U.S. Department of Transportation Office ofthe Secretary ofTransportation December 11, 2014 Ms. RebeccaB. MacPherson Jones Day 51 LouisianaAve.,N.W. Washington, DC 20001

DearMs. MacPherson: i 

### l 1200 New JerseyAvenue SE Washington DC 20590

We have completed our initial review ofthe application filed by Menagerie Enterprises, Inc. d/b/a Monarch Air ("Monarch") for the determination of its fitness to conduct scheduled passenger air transportation as a U.S. commuter air carrier. This review has revealed the need for additional and/or clarifying informationbefore we cancomplete processing ofMonarch's application. The attached Information Request lists the areas where further information and/or clarification is necessary. I askthatyourespondfully to this requestwithin 30 days ofthe date ofthis letter. You may upload your response viathe web at www.regulations.gov, or you may mail your response to U.S. Department ofTransportation Dockets, West Building, Ground Floor, (M-30, Room W12-140), 1200 NewJersey Avenue SE, Washington, D.C. 20590. Ineither case, your response shouldbefiled inDocketDOT-OST-2014-0192. As is the Department's practice, further processing ofMonarch's application will be deferred pending receipt of this material. In addition, please remember that Monarch should promptly provide the Department with any information regarding changes it may undergo in areas affecting its fitness (i.e., management, operating plans or financial condition, compliance disposition, or ownership) while its application is underreviewbythe Department. Thank you for your cooperation in this matter. Ifyou have any questions regarding this letter or the requested information, please feel free to contact Shabu Thomas of my staff at (202) 366-9721 or shabu.thomas@dot.gov.

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### "· Chiei,:Ait CarrierFitness Division Office ofAviationAnalysis

cc: DocketDOT-OST-2014-0192 Mr. Cameron Baker POI for Menagerie Enterprises, Inc. d/b/aMonarchAir FAAInformation Request GeneralInformation

1. In its application, Monarch states that it has various related companies, including Trey Aviation, LLC; Trey Aviation, Inc., and Menagerie Aircraft Management LLC. Is there a parent company that manages and oversees the activities ofall these companies? Ifso, pleaseprovide an organizational chartillustratingthe relationships. Operations and FinancialInformation 1. Please provide a detailed description ofRise's business. The description should include the answers to the following questions:

a. Does Rise engage in activities other than providing air transportation for its members? b. How many members does Rise have and how many does it anticipate will participate inthe airtransportationportion ofits business? c. What is the total cost ofmembership; are there initial sign-up costs, annual membership dues, andmonthly fees? d. Does Monarch receive any portion or percentage of the membership fees collected? If so, what is the percentage of the total cost of membership received? 2. Please provide the Department with a copy ofthe agreement betweenMonarch and Rise. 3. Please provide a description ofthe proposed form and source ofcapital to support the acquisition of the three King Air 350 aircraft Monarch proposes to use in its commuter operations. Iftheresources ofan individual(s) or other organization(s) will be made available to Monarch to support its operations, provide a statement from such individual(s) or organization(s) ofthe amount ofsuch available resources and terms and conditions under which such funds will be provided. Ifborrowed capital or a line-ofcredit is to be employed, the total amount, current balance, source, security, payment schedule, provisions to convert the debt to equity, and terms ofrepayment to the lender should be stated. Identify the participants in each arrangement and supply their commitments, citizenship, and any relationship with any acquiring shareholders or affiliates. In addition, copies ofthe funding agreements shouldbe submitted. 4. Please provide third-party verification from arecognized financial institution for all funds currently (within 3 months of the date of the application filed) on deposit in Monarch's name. 5. Please provide a consolidated forecast balance sheet and profit and loss statement (broken downby month) for the first twelve full months for the entire business as well as2 separate forecast statements for each operating segment, including the proposed commuter operations. These documents should include ample notes explaining the basis ofcomputationofthe amounts shown. The expense data should show:

a. Detail of expense category (direct and indirect), indicating how the amounts were computed. Ifproposing to operate more than one aircraft type or model, the forecast should include separate estimates of expenses for training, maintenance, preparation ofmanuals, etc., for eachaircrafttype ormodel. b. For indirect expenses, since Monarch is engaged in other aviation-related operations (aircraft leasing, repair station, etc.,), expenses should be allocated on a rational basis between proposed commuter operations and other operation, withappropriate explanations.

c. Ifaircraft or other facilities are to be required to conduct the proposed services, a description of the plans for obtaining and financing those items should be provided. 6. Please provide an estimate of the amount of capital Monarch will need to commence operations. Please include the basis ofthe estimate (e.g., the amounts for preoperating costs, including aircraft deposits, or leases, office and hangar space, insurance, salaries, training, FAA and Departmentcertifications, working capital, etc.). Certification The information provided pursuant to this Information Request should be accompanied bythe following certification: The contents ofthis application and the attached exhibit (s) are true and correctto the best ofmy knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I 

### [the individual signing the application, who shall be aprincipal owner, senior officer, or internal counsel ofthe applicant], in my individual capacity and as the authorized representative of the applicant, 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 contain such statements in connection with the preparation, filing or prosecution ofthe application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shallbe fined orimprisonednotmore than five years, orboth.