\\DC - 039578/000001 - 3424431 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of PEOPLE EXPRESS AIRLINES, INC. for a certificate of public convenience and necessity to engage in interstate scheduled air transportation of persons, property, and mail under 49 U.S.C. § 41102 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2012-0042

MOTION OF PEOPLE EXPRESS AIRLINES, INC. FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12
Communications with respect to this document should be addressed to: Michael Morisi President and Chief Operating Officer PEOPLE EXPRESS AIRLINES, INC. 902 Bland Boulevard Newport News, VA 23602 Phone: (757) 969-6880 Fax: (757) 969-6894 Mike.Morisi@flypex.com Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 (direct dial) +1 202 637 5910 (facsimile) robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for PEOPLE EXPRESS AIRLINES, INC.

June 20, 2012\\DC - 039578/000001 - 3424431 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of PEOPLE EXPRESS AIRLINES, INC. for a certificate of public convenience and necessity to engage in interstate scheduled air transportation of persons, property, and mail under 49 U.S.C. § 41102 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2012-0042

June 20, 2012 MOTION OF PEOPLE EXPRESS AIRLINES, INC. FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12
People Express Airlines, Inc. (“People Express”) hereby files this Motion pursuant to 14 C.F.R. § 302.12 to withhold from public disclosure confidential exhibits contained in its response to the Department’s second Information Request dated May 30, 2012, concurrently filed in the above-captioned proceeding. Confidential copies of the relevant exhibits are being submitted contemporaneously herewith in a sealed envelope marked “Confidential Treatment Requested Under § 302.12.” People Express hereby requests confidential treatment of the following commercial, competitively sensitive and financial information pertaining to People Express’s business and financing arrangements (to the extent that the information in these Exhibits is not otherwise disclosed in the public version of its application and supplemental submissions):Motion of People Express Airlines, Inc. Page 2

\\DC - 039578/000001 - 3424431 v1 1. Confidential Exhibit PEX-IR2-1: Revised Stock Subscription Agreement. 2. Confidential Exhibit PEX-IR2-2: Updated Stock Journal. Under Rule 12, the Department evaluates requests for confidential treatment in accordance with the standards of disclosure set forth in the Freedom of Information Act (FOIA) (5 U.S.C. § 552). Under FOIA Exemption 4, business information may be withheld from disclosure if it is “(1) commercial or financial, (2) obtained from a person outside the government, and (3) privileged or confidential.” Gulf & Western Industries, Inc. v. U.S. , 615 F.2d 527, 529 (D.C. Cir. 1979). The confidential information submitted by People Express clearly meets the first two requirements. The only question, therefore, is whether the information is privileged or confidential, which, as defined by the relevant case law, means “whether disclosure of the information is likely to have either of the following effects: (1) to impair the government’s ability to obtain necessary information in the future; or (2) to cause substantial harm to the competitive position of the person from whom the information was obtained.” National Parks and Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). People Express submits that disclosure of the information for which it seeks confidential treatment would not only impair the Department’s ability to obtain such information in the future, but would also cause substantial harm to People Express’s competitive position. People Express is a new privately-held corporation that is raising capital for the near-term launch of a start-up airline that will operate in anMotion of People Express Airlines, Inc. Page 3

\\DC - 039578/000001 - 3424431 v1 intensely competitive environment. The type of detailed business, financial and commercially sensitive information at issue here is not otherwise required to be publicly disclosed. Access by competitors or other third-parties to the information contained in these confidential exhibits would adversely impact People Express’s future plans, relationships with current and future stockholders, and competitive posture as a start-up airline. Accordingly, the revised Stock Subscription Agreement and updated Stock Journal should be protected from public disclosure. The Department has consistently recognized this type of information to be confidential and proprietary. The revised Stock Subscription Agreement provides details of financial criteria and conditions for a private placement of stock that People Express has shared only with carefully selected private investors and not the general public. The updated Stock Journal provides the names of current stockholders and the number of shares purchased by each. Since no investor holds or beneficially controls 10 percent or more of the outstanding voting stock, their names are not required to be disclosed under 14 C.F.R. § 204.3(g). In fact, public disclosure of this information would provide no public benefit but would result in serious competitive harm to People Express and severely impair its relationship with its existing and prospective stockholders. The Department made this very finding in granting confidential treatment to the Stock Subscription Agreement and Stock Journal previously submitted by People Express (see letter in this docket dated May 16, 2012) and should grant confidential treatment to Exhibits PEX-IR2-1 and PEX-IR2-2 for the

same reason.Motion of People Express Airlines, Inc. Page 4

\\DC - 039578/000001 - 3424431 v1 WHEREFORE, People Express Airlines, Inc. hereby requests that the Department afford confidential treatment pursuant to Rule 12 of its Rules of Practice to the exhibits described herein. Respectfully submitted,

____________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 202 637 4999/5659 Counsel for PEOPLE EXPRESS AIRLINES, INC.\\DC - 039578/000001 - 3424431 v1 CERTIFICATE OF SERVICE I hereby certify that I have on this 20th day of June, 2012, served a copy of the foregoing Motion of People Express Airlines, Inc. for a Confidential Treatment Pursuant to Rule 12 upon:
Mr. Nicholas Scarpinato, Jr. Manager, Washington FSDO Federal Aviation Administration 13873 Park Center Road Suite 475 Herndon, VA 20171

________________________________ Jonathan Echmalian