### BEFORE THE U.S DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC

____________________________________ ) Application of ) ) 1263343 ALBERTA INC ) d/b/a ENERJET ) Docket DOT-OST-2009-0010 ) For an amended foreign air carrier permit ) pursuant to 49 U.S.C § 41302 and ) exemption authority pursuant to ) 49 U.S.C § 40109 ) ) (Canada-U.S. Scheduled Service) ) ____________________________________)

APPLICATION OF 1263343 ALBE RTA INC d/b/a ENERJET

FOR AN AMENDED FOREIG N AIR CARRIER PERMIT AND EXEMPTION AUTHORITY Communications with respect to th is document should be sent to: Robyn Mandel Katten Muchin Rosenman LLP 2900 K St, N.W., Suite 200 Washington, D.C. 20007-5201 Telephone: (202) 625-3524 Facsimile: (202) 295-7570 robyn.mandel@kattenlaw.com Counsel for 1263343 Alberta Inc. d/b/a Enerjet Filed on January 8, 2013 Notice: Any person who wishes to support or oppose this application must file an answer and serve that answer on the above -named counsel and all persons served with the application. Answers are due by January 29, 2013.

### BEFORE THE U.S DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC

____________________________________ ) Application of ) ) 1263343 ALBERTA INC ) d/b/a ENERJET ) Docket DOT-OST-2009-0010 ) For an amended foreign air carrier permit ) pursuant to 49 U.S.C § 41302 and ) exemption authority pursuant to ) 49 U.S.C § 40109 ) ) (Canada-U.S. Scheduled Service) ) ____________________________________)

APPLICATION OF 1263343 ALBERT A INC. d/b/a ENERJET FOR AN AMENDED FOREIGN AIR CARRIER PERMIT AND EXEMPTION AUTHORITY 1263343 Alberta Inc. d/b/a enerjet (“enerje t”), a Canadian air carrier, hereby requests that the Department amend enerjet’s foreign air carrier permit to enable it to engage in scheduled air transportation of persons, property and mail between Canada and the United States as more specifically set fort h herein. This amended application is made pursuant to 49 U.S.C. §§ 40109 and 41302, Subpart s B and C of the Department’s Rules of Practice in Proceedings (14 CFR Part 302.201 and 302.301 et. seq.), Part 211 of the Department’s Economic Regulations (14 CFR Part 211) and the Department’s August 23, 2005 Notice on Streamlining Regulatory Procedures in Docket OST-2005-22228.
Enerjet currently performs non-scheduled chartered flights between Canada and the United States pursuant to its existing aut hority granted by the U.S. Department ofEnerjet Application for an Amended Foreign Ai r Carrier Permit and Exemption Page 2 of 10


### Transportation (“DOT”). Enerjet received aut hority from the relevant Canadian aviation authorities to perform scheduled flights and desires to perform scheduled flights from Canada into the United States. Therefore, enerjet is requesting that the DOT expand enerjet’s authority to include performing sche duled air service between points in Canada and points in the United States. Enerjet inte nds to commence its scheduled service into the United States as soon as possible.
Enerjet therefore requests that the Depa rtment issue on an expedited basis an order granting exemption authority for such f lights for a two-year period, and tentatively approve by show-cause procedures the ame nded foreign air carrier permit authorizing such flights to supersede the exemption author ity if effective before the expiration of the two-year exemption authority.
In support of this application, en erjet states as follows:

1. By Final Order 2009-6-21 (June 24, 2009), the Department issued a foreign air carrier permit to enerjet authoriz ing it to engage in (i) charter foreign air transportation of persons, prope rty, and mail between any point or points in Canada and any point or points in the Unite d States and any point or points in a third country or countries, provided that, except with respect to cargo charters, such service constitutes part of a continuous operation, with or without a change of aircraft, that includes service to Canada for the purpose of carrying local traffic between Canada and the United States; and (ii) other charters in accordance with 14 CFR Part 212 of the DOT’s regulations (the “Existing Authority”).Enerjet Application for an Amended Foreign Ai r Carrier Permit and Exemption Page 3 of 10



### 2. Enerjet presently seeks authority to (i) conduct scheduled foreign air transportation of persons, pr operty, and mail from points be hind Canada, via Canada and intermediate points, to a poi nt or points in the United States and beyond, co-extensive with that provided for in Annex 1, Section 1.B of the Open Skies Agreement (the “Air Transport Agreement”) between Canada and the United States signed on March 12, 2007 and (ii) scheduled and charte r foreign air transportation of cargo between any point or points in the United States and any other poin t or points; in additi on to maintaining its Existing Authority. Enerjet’s initial schedul ed services include non-stop passenger and light cargo flights from various airports in Canada (including Ed monton (YEG), Alberta (YMM) and Calgary (YYC)) to locations th roughout Nevada (including Laughlin (IFP) and Las Vegas (LAS)). The timing of the propos ed schedule is not finalized yet. Other destinations may be added as enerjet discovers a business opportunity to fly there. The flights will be initially oper ated using three 737NG aircraft, bearing Canadian registration marks C-GDEG, C-FENJ and C-GZEJ.

3. Granting enerjet’s request for an am ended foreign air carrier permit is fully consistent with the Air Transport Agreement. Annex 1 of the Air Transport Agreement specifically authorizes scheduled air transportation on routes from points behind Canada via Canada and intermediate points to a point or points in the United States and beyond. It would also benefit travelers in both th e United States and Canada by providing additional scheduled service oppo rtunities, and would, therefore, serve the public interest.Enerjet Application for an Amended Foreign Ai r Carrier Permit and Exemption Page 4 of 10



### 4. Enerjet began as a charter company and now operates both charter and scheduled flights. To date, Enerjet’s busin ess plan has not included scheduled service from Canada into the United States, but Ener jet has determined that it wishes to expand its business model to include such scheduled flight operations into the United States. Enerjet obtained its Air Operator Certif icate on November 26, 2008 from Transport Canada, which has been supplemented since the Existing Authority was granted; see attached as Exhibit 1 . CTA has also expanded Enerje t’s authority since the Existing Authority was granted by permitting Enerjet to operate scheduled international service with large aircraft pursuant to Operati ng License Number 090108 issued on November 6, 2009, and Operating License Number 100127 issued in December 13, 2010; see new licenses and previously existing licenses attached as Exhibit 2 . The mailing address for the Canadian Transportation Agency is O ttawa, ON, K1A 0N9, Canada and the mailing address for Transport Canada is 330 Sp arks Street, Ottawa , ON K1A 0N5, Canada.

5. The company is a private corporation th at is registered in the Province of Alberta, with its principal place of busin ess at 119 – 1440 Aviation Park NE, Calgary, Alberta T2E 7E2, Canada. Enerjet was incorporated in Alberta on August 23, 2006, as evidenced by the Certificate of In corporation attach ed as Exhibit 3

.

6. The names, addresses and citizenship of Enerjet’s managing directors and executive officers are as follows:

Name Title / Role Department Residential Address Business Address Citizenship

Thomas (T.W.) President / Chief Executive, Director, Officer 149 Hamptons Link NW Calgary, AB, Canada 119 – 1440 Aviation Park NE Calgary, AB, Canada CanadianEnerjet Application for an Amended Foreign Ai r Carrier Permit and Exemption Page 5 of 10

Morgan Executive Officer & Director T3A 5V9 T23 7E2

Darcy Morgan Vice President & Director Executive, Director, Officer 134 37 Street NW Calgary AB, Canada T2N 3B5 119 – 1440 Aviation Park NE Calgary, AB, Canada T23 7E2 Canadian

Harri Jansson Director Board 5328 Timberfield Place, West Vancouver, BC V7W 2Y8 5328 Timberfield Place, West Vancouver, BC, Canada V7W 2Y8 Canadian

Greg Melchin Director Board 47 Royal Ridge Terrace NW, Calgary, AB, Canada T3G 5Y9 47 Royal Ridge Terrace NW, Calgary, AB, Canada T3G 5Y9 Canadian

Dean McKenzie Director Board 38 Valley Woods Landing NW Calgary, AB, Canada T3B 6A3 215, 1235 - 26 Avenue SE Calgary, AB, Canada T2G 1R7 Canadian

Roger Jewett Chief Financial Officer Executive 212, 1505-27 Ave. SW, Calgary, AB, Canada T2T 1G5 119 – 1440 Aviation Park NE Calgary, AB, Canada T23 7E2 Canadian

Joe Brennan Corporate Secretary Officer Shea Netherland Calnan LLP 2800, 715-5 th Avenue SW Calgary, AB, Canada T2P 2X6 Shea Netherland Calnan LLP 2800, 715-5th Avenue SW Calgary, AB, Canada T2P 2X6 Canadian



### Note: Thomas W. Morgan, President & CEO (Officer and Director) and Darcy Morgan, Vice President (Officer and Director) are rela ted by blood. No further relations either via blood or marriage exist with in the Managing Directors / Executive Officers of the
company.

7. An estimate showing the total traffic and the financial results of the proposed services for the first full year of normal operations is attached as Exhibit 4

.Enerjet Application for an Amended Foreign Ai r Carrier Permit and Exemption Page 6 of 10



### Exhibit 4 is being submitted under seal pursuant to a Rule 12 Motion for Confidential
Treatment.

8. All persons or entities wh ich are share holders of en erjet are required to be Canadian citizens and/or c ontrolled by Canadian citizen s pursuant to enerjet’s governance structure. The holder(s) of five percent or more of enerjet stock is set forth in Exhibit 5 , which is being submitted under seal pursuant to a Rule 12 Motion for Confidential Treatment.

9. Enerjet is owned and effectively co ntrolled by Canadians. There is no relationship between Enerjet a nd the Canadian government and Enerjet neither receives nor expects to receive any fi nancial assistance from the Ca nadian government. Enerjet is a privately owned corporation and all ma nagerial decisions are made by Enerjet management. Enerjet’s officers, directors a nd managers do not hold any interest in, or have control of, a U.S. carrier, a foreign air carrier, or any entity engaged in the business of aeronautics, except as set forth herein.

10. Attached as Exhibit 6 are copies of 1263343 Alberta Inc.’s audited financial statements for its fiscal year s ended September 30, 2010 and 2011. Exhibit 6 is being submitted under seal pursuant to a Ru le 12 Motion for Confidential Treatment.

11. Enerjet maintains insuran ce of the type and in the amounts required by 14 CFR Part 205. Enerjet’s insurance broke r is Marsh Canada Limited, 1100, 222 – 3 rd 

### Avenue S.W., Calgary, Albe rta, Canada T2P 0B4. Attached as Exhibit 7 is OST Form
6411.

### LIST OF EXHIBITS

Exhibit 1. Air Operator Certificate Exhibit 2. Operating License Exhibit 3. Certificate of Incorporation Exhibit 4. Financial Forecast Exhibit 5. Ownership Structure Exhibit 6. Audited Financials Exhibit 7. Insurance (OST Form 6411) Exhibit 8. Verification

### EXHIBIT 1 Air Operator Certificate

### EXHIBIT 2 Operating License

### EXHIBIT 3 Certificate of Incorporat ion for 1263343 Alberta Inc.

### EXHIBIT 4 Financial Forecast [Confidential Treatment Requested Under §302.12]

### EXHIBIT 5 Ownership Structure [Confidential Treatment Requested Under §302.12]

### EXHIBIT 6 Audited Financials [Confidential Treatment Requested Under §302.12]

### EXHIBIT 7 Insurance (OST Form 6411)Office of the Secretary

of Transportation AGENCY DISPLAY OF ESTIMATED BURDEN The public reporting burden for this collection of information is estimated to average 30 minutes per response. If you wish to comment on the accuracy of the estimate or make sug gestions for reducing this burden, please direct yo ur comments to: U.S. Department of Transportation, Office of Aviation An alysis, X-56, 400 7 th St., SW, Washington, D.C. 20590. According to the Paperwork Reduction Act of 1995, no persons are req uired to respond to a collection of information unl ess it displays a valid OMB control number. Note: For information on where to file completed copies of this form, see FILING INSTRUCTIONS below. OMB No. 2106-0030 Expires 2-28-2011 FOREIGN AIR CARRIERS – CERTIFICATE OF INSURANCE POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY

AND PROPETY DAMAGE LIABILITY FILING INSTRUCTIONS: File a signed original of thi s form with the Federal Aviation Administration, Ai r Transportation Div., AFS-260, 800 Independence Ave., SW., Washington DC 20591. (See EXCEPTION below.) EXCEPTION : If Section 2.A. is filled in because the insured is a Canadian Charter Air Taxi Operator, file an original of this form with the U.S. Department of Transportation, Special Authorities D ivision (X-46), 400 7 th Street, SW, Washington, D.C. 20590 (Please type information, except signatures.) THIS CERTIFIES THAT: Underwriters at Lloyd’s of London and Certain Canad ian Licensed Companies (Name of Insurer) Has issued a policy or policies of Aircraft Liabili ty Insurance to 1263343 Alberta Inc. and / or Ener jet 119 1440 Aviation Park NE, Calgary, AB T2E 7E2 FAA Certificate Number (Name, address and FAA Certificate number of Insure d Foreign Air Carrier) effective from November 1, 2012 Until ten (10) days after written notice from the i nsurer or carrier of the intent to terminate coverage is received by the Department of Transport ation. NOTE: Part 205 of the Department’s Regulations does not allow for a predetermined termination date, an d a certificate showing such a date is unacceptable. 1. The Insurer (Check One): is licensed to issue aircraft insurance policies i n the United States; is licensed or approved by the government of Canad a to issue aircraft insurance policies; or is an approved surplus line insurer in the State(s ) of
2. The insurer assumes, under the policy or policie s listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use of aircraft in “foreign air transportation” as that te m is defined in 49 U.S.C. 40102. A. CANADIAN CHARTER AIR TAXI OPERATORS WITH PART 294 A THORITY ONLY The aircraft covered by this policy have: (1) 30 or fewer passenger seats and a maximum payload capaci ty of 7,500 pounds or less; and/or (2) a maximum authorized takeoff weigh t on wheels of no more than 35,000 pounds. (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occur rence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $ 7 5,000 $2,000,000*(See note)

Passenger Bodily Injury $ 75,000 $75,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a si ngle limit of liability for each occurrence at leas t equal to the required minimums stated above for bodily injury (excluding passengers), property damage, an passenger bodily i njury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. NOTE: If the aircraft covered by this policy have more than 30 passenger seats or more than a ma ximum payload capacity of 7,500 pounds, the minimum limit per occurrence shall be $ 20,000,000 OST Form 6411

B. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT The aircraft covered by this policy are SMALL AIRAC RAFT (i.e., with 60 or fewer passenger seats or wit h a maximum payload capacity of 18,000 pounds or less). (Complete separate or combined coverage as appropri ate):Separate Coverages: Minimum Limit

Policy No. Type of Liability Each person Each Occur rence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $ 3 00,000 $2,000,000

Passenger Bodily Injury $ 300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a si ngle limit of liability for each occurrence at leas t equal to the required minimums stated above for bodily injury (excluding passengers), property damage, an passenger bodily i njury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. C. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT The aircraft covered by this policy are LARGE AIRAC RAFT (i.e., with more than 60 passenger seats or wi th a maximum payload capacity of more than 18,000 pounds). (Complete separate or combined coverage as appropri ate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occur rence
AU117012 Combined Bodily Injury (Excluding Passengers other than

cargo attendants) and Property Damage Liability $ 3 00,000 $20,000,000

AU117012 Passenger Bodily Injury $ 300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a si ngle limit of liability for each occurrence at leas t equal to the required minimums stated above for bodily injury (excluding passengers), property damage, and passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. 3. The policy or policies listed in this certificat e insure(s) (Check One): Make and Model FAA or Fore ign Flag Registration No. Operations conducted with all aircraft operated b y the insured Operations conducted with the following types of aircraft Operations with the following aircraft (use additional page if necessary) 4. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205. Marsh Canada Limited (Name of Insurer) (Name of Broker, if applicable) 222 – 3 rd Ave SW (Address) (Address) Calgary, AB, T2P 0B4 (City, State, Zip Code) (City, State, Zip Code) Contact (person who can verify the effectiveness of the coverage) (Officer or authorized representative)) Sigmund Berlie (403) 476 3463 (403) 476 3584 (Area Code, Phone Number)) (Area Code, Fax Number) (Area Code, Phone Number)) (Area Code, Fax Number)

(Signature, if applicable) (Signature) November 1, 2012 (Date) (Date)WAS01_41898942v1_340599-00001 1/3/2013 5:07 PM 

### EXHIBIT 8 Verification

### Verification

Pursuant to Title 18 of the United States Code section 1001, I, Thomas (T.W.) Morgan, in my individual capacity and as the authorized representative of the applicant, have not in any manner knowingly and willfully falsified, concealed or covered up any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statement in connection with the preparation, filing, or prosecution of this application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. §1001 shall be fined no more than $10,000 or imprisoned not more than five years, or both.

1263343 Alberta Inc d/b/a enerjet

_____________________________ Name: Thomas (T.W.) Morgan Title: President & CEO

December 28 th 

### , 2012

____________________________ Date