Scenic Airlines, Inc. and Grand Canyon Airlines, Inc.

OST-2008-0114 - Transfer of Interstate Scheduled Certificate Authority

March 17, 2008

Joint Application for Transfer of Certificate - 191 Pages - Bookmarked

Scenic Airlines, Inc. and Grand Canyon Airlines, Inc., pursuant to 49 USC 41105, apply for the transfer to GCA of the certificate of public convenience and necessity issued to Scenic by Order 2005-1-10 on January 12, 2005, authorizing Scenic to engage in interstate scheduled air transportation of persons, property and mail pursuant to 49 USC 41102. The joint applicants request that upon transfer and reissuance of the certificate, it be issued in the name: Grand Canyon Airlines, Inc. d/b/a Grand Canyon Airlines d/b/a Scenic Airlines.

In March of last year, GCA acquired all of the issued and outstanding stock of Scenic. Scenic thus became a wholly-owned subsidiary of GCA, although each company continued to operate separately. Over the past year GCA and Scenic have continued to operate as separate companies During this period the companies' owners have determined that the efficiency and profitability of the carriers' operations would likely be enhanced were GCA and Scenic combined into a single entity. Accordingly a merger plan has been formulated whereby Scenic, a Nevada corporation, will be consolidated into GCA, an Arizona corporation, with the latter as the surviving entity. Since GCA will be the surviving entity, the merger will necessarily involve a transfer of Scenic's DOT certificate to GCA - hence this application. Post-merger, GCA will continue to be a U.S. citizen as it is today, and will be fit to conduct operations as a certificated scheduled carrier as Scenic is today.

Counsel: Garofalo Goerlich, Aaron Goerlich, 202-776-3970, agoerlich@ggh-airlaw.com