U.S. Department of Transportation Office ofthe Secretary ofTransportation



### March 11,2014
Mr. John Mietus LawOffices ofJohn Mietus LLC 6701 Democracy Blvd Suite 300 Bethesda, MD 20817 

### lr. 'C ". :"1 ; I --, I,. i , .,!J ·• ,,\ , 0**~-** -r·**-~** I 1200 NewJerseyAvenue SE Washington DC 20590



### RE: Dockets DOT-OST-2014-0012/13, Application ofEastern Air Lines Group, Inc. for a Certificate OfPublicConvenience and Necessity
Dear Mr. Mietus: We are currently reviewing the certificate application of Eastern Air Lines Group, Inc. ("Eastern"), in Dockets DOT-OST-2014-0012/13 requesting authority to engage in interstate and foreign charter air transportation ofpersons, property, and mail.
The purpose ofthis letter is to notify you ofour intended ruling on your request for confidential treatment ofdocuments filed in support ofthe referenced application. Eastern filed motions on January 24, July 18, and October 27, 2014, and January 21, 2015, requesting that the following material be considered for confidential treatment under 14 CFR 

### § 302.12 (Rule 12) ofour rules to withhold from public disclosure: January 24, 2014 1. ExhibitA: FAALicenseNumbers 2. Exhibit B: Private PlacementMemorandum 3. Exhibit C: Forecastpre-operating costs and revenues July 18, 2014 4. ExhibitD: VV-DC Eastern Investments LLC Agreement 5. Exhibit E: Preferred Stock SubscriptionAgreement between VV-DC and Eastern 6. ExhibitF: Senior Secured Note/Line of Credit Agreement between VV-DC and Eastern 7. Exhibit G: Goldman Sachs letter confirming availability offunds 8. Exhibit H: Amended SubscriptionAgreement and Private PlacementMemorandum 9. Exhibit I: FAA LicenseNumbers
October27, 2014 10. ExhibitJ: InvestorList January 21,2015 11. Exhibit K: AircraftLease agreement2

12. Exhibit L: Second Amended Warrant Agreement between Eastern and New Eastern AirLines, Inc. 13. Exhibit M: Warrant Agreement letters from Credit Agricole and Raymond James & Associates, Inc. · 14. Exhibit N: Board Resolution and proposed Employee Stock Incentive Plan 15. Exhibit 

### 0: Updated First Year Revenue forecast
In support ofits request Eastern states that the information at issue meets the requirements for exemption .from public disclosure under the Freedom of Information Act, 5 U.S.C. Section 552(b)(4), and provided examples ofDepartment precedent regarding confidential treatment of similardocuments.
Rule 12 instructs us to evaluate requests for confidential treatment by the standards ofdisclosure found in the Freedom ofInformation Act (5 U.S.C. section 552). Information may be withheld from disclosure under 5 U.S.C. 552(b)(4) ifit is (1) commercial or financial, (2) obtained from a person outside ofgovernment, and (3) privileged or confidential 

### (Gulfand Western Industries, Inc. v. UnitedStates:615F.2d 527,529 (D.C. Cir. 1979)). There is no question that the information for which Eastern seeks confidential treatment is financial or commercial in nature and that it was obtained from a person outside the government. The remaining question is whether .the information is privileged or confidential--whether "disclosure ofthe information is likely to have either ofthe following effects: (1) impair the Government's ability to obtain necessary information; or (2) cause substantial harm to the competitive position from whom the information was obtained" 

### (National Parks and Conservation Association v. Morton, 498 F.2d 765,770 (D.C. Cir.l974)). Further, to be privileged or confidential, the information must not be ofthe type that is usually released to the public 

### (Gulf and Western Industries, Inc. v. United States, 615F.2d 527,530 (D.C. Cir. 1979)). We have reviewed the material submitted and have decided to grant confidential treatment for some, but not all, ofthe information for which suchtreatment is sought. Absent extenuating circumstances, it is not the Department's practice to withhold from public disclosure information regarding an applicant's historical or projected financial statements; preoperating and first-year operating expense forecasts; proposed operating plans and related statistics. Moreover, Eastern provided a non-confidential version ofits start-up forecast on both July 18 and October 27, 2014. Therefore, we have decided to partially deny Eastern's request to withhold Exhibits C and 

### 0 from public disclosure. More specifically, confidential treatment is being denied to the following portions ofExhibits C and 0:. 1. Start up Costs spreadsheet 2. Balance Sheet forecast 3. Key Assumptions Page a. Cockpit Crewincluding Expenses b. Cabin Crewincluding Expenses However, the Department will generally grant confidential treatment to information pertaining to contractual agreements and negotiations, as well as detailed**bus~ness** plans that disclose an applicant's competitive strategy, proposed fares, or projected revenues for planned routes.**..,~·** ......:

- LI' I3

Therefore, we will grant Eastern's request to withhold from public disclosure the following portions ofExhibitC and0: 4. Income Statement a. Revenue perBlock Hour b. Total Revenue c. Pre-Interest Profit and Loss d. NetProfit and Loss 5. Key Assumptions Page a. ACMI BlockHourcharge rate Additionally, we will grant confidential treatment to Exhibits B, D, E, F, H, K and L. The Department has, in the past, granted confidential treatmentto this type ofinformation. Regarding Exhibits A and I, FAA license numbers, we grant confidential treatment. The Departmenthas, in the past, grantedconfidential treatmentto this type ofinformation. Regarding Exhibit J, the list of private investors, it is not the Department's practice to withhold from public disclosure information regarding an applicant's ultimate ownership. In .this case, Eastern has identified those individuals with ownership interests ofmore than 10 percent and we note that our rules do not require the reporting of ownership information of those interests with less than 10 percent. Therefore we will grant confidential treatment to Exhibit Jto the identity ofthe owners listed who individuallyown less than 10 percentofEasterninterests. Concerning Exhibit G, upon request ofthe Department, Eastern filed an unredacted copy in the public docket on October 27, 2014. The applicant's request for confidential treatment ofthese exhibits,therefore, ismoot. Under Rule 12;the information identified above for which confidential treatment is not granted, will be released to any person requesting it unless, within 5 (business) days from the date ofthe receipt ofthis letter, the applicant files with this office a petition for reconsideration or a written statement in good faith ofits intent to seekjudicial review ofthis decision. Please inform us if Eastern wishes to pursue either option. Ifreconsideration orjudicial review ofthis decision is not sought, Eastern shouldimmediatelyresubmit to the appropriate docket in this proceeding, the exhibit for placementonthe public record.
In the meantime, as is the Department's practice, further processing ofyour application will be deferred pending receipt ofthis material. Thank you for your cooperation in this matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact Katy O'Tooleofmy staffat (202) 366-9998 orvia email at Catherine.O'Toole@dot.gov. Sincerely,

Lauraly J. o Chief, · CarrierFitness Division Office ofAviation Analysiscc: Docket DOT-OST-2014-0112/13

Mr. Edward J. Wegel President and CEO EasternAir Lines Group, Inc. Miami International Airport Miami FL 33142

Mr. Pat McLaughlin Mr. Brian Karns Federal Aviation Administration South FloridaCMO 4