Issued by the Department of Transportation on the 19 th day of September, 2008

Transcription

1 Order Served: September 19, 2008 DEPARTMENT UNITED OF STATES TRANSPORTATION OF AMERICA UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Issued by the Department of Transportation on the 19 th day of September, 2008 Joint Application TRADEWINDS AIRLINES, INC. and SKY LEASE I, INC. for a pendente lite exemption and for approval of a transfer of certificate and exemption authority under 49 U.S.C Dockets DOT-OST and DOT-OST In the matter of the revocation of the interstate certificate issued to TRADEWINDS AIRLINES, INC. Docket DOT-OST pursuant to the provisions of 14 CFR ORDER TRANSFERRING CERTIFICATE AND EXEMPTION AUTHORITY, REVOKING CERTIFICATE AUTHORITY, AND DISMISSING APPLICATION FOR A PENDENTE LITE EXEMPTION Summary By this order, we (1) find Sky Lease I, Inc. ( Sky Lease ) fit, willing, and able to conduct domestic and foreign all-cargo operations as a U.S. certificated air carrier; (2) transfer to Sky Lease the domestic all-cargo certificate and exemption authority currently held by TradeWinds Airlines, Inc. ( TradeWinds ), subject to conditions; (3) cancel the interstate charter certificate authorizing the transportation of persons, property, and mail issued to TradeWinds by Order , for dormancy; and (4) dismiss as moot the pendente lite exemption filed jointly by TradeWinds and Sky Lease. Background TradeWinds, a U.S. certificated air carrier based in Greensboro, North Carolina, was found fit in September 1996 by Order to provide domestic scheduled all-cargo air transportation and foreign charter air transportation of property and mail. The air carrier has since received additional certificate and exemption authority, including certificates authorizing interstate and

2 2 foreign charter air transportation of persons, property, and mail, 1 a foreign scheduled all-cargo certificate, 2 and exemption authority permitting it to serve points in Columbia and Taiwan. 3 Although, the air carrier has not provided passenger charter operations for several years, it continues to provided all-cargo air transportation using a fleet of 6 Airbus A-300-B4 aircraft. 4 The air carrier s current market of operations expands from the United States and South America to Europe, the Caribbean, Central and North Asia and Mainland China. On July 25, 2008, TradeWinds filed for protection from its creditors under Chapter 11 of the U.S. Bankruptcy Code. Despite the air carrier s Chapter 11 Bankruptcy filing, it has continued to provide all-cargo air transportation. On September 8, 2008, TradeWinds and Sky Lease (collectively, the Joint Applicants ) filed joint applications in Dockets DOT-OST and DOT-OST requesting that the Department transfer the certificate and exemption authority held by TradeWinds to Sky Lease, or in the alternative, grant an exemption from 49 U.S.C to the extent necessary to permit Sky Lease to close its purchase of certain TradeWinds assets pending the Department s decision on their transfer application. Concurrent with their transfer and exemption applications, the Joint Applicants requested to shorten the answer period to September 10, On September 11, 2008, after polling interested parties, the Joint Applicants advised the Department that there were no objections to shortening the answer period or the underlying applications, although it had not received a response from two of the polled parties. 6 In light of this, the Department, by Notice dated September 11, shortened the answer period to September 16. Before transferring a company s certificate authority under section 41105, the Department must determine that the transfer is consistent with the public interest. We have held that this public interest finding includes, among other things, a determination of the fitness of the entity 1 See Order , issued March 10, See Order , issued May 7, See NOAT dated January 24, 2007, in Docket DOT-OST and NOAT dated December 3, 2004, Docket DOT-OST Section of the Department s Aviation Regulations (14 CFR 204.7) provides that, if an air carrier ceases air transportation operations for which it was found fit, it may neither resume air transportation operations nor advertise such services until its fitness to do so has been re-determined by the Department. Section further provides that, if an air carrier does not have its fitness re-determined and resume operations within one year of the date of its cessation, its certificate authority will be revoked for dormancy. Since TradeWinds has not conducted passenger operations since 2000, and Sky Lease does not propose to provide such air transportation, we will cancel TradeWinds certificate authorizing it to conduct interstate and foreign charter air transportation of persons, property, and mail. 5 Under the Department s regulations, answers to the exemption and transfer requests would be due on September 25, 2008, and October 1, 2008, respectively (see 14 CFR and 14 CFR ). 6 On September 10, 2008, Northwest Airlines, Inc. filed comments to the Joint Applicants exemption and transfer applications, stating that Sky Lease should obtain its own Air Carrier Certificate issued by the Federal Aviation Administration before it can operate under the economic authority transferred from by the Department. In its comments, Northwest did note that the company took no position on the underlying merits of the route transfer application.

3 3 receiving the certificate. Further, the Department must assess the impact of any transfer on the viability of the air carrier applicants, competition in the domestic airline industry, and the trade position of the United States in the international air transportation market. We have reviewed the information provided by Sky Lease in support of its fitness and other information available to us, and based on this review, conclude that the transaction warrants approval under the decisional criteria of section and, as discussed more fully below, that Sky Lease is a U.S. citizen and is fit, willing, and able to conduct air transportation under the transferred authority, subject to conditions. FITNESS In making fitness findings, the Department uses a three-part test that reconciles the Airline Deregulation Act's liberal entry policy with Congress' concern for operational safety and consumer protection. The three areas of inquiry that must be addressed in order to determine a company's fitness are whether the applicant (1) will have the managerial skills and technical ability to conduct the proposed operations, (2) will have access to resources sufficient to commence operations without posing an undue risk to consumers or their funds, and (3) will comply with the Statute and regulations imposed by Federal and State agencies. We must also find that the applicant is a U.S. citizen. The Company Sky Lease is an existing corporation formed on May 14, 2004, under the laws of the State of Florida. It is wholly owned by Mr. Alfonso Rey, who also serves as the company s sole director. Mr. Rey is also the Chairman and sole-owner of Centurion Air Cargo, Inc. ( Centurion ), a U.S. certificated air carrier authorized to provide domestic and foreign all-cargo air transportation. 7 Although Sky Lease was formed in 2004 for other business purposes, the company currently is not involved in any operations. Managerial Competence The following individuals, all U.S. citizens, with the exception of Mr. Robert Dexter, a U.K. citizen, and Mr. Boris van Lier, a Dutch citizen, will serve as Sky Lease s key management and technical personnel: Alfonso Rey Director Jeff Conry President and Chief Executive officer ( CEO ) George McConnaughey Chief Financial Officer ( CFO ) Richard Rand Walters Director of Operations Boris van Lier - Chief Pilot Stuart E. Coots- Director of Maintenance Robert Dexter Director of Quality Control Charles V. Hopkins Director of Purchasing 7 See Order , issued December 17, 2001, and Order , issued May 7, 2007.

4 4 Mr. Alfonso Rey, a naturalized U.S. citizen, is the owner and sole Director of Sky Lease and sole owner and Director of Centurion. He began his aviation career in 1987 as the Miami Station Manager for Servicios de Transportes Aereos Fueguinos ( STAF ), an Argentine all-cargo carrier. In the early 1990s, Mr. Rey founded and headed two Florida corporations that served the cargo market - International Enterprises Group, Inc. and Transnational Aviation System, Inc. In 1994, Mr. Rey became the President and CEO of STAF ( ). In 1997, Mr. Rey founded Cielos del Peru, S.A. (Cielos), a Peruvian air carrier. Mr. Jeff Conry is the President and CEO of Sky Lease. Before this, he held the positions of President and CEO ( ) and Executive Vice President (1999) of TradeWinds. Mr. Conry has over 20 years of experience in the aviation industry, having begun his career in 1983 serving as Supervisor, General Manager, and Director of Contract/Charter Sales and Services with America West Airlines ( ). He has, since then, held various management positions with several aviation companies, including Daylight Air ( ), American International Freight ( ), and Aero California ( ). Mr. George McConnaughey is the CFO of Sky Lease. He has over 35 years of experience in the aviation industry, having begun his career as a Manager of Cost Accounting for Flying Tigers, a scheduled cargo international air carrier ( ). Since then, Mr. McConnaughey has held various financial executive positions with several companies, including Evergreen International Airlines ( ), Sunworld International Airlines ( ), Air America ( ), USAfrica Airways (1994), and Mountain Air Express ( ). Before joining Sky Lease in 2008, he was employed at TradeWinds serving initially as its Consultant ( ) and later as its CFO ( ). Mr. Richard Rand Walters is the Director of Operations for Sky Lease. Previously, he was employed as TradeWinds Director of Operations ( ). In addition, Mr. Walters served as Vice President of Flight Operations and Director of Operations with Aloha Airlines, Inc. ( ); as Senior Director of Flight Operations ( ), B Fleet Manager ( ), and Flight Officer with Polar Air Cargo, Inc. ( ); as Flight Officer with Evergreen International Airlines, Inc. ( ); as a Flight Instructor with Siegel Aviation, Jericon Aviation, and California Airways ( ); and as Maintenance Instructor with World Airways ( ). Mr. Boris van Lier, an Airline Transport Pilot with over 9,000 total flight hours, is Sky Lease s Chief Pilot. Before joining Sky Lease in 2008, he was TradeWinds Chief Pilot ( ). Prior to this, he was employed by Air Atlanta Icelandic as a Boeing 747 Instructor, a B-767 Flight Safety Officer and a Captain ( ); by National Airlines as a Boeing 757 Captain (2001); by Express One International as a Boeing 727 First Officer ( ); by Ameristar Jet Charter as a Falcon 20 Captain and a Learjet 20 Series First Officer ( ); by IFL Group, Inc., as a First Officer ( ), and by Systec 2000 as a Cessna 310 Captain. Mr. Stuart E. Coots is the Director of Maintenance of Sky Lease. He joined Sky Lease in 2008 after serving in the same position with TradeWinds since Prior to this, he was employed at Express.Net Airlines, Inc., as Director of Maintenance ( ), at Trans Continental Airlines as Vice President of Maintenance ( ), at American International Airways/Kitty

5 5 Hawk International as Assistant Director of Maintenance ( ), and at American International Airways as Maintenance Control Manager and Maintenance Control Supervisor ( ). Mr. Robert Dexter is Sky Lease s Director of Quality Control. Prior to this, he served in the same capacity with TradeWinds ( ). Mr. Dexter has over 35 years of experience in the aviation industry, having begun his career in 1969 with British Aerospace, working in all departments related to aircraft manufacturing ( ). He has, since then, held numerous aviation-maintenance related positions with several companies, including Fields Aircraft Services ( ), Cranfield Institute of Technology Flight Department ( ), Cargolux Airlines (1979), Mozambique Airlines (1987), and Gemini Air Cargo ( ). Mr. Charles V. Hopkins is the Director of Purchasing of Sky Lease. He served as TradeWinds Director of Purchasing for two years before joining Sky Lease in Before joining TradeWinds in 2008, Mr. Hopkins was employed by U.S. Airways for approximately 17 years, serving in various positions, including Director of Material Services/Service Recovery, Manager of Inventory Management, Manager Material Sales, and Supervisor-Stores Instructor. Prior to this, he was employed by Piedmont Airlines for approximately 10 years serving as Branch Manager of Surplus Sales and Senior Buyer in the Business Aircraft Division. In view of the experience and background of the applicant s key personnel, we conclude that Sky Lease s management team possesses the managerial skills and technical ability to conduct its proposed service. Operating Plans and Financial Condition If the requested transfer is approved, Sky Lease intends to retain approximately 75 employees of TradeWinds, including about 24 pilots, and continue the interstate and foreign cargo services previously provided by TradeWinds. Sky Lease proposes to provide this service operating six Airbus A-300-B4 aircraft, the same aircraft used by TradeWinds in its cargo operations, using the trade names TradeWinds and/or TradeWinds Airlines. 8 In evaluating a new entrant applicant s financial fitness, the Department generally asks that a company have available to it resources sufficient to cover all pre-operating costs plus a working capital reserve equal to the operating costs that would be incurred in three months of normal certificated operations. The pre-operating expenses incurred by Sky Lease are those associated with the purchase of TradeWinds assets, which the Joint Applicants contend will be funded by Mr. Rey. Regarding its projected first-year expenses associated with its proposed operations, Sky Lease anticipates incurring expenses totaling approximately $8.26 million. We have reviewed the company s projected expenses and believe them to be reasonable. Based on this forecast, we estimate that Sky Lease will need approximately $2.1 million, which is one-fourth of its first-year expense forecast. 8 We acknowledge Sky Lease s registration of the trade names TradeWinds and TradeWinds Airlines under 14 CFR Part 215.

6 6 In support of its ability to fund its proposed operations, the Joint Applicants state that Mr. Rey will provide the initial working capital to fund the ongoing operations and additionally, other resources of Mr. Rey s, including those of Centurion, will be available to support the future capital needs of Sky Lease. The Joint Applicants filed a consolidated balance sheet and income statement for Centurion evidencing the company s ability to provide financial support to Sky Lease. These documents indicate that Centurion s operations have been profitable and that its current financial position is good. Specifically, as of June 30, 2008, Centurion had total stockholders equity of $35.4 million, current assets of $78.8 million and current liabilities of $48.6 million, giving the air carrier a positive working capital of $30.2 million, and a current ratio of 1.62:1. In addition, Centurion s income statement for the six-months ending June 30, 2008, showed the air carrier earned net income of $30.5 million on revenues of $237.6 million. In light of the above, we conclude that Sky Lease will have access to sufficient financial resources to enable it to commence its proposed operations without posing an undue risk to consumers or their funds. Compliance Disposition Sky Lease states that there are no actions or outstanding judgments against it or its key personnel, nor have there been any charges of unfair, deceptive or anti-competitive business practices, or of fraud, felony or antitrust violations brought against any of these parties in the past ten years. The applicant also states that there are no pending investigations, enforcement actions, or formal complaints filed by the Department against it or its key personnel with respect to compliance with the Transportation Code or the Department s regulations. Furthermore, a review of our records and other material available to us has uncovered no information that reflects negatively on Sky Lease or any of its key personnel. In light of these circumstances, we conclude that Sky Lease has the proper regard for the laws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards and that it will follow acceptable consumer relations practices. CITIZENSHIP Section of the Transportation Code requires that certificates to engage in air transportation be held only by citizens of the United States as defined in 49 U.S.C (a)(15). That section requires that a corporation be organized in the United States, that the president and two-thirds of the Board of Directors and other managing officers be U.S. citizens and that at least 75 percent of the outstanding voting interest be owned by U.S. citizens, and that the corporation be under the actual control of citizens of the U.S. As stated previously, Sky Lease, a corporation organized under the laws of the State of Florida, is wholly owned by Mr. Alfonso Rey, a U.S. citizen, who also serves as the company s owner and sole director. Moreover, Sky Lease s President, Mr. Jeff Conry, all of its other key personnel, with the exception of Mr. Robert Dexter, a U.K. citizen, and Mr. Boris van Lier, a

7 7 Dutch citizen, are each U.S. citizens. Furthermore, the company has provided an affidavit attesting that it is a citizen of the United States within the meaning of the Transportation Code and that U.S. citizens actually control Sky Lease. Finally, we have found nothing in the record to suggest otherwise. Based on the above, we conclude that Sky Lease is a citizen of the United States and is fit, willing, and able to conduct the domestic and foreign all-cargo operations proposed, subject to conditions. PUBLIC INTEREST Section of the Statute permits the Department to approve a certificate transfer if it finds that the transfer is consistent with the public interest. The primary decisional criteria in determining the public interest are whether the acquiring entity is a U.S. citizen and will be fit to hold the certificate authority. Moreover, section 41105(b) requires the Department to analyze the impact of the transfer on the viability of the air carrier applicants, competition in the domestic airline industry, and the trade position of the United States in the international air transportation market. We find the proposed transfer warrants approval under the decisional criteria of section As an initial matter, we find that Sky Lease is a U.S. citizen and that it is fit, willing, and able to conduct domestic and foreign all-cargo operations as a U.S. certificated air carrier. In addition, we find that approval of this transfer is in the public interest because it will allow the continuation of air transportation currently provided by TradeWinds and result in a financially viable air carrier with access to significant new financial resources. Moreover, we find that the proposed transfer will not have a negative impact on competition in the domestic aviation industry since the transfer will result in the substitution of one air carrier for another with no reduction in the number of U.S. air carrier competitors, and that the transfer will not weaken the trade position of the United States in the international air transportation market, but rather strengthen the U.S. presence in international markets by facilitating the continuation of foreign all-cargo air transportation. CERTIFICATE CONDITIONS AND LIMITATIONS While we are making the domestic all-cargo certificate and exemption authority transferred here effective immediately, Sky Lease s ability to conduct its proposed all-cargo operations under these authorities remains subject to our receipt of evidence that Sky Lease has been certificated by the FAA to engage in the subject operations and a fully executed OST Form 6410 evidencing liability insurance coverage that meets the requirements of section 205.5(b) of our rules. We remind Sky Lease of the requirements of 49 U.S.C (e). Specifically, that section requires that, once an air carrier is found fit initially, it must remain fit in order to hold its authority. To be assured that U.S. certificated air carriers continue to be fit after effective authority has been issued to them, we require that they supply information describing any subsequent substantial changes they may undergo in areas affecting fitness. Therefore, should

8 8 Sky Lease proposes substantial changes in its ownership, management, or operations, it must first comply with the requirements of section of our rules. 9 Moreover, our finding of fitness for Sky Lease is based on the operating plans described in its application, namely, performing all-cargo air transportation with six large aircraft. 10 Were Sky Lease to propose to expand its operations to include additional large aircraft, our fitness findings, particularly involving the adequacy of Sky Lease s management and financial resources, might no longer apply. Therefore, should Sky Lease desire to operate additional large aircraft, it must first provide the Department with at least 45-days advance notice of such plans and provide updated information establishing its fitness for such expansion. 11 The compliance of the company with this requirement is essential if we are to carry out our responsibilities under section 41110(e). 12 Further, our findings do not pertain to Sky Lease s fitness to conduct passenger operations. Therefore, the passenger authority currently contained in TradeWinds interstate and foreign charter certificates will not be transferred to Sky Lease. Instead, we will cancel that authority. Finally, to aid the Department in monitoring the fitness of new air carriers, we ask that all newly certificated air carriers submit a detailed progress report within 45 days following the end of the first year of certificated operations, to the Air Carrier Fitness Division. The report should include a description of the air carrier s current operations (number and type of aircraft, principal markets served, total number of full-time and part-time employees), a summary of how these operations have changed during the year, a discussion of any changes it anticipates from its current operations during its second year, current financial statements, 13 and a listing of current senior management and key technical personnel. The air carrier should also be prepared to meet with staff members of the Fitness Division to discuss its current and future operations. 9 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its operations, ownership, or management, and to determine what additional information, if any, will be required under section In addition, by notice dated July 21, 1998, the Department requested air carriers to provide a 30-day advance notification of any proposed change in ownership, restructuring, or recapitalization. If the air carrier fails to file this updated information or if the information fails to demonstrate that the air carrier will continue to be fit upon implementation of the substantial change, the Department may take such action as is appropriate, including enforcement action or steps to modify, suspend, or revoke the air carrier's commuter authority. 10 A large aircraft is defined as any aircraft with an original design capacity of more than 60 passenger seats or an 18,000 pound payload. 11 The Department adopted its policy of imposing fleet restrictions pursuant to the recommendations of the FAA 90-day safety review, issued September 16, 1996, to facilitate appropriate monitoring of individual air carriers growth. See, e.g , , , and We also remind Sky Lease about the requirements of section of our rules. This section provides, among other things, that (1) if the company ceases all operations for which it was found fit, it may not resume such operations unless its fitness has been redetermined, and (2) if the company does not resume operations within one year of its cessation, its authority shall be revoked for dormancy. 13 These financial statements should include a balance sheet as of the end of the company s first full year of actual certificated operations and a twelve-month income statement ending that same date.

9 9 ACCORDINGLY, 1. We find that Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines is fit, willing, and able to engage in domestic and foreign all-cargo air transportation, subject to conditions. 2. We transfer to Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines the domestic all-cargo certificate issued to TradeWinds Airlines, Inc., by Order , in the form and subject to the Terms, Conditions, and Limitations attached We transfer to Sky Lease I, Inc. d/b/a TradeWinds Airlines d/b/a TradeWinds the exemption authority issued to TradeWinds Airlines, Inc., by Notice of Action Taken, dated January 24, 2007, authorizing scheduled foreign air transportation of property and mail between a point or points in the United States, via intermediate points, to a point or point in Columbia and beyond. 4. We revoke the certificate of public convenience and necessity issued to TradeWinds Airlines, Inc., by Order authorizing it to engage in interstate charter air transportation of persons, property, and mail We dismiss as moot the application filed by Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines and TradeWinds Airlines, Inc., in Docket DOT-OST , for a pendente lite exemption from 49 U.S.C Should Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines propose to conduct operations with more than six large aircraft, we direct it to notify the Department in writing at least 45 days prior to the proposed change in operations and demonstrate its fitness to conduct such operations before their commencement. 7. We direct Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines to submit to the Air Carrier Fitness Division a first year progress report within 45 days following the end of its first year of certificated operations We acknowledge the registration by Sky Lease I, Inc., of the trade names TradeWinds and TradeWinds Airlines. 14 By this order, we transfer only the domestic all-cargo certificate to Sky Lease. Issuance of a foreign all-cargo certificate to the company is subject to Presidential review under 49 U.S.C and will be handled in a separate order. 15 By this order, we revoke the certificate authorizing interstate charter air transportation of persons, property, and mail. Revocation of TradeWinds certificate authorizing foreign charter air transportation of persons, property, and mail is subject to Presidential review under 49 U.S.C and will be handled in a separate order. 16 The report shall include a description of the air carrier s current operations (number and type of aircraft, principal markets served, total number of full-time and part-time employees), a summary of how these operations have changed during the year, a discussion of any changes it anticipates from its current operations during its second year, current financial statements, and a listing of current senior management and key technical personnel.

10 10 9. We will serve a copy of this order on the persons listed in Attachment A. By: MICHAEL W. REYNOLDS Acting Assistant Secretary for Aviation and International Affairs An electronic version of this document is available on the World Wide Web at:

11 Certificate of Public Convenience and Necessity for Interstate Air Transportation This Certifies That SKY LEASE I, INC. d/b/a TRADEWINDS d/b/a TRADEWINDS AIRLINES is authorized, subject to the provisions of Subtitle VII of Title 49 of United States Code, the orders, rules, and regulations issued thereunder, and the attached Terms, Conditions, and Limitations, to engage in interstate air transportation of property and mail. This Certificate is not transferable without the approval of the Department of Transportation. By Direction of the Secretary Issued by Order On September 19, 2008 Effective on September 19, 2008 Michael W. Reynolds Acting Assistant Secretary Aviation and International Affairs

12 Terms, Conditions, and Limitations Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines Attachment As reissued by Order is authorized to engage in interstate air transportation of property and mail between any point in any State, territory, or possession of the United States or the District of Columbia, and any other point in any of those entities. This authority is subject to the following provisions: (1) The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department of Transportation for the services authorized by this certificate, and with such other reasonable terms, conditions, and limitations as the Department of Transportation may prescribe in the public interest. (2) The holder is not authorized to carry passengers (other than cargo attendants accompanying freight shipments). (3) The holder's authority under this certificate is effective only to the extent that such operations are also authorized by the Federal Aviation Administration (FAA), and comply with all U.S. Government requirements concerning security, including, but not limited to 49 CFR Part (4) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C (a)(15). (5) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 205. Failure to maintain such insurance coverage will render a certificate ineffective, and this or other failure to comply with the provisions of Subtitle VII of Title 49 of the United States Code or the Department's regulations shall be sufficient grounds to revoke this certificate. This certificate, last reissued by Order , is being reissued to reflect the transfer of this authority from TradeWinds Airlines, Inc., to Sky Lease I, Inc. d/b/a TradeWinds d/b/a TradeWinds Airlines. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served.

13 2 (6) The holder is authorized to conduct charter flights in interstate and/or foreign air transportation in accordance with the provisions of 14 CFR 212. (7) Should the holder propose any substantial change in its ownership, management, or operations (as defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR (8) In the event that the holder does not commence actual flying operations under this certificate within one year of the date of the Department's determination of its fitness, its authority shall be revoked for dormancy, unless the holder is conducting operations under another type of certificate authority. Further, in the event that the holder commences operations for which it was found "fit, willing, and able" and subsequently ceases all such operations, its authority under all certificates held shall be suspended under the terms of 14 CFR and the holder may neither recommence nor advertise such operations unless its fitness to do so has been redetermined by the Department. Moreover, if the holder does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

14 Attachment A msinick@ssd.com nssparks@fedex.com kevin.montgomery@polararicargo.com lhalloway@crrowell.com bill@mietuslaw.com sascha.vanderbellen@nwa.com efaberman@wrf.com dvaughan@kelleydrye.com jrichardson@johnlrichardson.com rsilverberg@sgbdc.com Clay.Moritz@dot.gov probinet@arrowcargo.com jonathan.blank@klgates.com john@mietuslaw.com markatwood@sherblackwell.com mlbenge@zsrlaw.com esauer@ssd.com rpommer@atlasair.com lachter@starpower.net charles.k.brosdal@faa.gov SERVICE LIST FOR SKY LEASE I, INC. and TRADEWINDS AIRLINES, INC.