sole owner ofLLC? If not, please identify any other owners of LLC, their citizenship, andthetypeandnumberofsharesheldby each. 2. What istheprincipalbusinessofLLC? 3. For Messrs. Michael L. Baker and GeraldM. Boprie, please'state what their position titles are. FINANCIAL POSITION An applicant for commuter authority is expected to be prepared to fully prosecute its application atthe time itis filed. Withrespectto financialfitness, the applicant is required to provide current financial data,1 and three years of historic financial data, together with a detailed forecast of its pre-operating costs and apro-forma forecastprofit and loss statement reflecting allrevenues andexpensesthe applicantexpectsto earnlincurduring its first year of commuter operations. In addition, the companymust demonstrate that it has obtained all of the funding needed to meet ourfinancialfitnesstestor, ataminimum, that ithas areasonable plan for doing so. PACI did not present a sufficiently detailed first year profit and loss forecast. In addition, the applicantdid notprovide evidence that it has funding necessary to support its proposed scheduledpassengeroperations. Therefore,pleaseprovide the following information: 1. A current (within 3 months)balance sh~t andincome statementforPACI, along with their accompanying explanatoryfootnotes. Thefootnotes shouldinclude a description of:

I The balance sheet and income statement supplied must be for a period ending no more than three months prior to the date of filing.2

a. The companies significant accounting policies, such as for depreciation, amortization ofintangibles, overhauls, unearned revenues; b. Any liens or encumbrances against any of the applicant's or any relevant corporation's assets, any major commitments into which the applicant or relevant corporation has entered during the past six months, or proposes to enter during the next six months, including a bank or other institutional financing and private financing; c.Any liabilities of the applicant or relevant corporation that are more than 60 days past due at the time of the application, including the amount and the circumstances under which they are past due and will be paid. 2. Balance sheets and income statements, together with their explanatory footnotes for calendar years 2011, 2012, and 2013. The footnotes should include a description of:

a. The companies significant accounting policies, such as for depreciation, amortization of intangibles, overhauls, unearned revenues; b. Any liens or encumbrances against any of the applicant's or any relevant corporation's assets, any major commitments into which the applicant or relevant corporation has entered during the past six months, or proposes to enter during the next six months, including a bank or other institutional financing and private financing;

c. Any liabilities of the applicant or relevant corporation that are more than 60 days past due at the time of the application, including the amount and the circumstances under which they are past due and will be paid. 3. The first year forecast profit and loss statement does not appear to include significant expense categories such as those for showing aircraft lease, fuel, and hangar expenses. In other words, insufficient detail was provided on the expense categories shown and, as a result, we cannot determine whether these expenses are reasonable. In light of the foregoing, we ask that you provide a new first year profit and loss forecast (broken down by month or by quarter) which, at a minimum, provides details by expense category (direct and indirect) for all expenses that will be incurred in conducting the proposed scheduled passenger operations, indicating how the amounts were computed. These expenses should include all cash and non-cash (Le., aircraft or facilities depreciation or lease expense) items that arerelated to the provision of the proposed operations. If certain of the expenses will be assumed by a third-party, PACI should include footnotes to this effect and provide independent third-party verification supporting its statements. If certain expenses normally associated with air transportation operations will not be incurred, please explain., • 3

4. In Attachment T, you state that $34,000 of PACI's pre-operating costs will be reimbursed by its customer. Please identify the customer and provide a statement from said customer indicating the amount of such available resources and the terms and conditions under which suchfunds willbe provided. In addition, documentation from the customer shouldbe provided that clearly establish the customer's ability to fulfill the financialcommitmentsmadetothe applicant. 5. Please provide third-party verification of all funds currently (within 3 months ofthe date ofthe applicationfiled) ondepositinPACI's name. 6. Please provide third-party verification of all lines-of-credit available to support PACI' s proposed operations. This verification should include the total line-of-credit being made available, the amount such creditline has been drawn down to date, any conditions that must be met before funds will be advanced, the terms of repayment, andthe expiration date. Further,ifthe line-of-creditisbeing suppliedby an individual or organization (otherthan arecognizedfinancialinstitution) copies ofthe personal or corporate financial statements of the individual or organization should also be provided.

. Note: Until we are able to determinethat the first-yearforecast provided is reasonable, we cannot determine what level offundingPACI willrequireto meetthe Department's financial fitness standard. In addition, we notethat shouldthe company's current financial statements (to be provided in response to this informationrequest) also show anegative working capital position, the amount ofthis deficit will be added to the amount needed under our standard financial fitness2 criteriato determinePACI's totalfundingrequirement. The information providedpursuanttothis InformationRequest shouldbe accompanied by the following certification: The contents ofthis applicationandthe attachedexhibit (s) aretrue and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I [the individual signing the application, who shall be aprincipal owner, senior officer, or internal counsel of the applicant], in my individual capacity and as the authorized representative of the applicant, have not in any manner knowingly and willfully falsified, concealedorfailedto disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18U.S.C section 1001 shallbe fined or imprisoned not more than five years, orboth.

2 Funds sufficient to cover all pre-operating costs plus one-fourth of the operating expenses that the applicant will incur during its first year of commuter operations.