\\DC - 023866/000002 - 5737798 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of MESA AIRLINES, INC. for an exemption under 49 U.S.C. § 40109 (Dallas/Ft. Worth – Leon/Guanajuato , Mexico) (Dallas/Ft. Worth – Queretaro, Mexico) ) ) ) ) ) ) ) ) Docket DOT-OST-2014-____

APPLICATION OF MESA AIRLINES, INC. FOR EXEMPTION AUTHORITY
Communications with respect to this document should be addressed to: Brian Gillman Executive Vice President, General Counsel and Secretary Mesa Air Group, Inc. 410 North 44 th Street, Suite 700 Phoenix, AZ 85008 TEL: 602-685-4000 FAX: 602-685-4350 Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for MESA AIRLINES, INC.
October 14, 2014
NOTICE: Mesa will be polling the carriers on the attached service list about this Application and will report the polling results to the Department.\\DC - 023866/000002 - 5737798 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of MESA AIRLINES, INC. for an exemption under 49 U.S.C. § 40109 (Dallas/Ft. Worth – Leon/Guanajuato , Mexico) (Dallas/Ft. Worth – Queretaro, Mexico) ) ) ) ) ) ) ) ) Docket DOT-OST-2014-____
October 14, 2014

APPLICATION OF MESA AIRLINES, INC. FOR EXEMPTION AUTHORITY
Pursuant to 49 U.S.C. § 40109 and Subpart C of the Department's Rules of Practice (14 C.F.R. Part 302), Mesa Airlines, Inc. (“Mesa”) hereby applies for exemption authority to engage in scheduled foreign air transportation of persons, property, and mail between Dallas/Ft. Worth, Texas, and Leon/Guanajuato , Mexico (“BJX”), and between Dallas/Ft. Worth, Texas, and Queretaro, Mexico (“QRO”), beginning on or about November 6, 2014, as soon as all requisite regulatory approvals are obtained. Mesa requests that this authority become effective as soon as possible for a period of at least two years, subject to the Department’s standard conditions. In addition, Mesa requests (i) a U.S.-Mexico operating carrier designation for these two routes and (ii) that the Department notify the Mexican authorities confirming Mesa’s authority to serve these two routes. In support of this Application, Mesa respectfully states as follows: 1. Mesa is a Nevada corporation with its principal office at 410 North
44 th Street, Suite 700, Phoenix, Arizona, 85008.Application of Mesa Airlines, Inc. for Exemption Authority Page 2

\\DC - 023866/000002 - 5737798 v1 2. Mesa is a citizen of the United States within the meaning of 49 U.S.C. § 40102(a)(15) and is fit, willing, and able to provide the services contemplated by this application. Mesa holds various certificates of public convenience and exemption authorities (including exemption authority to serve certain points in Mexico). See, e.g. , Notice of Action Taken, dated April 8, 2013 (Phoenix–Ixtapa/Zihuatanejo, Mexico) (Docket DOT-OST-2009-0109). Pursuant to Rule 24 of the Department’s Rules of Practice, Mesa requests that the Department take official notice of all information previously filed to establish its fitness. 3. Mesa intends to operate scheduled air service in the DFW–BJX and DFW–QRO markets using regional jet aircraft operating under the “American Eagle” brand. 1 Awarding the requested exemption authority to Mesa will enable Mesa and American Airlines to offer public interest benefits by providing competition to other carriers offering transborder U.S.–Mexico services, as well as supporting commerce and maintaining and enhancing travel options to the public. It will also enable American to tailor capacity to demand on these transborder routes. 4. The exemption authority and designations sought herein are fully consistent with the U.S.–Mexico Air Transport Services Agreement, as amended (“the Agreement”). Annex I(A) of the Agreement authorizes carriers designated

1 Mesa understands that American Airlines, Inc. has DOT authority for DFW-BJX and will be applying for DFW-QRO authority separately.Application of Mesa Airlines, Inc. for Exemption Authority Page 3

\\DC - 023866/000002 - 5737798 v1 by the U.S. under Route 1(a) to operate from “a point or points in the United States to a point or points in Mexico” and permits the U.S. to designate two U.S. carriers to operate scheduled combination services between any point in the U.S. and Leon/Guanajuato and between the U.S. and Queretaro. American and Envoy currently hold designations for DFW-BJX, and Envoy and American Eagle hold a designation for DFW-QRO. Current plans call for Mesa to substitute for Envoy on the DFW-BJX route and to operate the DFW-QRO route previously served by American Eagle. Therefore, Mesa requests that Envoy’s designation for DFW-BJX and American Eagle’s designation for DFW-QRO be re-designated to Mesa, albeit without any interruption in service. Inasmuch as Mesa’s service will replace Envoy’s DFW-BJX and American Eagle’s DFW-QRO service, no additional designation will be required. 2
WHEREFORE, Mesa respectfully requests that the Department grant Mesa’s Application for exemption authority and designations to engage in scheduled foreign air transportation of persons, property, and mail between

2 To ensure that the services on the DFW-QRO and DFW-BJX routes are not disrupted, Envoy’s DFW-BJX designation and American Eagle’s DFW-QRO designation should not be revoked until Mesa’s Application has been approved, the new service is commenced, and American Eagle and Envoy have given notice that their respective designations are no longer required. The process by which Mesa will replace American Eagle and Envoy on these respective routes is similar to that previously approved by the Department on several recent occasions. See, e.g., Notices of Action Taken, dated May 27, 2014 (Dockets DOT-OST-2014-0058 and 2014- 0059); dated May 12, 2014 (Dockets DOT-OST-2014-0060 and 2013-0114); and dated July 29, 2014 (Dockets DOT-OST-2014-0100 and 2014-0101). American Eagle service operated by American Eagle and Envoy will be replaced in the DFW-QRO and DFW-BJX markets, respectively, with American Eagle service operated by Mesa commencing on or about November 6, 2014, as soon as all regulatory approvals are received. The Department should withdraw the designations of American Eagle and Envoy effective upon the departure of their respective last scheduled flights in the DFW-QRO and DFW-BJX markets, respectively.Application of Mesa Airlines, Inc. for Exemption Authority Page 4

\\DC - 023866/000002 - 5737798 v1 Dallas/Ft. Worth and Leon /Guanajuato , Mexico, and between Dallas/Ft. Worth and Queretaro, Mexico, for at least two years, as requested herein. Respectfully submitted,

_____________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 Counsel for MESA AIRLINES, INC.\\DC - 023866/000002 - 5737798 v1 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Application of Mesa Airlines, Inc. for Exemption Authority has been served this 14 th day of October, 2014, upon each of the following addressees: marshall.sinick@squiresanders.com; howard.kass@aa.com; robert.wirick@aa.com; sascha.vanderbellen@delta.com; chris.walker@delta.com ; matwood@cozen.com; stephen.lachter@lachterlaw.com; jhill@cooley.com; perkmann@cooley.com; bob.kneisley@wnco.com; leslie.abbott@wnco.com; dkirstein@yklaw.com; jyoung@yklaw.com; thomas.ting@suncountry.com; dan.weiss@united.com; steve.morrissey@united.com; barbara.russell@virginamerica.com; brian.hedberg@dot.gov; brett.kruger@dot.gov; englets@state.gov ; info@airlineinfo.com

______________________________ Patrick R. Rizzi