14 CFR 121.163 Proving Runs Exemption Request - April 19, 2011 Page 1 of 4 April 19, 2011

U.S. Department of Transportation Docket Operations West Building Ground Floor

Room W12-140 1200 New Jersey Avenue, SE. Washington, DC 20590

To Whom it May Concern:

The Department of Transportation (DOT) grante d an exemption to the provisions of section 41105 of Title 49 of the United States Code, allo wing for the purchase of ExpressJet Holdings, Inc by SkyWest, Inc. on September 30, 2010. Fo llowing that approval, on November 12, 2010, ExpressJet Holdings, Inc., the parent company of ExpressJet Airlines, Inc. was purchased by SkyWest, Inc. through its wholly-owned subsidiary A tlantic Southeast Airlines , Inc. As a result of the transaction, ExpressJet Holdings, Inc. became a wholly-owned s ubsidiary of Atlantic Southeast Airlines, Inc.

On December 20, 2010, Atlantic Southeast Airlin es and ExpressJet Airlines received FAA Acceptance of the Single Operating Certificate Transition Plan and Operation Specification A502 has been granted and issued.

With the activities associated w ith the transition now beginning, th e purpose of this letter is to request Exemption approval on se veral regulations to ensure a smooth transition to a single operating certificate. Note that wh ile the current plan is for the fi nal operating cer tificate to be

the current Atlantic Southeast Ai rlines Air Carrier Certificate (Certificate No. ASOA029B), the discussion provided in this letter is applicable regardless of which certificates were to be the merged carrier's certificate. Atlantic Southeast Airlines is following the process outlined in 14 CFR 11 and 14 CFR 121 in requesting a one-time exemption from the regulation listed below:

121.163 (a) (b) and (c) Aircraft proving tests.

(a) Initial airplane proving tests. No person may operate an ai rplane not before proven for use in a kind of operation under this part or part 135 of th is chapter unless an airplane of that type has had, in addi tion to the airplane certificati on tests, at least 100 hours of proving tests acceptable to the Administrator, including a representative number of flights into en route airports. The requirement fo r at least 100 hours of proving tests may be reduced by the Administrator if the Administrator determines that a satisfactory level of proficiency has been demonstrat ed to justify the reduction. At least 10 hours of proving flights must be flown at nigh t; these tests are irreducible.14 CFR 121.163 Proving Runs Exemption Request - April 19, 2011 Page 2 of 4 (b) Proving tests for kinds of operations. Unless otherwise authorized by the Administrator, for each type of airplane, a certificate holder must conduct at least 50 hours of proving tests acceptable to the Admi nistrator for each kind of operation it intends to conduct, including a representative number of flights into en route airports.

(c) Proving tests for materially altered airplanes. Unless otherwise authorized by the Administrator, for each type of airplane that is materially altered in design, a certificate holder must conduct at least 50 hours of proving tests acceptable to the Administrator for each kind of operation it intend s to conduct with that airpla ne, including a representative number of flights into en route airports.

Precedents for such approval include the granti ng of the same approval for the America West and US Airways merger, the TWA and American Ai rlines merger as well as the Northwest and Delta Airlines merger.

The extent of relief sought is a one-time exem ption approval from proving test requirements for all aircraft types which are not presently included on the final air carrier certificate. Those type, and the approximate year of entry in to service at the carrier are liste d in the table attached to this

request.

Factors for consideration supporting th is request for exemption include:

• Both carrier's very extensive operating experien ce with these aircraft. All city pairs which might be considered for proving runs are cu rrently being operated in revenue service.

• The carrier's flight deck crews and cabin crews will operate these aircraft types in accordance with the FAA-approved pro cedures in place at SOC issuance.

• No crewmember movement between legacy carriers will occu r until post-Single Operating Certificate and merging of all trai ning programs has been completed for these

crewmembers.

Expediting the movement to a Single Operating Certificate provides:

• A reduced period of time maintaining two 'par allel' certificates including carrier 119 positions and separate individual carrier accountability and oversight by the FAA.

• Movement to a single certificate allows a single operational control system to be in place, which is essential to ensure the highest level of safety as the carrier moves forward to complete the balance of the merger related items.

• Provides increased operational flexibility with re spect to the use of aircraft and serviced markets. This enables the adjustment of servic e to better ensure appr opriate service levels to the public in all cities served.

Failure to obtain this exemption would result in:14 CFR 121.163 Proving Runs Exemption Request - April 19, 2011 Page 3 of 4 • Extensive disruption to the car rier's operations as aircraft and crews are pulled from current line operations to support these activ ities. These activities may have a negative effect on the traveling public.

• Disruption to ramp operations as the additi onal proving flights must be accommodated as though they were revenue flights. This may re sult in disruptions to revenue flights being conducted with a negative effect on the traveling public.

• Significant additional workload for the FAA in the supervision and conduct of such proving tests.

Based upon each legacy carrier's extensive experi ence in operating these aircraft types and the high level of experience of the crews, such an exercise would not have any increase in the level of safety of the merged carrier's operation.

We look forward to your timely response to this request. Should you require any additional information, please feel free to contact me.

Sincerely,

James Nides SOC Project Manager Atlantic Southeast Airlines, Inc.

cc: Brad Holt

Charlie Tutt

Lisa Walker J.D. Schwab (FAA)

Attachment14 CFR 121.163 Proving Runs Exemption Request - April 19, 2011 Page 4 of 4 

### Proving Runs by Aircraft Ty pe for each Legacy Carrier

Fleet Type Atlantic Southeast Legacy ExpressJet Legacy Proving Run Date Proving Run Date CRJ-200 September 1997 

### n/a
CRJ-700 Not Required 

### n/a
CRJ-900 Not Required 

### n/a

EMB-135 

### n/a January 1997

EMB-145 

### n/a January 1997 n/a = Aircraft Not Applicable to the Operator Waived = Exempt based upon prior demo Not Required = Not required due to prior variant compliance