\\DC - 023866/000002 - 6409459 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of MESA AIRLINES, INC. for an exemption under 49 U.S.C. § 40109 (Dallas/Ft. Worth – Monterrey, Mexico) (Dallas/Ft. Worth – San Luis Potosi, Mexico) ) ) ) ) ) ) ) ) Docket DOT-OST-2015-____

APPLICATION OF MESA AIRLINES, INC. FOR EXEMPTION AUTHORITY
Communications with respect to this document should be addressed to: Brian Gillman Executive Vice President, General Counsel and Secretary Mesa Air Group, Inc. 410 North 44 th Street, Suite 700 Phoenix, AZ 85008 TEL: 602-685-4000 FAX: 602-685-4350 Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for MESA AIRLINES, INC.
February 6, 2015
NOTICE: Mesa will be polling the carriers on the attached service list about this Application and will report the polling results to the Department.\\DC - 023866/000002 - 6409459 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of MESA AIRLINES, INC. for an exemption under 49 U.S.C. § 40109 (Dallas/Ft. Worth – Monterrey, Mexico) (Dallas/Ft. Worth – San Luis Potosi, Mexico) ) ) ) ) ) ) ) ) Docket DOT-OST-2015-____
February 6, 2015

APPLICATION OF MESA AIRLINES, INC. FOR EXEMPTION AUTHORITY
Pursuant to 49 U.S.C. § 40109 and Subpart C of the Department's Rules of Practice (14 C.F.R. Part 302), Mesa Airlines, Inc. (“Mesa”) hereby applies for exemption authority to engage in scheduled foreign air transportation of persons, property, and mail between Dallas/Ft. Worth, Texas, and Monterrey, Mexico (“MTY”), and between Dallas/Ft. Worth, Texas, and San Luis Potosi, Mexico (“SLP”), beginning on or about March 29, 2015, as soon as all requisite regulatory approvals are obtained. Mesa requests that this authority become effective as soon as possible for a period of at least two years, subject to the Department’s standard conditions. In addition, Mesa requests (i) a U.S.-Mexico operating carrier designation for these two routes and (ii) that the Department notify the Mexican authorities confirming Mesa’s authority to serve these two routes. In support of this Application, Mesa respectfully states as follows: 1. Mesa is a Nevada corporation with its principal office at 410 North
44th Street, Suite 700, Phoenix, Arizona, 85008.Application of Mesa Airlines, Inc. for Exemption Authority Page 2

\\DC - 023866/000002 - 6409459 v1 2. Mesa is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a)(15) and is fit, willing, and able to provide the services contemplated by this Application. Mesa holds various certificates of public convenience and exemption authorities (including exemption authority to serve certain points in Mexico). See, e.g. , Notice of Action Taken, dated April 8, 2013 (Phoenix–Ixtapa/Zihuatanejo, Mexico) (Docket DOT-OST-2009-0109); Notice ofAction Taken, dated October 24, 2014 (DFW-Leon/Queretaro) (Docket DOTOST-2014-0179). Pursuant to Rule 24 of the Department’s Rules of Practice, Mesa requests that the Department take official notice of all information previously filed to establish its fitness. 3. Mesa intends to operate scheduled air service in the DFW–MTY and DFW–SLP markets using regional jet aircraft operating under the “American Eagle” brand. 1 Awarding the requested exemption authority to Mesa will enable Mesa and American Airlines to offer public interest benefits by providing competition to other carriers offering trans-border U.S.–Mexico services, as well as supporting commerce and maintaining and enhancing travel options for thepublic. It will also enable American to tailor capacity to demand on these transborder routes. 4. The exemption authority and designations sought herein are fully consistent with the U.S.–Mexico Air Transport Services Agreement, as amended

1 Mesa understands that American Airlines, Inc. has DOT authority for DFW-MTY, and will be applying for DFW-SLP separately.Application of Mesa Airlines, Inc. for Exemption Authority Page 3

\\DC - 023866/000002 - 6409459 v1 (“the Agreement”). Annex I(A) of the Agreement authorizes carriers designated by the U.S. under Route 1(a) to operate from “a point or points in the United States to a point or points in Mexico”. Annex I(B)(4) permits the U.S. to designate two U.S. carriers to operate scheduled combination services between any point in the U.S. and San Luis Potosi, and Annex I(B)(5) permits three U.S. carriers to be designated for such services to Monterrey. Both American and Envoy currently hold designations for DFW-MTY, and Envoy holds a designationfor DFW-SLP. Current plans call for Mesa to substitute for Envoy on the DFWMTY route and to operate the DFW-SLP route previously served by Envoy.Therefore, Mesa requests that Envoy’s designations for DFW-MTY and DFWSLP be re-designated to Mesa, albeit without any interruption in service.Inasmuch as Mesa’s service will replace Envoy’s DFW-MTY and Envoy’s DFWSLP services, no additional designation will be required. 2

2 To ensure that the services on the DFW-MTY and DFW-SLP routes are not disrupted, it is requested that the existing designations remain in place until Mesa’s Application has been approved and the new service can commence. This process is similar to that previously approved by the Department on several recent occasions. See, e.g., Notices of Action Taken, dated May27, 2014 (Dockets DOT-OST-2014-0058 and 2014-0059); dated May 12, 2014 (Dockets DOTOST-2014-0060 and 2013-0114); and dated July 29, 2014 (Dockets DOT-OST-2014-0100 and 2014-0101). Mesa intends to commence operations on DFW-MTY and DFW-SLP on or about March 29, 2015, as soon as all regulatory approvals are received.Application of Mesa Airlines, Inc. for Exemption Authority Page 4

\\DC - 023866/000002 - 6409459 v1 WHEREFORE, Mesa respectfully requests that the Department grant Mesa’s Application for exemption authority and designations to engage in scheduled foreign air transportation of persons, property, and mail between Dallas/Ft. Worth and Monterrey, Mexico, and between Dallas/Ft. Worth and San Luis Potosi, Mexico, for at least two years, as requested herein. Respectfully submitted,

_____________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 Counsel for MESA AIRLINES, INC.Application of Mesa Airlines, Inc. for Exemption Authority Page 5

\\DC - 023866/000002 - 6409459 v1 CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Application of Mesa Airlines, Inc. for Exemption Authority has been served this 6 th day of February, 2015, upon each of the following addressees: dheffernan@cozen.com; jeremy.ross@alaskaair.com; howard.kass@aa.com; robert.wirick@aa.com; sascha.vanderbellen@delta.com; chris.walker@delta.com; matwood@cozen.com; slachter@cozen.com; jhill@cooley.com; perkmann@cooley.com; bob.kneisley@wnco.com; leslie.abbott@wnco.com; dkirstein@yklaw.com; jyoung@yklaw.com; thomas.ting@suncountry.com; dan.weiss@united.com; steve.morrissey@united.com; barbara.russell@virginamerica.com; brian.hedberg@dot.gov; brett.kruger@dot.gov; englets@state.gov; info@airlineinfo.com

______________________________ Patrick R. Rizzi