BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

CENTURION AIR CARGO, INC., 

SKY LEASE I, INC. d/b/a 

 TRADEWINDS AIRLINES, and 

ARROW AIR, INC. 

for a de facto transfer of 

international authority 

pursuant to 49 U.S.C. § 41105 

Docket OST-2010- 

JOINT APPLICATION OF 

CENTURION AIR CARGO, INC., SKY LEASE I, INC. D/B/A 

TRADEWINDS AIRLINES, AND ARROW AIR, INC. FOR 

DE FACTO TRANSFER OF INTERNATIONAL AUTHORITY 

Communications with respect to this document should be sent to: 

John R. Mietus, Jr. 

William C. Evans 

Law Office of John Mietus, LLC 

6701 Democracy Blvd., Suite 300 

Bethesda, MD 20817-7500 

(202) 747-5212 - Telephone 

(240) 396-5362 - Fax 

john@mietuslaw.com 

bill@mietuslaw.com 

Counsel for CENTURION and 

 SKY LEASE 

Pierre Murphy 

Law Offices of Pierre Murphy 

1200 New Hampshire Ave, NW, 

Suite 800 

Washington, DC 20036 

(202) 776-3980 - Telephone 

(202) 776-3975 - Fax 

pmurphy@lopmurphy.com 

Counsel for ARROW

James W. Jarvis 

Jarvis & Associates, PA 

1430 South Dixie Hwy Ste 306 

Coral Gables, FL 33146 

(305) 448-4848 - Telephone 

(305) 445-4545 - Fax 

Counsel for JW ACQUISITION, INC.

October 14, 2010
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

CENTURION AIR CARGO, INC., 

SKY LEASE I, INC. d/b/a 

 TRADEWINDS AIRLINES, and 

ARROW AIR, INC. 

for a de facto transfer of 

international authority 

pursuant to 49 U.S.C. § 41105 

Docket OST-2010- 

October 14, 2010 

JOINT APPLICATION OF 

CENTURION AIR CARGO, INC., SKY LEASE I, INC. D/B/A 

TRADEWINDS AIRLINES, AND ARROW AIR, INC. FOR 

DE FACTO TRANSFER OF INTERNATIONAL AUTHORITY 

 Centurion Air Cargo, Inc. ("Centurion"), Sky Lease I, Inc. d/b/a 

TradeWinds Airlines ("Sky Lease"), and Arrow Air, Inc. ("Arrow") 

(collectively, the "Joint Applicants") respectfully apply, pursuant to 49 U.S.C. 

§ 41105, for approval of the de facto transfer of the international authority 

currently held by Arrow.1 In support of this application, the Joint Applicants 

state as follows: 

1/ Simultaneously with this transfer application, the Joint Applicants have filed 

an application for an exemption from the requirements of 49 U.S.C. § 41105, 

as applied to de facto transfers, to facilitate the closing of this transaction as 

expeditiously as possible. 
Centurion/Sky Lease/Arrow 

Transfer Application 

October 14, 2010 

Page 2 

 Arrow currently is in reorganization under Chapter 11 of the 

Bankruptcy Code in Case 10-28831-AJC (S.D. Fl. Bankr.), and its owner 

recently solicited bids for the stock of a reorganized Arrow. JW Acquisition, 

Inc. ("JWA") submitted a bid; it is owned by Alfonso Rey, the owner of 

Centurion and Sky Lease, and managed by Roberto DiLena, a U.S. citizen 

and the Chairman of Sky Lease. On September 22, 2010, the Bankruptcy 

Court recognized JWA's bid as the highest and best offer, and JWA's 

purchase of reorganized Arrow currently is scheduled to close, assuming 

Court approval of the reorganization plan and acquisition, as early as 

November 22, 2010. 

 Closing of the proposed transaction would cause Mr. Rey indirectly to 

control Arrow in common with Centurion and Sky Lease. Longstanding 

Department policy treats such common control of certificated carriers holding 

international route authority to be de facto transfers of the underlying 

certificate and exemption authority.2 Mr. Rey's ultimate goal is for Arrow to 

return, as a separate airline, to revenue service, and JWA has begun to 

discuss plans for such a return with the Federal Aviation Administration 

("FAA") Flight Standards District Office responsible for Arrow's FAA 

certificate; of course, such a return will require the filing of fitness 

information as to the reorganized Arrow under 14 C.F.R. § 204.7(b).

2/ See, e.g., Arrow Air, Inc., ATA Airlines, Inc., North American Airlines, Inc. 

and World Airways, Inc., Order 2008-6-32 (exemption). 
Centurion/Sky Lease/Arrow 

Transfer Application 

October 14, 2010 

Page 3 

 Before it suspended operations in June 2010, Arrow had an extensive 

history of freighter service in U.S.-Latin American markets. Today Arrow 

holds DOT certificates of public convenience and necessity authorizing: 

interstate, all-cargo service; scheduled, all-cargo service to thirty named 

countries; scheduled, all-cargo service to all "open skies" countries; and 

Miami-Manaus/Rio de Janeiro/Sao Paulo, Brazil service on a scheduled, allcargo basis. Arrow also holds exemption authority to provide scheduled 

freighter service in certain U.S.-Venezuela and U.S.-Ecuador markets.3 

 Centurion and Sky Lease similarly operate all-cargo service in 

competitive air freight markets between the United States and Latin 

America. Centurion holds all-cargo certificates authorizing worldwide 

charter service and scheduled service in open skies countries; it also holds allcargo exemption authority to provide scheduled service to Brazil (with an 

allocation of seven weekly frequencies), Colombia, the Dominican Republic, 

Ecuador, and Mexico.4 Sky Lease, which Mr. Rey created in 2008 from assets 

3/ Arrow certificates: Orders 95-6-39 (interstate service and foreign charter); 

2000-8-5 (various countries); 2005-3-31 (Brazil)(renewal application pending, 

shown hereafter as " * "); and 2007-7-3 (open skies). Arrow exemptions: 

Notice of Action Taken ("NOAT") dated September 1, 2009 in Dockets OST1996-1448/1770 (Venezuela) and NOAT dated July 18, 2008 in Docket OST1995-229 (Ecuador*). 

4/ Centurion certificates: Orders 2001-12-12 (interstate and foreign charter) and 

2007-7-4 (open skies). Centurion exemptions: NOAT dated August 10, 2010 

in Docket OST-2004-18880 (Colombia*); Order 2006-12-18 in Docket OST2006-24671 (Mexico City*); NOAT dated August 5, 2008 in Docket OST-2008-

0228 (Brazil*); NOAT dated June 25, 2009 in Docket OST-2009-0141 
Centurion/Sky Lease/Arrow 

Transfer Application 

October 14, 2010 

Page 4 

acquired in bankruptcy from the former TradeWinds Airlines, holds all-cargo 

authority in the form of certificates authorizing worldwide charter service 

and scheduled service to open skies countries, as well as exemption authority 

to provide scheduled service to Colombia.5 

 The Joint Applicants request that the Department approve the de 

facto transfer of Arrow's certificate and exemption authority as consistent 

with the public interest. Restoration of a bankrupt carrier to financial health 

necessarily improves service options and competition in the markets it had 

served before bankruptcy, and Arrow had historically been an important 

competitor throughout Latin America. Mr. Rey has already led one carrier 

out of bankruptcy through a successful acquisition. His goal is to do the same 

for Arrow. 

(Dominican Republic); and NOAT dated September 29, 2010 in Docket OST2010-0233 (U.S.-Ecuador)(supplementing specific city-pair authority in 

Docket OST-2002-12503). 

5/ Sky Lease certificates: Orders 2008-9-25 (interstate all-cargo service and 

foreign charter) and 2008-11-14 (open skies). Sky Lease exemption: NOAT 

dated August 31, 2009 in Docket OST-2005-20285 (Colombia). 
Centurion/Sky Lease/Arrow 

Transfer Application 

October 14, 2010 

Page 5 

 The proposed transaction also satisfies the transfer standards set forth 

in 49 U.S.C. § 41105(b). It will clearly enhance Arrow's viability as 

contemplated by paragraph (b)(1). It also will maintain or improve 

"competition in the domestic airline industry," see paragraph (b)(2), by 

restoring Arrow as an operating competitor. The majority of the all-cargo 

markets for which these three carriers hold DOT authority, and in which 

they have operated, are open. Even in the U.S.-Brazil market, where Arrow 

and Centurion authority overlaps, U.S. carriers enjoy open designation 

rights, and a substantial number of frequencies remain unallocated. 

Finally, the proposed transaction ultimately would improve the "trade 

position of the United States in the international air transportation market" 

as contemplated in paragraph (b)(3), as JWA's purchase will permit Arrow to 

return to U.S.-Latin America all-cargo markets. 
Centurion/Sky Lease/Arrow 

Transfer Application 

October 14, 2010 

Page 6 

 WHEREFORE, Centurion Air Cargo, Inc., Sky Lease I, Inc. d/b/a 

TradeWinds Airlines, and Arrow Air, Inc. respectfully request that the 

Department approve the above-referenced transaction under 49 U.S.C. 

§ 41105 and Department precedent and grant such other relief as the 

Department deems necessary or proper. 

Respectfully submitted, 

John R. Mietus, Jr. 

William C. Evans 

Law Office of John Mietus, LLC 

6701 Democracy Blvd., Suite 300 

Bethesda, MD 20817-7500 

(202) 747-5212 - Telephone 

(240) 396-5362 - Fax 

john@mietuslaw.com 

bill@mietuslaw.com 

Counsel for CENTURION and 

 SKY LEASE 

Pierre Murphy 

Law Offices of Pierre Murphy 

1200 New Hampshire Ave, NW, 

Suite 800 

Washington, DC 20036 

(202) 776-3980 - Telephone 

(202) 776-3975 - Fax 

pmurphy@lopmurphy.com 

Counsel for ARROW 

James W. Jarvis 

Jarvis & Associates, PA 

1430 South Dixie Hwy Ste 306 

Coral Gables, FL 33146 

(305) 448-4848 - Telephone 

(305) 445-4545 - Fax 

Counsel for JW ACQUISITION, INC. 

October 14, 2010 
CERTIFICATE OF SERVICE

 I hereby certify that I have, this 14th day of October, 2010 caused the 

attached Joint Application of Centurion Air Cargo, Inc., Sky Lease I, Inc. 

d/b/a TradeWinds Airlines, and Arrow Air, Inc. for de facto transfer of 

international authority to be served by electronic mail on the persons on the 

attached service list. 

rsilverberg@sgbdc.com for ABX 

efaberman@wileyrein.com for AirTran 

ggolder@cargoholdings.com for Air Transport International 

cdonley@ssd.com for Alaska/Horizon 

carl.nelson@aa.com for American and American Eagle 

jrichardson@johnlrichardson.com for Amerijet 

eseiden@bsfllp.com for Astar 

jonathan.blank@klgates.com for Capital Cargo 

hershel.kamen@coair.com; dan.weiss@coair.com 

rbkeiner@crowell.com for Continental and Expressjet 

sascha.vanderbellen@delta.com; jeff.morgan@delta.com 

john.palo@evergreenairlines.com 

nssparks@fedex.com 

msinick@ssd.com for Florida West 

robert.cohn@hoganlovells.com for Freedom and Frontier 

jhill@dowlohnes.com for Hawaiian and JetBlue 

mlbenge@zsrlaw.com for North American/World 

brian.gillman@mesa-air.com 

ggarofalo@ggh-airlaw.com for Pinnacle 

agoerlich@ggh-airlaw.com for Ryan Int'l and Southern 

lhalloway@crowell.com for Skywest 

jyoung@yklaw.com for Spirit 

john.fredericksen@suncountry.com 

jeffrey.manley@united.com, steve.morrissey@united.com 

dvaughan@kelleydrye.com, dfisher@kelleydrye.com for UPS 

pmurphy@lopmurphy.com for USA 3000 

howard.kass@usairways.com, benjamin.slocum@usairways.com 

mcmillin@woa.com 

matwood@cozen.com for Xtra 

jabreu@miami-airport.com 

 John R. Mietus, Jr. 

4851-1989-6070, v. 1