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 the 
Centurion/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, 2010
CERTIFICATE 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.