Application of UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Issued by the Department ofTransportation onthe 25th day ofMarch, 2015 Order 2015-3-12 Served: March 25,2015

COMPASSAIRLINES, LLC DocketDOT-OST-2014-0178 for an amendment to its certificate ofpublic convenience and necessity issued under 49 U.S.C. §41102 to engage in interstate air transportation

ORDERAMENDING AND REISSUING CERTIFICATE Summary Bythis order, we amend and reissue the certificate ofpublic convenience and necessity issued to Compass Airlines, LLC ("Compass") by removing a condition in the air carrier's certificate that limits the number ofaircraft in its fleet. We also register the trade name "American Eagle" to Compass for use in certain ofits operations. Background On October 9, 2014, Compass filed an application in Docket DOT-OST-2014-0178 for an amendment to its certificate to remove the condition that imposes fleet restrictions on the air carrier

.1 Compass asserts that the removal ofthis restriction will enable it to increase its fleet by 25 additional aircraft, bringing the air carrier's fleet size from 42 to 67 total aircraft. The air carrier intends to operate the additional 25 aircraft as "American Eagle" pursuant to an mr services agreement itrecently entered into withAmericanAirlines, Inc. ("American").2
No answers opposing Compass' application were filed inthe docket.

Compass supplemented its application on January 12 and 28, 2015. 2 In its application, Compass also requests thatthe Departmentregisterthe trade name "AmericanEagle."2
FITNESS By Order 2006-9-24, issued September 26, 2006, the Department found Compass fit, willing, and able to conduct interstate scheduled passenger air transportation and issue to it a certificate authorizing such operations.3 At that time, the Department limited the number oflarge aircraft that Compass could operate to four large aircraft. Since then, the Department has gradually increased the number ofaircraft that Compass is permitted to operate in the context ofinformal fitness reviews. The air carrier is currently authorized to operate up to 42 total aircraft. With these aircraft, Compass operates scheduled air transportation services as Delta Connection and Delta Shuttle providing feeder services for Delta Airlines, Inc. ("Delta"), pursuant to an air services agreementbetween Compass and Delta. Management Compass does not have a Board ofDirectors; rather the company continues to be led by its two managing members Mr. Richard Leach and Mr. Gerald Wigmore. However, the company notes that there have been a few changes to Compass' key management and technical personnel since the Department last concluded its most recent fitness review in conjunction with Compass' request to increase its fleet to 42 large aircraft.4 The following individuals, all U.S. citizens, serve as Compass' keytechnical personnel:
Mr. BrianM. Randow- Vice President and ChiefOperating Officer Mr. JosephRestifo- Director ofSafety Mr. James White- Director ofOperations Mr. ToddNaugle- ChiefPilot Mr. Shane Curtis- Director ofMaintenance Mr. ChadHengemuhle

- ChiefInspector Mr. BrianRandow has beenVice President and ChiefOperating Officer at Compass since 2011. He initiallyjoined the company in 2009 as the Director ofSystem Operations Control. Before comingto Compass, Mr. Randow worked for DeltaAirlines from 2007to 2009 as the Directorof Crew Training. Priorto that, he worked for Mesaba Airlines from 1996 to 2007 holding various leadership positions, including Director of Labor Relations (2006-2007), Director of Systems Operations Control & Crew Resources (2004-2006), Director of Crew Resource & Contract Administration (2001-2004), Manager ofCrewPlanning (1999-2000). Mr. Joseph Restifo, an Airline Transport Pilot with more than 25 years of experience in the airline industry,joined Compass as its Director ofSafety in 2013. Previously, Mr. Restifo was the Vice President ofOperations for Pinnacle Airlines Corporation (2011-2013). From 2007 to 2011, Mr. Restifo was Vice President ofOperations for MesabaAirlines. Priorto that, he served

Compass was initially formed in June 2000 as cargo air carrier under the name Northwest Air Cargo, a company which never operated. The company was a wholly-owned subsidiary ofNorthwest Airlines Corporation, the former parent company ofNorthwest Airlines, Inc. In May 2006, Northwest Air Cargo changed its name to Compass. In September 2006, the Department found Compass fit and by Order 2007-4-28, issued April 30, 2007, we transferredto Compass the certificate authoritypreviously issuedto Independence Air. 4 The Department lastreviewed Compass' fitness in June 2011.3

as Director of Operations for Republic Airlines (2006-2007). Before coming to Republic Airlines, Mr. Restifo worked for Mesaba Airlines holding various positions, including, Director ofFlightOperations and ChiefPilot (1999-2003), Assistant ChiefPilot (1996-1999), Captainand CheckAirman (1992-1996), andFirst Officer (1990-1992).
Mr. James White, also an Airline Transport Pilot, joined Compass in 2011 as its Director of Operations. Prior tojoining Compass, Mr. White worked for Trans States Holdings as Director ofSafety & Regulatory Programs (2010-2011). Before that, he worked for Trans States Airlines for morethan 10 years as itsDirector ofFlightOperations (2004-2010), ChiefPilot (2000-2004), Flight Manager (1992-1993), and Chief Pilot (1988-1992). From 1993 to 2000, Mr. White worked as ChiefPilot for UFS, Inc. d/b/aUnited Express, and from 1985 to 1987, he owned and served as Director ofOperations for Lazy 8/Executive Charter. Mr. White also worked as a Line Pilot for Atlantic SoutheastAirlines (1983-1985) and SoutheasternAirlines (1978-1983).
Mr. ToddNaugle began working for Compass in 2009 as a First Officer and worked his way up to the position ofChiefOfficer. Before coming to Compass, Mr. Naugle was a pilot for Cargo Jet in Ontario, Canada. Before that, he worked for ChampionAirholdingpositions ofincreasing responsibility, including Flight Engineer, Line Check Airman, and Director of Flying (1997-2008). Previously, Mr. White was working as apilotfor Den-StarAviation (1992-1997).
Mr. Shane Curtis came to Compass in 2007 as the company's Technical Operations Manager. He served inthat position until he became the Director ofMaintenance in 2013. Beforejoining Compass, Mr. Curtis worked for Pinnacle Airlines from 1996 to 2007, serving in various aviation-maintenance positions including Maintenance Base Manager, Maintenance Controller, LeadMechanic, andCrew Chief. Mr. ChadHengemuhlebecametheManager ofQuality Assurance andTechnical Compliancefor Compass in 2009 and serves as the company's Chief Inspector. Before coming to Compass, Mr. Hengemuhle worked for Mesaba Airlines from 2005 to 2009 holding various positions of increasing responsibility, including Auditor of Maintenance Safety and Quality Assurance, Maintenance Training Instructor, Maintenance Controller, and Aviation Maintenance Technician. Inlightofthe above, we conclude that Compass continuesto havethe management skills and technical ability to conduct interstate scheduled airtransportation operations. Operations and Finances As mentioned previously, Compass currently provides scheduled passenger flights for Delta under an air services agreement. Over the next 18 months, Compass intends to add 25 more aircraft to its fleet to provide feeder service to American pursuant to an air services agreement withAmerican.
In support ofits request for an amendment to its certificate, Compass provided its balance sheet at August 31, 2014, showing the company having current assets of $35.0 million and current liabilities of$14.4 million, giving the company positive working capital of$20.6 million. The4

company also submitted its income statement for the 12-month period ending September 30, 2014, reporting a net income of$7.3 million. Further, Compass providedthird-party verification from its financial institution showing that the company had about $14.1 million on deposit as of September 24, 2014. ComplianceDisposition Compass states that it has no compliance issues to report. Our review of Federal Aviation Administration ("FAA") records and other data available to us indicate that Compass has had 1 accident and 10 incidents over the past 5 years, and no accidents or incidents within the past 12 months. However, the FAA knows ofno reason why the Department should not grant the air carrier's request. Further, the FAA has advised us that it has no pressing issues that would adversely affect the Department's decision in granting Compass' request to remove its aircraft fleet restrictions. Thus, wefind that Compass has a satisfactory compliance disposition.5
DECISION The Department has reviewed the information submitted by Compass and finds it appropriate to remove the aircraft limitation from the air carrier's certificate. At the time that Compass was found fit to operate large aircraft, the Department's practice was to monitor new entrants more closely for the first five years ofoperations and limit fleet growth in orderto give the air carrier's key management and technical personnel experience in overseeing scheduled operations. This fleet restriction stemmed from recommendations from the FAA 90 Day Safety Review of September 1996. Compass has been operations well beyond five years, having commenced its certificated operations in 2007. Moreover, our review ofthe information Compass provided showthat the air carrier remains a U.S. citizen, and is fit, willing, and able to conduct operations under its certificate. In consideration ofthe above, the Department finds it appropriate to approve Compass' request. We remind Compass, however, that although the Department is no longer requiring the air carrier to seek economic approval to operate additional aircraft, the air carrier is still subject to FAA safety approval before adding aircraftto its Operations Specifications. Trade Name Registration
In a related matter, Compass has requested that the Department register the trade name "American Eagle" for use in certain ofits operations. Part 215 ofthe Department's regulations provides that any carrier wishing to use an alternative trade name must first register that name with the Department. The rule further states that the Department may register such name after the carrier gives notification to similarly named carriers of the proposed use of the name. Compass states that American is aware of and concurs with the trade name registration. The only other similarly named carriers conduct business pursuant to operating agreements with

The Department's Office of Aviation Enforcement and Proceedings ("Enforcement Office") has an open investigation against Compass. Although this investigationremains pending, the Enforcement Office has advised us that they do not object to the issuance of an order removing the aircraft restrictions on Compass' economic authority.5
American. Therefore, no other notification is required. Since Compass has complied with the requirements ofPart 215, we acknowledge the registration ofthe trade name "American Eagle" by Compass for immediate use inits operations. ACCORDINGLY, 1. We remove the condition in the interstate certificate of public convenience and necessity issued to Compass Airlines, LLC, by Order 2010-11-11 that imposes a limitation onthe number ofaircraftthe air carrieris authorized to operate. 2. We reissue the interstate scheduled passenger certificate issued to Compass Airlines, LLC, by Order 2010-11-11 inthe form attached. 3. We acknowledge the registration ofthe trade name "AmericanEagle." 4. We will serve a copy ofthis order onthe persons listed inAttachmentA.

By: SUSANL. KURLAND Assistant Secretary for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at:

http:I /www.regulations.gov

# Certificate of Public Convenience andNecessity for InterstateAir Transportation (as reissued) 

### This Certifies That 

## COMPASS AIRLINES, LLC d/b/a DELTA CONNECTION d/b/a DELTA SHUTTLE d/b/a AMERICANEAGLE is authorized, subject to the provisions ofSubtitle VII ofTitle 49 of United States Code, the orders, rules, and regulations issued thereunder, and the attached Terms, Conditions, and Limitations, to engage in interstate air transportation of persons,property, andmail. This Certificate is not transferable without the approval ofthe Department of Transportation.

Issued by 

### Order2015-3-12 On March 25, 2015 EffectiveonMarch 25, 2015 ByDirection of theSecretary SusanL. Kurland AssistantSecretary for Aviation andInternationalAffairsAttachment * As reissued

### by Order 2015-3-12 

### Terms, Conditions, andLimitations COMPASS AIRLINES, LLC d/b/a DELTA CONNECTION d/b/a DELTA SHUTTLE d/b/a AMERICAN EAGLE

is authorized to engage in interstate air transportation of persons, property, and mail between anypoint in any State, territory, orpossession of the United States or the District of Columbia, andany otherpointin any of those entities. This authority is subjectto thefollowingprovisions: (1) The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department ofTransportationfor the services authorized by this certificate, and with such other reasonable terms, conditions, and limitations as the Department of Transportation mayprescribe in thepublic interest. (2) The holder's authority under this certificate is effective only to the extent that such operations are also authorized by the FederalAviationAdministration (FAA), and comply with all US. Governmentrequirements concerningsecurity, including, butnotlimitedto 49 CFR Part ** 1544. (3) The holder shall at all times remain a "Citizen ofthe United States" as required by 49 US.C. 40102(a)(15). (4) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 205. Failure to maintain such insurance coverage will render a certificate ineffective, andthis or other failure to complywith theprovisions ofSubtitle VJIofTitle 49 of the United States Code or the Department's regulations shall be sufficient grounds to revoke this certificate. (5) The authority contained in this certificate shall remain effective only so long as the holder remains a wholly ownedsubsidiary ofTransStates Holdings, Inc.

* This certificate is being reissued to reflect the currentformatfor such certificates and the expiration ofall restrictions set forth in P.L. 96-192, 94 Stat. 35, 48-49(198-0), also known as the "Love Field" condition. ** To assure compliance with all applicable US. Government requirements concerning security, the holder shall, before commencing any new service (including charterflights) to orfrom aforeign airport, contact its Principal Security Inspector (PSI) to advise the PSI ofits plans and to find out whether the Transportation Security Administration has determinedthatsecurity is adequate to allow such airport(s) to beserved2 (6) The holder is authorized to conduct charterflights in interstate and/orforeign air transportation in accordance with theprovisions of 14 CFR 212. (7) The holder may reduce or terminate service at anypoint or between any two points, subject to compliance with the provisions of49 USC 41734 and all orders and regulations issuedby the Departmenta/Transportation under thatsection. (8) Should the holder propose any substantial changes in its ownership, management, or operations (as that term is defined in 14 CFR 204.2(!)), it must first comply with the requirements of 14 CFR 204.5. (9) In the event that the holder commences but subsequently ceases all operationsfor which it wasfound "fit, willing andable, " its authority under this certificate shall be suspended under the terms of14 CFR 204. 7 and the holder may neither recommence nor advertise such operations unless itsfitness to do so has been redetermined by the Department. Moreover, 

### if the holder does notresume operations within oneyear of its cessation, its authority shall be revoked for dormancy.AttachmentA SERVICE LIST FOR COMPASS AIRLINES, INC.
MRDAVID HAYES III VICE PRESIDENT & GENERAL COUNSEL TRANS STATES HOLDINGS INC 11495 NAVAIDROAD BRIDGETON MO 63044

MRPETERLYNCH AGC-300 ASST CHIEF COUNSEL FOR ENFORCEMENT FEDERAL AVIATION ADMINISTRATION 800 INDEPENDENCEAVE SW WASHINGTON DC 20591

OFFICE OF AIRLINE INFORMATION DOTIRITA/BTS E-34 1200NEWJERSEYAVE SE WASHINGTON DC 20590 MS LISA A HARIG COUNSEL FORCOMPASS AIRLINES LLC MCBREEN & KOPKO 1501 LEE HIGHWAY SUITE 180 ARLINGTON VA 22209

MRMARKMAZOR CERTIFICATION SECTIONMANAGER FAAAFS-900 45005 AVIATION DRIVE SUITE 131 DULLES VA 20166

MRMARLAN PERHUS PRINCIPAL OPERATIONS INSPECTOR FEDERAL AVIATION ADMINISTRATION