BEFORE THE U.S. DEPARTMENTOFTRANSPORTATION OFFICE OFTHE SECRETARY WASHINGTON, D.C.

Jointapplication of SOUTHERN AIR INC. and FLORIDAWEST INTERNATIONALAIRWAYS, INC. forpendente lite exemption from the provisions of49 USC 

### § 41105 Docket DOT-OST-2015-

JOINTAPPLICATION OF SOUTHERN AIR INC. AND FLORIDAWEST INTERNATIONALAIRWAYS, INC. FOR

### PENDENTELITE EXEMPTION
Communicationswith respecttothis documentshould be addressedto: Aaron A. Goerlich Garofalo Goerlich Hainbach PC 1200New HampshireAvenue NW Washington DC 20036-6802 202 776-3974 agoerlich@ggh-airlaw.com CounselforSouthernAirInc. February 19, 2015 MarshallS. Sinick 1627 IStreet NW Suite 1100 Washington DC 20006 202 912-4842 sandysinick@gmail.com CounselforFlorida WestInternational Airways, Inc.

NOTICE: ANY PERSON WISHING TO SUPPORT OR OPPOSE THIS APPLICATION MAY FILE AN ANSWER BY MARCH 6, 2015, AND MUST SERVE THAT ANSWER ON ABOVE-NAMED COUNSEL AND ON ALL PERSONS SERVED WITH THIS APPLICATION. THE JOINT APPLICANTS WILL POLL ALL CARRIERS SERVED WITH THIS APPLICATION AND WILL REPORT THE RESULTS TO THE DEPARTMENT.

### Joint application of SOUTHERN AIR INC. and BEFORETHE U.S. DEPARTMENTOFTRANSPORTATION OFFICE OFTHE SECRETARY WASHINGTON, D.C.

FLORIDAWEST INTERNATIONALAIRWAYS, INC. Docket DOT-OST-2015- for

### pendentelite exemption fromthe provisions of49 USC§ 41105
JOINTAPPLICATION OF SOUTHERN AIR INC. AND FLORIDAWEST INTERNATIONALAIRWAYS, INC. FOR PENDENTELITE

### EXEMPTION Southern Air Inc. (Southern) and Florida West International Airways, Inc. (Florida West), pursuantto 49 USC§ 40109, request an exemption

### pendenteliteto allowcontinued operations by Southern and Florida West under their respective international authorities while under
common ownership, pending action by the Department on the 

### defacto certificate transfer application filed simultaneously with this application. In support ofthis application, Southern and Florida West (JointApplicants) state as follows: 

### FactualBackground 1. Florida West is wholly owned by Equipment Power, Inc. (EPI). Southern is wholly owned by Cargo 360, LLC (Cargo 360), which is wholly owned by WorldwideAir Logistics Group, Inc. (Worldwide). 1 

### As soon as possible afterthefilingofthis application, Worldwidewill acquire

In turn, Worldwide is wholly owned by Southern Air Holdings, Inc. {SAH). At present, EPI, Cargo 360, Worldwide and SAH are holding companies. All are citizens ofthe United States under 49 USC § 40102(a)(15), as are Southern and Florida West.all of the issued and outstanding stock of EPI from its sole owner, the Estate of Mansour Rasnavad. Upon closing of the acquisition, Southern and Florida West will be owned by the
same ultimate parent, SAH. There will be no change in SAH's ownership as a result of the transaction.2 While the Joint Applicants will be commonly owned, they will continue post-closing to operate as standalone carriers, each holding DOT and FAA authority and each continuingto be
run by a separate management team. Thus the transaction will involve no actual transfer of authority. Nevertheless, because the Department applies its 

### de facto certificate transfer doctrine in these circumstances, this exemption application is necessary as is the simultaneous application under49 USC§ 41105. 3 2. Southern is a Delaware corporation with its principal place of business at 7310 Turfway Road, Suite 400, Florence, Kentucky 41042. Southern holds certificates of public convenience and necessity authorizing it to engage in interstate and foreign charter air transportation of property and mail, and foreign scheduled air transportation of property and mail between the United States and all open-skies countries {including intermediate and beyond rights).4 Southern also holds all-cargo exemption authority between the U.S. and Hong

On February 10, 2015, the parties submitted to the Air Carrier Fitness Division information fully responsive to the Department'sAir Carrier Ownership Change Information Request. That information is under review bythe Fitness Division.
3 To the extent the Department considers a 

### defacto transfer of Florida West's international exemption authority (in addition to its certificate authority) to occur in these circumstances, the Joint Applicants ask that the relief requested by this application include Florida West's exemption authority forthe same reasons as its certificate authority.
4 

### See Orders 2000-2-8 (February 4, 2000) and 2007-7-4 (July 10, 2007).

### Kong and the U.S. and the People's Republic ofChina.5 

### 3. Florida West is a Delaware corporation with its principal place of business at 6640 N.W. 22nd Street, Suite 216, Miami, Florida 33122. Florida West holds certificates of public convenience and necessity authorizing it to engage in interstate scheduled air transportation of property and mail, and foreign scheduled air transportation of property and mail between the United States and all open-skies countries (including intermediate and beyond rights).6 

### Florida West also holds all-cargo certificate authority between the U.S. and certain non-open-skies countries, and all-cargo exemption authority between the U.S. and points in Argentina, Bolivia, Brazil, Peru and Venezuela.7 

### Requestfor Pendente Lite 

### Exemption 4. The Joint Applicants request, pursuant to 49 USC § 40109, an exemption 

### pendente lite to allow continued operations by both carriers under their respective international authorities while under common ownership, pending action by the Department
on their 

### defacto certificate transfer application. The Department previously has granted similar requests in connection with

### defacto certificatetransfers.8 

### 5. Grantofthe requested exemption would be consistent with Department policy. A refusal to grant relief would prevent the parties from proceeding with theirtransaction, or, See Notices of Action Taken, Dockets DOT-OST-2006-24703 (February 5, 2014) and DOT-OST2010-0157 (December3, 2013).
6 SeeOrders 1998-1-27 (January 27, 1998) and 2007-7-4 (July 10, 2007). See Order 1999-12-7 (December 13, 1999) and Notices ofAction Taken, Dockets DOT-OST-2011- 0194 (October25, 2013) and DOT-OST-2012-0162 (July 14, 2014). See, e.g., Orders 2013-1-8 (Nov. 14, 2014), 2008-10-29 (Oct. 29, 2008L 2011-4-22 (Apr. 27, 2011L 2006-2-17 (Feb. 24, 2006L 2005-8-20 (Aug. 25, 2005L 2005-8-21 (Aug. 25, 2005), 2005-6-4 (June 3, 2005L 2002-5-12 (May 14, 2002L and 97-11-8 (Nov. 6, 1997).

### alternatively, from maintainingtheir ongoing operations without disruption. In this regard the Department has stated, "requiring the postponement of market transactions until the applicable regulatory process has been completed is not necessarily in the public interest and
can be unjustly punitive."9 

### 6. Grant ofthe requested exemption would be consistent with the public interest. As noted, the Joint Applicants will continue indefinitely to hold and exercise their respective international authorities. Additionally, no competitive concerns are raised bythetransaction as the two carriers are relatively small, operating fewer than 15 aircraft between them, nor do they have overlapping routes in any limited-entrymarkets. 7. The Joint Applicants will accept reasonable conditions placed bythe Department
on continued operation undertheir existing authorities while their

### defacto certificate transfer application is pending before the Department. In particular, the Joint Applicants are prepared to accept the standard condition requiring that they operate independently until such time as 

### pendente lite exemption relief is superseded by a decision on the 

### defacto certificate transfer application. WHEREFORE, Florida West International Airways, Inc. and Southern Air Inc. requestthat the Department grant an exemption 

### pendente lite from 49 USC § 41105 to permit the continued operation by Florida West and Southern under their respective international certificate and exemption authorities while under common ownership, pending action by the Departmenton their

### defacto certificatetransfer application.

9 Order 99-4-5 at 4 (April 3, 1999). See also Order 97-11-8 at 5 (November 6, 1997) (noting the Department has consistently "allow[ed] scheduled business transactions to go forward pending completion ofall applicable regulatory processes" when the public interest is not negatively impacted).Aaron A. Goerlich Garofalo Goerlich Hainbach PC CounselforSouthernAirInc.

February 19, 2015 Respectfullysubmitted,

MarshallS. Sinick CounselforFlorida WestInternational Airways; Inc.

### SERVICE LIST
I certify that on this 19th day of February, 2015, a copy of the foregoing Joint Application ofSouthern Air Inc. and Florida West InternationalAirways, Inc. has been served by electronic mail on the parties named below.

Robert Silverberg (ABX Air) David Heffernan (Alaska Airlines) RobertWirick (American) Howard Kass (American) John L. Richardson (Amerijet International) Joan Canny (Amerijet International) Russell E. Pommer (AtlasAir) John Mietus (Centurion AirCargo) AlexanderVan derSellen (Delta) Chris Walker (Delta) Nancy Sparks (FedEx) Courtney Felts (FedEx) G. Bailey Leopard (FedEx) Stephen Lachter (Frontier) Jonathan Hill (Hawaiian/JetBiue) Parker Erkmann (Hawaiian/JetBiue) MarkW. Atwood (Kalitta/Dynamic) Pierre Murphy (National Airlines) Kevin Montgomery (Polar) Robert Kneisley (Southwest) Joanne Young (Spirit) Dan Weiss ( United) Stephen Morrissey(United) Anita Mosner(UPS) Jennifer Nowak (UPS) John Duncan (FAA) Stephen Cristina (State Department) Michael Koester rsilverberg@sgbdc.com dhefferman@cozen.com robert.wirick@aa.com howard.kass@aa.com jrichardson@johnlrichardson.com jcanny@amerijet.com rpommer@atlasair.com john@mietuslaw.com sascha.vanderbellen@delta.com chris.walker@delta.com nssparks@fedex.com cefelts@fedex.com gbleopard@fedex.com Stephen.lachter@lachterlaw.com jhill@cooley.com perkmann@cooley.com matwood@cozen.com pmurphy@lopmurphy.com kevin.montgomery@polaraircargo.com bob.kneisley@wnco.com jyoung@yklaw.com dan.weiss@united.com steve.morrissey@united.com anita.mosner@hklaw.com Jennifer.nowak@hklaw.com john.s.duncan@faa.gov cristinasa@state.gov