rhoades aviation, inc. d/b/a transair supplement and … · rhoades aviation, inc. d/b/a transair...

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BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of

RHOADES AVIATION, INC.

d/b/a TRANSAIR

for a certificate of public convenience and necessity

to engage in interstate charter air transportation of

persons, property and mail under 49 U.S.C. § 41102

)

)

)

)

)

)

)

)

)

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Docket DOT-OST-2011-0216

RHOADES AVIATION, INC. D/B/A TRANSAIR

SUPPLEMENT AND AMENDMENT TO APPLICATION

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Communications with respect to this document should be addressed to:

Teimour Riahi

Chief Executive Officer


d/b/a TRANSAIR

100 Iolana Place

Honolulu, HI 96819

+1 808 833 5557 (telephone)

+1 808 833 5288 (facsimile)

[email protected]

Robert E. Cohn

Patrick R. Rizzi

HOGAN LOVELLS US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

+1 202 637 4999 / 5659 (direct dial)

+1 202 637 5910 (facsimile)

[email protected]

[email protected]

Counsel for


d/b/a TRANSAIR

July 24, 2012

NOTICE: Any person may support or oppose this supplement and amendment by

filing an answer and serving a copy of the answer on the persons listed

above and on all persons served with the application. The due date for

answers is August 14, 2012.

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TABLE OF CONTENTS AND SUBJECT INDEX

Exhibit/Page No.

SUPPLEMENT AND AMENDMENT ............................................................................ p. 1Introduction ............................................................................................................. p. 1Updated Fitness Information ................................................................................... p. 3

VERIFICATION

CERTIFICATE OF SERVICE

EXHIBIT LIST

EXHIBITS RDS-1 THROUGH RDS-11

14 CFR § 204.3 AND RELATED SUBJECT INDEX

§ 204.3(a) .................................................................................................Supplement, p. 3§ 204.3(b) .................................................................................................Supplement, p. 3§ 204.3(c) .................................................................................................Supplement, p. 3§ 204.3(d) ........................................................................ Supplement, p. 3; Exhibit RDS-1§ 204.3(e) ........................................................................ Supplement, p. 4; Exhibit RDS-2§ 204.3(f) ......................................................................... Supplement, p. 4; Exhibit RDS-3§ 204.3(g) .................................................................................................Supplement, p. 6§ 204.3(h) .................................................................................................Supplement, p. 6§ 204.3(i) ..................................................................................................Supplement, p. 6§ 204.3(j) ..................................................................................................Supplement, p. 6§ 204.3(k) ........................................................................ Supplement, p. 7; Exhibit RDS-4§ 204.3(l) ..................................................................................................Supplement, p. 7§ 204.3(m) ................................................................................................Supplement, p. 7§ 204.3(n) ........................................................................ Supplement, p. 6; Exhibit RDS-5§ 204.3(o) .................................................................................................Supplement, p. 7§ 204.3(p) .................................................................................................Supplement, p. 7§ 204.3(q) .................................................................................................Supplement, p. 7§ 204.3(r) ..................................................................................................Supplement, p. 8§ 204.3(s) ........................................................................ Supplement, p. 9, Exhibit RDS-6§ 204.3(t) .......................................Supplement, p. 10; Exhibits RDS-7, RDS-8 and RDS-9§ 204.3(u) .....................................................................Supplement, p. 12; Exhibit RDS-10§ 204.3(v) ........................................................................... Supplement, p. 12; Verification

Family Assistance Plan Filing .................................................................Supplement, p. 12Certificate of Insurance.................................................Supplement, p. 12; Exhibit RDS-11

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BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of


d/b/a TRANSAIR

for a certificate of public convenience and necessity

to engage in interstate charter air transportation of

persons, property and mail under 49 U.S.C. § 41102

)

)

)

)

)

)

)

)

)

)

Docket DOT-OST-2011-0216

July 24, 2012

RHOADES AVIATION, INC. D/B/A TRANSAIR

SUPPLEMENT AND AMENDMENT TO APPLICATION

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Rhoades Aviation, Inc. d/b/a Transair (“Rhoades” or the “Applicant”) hereby

supplements and amends the Application for a Certificate of Public Convenience and

Necessity filed by its sister carrier Trans Executive Airlines of Hawaii, Inc. d/b/a Transair

(“Trans Executive”) dated November 23, 2011, to reflect a recent corporate restructuring

and the updated and revised plans by the two commonly-owned air carriers in connection

with intra-Hawaii air transportation that will be offered under the “Transair” brand.

Trans Executive and Rhoades have undergone corporate restructurings. On

February 24, 2012, the owners of Trans Executive and Rhoades - Teimour Riahi and his

wife Marjan Azimi - formed a new holding company called Transair Holdings Inc.

(“Transair Holdings”), organized under the laws of the State of Hawaii, which became the

parent holding company of both Trans Executive and Rhoades. Rhoades is a Part 121 air

Rhoades Aviation, Inc. d/b/a Transair

Supplement and Amendment

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carrier acquired by Mr. and Mrs. Riahi.1 Under the common ownership structure, Trans

Executive will continue to conduct small aircraft passenger and all-cargo operations using

its Short SD3-60 turboprops under its existing Part 298 air taxi authority and Rhoades will

introduce the Boeing 737-200 C all-cargo operations described in Trans Executive’s

original application, subject to the Department’s issuance of a Certificate of Public

Convenience and Necessity. Thus, as a consequence of the corporate restructuring,

Rhoades is now the applicant in this fitness determination proceeding but enjoys the

financial and managerial resources of the Transair Holdings group, including Trans

Executive, to support it.

For the sake of administrative efficiency, the Department should accept this filing

as a Supplement and Amendment to the pending application of Trans Executive. Given

the common ownership and substantial overlap of operating plans and fitness information

already provided and reviewed by the Department in this proceeding that now apply to

Rhoades, accepting this filing will greatly minimize the need to submit and review

redundant fitness information. Trans Executive does not currently seek authority to

provide scheduled inter-island passenger service, meaning it will remain an air taxi

operator, and a distinct DOT fitness determination pertaining to Trans Executive will not

be necessary at this time.

The highest priority for Transair Holdings remains the expansion of Transair’s

inter-island all-cargo business to include services with Boeing 737-200 C freighter aircraft.

These services will be operated by Rhoades d/b/a Transair, which, until recently, has

1Rhoades, an Indiana corporation, was acquired on January 5, 2012 by TM Financial Corporation

(“TM Financial”), a company jointly owned and controlled by Mr. and Mrs. Riahi. As part of the

corporate reorganization, TM Financial merged into Rhoades, with Rhoades being the surviving

company, and became a wholly owned subsidiary of Transair Holdings.



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provided supplemental all-cargo services using a Convair CV-640 under its FAA Part 121

authority and DOT air taxi registration.2 Thus, in order to provide service using the Boeing

737-200 C freighter aircraft, Rhoades requires issuance of a Certificate of Public

Convenience and Necessity to engage in interstate charter air transportation of property

and mail. Pursuant to 14 C.F.R. Part 215, Rhoades also requests the inclusion of the

“Transair” trade name on its Certificate of Public Convenience and Necessity.

As a result of the Transair Holdings corporate restructuring, the large all-cargo

aircraft financial fitness and managerial competence information submitted with

Trans Executive’s initial application remains substantially unchanged and directly relevant

to Rhoades’ proposed services. Updated and additional fitness information pertaining to

Rhoades is as follows:

1. § 204.3(a), (b), (c) & (d): Rhoades is a privately held corporation organized

under the laws of the State of Indiana on August 21, 1968. On January 5, 2012, Rhoades

was acquired by TM Financial, a Nevada company owned and controlled by Mr. and Mrs.

Riahi. As part of the above-described corporate restructuring, TM Financial merged into

Rhoades, with Rhoades becoming the surviving company. Enclosed as Exhibit RDS-1 is

a Certificate of Existence from Indiana’s Secretary of State, along with a Certificate of

Assumed Business Name, reflecting that Rhoades will be doing business as Transair.

Rhoades’ principal business address, telephone/fax numbers, and e-mail address are as

follows:

2The Convair CV-640 meets the definition of “small aircraft” under 14 C.F.R. § 298.2. Rhoades

recently suspended its service with the Convair to refocus its resources on the Boeing 737-200 C

operations.



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d/b/a Transair

100 Iolana Place

Honolulu, HI 96819

+1 808 833 5557 (telephone)

+1 808 833 5288 (facsimile)

[email protected]

2. § 204.3(e): Enclosed as Exhibit RDS-2 is an Affidavit of United States

Citizenship, reflecting that Rhoades, like Trans Executive, is a citizen of the United States

as defined in 49 U.S.C. § 40102(a)(15). All of Rhoades’ stock is owned by Transair

Holdings, which is jointly owned (50/50) by Mr. and Mrs. Riahi, both of whom are U.S.

citizens. Teimour Riahi is Rhoades’ CEO and Marjan Azimi is its President. The

Applicant’s other officers and key personnel are all U.S. citizens. See also updated

responses to § 204.3(f) and (g), below, and Exhibit RDS-3.

3. § 204.3(f): The key personnel and directors of Rhoades are or will be as

follows:

Teimour Riahi, Chief Executive Officer & DirectorMarjan Azimi, President, Chief Financial Officer & DirectorRaja Segaran, General ManagerTracy Reasoner, Vice President Cargo OperationsDonald A. Whitcomb, Director of OperationsJames D. Davis, Director of SafetyRobert E. Rust, Jr., Chief PilotThomas Andino, Director of MaintenanceDavid Olson, Chief Inspector

Fitness questionnaires and resumes for Mr. and Mrs. Riahi, Raja Segaran,

and Tracy Reasoner were provided within Exhibit MUI-4 of Trans Executive’s original

application.3 These individuals will serve in executive leadership roles for both Rhoades

3The Applicant wishes to make one correction to Marjan Azimi’s resume: for Kaiser Permanente

she was promoted to a senior auditor position and not the head of the internal audit department.



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and Trans Executive given that the managerial decisions and overall operations of both

carriers will be closely coordinated. Fitness questionnaires and resumes for the remaining

key personnel listed above are set forth as Exhibit RDS-3. Each is a U.S. citizen and is

well qualified for the listed position(s).

Don Whitcomb was hired by Rhoades on April 15, 2012 as Chief Pilot and

was recently appointed Director of Operations. He is an experienced B737 and B727 pilot

with over 20 years of aviation and airline experience, primarily in pilot and management

roles with ATA Airlines (previously known as American Trans Air), including as a Boeing

737-800 Fleet Manager, a System Chief Pilot, and most recently, Director of Operations.

James Davis is Rhoades’ Director of Safety, a position he has held since

2000. He first started with Rhoades as a mechanic in 1977, and subsequently served as

a line service manager, flight follower, and flight operations manager, providing a solid

foundation for his current role as Director of Safety.

Robert Rust started as a captain for Rhoades in September 2010 and has

been a check airman since May 2011. He was recently appointed Chief Pilot. He has

logged 11,000 hours of flight time on DC-3, DC-4, BA-3100, Fokker F-27 and CV-640

aircraft for Part 121 and Part 135 operators.

Thomas Andino has been appointed as Rhoades’ Director of Maintenance,

effective August 1, 2012. He is an extremely well-qualified and experienced maintenance

technician and supervisor with over 24 years of aviation and airline experience. He has

performed maintenance and management duties for a variety of airlines, including Director

- Maintenance Operations for Spirit Airlines, Director - Aircraft Maintenance for Virgin

America, and Manager - Aircraft Maintenance for JetBlue Airways.



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David Olson has been appointed as Rhoades’ Chief Inspector, effective

August 1, 2012. He has a solid background in aviation maintenance, starting as a

technician in 1988 and obtaining his A&P certificate in 1993. He served as Quality

Assurance Inspector and Maintenance Programs Manager for Ryan International Airlines

for 10 years and Maintenance Programs manager for Omni Air International for one year.

For the past 3 years, Mr. Olson has served as Chief Inspector for Evergreen International

Airlines.

None of the key personnel directly hold shares in Rhoades. As explained

in response to § 204.3(g) below, Rhoades is a wholly-owned subsidiary of Transair

Holdings, which is jointly owned by Teimour Riahi and his wife, Marjan Azimi.

4. § 204.3(g), (h) & (i): The sole shareholder of Rhoades is Transair

Holdings.4 Transair Holdings is entirely owned by Teimour Riahi and Marjan Azimi, who

are U.S. citizens. Each owns 50% of the issued and outstanding shares of common stock

of Transair Holdings. Teimour Riahi is President and Marjan Azimi is Vice-President,

Secretary and Treasurer of Transair Holdings, and both serve as its Directors.

Rhoades has no subsidiaries. Rhoades will conduct its intra-Hawaii airline

business under the trade name “Transair.” Rhoades neither holds shares of stock in, nor

exercises control of, any other air carrier, foreign air carrier, common carrier, or person

substantially engaged in the business of aeronautics.

5. § 204.3(j) & (k): Rhoades’ shares are not publicly traded. Although

Rhoades has a 40-year operating history, it was acquired by Mr. & Mrs. Riahi on

January 5, 2012, and was recently reorganized under the Transair Holdings ownership

structure described above. Thus, its financial statements prior to the acquisition and

4Transair Holdings also owns 100% of the stock of Rhoades’ sister carrier Trans Executive.



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corporate restructure would not be relevant to this application. Rather, as the company

holding the airline-related activities of the two Transair carriers, the consolidated financial

statements of Transair Holdings are relevant. Transair Holdings’ consolidated financial

summaries for the period January-April 2012 are contained in Exhibit RDS-4. Financial

summaries of Rhoades’ sister carrier Trans Executive, which predated the formation of

Transair Holdings, for 2008-2010 and through the third quarter of 2011 were included in

the original application as Exhibit MUI-5, and a consolidated statement as of December 31,

2011 is included in Exhibit RDS-4.5

6. § 204.3(l), (m), (o), (p) & (q): There are no actions, outstanding judgments,

pending investigations, enforcement actions, formal complaints, charges, or aircraft

accidents or incidents pertaining to Rhoades to report. With regard to the Federal

Aviation Administration (“FAA”) enforcement case described in Trans Executive’s initial

application, Trans Executive continues to disagree with the allegations and is in

settlement discussions with the FAA. Separately, Trans Executive earlier this year

received from the FAA, and responded to, a Letter of Investigation addressing a

hazardous materials transportation incident.

7. § 204.3(n): Rhoades’ fleet will consist of one Boeing 737-200 C aircraft

and one Convair 640 (which is now out of service), as follows:

Type Reg. # Capacity

Boeing 737-2T4C N306AL 28,000 lbs. cargo payload

Convair 640-440D N587CA 16,000 lbs. cargo payload

5As with the financial summaries contained in Exhibit MUI-5 of Trans Executive’s original

certificate application, all additional financial summaries were prepared by Lorrie Ahn, CPA, who is

contracted to perform accounting work for the Transair Holdings companies.



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The Boeing 737 aircraft is owned by Trans Executive and is being leased

to Rhoades.6 The Convair is owned by Rhoades. Trans Executive purchased Boeing

737-2T4C bearing FAA Reg. #N306AL on January 25, 2012. The Convair was acquired

by TM Financial as part of the acquisition of Rhoades. As previously noted, TM Financial

merged with Rhoades and as a result Rhoades is the owner of the Convair aircraft.

Until recently, Rhoades operated the Convair under its Part 121 certificate

and its DOT air taxi registration. Rhoades intends to add Boeing 737-200 C inter-island

cargo service with Reg. #N306AL. The Applicant is working with the FAA to incorporate

this aircraft into its Part 121 supplemental operation and Operations Specifications.

Rhoades does not have any near term plans to add other aircraft to its fleet.

An Affidavit of Safety Compliance is included as Exhibit RDS-5 and a

revised affidavit will be filed after the FAA has incorporated the Boeing aircraft (Boeing

737-200 C, Reg. #N306AL) into Rhoades’ Part 121 operation.

For the reasons stated in Trans Executive’s initial application, no limits

should be placed on the number of small aircraft Rhoades may operate in all-cargo

service in light of the 30-year history of its sister carrier Transair in providing small-aircraft

operations. There is no reason for DOT to impose such limits on Rhoades in connection

with its small aircraft certificated operations. In terms of large aircraft operations,

Rhoades plans to operate only Boeing 737-200 C, Reg. #N306AL at this time.

8. § 204.3(r): Founded in 1968 by Jack L. Rhoades, the Applicant has a 40-

year history of providing safe and convenient all-cargo air transportation services from its

original base of Columbus Municipal Airport in Columbus, Indiana. On January, 5, 2012,

6As noted in Trans Executive’s original application, Trans Executive also owns Boeing 737-2B1C

bearing Reg. #N808TA. Trans Executive/Rhoades no longer plan to use that aircraft for Transair’s

cargo operations.



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Rhoades was acquired by TM Financial, which is jointly owned by Mr. and Mrs. Riahi, and

as a result of the corporate restructuring is now part of the Transair Holdings group.

Given Rhoades’ recent acquisition under the ownership and control of Transair Holdings

and the intention to operate it jointly with Trans Executive as a “Transair” branded inter-

island Hawaiian air carrier, the narrative history of Trans Executive, which was discussed

in detail in the original Application, remains germane to the Department’s fitness analysis.

Although Rhoades intends to limit its interstate large aircraft air

transportation services to points within the State of Hawaii, because there is no such

geographic limit in its Part 121 Operations Specifications, Rhoades seeks broad certificate

authority so that it has the flexibility to provide other interstate all-cargo services in the

future. Rhoades is also submitting a separate application for foreign charter certificate

authority to give it the flexibility to perform ad hoc charter flights in foreign air

transportation in the event it is asked to do so. Rhoades’ Operations Specifications

authorize it to conduct en route operations within multiple foreign areas, which could be

expanded in the future.

9. § 204.3(s): The Applicant has conducted its previous and current air taxi

operations pursuant to air taxi registrations filed with DOT/FAA. Its most recent air taxi

registration amendment is included as Exhibit RDS-6.7 In addition, Rhoades has long

held an FAA Air Carrier Certificate (No. JRAA338F), issued on April 22, 1971, and

reissued on May 17, 2012 as Certificate No. JRAA169N, as well as Operations

Specifications under 14 C.F.R. Part 121, which have been updated over the years

(previously, under both Part 135 and Part 121).

7Although Rhoades’ Convair 640 and a Cessna 402 passenger aircraft are listed on the air taxi

registration, Rhoades does not intend to continue service with these aircraft.



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In light of the addition of the Boeing 737-200 C to Rhoades’ fleet, Rhoades

has been diligently working with the FAA Indianapolis Flight Standards District Office

(FSDO) (which oversees Rhoades’ FAA certificate) to add this aircraft type to its Part 121

supplemental operations. Boeing 737-200 C Reg. #N306AL is currently located in

Indianapolis and the FAA’s inspection of the aircraft and Rhoades’ manuals has been

progressing very well. Following the acquisition of Rhoades in January, the FAA has also

monitored Rhoades’ Convair operations, which, until recently, have been conducted within

the State of Hawaii. It is Rhoades’ goal to add the Boeing 737-200 C to its Operations

Specifications by September 2012.

The names and telephone numbers of the Indianapolis FSDO Principal

Inspectors who have oversight of Rhoades and its proposed Boeing 737-200 C expansion

are as follows:

Mary Ballard, Principal Operations Inspector, +1 317 837 4470Jose Berrios, Principal Maintenance Inspector, +1 317 837 4472Eric S. Chapman, Principal Avionics Inspector, +1 317 837 4400Indianapolis Flight Standards District Office, FSDO-111201 Columbia Road, Suite 101Plainfield, IN 46168Phone: +1 317 837 4400Fax: +1 317 837 4423

10. § 204.3(t): Rhoades intends to commence operations with the Boeing 737

aircraft as soon as it obtains the necessary DOT and FAA authorities. Rhoades

anticipates that will occur around October 2012. Thus, an updated forecast balance sheet

and profit/loss statement for Rhoades’ operations with the single Boeing 737-200 C

aircraft for the year ending September 30, 2013 is included within Exhibit RDS-7. The

statements were prepared using an income tax basis of accounting. Rhoades’ proposed

services will complement, and function in coordination with, the Part 135 and air taxi



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operations of its affiliate carrier Trans Executive. Aside from the revised dates of

operation and single Boeing 737 proposal, the bases for and descriptions of its Boeing

737 projections and the associated business arrangements remain as set forth in Trans

Executive’s original application.

Rhoades meets the Department’s financial fitness test. As an existing

Part 121 operator that will rely on the efforts and investments already made by its sister

carrier Trans Executive and on the managerial and financial resources of its parent

Transair Holdings, Rhoades’ remaining direct pre-operating expenses to incorporate

Boeing 737-200 C services into its operation will be minimal. Transair Holdings has

already invested $322,250 in Rhoades’ Boeing 737-200 C pre-operating costs through

May 2012, and estimates that fully integrating these Boeing services into its operations

will involve additional pre-operating costs of approximately $427,350. See Exhibit RDS-8.

Projected costs for three months of normal operations will be approximately $623,936

(total annual expenses of $2,495,743 as set forth in Exhibit RDS-7 divided by four).

Transair Holdings has sufficient financial resources to cover these remaining pre-

operating costs and initial start-up costs, totaling approximately $1,051,286. As of April 30,

2012, Transair Holdings had current assets of $11.7 million, including $3.4 million in cash,

cash equivalents, and short-term investments. See Exhibit RDS-4. Moreoever, attached

as Exhibit RDS-9 is a letter from Central Pacific Bank confirming that a $2 million line of

credit has been extended to Transair Holdings and Trans Executive which, by itself,

significantly exceeds the 3-month financial fitness test. Transair Holdings will draw on this

line of credit to the extent necessary to support Rhoades’ launch of Boeing freighter

operations.



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11. § 204.3(u): A signed OST Form 4523 pertaining to Rhoades is provided as

Exhibit RDS-10 and will be submitted to Docket DOT-OST-1995-236.

12. § 204.3(v): The required Verification appears after the body of this

Supplement.

13. Family Assistance Plan. In accordance with the requirements of

49 U.S.C. § 41113(b), Rhoades will separately file a letter with DOT and the National

Transportation Safety Board stating that it will adopt the plan to address the needs of

families of passengers involved in aircraft accidents previously submitted by Trans

Executive in Docket DOT-OST-1996-1960.

14. Certificate of Insurance. A Certificate of Insurance on OST Form 6410

covering all aircraft in both Trans Executive’s and Rhoades’ fleet is provided as Exhibit

RDS-11. Rhoades will file amended Certificates of Insurance to the extent required.



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WHEREFORE, Rhoades Aviation, Inc. d/b/a Transair requests that the

Department promptly issue it a Certificate of Public Convenience and Necessity to engage

in interstate air transportation of persons, property and mail, and grant such other and

additional relief as the Department determines to be in the public interest.

Respectfully submitted,

__________________________________Robert E. Cohn

Patrick R. Rizzi

HOGAN LOVELLS US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

Counsel for


d/b/a TRANSAIR

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CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Supplement of Rhoades Aviation, Inc.

d/b/a Transair to Application of Transair for a Certificate of Public Convenience and

Necessity has been served this 24th day of July, 2012, upon the following persons:

Mary BallardPrincipal Operations InspectorIndianapolis Flight Standards District Office, FSDO-111201 Columbia Road, Suite 101Plainfield, IN 46168

_____________________________Jonathan Echmalian

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EXHIBIT LIST

Exhibit

Certificate of Existence and Certificate of Assumed Business Name ........................RDS-1

Affidavit of United States Citizenship ........................................................................RDS-2

Organizational Chart and Key Personnel Information ...............................................RDS-3

Financial Summaries ................................................................................................RDS-4

Affidavit of Safety Compliance ..................................................................................RDS-5

Air Taxi Registration .................................................................................................RDS-6

Forecast Balance Sheet and Profit and Loss Statement ...........................................RDS-7

Summary of Start-Up Costs/Pre-Operating Expenses ..............................................RDS-8

Line of Credit Confirmation .......................................................................................RDS-9

OST Form 4523......................................................................................................RDS-10

U.S. Air Carriers – Certificate of Insurance .............................................................RDS-11

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