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, 2010BEFORE 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; andMiami-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 worldwidecharter 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, 2010in 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-2009-0141Centurion/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, 2010CERTIFICATE 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