U.S. Department of Transportation Office ofthe Secretary OfTransportation May 30,2012 Mr. Robert Cohn Mr. Jona thanEchmalian Counsel for PeopleExpress Airlines, Inc. HoganLovells US LLP 555 Thirteenth St. NW Washington, DC 20004 '· '}**-~. (~** **1,~,1**

Re: Docket DOT-OST-2012-0042 Application ofPeopleExpress Airlines, Inc. for a Certificate ofPublicConvenience and Necessity Dear Sirs: 1200 NewJersey Ave., S.E. Washington, DC 20590

Wehave completed a review ofthe supplemental informationfiled onApril27, 2012, byPeople Express Airlines, Inc. ("PEX"), for a certificate ofPublic Convenience'and Necessity to conduct scheduled interstate air transportation ofpersons, property, and mail. We have determined that we will need additional and/or clarifying information before we may complete ourreview. The attached InformationRequest lists the areas where further information and/or clarificationis necessary. I askthat you respond fully to this request within 30 days ofthe date ofthis letter. In the meantime, as is the Department's practice, further processing of your application will be deferred pending receipt ofthis material. Thankyou for your cooperation inthis matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact me at (202) 366-9998. Sincerely, 

# ot()(;6ff0-- CatherineJ. O'Toole Analyst, AirCarrier Fitness Division Office ofAviation AnalysisEnclosure
cc: DocketDOT-OST-2012-0042 Mr. WilliamDusold WashingtonDulles FSDO
. 13873 Park CenterRoad Suite475 Herndon, VA 20171 2INFORMATION REQUEST PEOPLE EXPRESS AIRLINES; INC.
OPERATIONS AND FINANCIAL POSITION 1. An updated PASI (PreApplication Statement of Intent) filed with the FAA on May 5, 2012, indicates that PEX is planning to add Boeing B737-300 aircraft to its fleet. Please provide a detailed explanation of any agreements to finance the acquisition and/or lease of PEX's proposed aircraft and provide copies of such agreements. 2. Please provide an updated first year cost forecast that reflects the addition ofthe B737-300s to the PEXfleet and any other changes to theplanned operation. COMPLIANCE DISPOSITION 1. Referencing Stockholders' Agreement (Exhibit PEX-IR-9), it is not clear that PEX requests proof of citizenship from potential stockholders. Please indicate how the air carrier will ensure that any potential stockholder or owner is a U.S. citizen. 2. Regarding Exhibit PEX-IR-10, please provide an updated list indicating the citizenship ofeach stockholder. For all persons who are not citizens ofthe United States as defined in 49 U.S.C. 40102(a)(15) and who directly or indirectly hold an equity interest in the air carrier, describe the nature of the interest and the particular rights and liabilities ofthe parties. Detail any actual or potential ability on the part ofthe non-citizen entities to influence or control, directly or indirectly, the affairs of the air carrier. Provide any documents describing the rights or obligations ofsuch entity. 3. Please provide an updated PEX-IR-10, the list of Key Stockholders. Please confirmthat this is the same document referenced inPEX-IR-9 as "Exhibit 1". 4. Item llG) of Exhibit PEX-IR-9 references joinder agreements Exhibit 2 and Exhibit 3. Pleaseprovide these exhibits.
The information provided pursuant to this Information Request should be accompanied by the following certification: The contents ofthis application and the attached exhibit (s) are true and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I [the individual signing the application, who shall be aprincipal owner, senior officer, or internal counsel ofthe applicant], in my individual capacity and as the authorized representative of the applicant, have not in any2



### manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shall be fined orimprisoned not more than five years, orboth.