Order 2013

- 2

- 1

Served: February 1 , 2013

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 1 st day of February , 2013

Application of

AIR TRANSPORT INTERNATIONA L

L IMITED LIABILITY COMPANY

for a disclaimer of jurisdiction and reissuance of

certificat e s of public convenience and necessity Docket DOT

- OST

- 2012

- 0133

ORDER CONFIRMING ORAL ACTION DISCLAIMING JURISDICTION

AND REISSUING CERTIFICATE S

Summary

By this order, we (1) confi rm our oral action of August 31 , 2012 , disclaiming jurisdiction over

the transfer of the interstate scheduled certificate and other operating authorities issued to Ai r Transport International Limited Liability Company (“ATI”) to Air Transport International, Inc.

, and (2) reissue the air carrier’s interstate and foreign certificate s in its new corporate name

.

Request for Disclaimer

Established as a limited liability c ompany under t he laws of the State of Nevada

, ATI is an operating air carrier that holds certificate s of public conveni ence and necessity authorizing it to engage in interstate scheduled and foreign charter air transportation of persons, property and mail, 1 as well as blanket open

- skies all

- cargo certificate authority. 2 ATI’s ownership is divided

among Cargo Holdings, Inc. (“CHI”)

, wh ich owns 99 percent of ATI’s membership interests

, and Cargo Aviation, Inc. (“CAI”), which owns t he remaining 1 percent of ATI’s membership

interest

. CAI , in turn, is a wholly owned su bsidiary of CHI , while CHI is a wholly owned subsidiary of Air Transport Services Group, Inc. (“ATSG”).

On August 7

, 2012, ATI filed an application in Docket DOT

- OST

- 2012

- 0133 requesting that the Department disclaim jurisdiction over the transfer of its operating authorities to a newly

- formed

1 See Order 94

- 9

- 34. ATI’s authority to conduct scheduled passenger flight operations is not yet effective.

2 See Order 2007

- 7

- 4. By Order 94

- 10

- 6, ATI was reissued certificate authority to provide all

- cargo foreign air transportation between the U.S. and Austria, Belgium, Denmark, the Federal Republic of Germany, Finland, France, Ireland (Shannon), Luxembourg, The Netherlands, Nor way, Spain, Sweden, Switzerland, and the United Kingdom. However, since this authority has been superseded by ATI’s blanket

- open skies certificate it will not be reissued.

U N I T E D S

T A T E S O F A

M E R I C A D E P A R T M E N T O F T R A N S P O R T A T

I O N2

Delaware corporation named Air Transport International, Inc. Under the proposed reorganization plan, A TI states that it intends to for m a new subsidiary , Newco ATI, LLC (“Newco”). ATI will then contribute all of its airline

- related assets to Newco. ATI will also contribute 100 percent of the membership interests in Newco to CHI and at the same time contribute tangible assets equal to 1 percent of the me mbership interests in Newco to CAI. CAI will then distribute those tangible assets to CHI, which will in turn, contribute those assets to Newco. Newco will then be converted, under applicable Nevada and Delaware law, into a Delaware corporation and will be renamed Air Transport International, Inc. (“ATI Corp.”). Following the steps described above, ATI will contribute one hundred percent of the stock of ATI Corp to ATSG, which will result in ATI Corp becoming a direct wholly owned subsidiary

of ATSG.

In support of its application ATI states that the request for the disclaimer of jurisdiction is necessitated by a corporate reorganization for business and tax purposes. ATI further states that the reorganization will not result in any material changes to the ownership, citizenship, financial condition, or operations of the company. 3

No answers opposing ATI’s application were received

.

Decision

Upon review of the information provided by ATI , we have decided to disclaim jurisdiction over

the air carrie r’s reincorporation from a Nevada LLC to a Delaware corporation. We have examined the information provided by ATI in this proceeding and find that the proposed reorganization will have no effect on the actual ownership, control, management, citizenship,

f inancial condition

, or operations of the air carrier. In previous cases, the Department has disclaimed jurisdiction over similar corporate reorganizations based on the conclusion that the circumstances of the proposed transfer did not fall within the mean ing of section 41105 of the Transportation Code. 4 Therefore, on August 31 , 2012 , w e orally advised ATI of this decision. Subsequently, ATI provided evidence that the proposed reincorporation was completed on September 30, 2012. By this order, we confirm our oral action and reissue ATI’s certificate s to
reflect the Air Transport International

, Inc. name.

ACCORDINGLY

,

1. We confirm our oral action of August 31 , 2012 , disclaiming jurisdiction ove r the transfer of the certificates of public convenience and necessity currently held by Air Transport International Limited Liability Company to Ai r Transport International, Inc.

2. We reissue in the name Air Transport Interna tional, Inc. the certificates of public convenience and necessity issued to Air Transport International Limited Liability Company by

3 O n October 24, 2012, ATI informed the Department of several changes in its management, including the replacement of its President. In light of the reported subst antial change in management, we intend to conduct a continuing fitness review to assess the air carrier ’s fitness.

4 See , for example, Order 2010

- 11

- 11 and Order 2003

- 3

- 2.3

(a) Order 94

- 9

- 34 authorizing the holder to engage i n Interstate Scheduled 5 Air Transportation of persons, property, and mail.

(b) Order 2007

- 7

- 4, certificate of Public Convenience and Necessity for Ro ute 857, Blanket Open Skies All

- Cargo Route Authority

3

. We will serve a copy of this order on the persons listed in Attachment A.

By:

TODD M. HOMAN

Director Office of Aviation Analysis

An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

5 See Order 94

- 9

- 34, issued September 23, 1994. In this order, the Department granted ATI authority to conduct interstate scheduled air transportation of persons, property, and mail as a U.S. certificated air carrier. However, since ATI did not pro vide evidence from the Federal Aviation Administration authorizing the transport of passengers in scheduled service, ATI’s interstate scheduled certificate is limited to operations involving the transport of property

and mail.

# Certificate of Public Convenience and Necessity for Interstate Air Transportation

(as reissued)



### This Certifies That



# AIR TRANSPORT INTERNATIONAL, INC.

is authorized, subject to the provisions of Subtitle VII of Title 49 of United States Code, the orders, rules, and regulations issued thereunder, and the attached Terms, Conditions, and Limitations, to engage in interstate air

transpo rtation of persons, property, and mail.

This Certificate is not transferable without the approval of the Department of Transportation.

By Direction of the Secretary

Issued by Order 2013

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- 1 Todd M. Homan

On February 1 , 2013 Director Effective on August 31, 2012 Office of Aviation AnalysisAttachment

∗ As reissued by

Order 2013

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- 1

Terms, Conditions, and Limitations

AIR TRANPORT INTERNATIONAL, INC.

is authorized to engage in interstate air transportation of persons, property, and mail between any point in any State, territory, or possession of the United States or the District of Columbia, and any other point in any of those entities.

This authority i s subject to the following provisions:

(1) The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department of Transportation for the services authorized by this certificate, and with

such other reasonab le terms, conditions, and limitations as the Department of Transportation may prescribe in the public interest.

(2) The holder's authority under this certificate is effective only to the extent that such operations are also authorized by the Federal Aviat ion Administration (FAA), and comply with all U.S.
Government requirements concerning security , including, but not limited to 49 CFR Part 1544

. ∗ ∗

(3) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 40102(a)( 15).

(4) The holder shall maintain in effect liability insurance coverage as required under 14 CFR

Part 205. Failure to maintain such insurance coverage will render a certificate ineffective, and this or other failure to comply with the provisions of Su btitle VII of Title 49 of the United States Code or the Department's regulations shall be sufficient grounds to revoke this certificate.

(5) The authority to conduct scheduled passenger operations is conditioned upon the holder’s being redetermined fit, willing, and able to conduct such operations and upon receipt of amended Operations Specifications from the FAA.

(6) The holder is authorized to conduct charter flights in interstate and/or foreign air transportation in accordance with the provisio ns of 14 CFR 212

.

( 7

) The holder may reduce or terminate service at any point or between any two points, subject to compliance with the provisions of 49 U.S.C. 41734 and all orders and regulations issued by the Department of Transportation under that se ction.

∗ This certificate is being reissued to reflect the transfer of the authority contained herein from Air Transport International, LLC to Air Transport International, Inc.

∗ ∗ To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determi ned that security is adequate to allow such airport(s) to be served.2

( 8 ) The holder may not provide scheduled passenger air transportation to or from Dallas (Love Field), Texas, except within the limits set forth in section 29 of the International Air Transportation Compet ition Act of 1979, as amended or as modified by any future legislation addressing access restrictions to or from Love Field.

( 9 ) Should the holder propose any substantial change in its ownership, management, or operations (as defined in 14 CFR 204.2(l)), it must first comply with the requirements o f 14 CFR 204.5.

( 10 ) In the event that the holder commences but subsequently ceases all operations for which it was found “fit, willing and able,” its authority under this certificate shall be suspended under the terms of 14 CFR 204.7 and the holder may n either recommence nor advertise such operations unless its fitness to do so has been redetermined by the Department. Moreover, if the holder does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

# Certificate of Public Convenience and Necessity

(as reissued)



# Route 857

This Certifies That



# Air Transport International, Inc.

is authorized subject to the provisions of Subtitle VII of Title 49 of the United

States Code

, the orders

, rules

, and regulations issued thereunder

, and the attached

Terms

, Conditions

, and Limitations to engage in foreign air transportation of property and m ail.

This Certificate is not transferable without the approval of the Department of Transportation.

By Direction of the Secretary

Issued by Order 2013

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- 1 Paul L. Gretch On February 1

, 2013 Director Effective on August 31, 2012 Office of International Aviation

## Terms Conditions and Limitations

Air Transport International, Inc. for Route 857

is authorized to engage in scheduled foreign air transportation of persons, property, and mail between the United States and : 6 7

Albania

Armenia

Aruba

Australia

Austria

Bahrain

Barbados Belgium

Bosnia

- Herzegovina Bulgaria

Burkina Faso

Cameroon

Canada Cape Verde

Chad

Columbia

Costa Rica Cyprus Czech Republic

Denmark

El Salvador

Estonia Ethiopia

Finland

France

Gabon The Gambia Germany

Ghana Georgia

Greece

Guatemala

Honduras Hungary

Iceland

India

Indonesia

Ireland

Israel Italy

Jamaica Japan

Jordan Kenya Korea, Republic of

Kuwait

Laos

Latvia

Liberia

Lithuania Luxembourg Madagascar Malaysia

Maldives

Mali Malta Montenegro

Morocco

Namibia

Netherlands

Netherlands Antilles Nicaragua Nigeria Norway

Oman

Pakistan

Panama Paraguay

Peru

Poland Portugal Qatar

Romania

Rwanda St. Christopher and

Nevis Senegal

Sierra Leone Slovak Republic

Slovenia Spain

Sri Lanka Sweden

Switzerland

Taiwan

Tanzania

Thailand Trinidad and Tobago Turkey Uganda

United Arab Emirates United Kingdom 8

Uru guay Uzbekistan

Zambia

MALIAT Membership

Brunei Darussalam

Chile

Cook Islands Mongolia (cargo

- only)

New Zealand

Samoa Singapore Tonga

Cargo Open

- Skies Only Argentina

Vietnam

6 The authority granted here to serve between the United States and the listed open

- skies partners includes authority to operate via the United States and intermediate points to a point o r points within the places identified, and beyond, to the extent the applicable aviation agreement grants such rights.

7 This list, as of January 2013 , identifies all current open

- skies partners, that is (1) aviation partners with whom the

United States has an open

- skies agreement that is currently being applied and (2) aviation partners that are a signatory to the MALIAT. All future open

- skies partners shall be included in the carrier’s certificate authority without the need for further action by the De partment or the carrier. The Department’s Office of International

Aviation maintains a list at http://www.dot.gov/policy/aviation

- policy/open

- skies

- agreements

- being

- applied . The holder shall be responsible for operating at all times in compliance with th e list maintained by the Department.

8 This does not apply to UK dependencies.2

This authority is su bject to the following provisions :

1. The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department of Transportation for the services authorized by this certificate, and with such other reasonable terms, conditions, and limitations as the Dep artment of Transportation may prescribe in the public interest.

2. The holder is not authorized to carry passengers (other than cargo attendants accompanying freight shipments).

3. The holder shall at all times conduct its operations in accordance with all treat ies and agreements between the United States and its foreign aviation partners, and the exercise of the privileges granted by this certificate is subject to compliance with such treaties and agreements and with any order of the Department of Transportation issued under them. To the extent that the holder has authority to serve more than one foreign aviation partner or points in more than one foreign aviation partner on the same route, that authority does not confer upon the holder any additional rights (inc luding fifth

- freedom intermediate and/or beyond rights) in limited

- entry markets unless the Department has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights and has notified the foreign aviation partner(s) involved that any such selected carrier(s) has the required authority. In such cases, the fact that the carrier may hold authority to serve the foreign aviation partner at issue on the same segment will not be considered as

prov iding any preference to the holder in a carrier selection proceeding.

4. The exercise of the authority granted here is subject to the holder's first obtaining from the appropriate foreign governments such operating rights as may be necessary.

5. The holder’s authority to serve an open

- skies partner under this certificate is effective as long as that open

- skies agreement is being applied. If an open

- skies agreement has been terminated or is no longer being applied, the holder’s authority under this certificate to serve that open

- skies partner will terminate in accordance with the following procedures. The Department will issue a Notice and provide official notice in the Federal Register announcing its decision to remove an open

- skies partner from th e list of open

- skies aviation agreements maintained by the Department. The holder’s authority under this certificate to serve the named open

- skies partner(s) will terminate 120 days after the publication date of the Notice. The holder may file an applicati on for exemption authority to continue service to that foreign aviation partner after the termination date.

6. The holder’s authority under this certificate is effective only to the extent that such operations comply with all applicable requirements of the Federal Aviation Administration, Transportation Security Administration, and with all applicable U.S. Governme nt requirements concerning security, including, but not limited to, 40 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its International Principal Security Inspector ( I PSI) to advise the I PSIof its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s ) to be served.

7. The holder shall at all times remain a “ Citizen of the United States" as required by 49 U.S.C. 40102(a)(15).

8. The holder shall maintain in effect liability insurance as required under 14 CFR Part 205.

Failure to maintain such issuance cov erage will render a certificate ineffective, and this or other failure to comply with the provision of Subtitle VII of Title 49 of the United States Code or the Department's regulation shall be sufficient grounds to revoke this certificate.

9. Should the hol der propose any substantial changes in its ownership, management, or operations (as that term is defined in 14 CFR 204.2(n)), it must first comply with the requirements of 14 CFR 204.5.

10. In the event that the holder commences but subsequently ceases all op erations for which it was found "fit, willing, and able," its authority under this certificate shall be suspended under the terms of 14 CFR 204.7 and the holder may not recommence nor advertise such operations

unless its fitness to do so has been redetermi ned by the Department. Moreover, if the holder does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.2

Att achmen t A

AIR TRANSPORT INTERNATIONAL LIMITED LIABILITY COMPANY

MR DENNIS MANIBUSAN

PRESIDENT

AIR TRANSPORT INTERNATIONAL

2800 CANTRELL ROAD

LITTLE ROCK AK 72202 MR ROBERT P SILVERBERG

COUNSEL FOR AIR TRANSPORT

INTERNATIONAL LIMITED LIABILITY COMPANY

SILVERBERG GOLDMAN & BIKOFF LLP

1101 30 TH STREET NW

SUITE 130

WASHINGTON DC 20007

MR PETER LYNCH AGC

- 300

ASST CHIEF COUNSEL FOR

ENFORCEMENT

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVE SW

WASHINGTON DC 20591 MARK MAZOR

CERTIFICATION SECTION MANAGER

FAA AFS

- 900 45005 AVIATION DRIVE, SUITE 131
DULLES, VA 20166

OFFICE OF AIRLINE INFORMATION

DOT/RITA/BTS E

- 34

1200 NEW JERSEY AVE SE

WASHINGTON DC 20590 MR CHARLES E CARNES

POI FOR AIR TRANSPORT INTL LLC

FEDERAL AVIATION ADMINISTRATION

LITTLE ROCK FSDO

1701 BOND STREET

LITTLE ROCK AR 72202

- 5733