BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

WESTJET ENCORE LTD. For a foreign air carrier permit pursuant to 49 U.S.C. § 41301 and exemption authority pursuant to 49 U.S.C. § 40109 (U.S. – Canada) Docket DOT-OST-2014-

APPLICATION OF WESTJET ENCORE LIMITED FOR A FOREIGN AIR CARRIER PERMIT AND EXEMPTION AUTHORITY

Communications with respect to th is document should be sent to:

Don H. Hainbach Jason E. Maddux Garofalo Goerlich Hainbach PC 1200 New Hampshire Avenue NW Suite 590 Washington, D.C. 20036 Tel: 202-776-3970 dhainbach@ggh-airlaw.com jmaddux@ggh-airlaw.com Counsel for WestJet Encore Ltd.

November 13, 2014 NOTICE: Any person may support or oppose this ap plication by filing an answer and serving a copy of the answer on counsel for WestJet Encore Ltd. and upon each person served with this application. Answers to the exemption applicat ion must be filed on or before November 28, 2014, and answers to the permit application mu st be filed on or before December 4, 2014.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

WESTJET ENCORE LTD. For a foreign air carrier permit pursuant to 49 U.S.C. § 41301 and exemption authority pursuant to 49 U.S.C. § 40109 (US – Canada) Docket DOT-OST-2014-

APPLICATION OF WESTJET ENCORE LIMITED FOR A FOREIGN AIR CARRIER PERMIT AND EXEMPTION AUTHORITY

Pursuant to section 41301 of Title 49 of th e United States Code and Parts 211 and 302 of the Department’s Economic Regulations, WestJet En core Ltd. (“WestJet Encore”) hereby applies for a foreign air carrier permit to the full exte nt authorized by the Air Transport Agreement

between the Government of the United States of America and the Government of Canada in order to engage in: (i) scheduled foreign air transportation of persons, property and mail from points behind Canada via Canada and intermedia te points to a point or points in the United States and beyond; (ii) charter foreign air transpor tation of persons, property and mail from any point or points in Canada and any point or points in the United States and any point or points in a third country or countries, pr ovided that, except with respect to cargo charters, such service constitutes part of a continuous operation, with or without a change of aircraft, that includes servi ce to Canada for the purpose of carrying local traffic between Canada and the United States; and (iii) other charter transportation pursuant to the prior approval requirements set forth in Part 212 of the Departme nt’s Economic Regulations.2 WestJet Encore further requests exemption authority under section 40109 of Title 49 to the extent necessary to enable it to provide th e services described abov e pending issuance of a foreign air carrier permit and su ch additional or other relief as the Department may deem necessary or appropriate. It also requests a statement of authoriz ation to the extent necessary to enable WestJet Encore to operate U.S.-Canada transborder service on be half of WestJet under

the “WestJet” name. WestJet Encore requests that the authority described above be issued expeditiously and that the Department process this application pu rsuant to the streamlined regulatory procedures for licensing U.S. and foreign air carriers set forth in the Notice dated August 23, 2005 (Docket OST-2005-22228), and issue a single order (1) granti ng the requested exemption authority for a two-year period or until the requested permit author ity becomes effective, whichever occurs first, and (2) approving the corresponding foreign air ca rrier permit under the show-cause procedures described in the August 23, 2005 Notice. In support of this Application, West Jet Encore states as follows: 1. Name and Address of Applicant The full name and address of Applicant is:

WestJet Encore Ltd. 22 Aerial Place NE Calgary, Alberta T2E 3J1 Canada

2. Form of Organization WestJet Encore Ltd. is a corporation, incorp orated in the Province of Alberta, under the Business Corporations Act (Alberta).3 3. Operational Authority WestJet Encore holds an Air Operator Certif icate issued by Transport Canada, a copy of which is attached as Exhibit 1. With respec t to economic route authority, Decision Nos. 42-A2013 and 236-A-2013, issued by the Ca nadian Transportation Agenc y, authorize WestJet Encore to operate domestic (within-Cana da) service and schedul ed international service between Canada and the United States on behalf of its parent company, WestJet. Copies of those Decisions are

attached as Exhibit 2.

4. Name and Address of Re levant Aviation Authority The competent Canadian air transport auth orities with regulatory jurisdiction over

WestJet Encore are: Canadian Transportation Agency 15 Eddy Street Gatineau (Hull), Quebec, Canada J8X 4B5 Transport Canada 330 Sparks St Ottawa, ON K1A 0N8 5. Bilateral Authority

Aviation relations between the United Stat es and Canada are governed by the Air Transport Agreement between the Government of the United States of America and the Government of Canada (2007) (“Agreement”). In pertinent part, the Agreement provides for Canadian carriers to operate scheduled servic e from points behind Canada via Canada and intermediate points to a point or points in the United States and beyond. The Agreement also provides for Canadian carriers to enter into co operative marketing arrangements. Accordingly, the authority requested here is consistent with the Agreement.4 6. Proposed Services WestJet Encore will operate as a regional carrier on behalf of WestJet. In that capacity, WestJet Encore anticipates operating transborder service on behalf of We stJet from WestJet hubs in Canada, such as Calgary and Toront o, to points in the United States. 7. Directors and Key Management Personnel The names and citizenship of WestJet Encore’s directors and key management personnel

are as follows: Name Address Title Citizenship Ferio Pugliese 22 Aerial Place NE Calgary, AB T2E 3J1 President Canadian Gregg Saretsky 22 Aerial Place NE Calgary, AB T2E 3J1 Director and Chief Executive Officer Canadian and United States Vito Culmone 22 Aerial Place NE Calgary, AB T2E 3J1 Executive Vice

‐ President, Finance and Chief Financial Officer Canadian

Ed Baklor 22 Aerial Place NE Calgary, AB T2E 3J1 Vice

‐ President, Guest Services United States Bob Cummings 22 Aerial Place NE Calgary, AB T2E 3J1 Executive Vice

‐ President, Sales, Marketing and Guest Experience Canadian

Fred Cleveland 22 Aerial Place NE Calgary, AB T2E 3J1 Executive Vice-President, Operations United States

Candice Li 22 Aerial Place NE Calgary, AB T2E 3J1 Vice

‐ President, Controller Canadian

Barbara Munroe 22 Aerial Place NE Calgary, AB T2E 3J1 Vice President, General Counsel and Corporate Secretary Canadian

Heather Wilson 22 Aerial Place NE Calgary, AB T2E 3J1 Assistant Corporate Secretary Canadian Roger McIntosh 22 Aerial Place NE Calgary, AB T2E 3J1 Vice President, Technical Operations Canadian

Grant Theaker 22 Aerial Place NE Calgary, AB T2E 3J1 Vice President, Treasury Canadian

David Moore 22 Aerial Place NE Calgary, AB T2E 3J1 Vice President, Flight Operations Canadian

None of the individuals listed above are related by blood or marriage.5 8. Ownership and Control of Applicant WestJet Encore is wholly owned by (i.e. 10 0% of its shares are held by) WestJet Airlines Ltd., which the Department found to be substantially owned an d effectively controlled by citizens of Canada. See Order 2012-3-6 (Mar. 8, 2012). 9. Homeland Government and Other Relationships WestJet Encore is a privately owned compa ny. As noted above, 100 percent of WestJet Encore’s shares are held by its parent compan y, WestJet Airlines Ltd. Except as discussed below, neither WestJet Encore nor its owners, officers, or directors hold any material interest in a U.S. carrier, any other foreign air carrier, or any entity engaged in the business of aeronautics. 10. History of Operations WestJet Encore received its Air Operator Cert ificate from Transport Canada on June 12, 2013, and launched service in Western Canada on June 24, 2013. WestJet Encore currently operates service to and from eighteen Canadian points. 11. Aircraft and Maintenance Arrangements As of October 31, 2014, WestJet Encore has take n delivery of the follo wing fourteen (14) Bombardier Dash-8 aircraft, which will be used by WestJet Encore in its transborder service: Aircraft Type Registration Country of Registration Bombardier Dash-8 Q400 C-FOEN Canada Bombardier Dash-8 Q400 C-FHEN Canada Bombardier Dash-8 Q400 C-FENU Canada Bombardier Dash-8 Q400 C-FENY Canada Bombardier Dash-8 Q400 C-FNEN Canada Bombardier Dash-8 Q400 C-GENM Canada Bombardier Dash-8 Q400 C-GJWE Canada Bombardier Dash-8 Q400 C-GWEO Canada Bombardier Dash-8 Q400 C-GWEP Canada Bombardier Dash-8 Q400 C-FIWE Canada Bombardier Dash-8 Q400 C-FKWE Canada Bombardier Dash-8 Q400 C-FOWE Canada Bombardier Dash-8 Q400 C-FQWE Canada Bombardier Dash-8 Q400 C-FUWE Canada6 Maintenance for the aircraft will be performed pursuant to WestJet Encore’s maintenance program on file with Transport Canada. That program complies with the International Civil Aviation Organization (ICAO ) Pilots and Airmen Annexes 1, 6 (Part 1),

and 7. 12. Codeshare Arrangements WestJet Encore is not now requesting codesh are authority with any U.S. or non-U.S.

carrier that would aff ect the proposed service to the United States. 13. Financial Summary WestJet Encore, a corporation incorporated in Alberta, Canada, is a wholly-owned subsidiary of WestJet Airlines Ltd., a corporation incorporated in Alberta, Canada. WestJet Airlines Ltd. is publicly traded on the Toront o Stock Exchange and also owns WestJet, an Alberta partnership, a carrier that has been suc cessfully serving the Canadian and U.S.-Canada markets for many years. The most recent audite d annual financial results for WestJet Airlines Ltd. can be found online at the company's Media a nd Investor Relations page, and there can be no question as to WestJet Encore’s fi nancial or operational fitness.

14. Traffic Forecast In the first year of operations, WestJet Enco re anticipates operating approximately daily flights between large cities in Canada, and large cities in the northeast, northwest, and midwest

of the United States in accordance with th e purchase capacity agreement with WestJet.

15. Family Assistance Plan and Pa ssenger Manifest Information WestJet Encore will rely upon the Aviation Disa ster Family Assistance Plan submitted by

WestJet in Docket DOT-OST-1998-3304 dated June 12, 2007, as required by 49 U.S.C. § 41313.7 Pursuant to Part 243 of the Department’s Re gulations, WestJet Encore intends to record the full name, as provided by the passenger, of U.S. citizens traveling on WestJet Encore flights

to or from the United States in the WestJet Rese rvations and/or Departur e Control System. U.S. citizen passengers also will be asked to provide a contact name and telephone number. If that information is provided, it also will be recorded in the WestJet Reservations and/or Departure Control System. The collected data will be retained for the duration of the flight.

16. Insurance

Attached as Exhibit 3 is a copy of WestJet Encore’s Fo reign Air Carrier Insurance Certificate (OST Form 6411) veri fying that WestJet Encore’s in surance coverage complies with the Department’s insurance requirements.

17. Safety and Tariff Violations WestJet Encore has not had any sa fety or tariff violati ons or fatal accidents in the last five (5) years.

18. Waiver of Warsaw Convention Limits Attached as Exhibit 4 is a copy of OST Form 4523 covering the waiver of liability

limitations under the Warsaw Convention.

19. Estimated Fuel Usage WestJet Encore anticipates that grant of the re quested authority will not result in aircraft fuel consumption exceeding 10 million gallons. A ccordingly, grant of the requested exemption would not constitute a “major regulatory actio n” under the Energy and Conservation Act of 1975, as defined in Section 313.4 of the Department’s regulations.Office of the Secretary

of Transportation AGENCY DISPLAY OF ESTIMATED BURDEN The public reporting burden for this collection of information is estimated to average 30 minutes per response. If you wish to comment on the accuracy of the estimate or make suggestions for reducing this burden, please direct your comments to: U.S. Department of Transportation, Office of Aviation Analysis, X-56, 400 7 th St., SW, Washington, D.C. 20590. According to the Paperwork Reduction Act of 1995, no persons are required to respond to a collection of information unless it displays a valid OMB control number.

Note: For information on where to file completed copies of this form, see FILING INSTRUCTIONS below. OMB No. 2106-0030 Expires 2-28-2011 FOREIGN AIR CARRIERS

– CERT IFICATE OF INSURANCE POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY

AND PROPETY DAMAGE LIABILITY FILING INSTRUCTIONS: File a signed original of this form with the Federal Aviation Administration, Air Transportation Div., AFS-260, 800 Independence Ave., SW., Washington DC 20591. (See EXCEPTION below.) EXCEPTION : If Section 2.A. is filled in because the insured is a Canadian Charter Air Taxi Operator, file an original of this form with the U.S. Department of Transportation, Special Authorities Division (X-46), 400 7 th Street, SW, Washington, D.C. 20590 (Please type information, except signatures.) THIS CERTIFIES THAT: Certain Licensed Canadian Companies

(Name of Insurer) Has issued a policy or policies of Aircraft Liability Insurance to WestJet Encore Ltd

22 Aerial Place NE, Calgary, Alberta. T2E 3J1 CANADA FAA Certificate Number (Name, address and FAA Certificate number of Insured Foreign Air Carrier) effective from December 1, 2014 Until ten (10) days after written notice from the insurer or carrier of the intent to terminate coverage is received by the Department of Transportation. NOTE: Part 205 of the Department’s Regulations does not allow for a predetermined termination date, and a certificate showing such a date is unacceptable. 1. The Insurer (Check One): is licensed to issue aircraft insurance policies in the United States; is licensed or approved by the government of Canada to issue aircraft insurance policies; or is an approved surplus line insurer in the State(s) of

2. The insurer assumes, under the policy or policies listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use of aircraft in “foreign air transportation” as that tem is defined in 49 U.S.C. 40102. A. CANADIAN CHARTER AIR TAXI OPERATORS WITH PART 294 ATHORITY ONLY The aircraft covered by this policy have: (1) 30 or fewer passenger seats and a maximum payload capacity of 7,500 pounds or less; and/or (2) a maximum authorized takeoff weight on wheels of no more than 35,000 pounds. (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence

Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $ 75,000 $2,000,000*(See note)

Passenger Bodily Injury $ 75,000 $75,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, an passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. NOTE: If the aircraft covered by this policy have more than 30 passenger seats or more than a maximum payload capacity of 7,500 pounds, the minimum limit per occurrence shall be $20,000,000 OST Form 6411B. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT

The aircraft covered by this policy are SMALL AIRACRAFT (i.e., with 60 or fewer passenger seats or with a maximum payload capacity of 18,000 pounds or less). (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence

Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $ 300,000 $2,000,000

Passenger Bodily Injury $ 300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, an passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. C. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT The aircraft covered by this policy are LARGE AIRACRAFT (i.e., with more than 60 passenger seats or with a maximum payload capacity of more than 18,000 pounds). (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence

AU104014 Combined Bodily Injury (Excluding Passengers other than

cargo attendants) and Property Damage Liability $ 300,000 $20,000,000

AU104014 Passenger Bodily Injury $ 300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, an passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes

passenger liability insurance. 3. The policy or policies listed in this certificate insure(s) (Check One): Make and Model FAA or Foreign Flag Registration No. Operations conducted with all aircraft operated by the insured Operations conducted with the following types of aircraft Bombardier Q400 Next Gen Series Operations with the following aircraft (use additional page if necessary) 4. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205. Marsh Canada Limited (Name of Insurer) (Name of Broker, if applicable) 222 – 3 rd Ave SW (Address) (Address) Calgary, AB, T2P 0B4 (City, State, Zip Code) (City, State, Zip Code) Sigmund Berlie Contact (person who can verify the effectiveness of the coverage) (Officer or authorized representative))

403 476 3463 403 476 3584 (Area Code, Phone Number)) (Area Code, Fax Number) (Area Code, Phone Number)) (Area Code, Fax Number)

(Signature, if applicable) (Signature) November 10, 2014 (Date) (Date)