BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of

CENTURION AIR CARGO, INC., SKY LEASE I, INC. d/b/a TRADEWINDS AIRLINES, and ARROW AIR, INC.

for an exemption from the provisions of 49 U.S.C. § 41105 Docket OST-2010-

JOINT APPLICATION OF CENTURION AIR CARGO, INC., SKY LEASE I, INC. D/B/A TRADEWINDS AIRLINES, AND ARROW AIR, INC. FOR AN EXEMPTION

Communications with respect to this document should be sent to:

John R. Mietus, Jr. William C. Evans Law Office of John Mietus, LLC 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817-7500 (202) 747-5212 - Telephone (240) 396-5362 - Fax john@mietuslaw.com bill@mietuslaw.com Counsel for CENTURION and SKY LEASE

Pierre Murphy Law Offices of Pierre Murphy 1200 New Hampshire Ave, NW, Suite 800 Washington, DC 20036 (202) 776-3980 - Telephone (202) 776-3975 - Fax pmurphy@lopmurphy.com Counsel for ARROW James W. Jarvis Jarvis & Associates, PA 1430 South Dixie Hwy Ste 306 Coral Gables, FL 33146 (305) 448-4848 - Telephone (305) 445-4545 - Fax Counsel for JW ACQUISITION, INC.

October 14, 2010

Notice : Any person may support or oppose this application by filing an answer on or before October 28, 2010 and serving a copy on counsel for the Joint Applicants and all persons served with this application.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of

CENTURION AIR CARGO, INC., SKY LEASE I, INC. d/b/a TRADEWINDS AIRLINES, and ARROW AIR, INC.

for an exemption from the provisions of 49 U.S.C. § 41105 Docket OST-2010- October 14, 2010

JOINT APPLICATION OF CENTURION AIR CARGO, INC., SKY LEASE I, INC. D/B/A TRADEWINDS AIRLINES, AND ARROW AIR, INC. FOR AN EXEMPTION

Centurion Air Cargo, Inc. ("Centurion"), Sky Lease I, Inc. d/b/a

TradeWinds Airlines ("Sky Lease"), and Arrow Air, Inc. ("Arrow")

(collectively, the "Joint Applicants") today have applied, pursuant to 49

U.S.C. § 41105, for approval of a de facto transfer of Arrow's international

route authority. That transfer would occur due to the proposed purchase of

Arrow's stock, through a special purpose company, by Alfonso Rey, the owner

of Centurion and Sky Lease. The information contained in that application,

including a listing of route authority held by each applicant, is incorporated

herein by reference. So that the Joint Applicants may close the proposed

transaction as early as November 22, 2010, a timeline set by the Bankruptcy
Court overseeing Arrow's reorganization, they respectfully request that theCenturion/Sky Lease/Arrow Exemption October 14, 2010 Page 2
Department grant them a pendente lite exemption from the provisions of 49

U.S.C. § 41105 as expeditiously as possible.

The Department has granted numerous exemptions of this type to

allow stock transactions involving common ownership of multiple U.S.

carriers to close in a timely fashion. 1 Such an exemption requires a finding

that the proposed transaction is in the public interest, and that is clearly the

case here.

Arrow is currently dormant, and the Bankruptcy Court has recognized

Mr. Rey's bid, through JW Acquisition, Inc. ("JWA"), as the highest and best

offer for a reorganized Arrow. Mr. Rey's ultimate goal is for Arrow to return,

as a separate airline, to revenue service, and he recently led Sky Lease out of

bankruptcy through a similar acquisition. JWA has begun to discuss plans
for such a return with the Federal Aviation Administration ("FAA") Flight

Standards District Office responsible for Arrow's FAA certificate; of course,
such a return will require the filing of fitness information as to the

reorganized Arrow under 14 C.F.R. § 204.7(b). By providing an opportunity

for Arrow to move from dormancy to operations that build on its experience in

U.S.-Latin American markets, the proposed transaction will benefit Arrow,

1 See, e.g., Arrow Air, Inc., ATA Airlines, Inc., North American Airlines, Inc. and World Airways, Inc., Order 2008-6-32 (exemption).Centurion/Sky Lease/Arrow Exemption October 14, 2010 Page 3
its employees, and the shipping public. Further, there would be nothing
adverse in the common control of Centurion, Sky Lease, and Arrow that

would dilute those benefits.

The Joint Applicants recognize that exemptions of the type they

request historically have carried an obligation to maintain and operate the
companies separately pending action on the corresponding transfer

application. Arrow therefore will be maintained and operated separately
from Centurion and Sky Lease.Centurion/Sky Lease/Arrow Exemption October 14, 2010 Page 4
WHEREFORE, Centurion Air Cargo, Inc., Sky Lease I, Inc. d/b/a
TradeWinds Airlines, and Arrow Air, Inc. respectfully request that the

Department grant them: (a) an exemption from the provisions of 49 U.S.C.

§ 41105 to the extent necessary to permit the common ownership of

Centurion, Sky Lease, and Arrow pending the Department's final action on

the above-referenced de facto certificate transfer application and (b) such

other relief as the Department deems necessary or proper.

Respectfully submitted,

John R. Mietus, Jr. William C. Evans Law Office of John Mietus, LLC 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817-7500 (202) 747-5212 - Telephone (240) 396-5362 - Fax john@mietuslaw.com bill@mietuslaw.com Counsel for CENTURION and SKY LEASE

Pierre Murphy Law Offices of Pierre Murphy 1200 New Hampshire Ave, NW, Suite 800 Washington, DC 20036 (202) 776-3980 - Telephone (202) 776-3975 - Fax pmurphy@lopmurphy.com Counsel for ARROW James W. Jarvis Jarvis & Associates, PA 1430 South Dixie Hwy Ste 306 Coral Gables, FL 33146 (305) 448-4848 - Telephone (305) 445-4545 - Fax Counsel for JW ACQUISITION, INC.

October 14, 2010CERTIFICATE OF SERVICE
I hereby certify that I have, this 14th day of October, 2010 caused the attached Joint Application of Centurion Air Cargo, Inc., Sky Lease I, Inc. d/b/a TradeWinds Airlines, and Arrow Air, Inc. for an Exemption to be served by electronic mail on the persons on the attached service list.
rsilverberg@sgbdc.com for ABX efaberman@wileyrein.com for AirTran ggolder@cargoholdings.com for Air Transport International cdonley@ssd.com for Alaska/Horizon carl.nelson@aa.com for American and American Eagle jrichardson@johnlrichardson.com for Amerijet eseiden@bsfllp.com for Astar jonathan.blank@klgates.com for Capital Cargo hershel.kamen@coair.com; dan.weiss@coair.com rbkeiner@crowell.com for Continental and Expressjet sascha.vanderbellen@delta.com; jeff.morgan@delta.com john.palo@evergreenairlines.com nssparks@fedex.com msinick@ssd.com for Florida West robert.cohn@hoganlovells.com for Freedom and Frontier jhill@dowlohnes.com for Hawaiian and JetBlue mlbenge@zsrlaw.com for North American/World brian.gillman@mesa-air.com ggarofalo@ggh-airlaw.com for Pinnacle agoerlich@ggh-airlaw.com for Ryan Int'l and Southern lhalloway@crowell.com for Skywest jyoung@yklaw.com for Spirit john.fredericksen@suncountry.com jeffrey.manley@united.com, steve.morrissey@united.com dvaughan@kelleydrye.com, dfisher@kelleydrye.com for UPS pmurphy@lopmurphy.com for USA 3000 howard.kass@usairways.com, benjamin.slocum@usairways.com mcmillin@woa.com matwood@cozen.com for Xtra jabreu@miami-airport.com

John R. Mietus, Jr.