January 2 4 , 2015 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

Menagerie Enterprises, Inc. d/b/a Monarch Air

for authority to conduct scheduled passenger operations as a commuter air carrier under 49 U.S.C. § 41738 DOCKET 2014

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RESPONSE OF RISE ALPHA, LLC TO DOT INFORMATION REQUEST DATED JANUARY 14, 2015

Nick Kennedy Founder and Chief Executive Officer Rise Alpha, LLC 7363 Herb Kelleher Dallas, TX 75235

David T. Denney , Esq. The Law Offices of David T. Denney, P.C. 8350 N. Central Expressway, Suite 925 Dallas, TX 75206 Patricia N. Snyder G. Brent Connor

Thompson Hine LLP 1919 M Street, NW Suite 700 Washington, DC 20036

- 1600

(202) 263

- 4189

pat.snyder@thompsonhine.comJanuary 2 4 , 2015 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

M e nagerie Enterprises, Inc. d/b/a Monarch Air

for authority to conduct scheduled passenger operations as a commuter air carrier under 49 U.S.C. § 41738 DOCKET 2014

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RESPONSE OF RISE ALPHA , LLC TO DOT INFORMATION REQUEST DATED JANUARY 14, 2015

Rise Alpha, LLC, a ticket agent acting on behalf of its members, is pleased to

provide the following information to assist the Department in its review of the above

captioned a pplic ation. Rise i s neither an a pplicant in, nor a party t o , this proceeding.

Instead, Rise has a vital interest in the expeditious grant of Monarch Air ’ s application

because Rise wishes to charter aircraft from applicant Monarch Air on behalf of its

membership

. Rise has identified significant, urgent demand for its unique business

model, and it is anx ious for M onarch Air to be able to provide air services to its

membership.

Th e information in this response was requested in the Department’s request dated

January 14, 2015. Attached to this applica tion are four exhibits that verify that Rise has

the necessary financial wherewithal to fulfill financial commitment s made to Monarch

Air on behalf of its membership . Those four exhibits are being provided separately under

cover of a Rule 12 motion for confidential treatment.R esponse of Rise Alpha, L LC
t o DOT 1/14/15 Information Request Page 2 of 4

For t he Department’s convenience, we reprint below in italics the Department’s

specific requests for information relating to Rise

. Rise ’ s answers follow in regular type

after the questions:

3. In your application and supplemental information submitted, you stat ed that Monarch intends to support the Rise operations by drawing on a line of credit provided by Rise. However, we are unable to ascertain the veracity of this statement without additional information on Rise. Therefore we ask that you please provide th e following: a. The line of credit agreement between Rise and Monarch that includes the total available line of credit, amount drawn down, terms of repayment, any conditions that must be met before funds will be advanced and the expiration date.

Initially , the parties assumed that there would be a line of credit between Rise and

Monarch Air

. A s plan n ing evolved, Monarch Air required Rise to establish a line of

credit with a bank for Monarch Air ’s sole benefit, to guarantee Rise’s payment. As

required, Rise has e stablished a revolving line of credit with Liberty Capital Bank of

Addison, Texas solely for payment of Monarch’s operating expenses in providing the air

service

. The precise terms and condition s of th e signed line of credit and note are in

Exhibit 4, which is being provided to the Department under separate cover subject to a

motion for confidential treatment.

This line of credit had been previously arranged with the bank so that Rise could

meet its obligation to Monarch Air once i t started providing air service to Rise members

.
However, Rise did not plan to finalize the l ine of credit until it was closer to o pening for

business

. T o expedite the Department ’ s processing of Monarch Air ’ s application

, Rise

has established the line of credit early. As a result, t he line of credit has not yet been

drawn upon

, but c ould be a source of funds if necessary to reimburse Monarch Air for theR esponse of Rise Alpha, L LC
t o DOT 1/14/15 Information Request Page 3 of 4

costs of the aircraft lease until t he Department grants th i s application s o Monarch Air c an

start service. Those lease costs are reflected in Monarch Air ’s financial projections.

b. Third party verification of Rise’s ability to extend the line of credit to Monarch, including Rise’s current (with in 3 months) financial statements, together with their accompanying explanatory footnotes. Since Monarch is relying on Rise, we need to determine that Rise has the necessary financial wherewithal to fulfill any financial commitment made to or on behalf of Monarch.

Monarch Air and Rise together have more than adequate capital to start service.

In this response, Rise has provided information regarding its own initial capitalization

( financial statements and confirmations of bank balances ) to the Department in i ts

exhibits, which covered by a motion for confidential treatment.

While Rise awaits the outcome of this proceeding, i t has started incurring monthly

expenses of about $50,000 per month

— nearly $1700 per day

— for expenses such as

rent, salary and marketing. These expenses are funde d thr ough the cash available to Rise

in its checking accounts, the amounts of which are verified in Exhibits 2 and 3. Exhibit

1, Rise’s financial statements, show s Rise’s assets as of November 30, 2014

. 1 The

balance s in the checking accounts are significantly higher than the assets shown in the

financial statements du e to equity inves tments made since November 30, 2014

.

1 November 30, 2014 are the most current financial statements, as Rise Alpha has not yet closed its books for December, 2014.R esponse of Rise Alpha, L LC
t o DOT 1/14/15 Information Request Page 4 of 4

WHEREFORE , Rise Alpha, LLC provides the above information in response to

the Department’s January 14 , 2015 request for information

. Rise stands ready to assist

the Department in any way to expedite its consideration of this application

. Submitted by,

P atricia N. Snyder Counsel for Rise Alpha, LLC. Attachments: Index of E xhibits Verification Certificate of ServiceINDEX OF CONFIDENTIAL EXHIBITS

1. Ris e Unaudited Financial Statement as of 11/30/14

2. First Financial Bank Letter confirming total cash balance at 1/21/15

3. Liberty Capital Bank Letter confirming total cash balance at 1/21/15

4. Liberty Capital Bank Commercial Line of Credit Agreement and NoteVERIFICATION

Pursuant to 18 U.S.C. § 1001, I, Nick Kennedy , in my individual capacity a nd as the authorized representative of Rise Alpha, LLC , have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which c ontain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. § 1001 shall be fined not more than $10,000 or imprisoned not mo re than five years, or both. My certification here applies to the contents of this Response to DOT Information Request dated January 14, 2015 , as well as to the information provided to Monarch Air in Exhibits C and D of its Re sponse to Information Request filed on December 30 , 2014.

S igned,

Nick Kennedy in his individual capacity and as manager of Rise Alpha, LLCCERTIFICATE OF SERVICE

I hereby certify that on January 2 4 , 2015, I served the foregoing Response to DOT Information Request dated January 14, 2015 in the manner, and upon the persons

, shown in the following service list.

Patricia N. Snyder

SERVICE LIST

Rebecca B. MacPherson Counsel for Menagerie Enterprises, Inc. d/b/a Monarch Air by email: rmacpherson@jonesday.com

By first

- class mail, postage prepaid :