### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC
Application of 

### T'WAY AIR CO., LTD. for a foreign air carrier permit pursuant to 49 U
. S
.C
. § 

### 41301 and for exemption authority pursuant to 49 U.S.C. 

### § 40109 (U
. S
. -Korea Open Skies) ) ) ) ) 

### ) Docket No. DOT-OST-2015-
__ _ 

### ) ) ) )


### APPLICATION OF T'WA Y AIR CO., LTD. FOR A FOREIGN AIR CARRIER PERMIT AND EXEMPTION
Communications with respect to this document should be addressed to: llyeYun Kim Manager 

### T'way Air Co., Ltd. Flight Operations Support Center International Cargo Terminal 210, Haneul-gil, Gangseo-gu Seoul, Republic of Korea 157

- 240

February 2, 2015 David Heffernan Jawaria Gilani 

### Cozen O'Connor The Army and Navy Building 1627 I Street, NW Suite 1100 Washington, DC 20006 Phone: (202) 463-2537 Phone: (202) 463-2540 Email: dheffeman @ cozen.com Email: jgilani @ cozen.com
Counsel for 

### T'W AY AIR CO., LTD.

NOTE: The applicant requests expedited approval of the application and will poll the carrier representatives served and report the polling results to the Department.

### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Application of 

### T'WAY AIR CO., 

### LTD. for a foreign air carrier permit pursuant to 49 U.S.C. § 

### 4130 I and tor exemption authority pursuant to 49 U
.S.C. § 

### 40109 (U.S.-Korea Open Skies)


### DATED: February 2, 2015 ) ) ) ) ) 

### ) ) ) 

### ) 

### Docket No.**DOT~OST~2015-** 

### __ _



### APPLICATION OFT'WAY AIR CO., LTD. FOR A FOREIGN AIR CARRIER PERMIT AND EXEMPTION T"way Air Co
.. Ltd. ("T'way Air" ), an air carrier of the Republic of Korea, hereby applies, pursuant to 49 U. S.C. §§ 

### 41301 and 40109, Part 211 ofthe Department's Economic Regulations (14 C.F
. R. Part 211) , Subparts Band C ofthe Department's Rules of Practice in Proceedings (14 C.F. R
. §§ 

### 302.201 and 302
.301, et. seq. ), 

### and the Department's streamlined licensing procedures, 1 

### lor a foreign air carrier permit and an exemption authorizing T'way Air to engage in: ( 1) scheduled loreign air transportation of persons, property and mail from points behind the Republic of Korea, via the Republic of Korea and intermediate points, to a point or points in the United States and beyond; (2) charter foreign air transportation ofpersons, property, and mail between any point or points in the Republic ofKorea and any point or points in the United States, and beyond to any point or points in a third country or countries ; and (3) other charter foreign air transportation subject to the terms, conditions. and limitations of 14 C
.F.R
.

1 See Noti ce In the Matter of Streamlining Regulatory Procedures for Licensing U.S. and Foreign Air Carriers, August 23
. :2005 (Docket DOT-OST-2005-22228)
.

### Application ofrway Air Co ., Ltd. Page 2 of6 Part 212. T'way Air plans to begin operating scheduled service between Seoul, Republic of Korea, and Guam on or about July 15 , 2015. T'way Air seeks expedited treatment of its request for an exemption to commence operating the Seoul-Guam service to allow it to begin advertising and selling tickets to consumers sufliciently in advance ofthe proposed service launch date. Accordingly, T'way Air requests the Department's prompt consideration and approval of this application
. In support of its Application, T'way Air submits the following infonnation: 1. T'way Air Company, Limited is a corporation lawfully organized under Chapter 4, Articles 288 through 328, ofthe Commercial Law of the Republic of Korea and its principal place of business is 2F, Yaerim Publication Center, 153, Achasan-ro, Seongdong-gu, Seoul, Republic of Korea ( 133-832). 2. The Republic ofKorea·s Ministry of Land, Infrastructure and Transport ( " MOLIT'") is the air transport authority with regulatoryjurisdiction over T'way Air
. The address of the MOLIT is 11 Doum 6-ro, Government Complex-Sejong. Sejong-si, Republic of Korea (339-012). 3. T'way Air requests expedited approval of this application in order to implement its plans to commence service between Seoul, Republic of Korea and Guam. On or about July 15 , 2015 , T'way Air plans to introduce year-round scheduled foreign air transportation of persons, property, and mail between Seoul (ICN) and Guam (GUM), utilizing Boeing 737-800 aircraft in an all-economy seating configuration. T'way Air plans to initially operate daily non-stop roundtrip service
. T'way Air may offer service to other points in the United States with other aircraft from its fleet in the future.

### Application ofT'way Air Co. , Ltd
. Page 3 of6 4. Tway Air has an experienced group ofofficers overseeing its operations
. A list ofthe names, titles, addresses , and citizenship ofT'way Air's Board of Directors and key management personnel is attached hereto as Exhibit A. 

### All ofthe directors and management personnel listed in Exhibit A are citizens ofthe Republic of Korea and, to the best ofthe Applicant's knowledge and belief, none are related by blood or marriage. (Pursuant to 14 C
. F
.R. § 

### 302
. 12, T'way Air is requesting confidential treatment of the personal address information pro vided herein.) 5
. Information on the ownership ofT'way Air is attached hereto as Exhibit B
. T'way Air is owned by Tway Holdings Inc. (81
.02% ), Yearim Co. , Ltd. (11.95 % ), Greenwich Partners Co., Ltd. (5.91 % ), and other shareholders (1.12 % ). 6. T'way Air does not hold any direct or indirect interest in any U.S. or foreign air carriers,
nor does T'way Air have any interest in persons engaged in the business of aeronautics,
or any common carrier, within the meaning ofthe Department's economic regulations. 7
. T'way Air is privately owned
. It is neither wholly owned nor substantially controlled by the Government of the Republic of Korea. 8
. T'way Air·s insurance meets the requirements set tbrth in 14 C.F
.R. Part 205
. A copy ofT'way Air's Certificate of Insurance (OST Form 6411) is attached hereto as Exhibit C and the original will be filed with the Federal Aviation Administration. 9. T'way Air has been licensed by the Republic of Korea to provide the services de scribed herein
. A copy ofT'way Air· s Operating Certificate, which has been granted lor an indelinite duration
. is attached as Exhibit D. I0
. T'way Air is a low-cost airline based in Seoul. Republic of Korea. The airline started its Jirst domestic operation within the Republic of Korea in September 2010, with scheduled

### Application ofrway Air Co
.. Ltd
. Page 4 of6 daily service between Gimpo and Jeju. In October 2011, the airline launched international service from Seoul, Republic of Korea, to Bangkok, Thailand, and subsequently expanded its services to many Asian destinations
. Currently, T'way Air operates four domestic routes within the Republic of Korea that connect Jeju with the cities ofGimpo, Daegu, Gwangju and Muan
. T'way Air also currently operates ten international routes to : Bangkok, Thailand; Fukuoka, Saga, Sapporo, Oita and Okinawa, Japan ; Jinan, Haikou, and Nanning, People ' s Republic of China; and Taipei, Taiwan. In March 2015, T'way Air will add two additional routes: 1) between Seoul, Republic of Korea, and Osaka, Japan ; and 2) between Daegu, Republic of Korea, and Shanghai , China. II. A list ofrway Air' s fleet ofaircraft is attached hereto as Exhibit E. Tway Air
currently leases nine Boeing 737-800s, which it utilizes for the services described herein. In addition. rway Air anticipates accepting delivery of three Boeing 737-800s in late 20 IS and two additional Boeing 73 7-800s in 2016, pursuant to a dry lease arrangement. 12
. Maintenance on T'way A ir's aircraft is primarily performed by T'way Air at Gimpo International Airport in the Republic of Korea. T'way Air's maintenance procedures are regulated and approved by MOLIT and in compliance with the International Civil Aviation Organization ' s (fCAO's) pilots and airmen annexes I, 6 (Part 1) and 7
. In addition. the Republic of Korea is a contracting state to the Convention on International Civil Aviation
. 13. There arc currently no cooperative arrangements or any other agreements in effect between T'way Air and any U
. S. or foreign air carriers that would apply to the services that Tway Air proposes in this application.

### Application ofT'way Air Co., Ltd. Page 5 of6 14. T'way Air has the financial resources to successfully operate the proposed services. The required financial summaries and auditor' s reports for the company are attached hereto as Exhibit F. (The financial information provided herein is being filed confidentially under seal, pursuant to 14 C.F.R. 

### § 302.12.) 15. T'way Air does not receive any financial assistance from its home government. 16. Forecasted traffic and financial results for the first full year of the proposed operations
are attached hereto as Exhibit G. (Pursuant to 14 C.F.R. 

### § 302.12, T'way Air requests conJidential treatment for this information.) 17. The services proposed by T'way Air are consistent with the Air Transport Agreement Between the Government of the United States and the Government ofthe Republic of Korea. The U.S.-Korea Open Skies Agreement grants broad rights for both U.S. and Korean designated air carriers. T'way Air understands that the competent authorities of the Republic of Korea would authorize services similar to those requested herein for a U.S. air carrier under the Agreement, including Fifth-Freedom traffic rights, for both scheduled and charter operations. T'way Air anticipates that the Government ofthe Republic of Korea will transmit a note formally designating T'way Air in the near future. 18. T'way Air has not been involved in any fatal accidents or tariff violations in the past five years. T'way Air has been involved in the following safety-related violations: I) operation of a flight in adverse weather conditions, resulting in the flight being returned to its departure airport (February 24, 20 12); 2) operation ofa flight with a malfunctioning cabin pressurization device (April 26, 20 12): 3) operation of a flight exceeding the required weights and balances (November 23, 2012); and 4) seating a passenger under the age of 15 years in an emergency exit row (July 28. 2014).

### Application ofT'way Air Co., Ltd. Page 6 of6 19. T'way Air has executed a Warsaw Convention Liability Waiver (OST Form 4523), which is attached hereto as Exhibit H. 20. T'way Air is fit, willing and able to perform the services for which the authority requested herein is sought. Moreover, T'way Air will comply with the Department's rules, regulations and applicable statutes, and will accept and comply with the Department's standard terms and conditions imposed on foreign air carrier exemptions and foreign air carrier permits lor scheduled and charter air services. WHEREFORE, based upon the foregoing information, T'way Air respectfully requests that the Department approve this application and issue an exemption and a foreign air carrier permit authorizing the scheduled and charter air transportation ofpersons, property and mail as more fully described herein. rway Air further requests that the Department grant such other or additional relief as it considers consistent with this Application and the public interest.
Respectfully submitted,

## ~[,{~ David Heffernan Cozen O'Connor The Army and Navy Building 1627 I Street, NW Suite II 00 Washington, D.C. 20006 Phone: (202) 

### 463 · 2 537 Emai I: dheffeman @ cozen.com Counsel for 

### T'WAY AIR CO., LTD.

### Exhibit A. Exhibit B. Exhibit C. 

### Exhibit D. Exhibit E. Exhibit F. Exhibit G. Exhibit I I. 

## TABLE OF EXHIBITS
Board of Directors & 

### Key Management Personnel Ownership ofT'way Air Certiticate of Insurance (OST Form 641 1) Air Operating Certificate List of Aircraft Financial Summary Traflic and Financial Forecast Waiver ofWarsaw Convention Liability Limits (OST Form 4523)

# EXHIBIT A Board of Directors & Key Management Personnel

## Board and Directors
Name Title Nationality Address 1-lahm Chul-1-lo Chairman ofthe Board & 

### Director Korean Residential Address: 

### REDACTED
Business Address: 210, 1-laneul-gil, Gangseo-gu, Seoul Jeong 1-long-Geun Director Korean Residential Address: 

### REDACTED Business Address: 21 0, 1-laneul-gil, Gangseo-gu, Seoul Hwang Jeong Hyeon Director /CEO ofTway Holdings Korean Residential Address: 

### REDACTED Business Address: 153, Achasan-ro, Seongdong-gu, Seoul Kim 1-lyung Yi Director Korean Residential Address: 

### REDACTED Business Address: 21 0, 1-laneul-gil, Gangseo-gu, SeouI Park II Seong Director Korean Residential Address: 

# I REDACTED Business Address: 153, Achasan-ro, Seongdong-gu,Seoul Wee Sae Wook Auditor Korean Residential Address: 

### REDACTED Business Address: I002, 14-8, Tehcran-ro 78- gil, Gangnam-gu, Seoul

## Key Management Personnel Name Title Nationality Address Hahm Chui * Ho President & 

### CEO Korean Residential Address: 

### REDACTED Business Address: 210, Haneul-gil, Gangseo-gu, Seoul Jeong Hong-Geun Head of Sales & 

### Service Division Korean Residential Address: 

### REDACTED Business Address: 210, Haneul-gil, Gangseo-gu, Seoul Kim Hyung Yi Head of Strategy & 

### Planning Korean Residential Address: Department 

### REDACTED Business Address: 210, Haneul-gil, Gangseo-gu, Seoul Kim Soo Dong Head ofMaintenance & 

### Engineering Korean Residential Address: Division 

### REDACTED Business Address: 210, Haneul-gil, Gangseo-gu, Seoul Kim Kuk Wan Head of Flight Operations Di vision Korean Residential Address: 

### REDACTED Business Address: 210, Haneul

- gil, Gangseo-gu, Seoul Shin Kwang Jae Head of Operations Control Center / Korean Residential Address: Head ofCabin Service Division 

### REDACTED
Business Address: 21 0, Haneul-gil, Gangseo-gu, Seoul

### Cho Jae Chang Ilead of Management & 

### Support Korean Residential Address: Division 

### REDACTED Business Address: 21 0, Haneul-gil, Gangseo-gu, Seoul Choi Soo Young Head of Domestic Sales Office Korean Residential Address: 

### REDACTED Business Address: 210, l-laneul-gil, Gangseogu, Seoul Lim Yean Tack Head of Safety & 

### Security Korean Residential Address: Department 

### REDACTED Business Address: 21 0, 1-ianeul-gil, Gangseogu, Seoul Lim Si Young Ilead of F light Crew Operations/ Korean Residential Address: Chief Pilot I 

### REDACTED Business Address: 210, 1-Ianeul-gil, Gangseo-gu, Seoul Cho Jae Hwang Head of Flight Operations Quality/ Korean Residential Address: Chief Inspector 

### REDACTED Business Address: 21 0, l-lancul-gi I, Gangseo-gu, Seoul

# EXHIBITB Ownership of T'way Air

# Ownership of T'way Air

Shareholders Nationality 

### O/f,

Tway Holdings Inc. KOREA 81.02%

YEARIM Co., Ltd
. KOR EA 11.95%

Greenwich Partners Co., Ltd. KOREA 5 .9 )%

Shareholders of less than I% KOREA l.l2%

Total 

### 100.0%

# EXHIBITC Certificate of Insurance (OST Form 6411)THIS CERTIFICATE CANCELS AND REPLACES ANY PREDATED CERTIFICATE (OST FORM) ISSUED ON BEHALF OF THE INSURED NAMED BELOW
. Reference: AGENCY DISPLAY OF ESTIMATED BURDEN Office of the Secrclary of Transportation The public reporting burden lor this collecl:oo cllnlormatlon Is esllrna:ed lo average 30 rr. ! nutes per response. II you wish lo commar.l on tho aa:crocy or lhe estimate or make suggestions lor reducing thi s burden, pleoR d:retl\'OUr oommenls lo: U.S. Department of Transpor!at'on, Office or Avlal ;un Anlllys!s, X·56, 400 7''' St., SW, Washington, D.C. 20590. Acrorelng 10 the Paperwork Redccfon Act ol 1995, no persons are requile</ lo respond lo 11 cot:eclion or**Jnfom~a!lon** unless I I**d~p ays**  a valle OMB conlrol number. NOTE : For**ln~m311on** on where 10 me corr.plcled coplos of this foon, see FlUNG IHSTRUCTIONS below. OMa No
. 21()6.()()30 Expires 2·28·2011 

### FOREIGN AIR CARRIERS- CERTIFICATE OF INSURANCE POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY FiliNG INSTRUCTIONS: FHe a signed olfgl nal or this rorm wltll the Federal AvlaUon Administration, Air Transporta11on Olv., AFS·260, BOO Independence Ave
. , S.W., Washington, D
. C
. 20591. (See EXCEPTION below.)**f:~EPTIQN:** :r Sec!ion 2.A
. t1 fiUcd in because the Insured Is a canadian ChorlerAfr**Ta~l** Opemtor, 6!e an original or tills rorm with the U.S. Dopar1mont ol Tnmaportalion, Spedal Authorilies Division**(X~6),** 400 7'" Stmet, SW, Wnshl:l!Jlon, D.C. 20590 (Please type infamJallon, except s/gnatums
. ) THIS CERTIFIES THAT: LIG INSURANCE CO. LTD (Name ollnsurer) has issued a policy or policies of Akcraft Liability Insurance to T'WAY AIR CO., LTD
13TH FLOOR, OABONG TOWER, OACHJ-DONG, GANGNAMGU, SEOUL, KOREA FAA Certificate Number (Name , address an<l FAA CerUIIc:ate number or Insured Forelgo .Air Cent er) effective from 25'h June, 2014 until ten (10) days after written notice from the Insurer or carrier of the intent to**tcrmlnc:~te** coverage Is received by the Dcpartmenl ofTransportaUon. NOTE: Part 205 of the Department's Rcgul atl ons does not allow !or ll predetermined termination dale, and a certificate showing such a dale Is unacceptable. 1
. The Insurer (Chock one} 0 is licensed to issue aircraft Insurance pollcles i n the United Slates; (E) Is licensed or approved by the government of SOUTH KOREA to I ssue aircraft insurance policies, or D Is an approved surpl us line Insurer In the State(s) of 2. The lnsurer assumes, under the policy or po il cles listed bel ow, alrcrart accident liability Insured to minimums at least equal to the following during operation, mai ntenance, or use of altcrah In "foreign air transportation" as that term Is defined 49 U.S.C. 40102. ( Comptola soeticobte suction A B, or C bRiowJ: A. CANADIAN CHARTER AIR TAXI OPERATIONS WITH PART 294 AUTHORITY ONLY The aircraft covered by this po:Jcy have : (1) 30 o r fewer passenger seals and a maxlmt:m payload capacity of 7,500 pounds or less: and/or (2.) a maximum authortzed taileof. weight ,on whee l s or no more !han 35,000 pounds.**(~Sl!!JJJlele** seporalo or**~~ COV~f8QI!** **!!~ ~£Z{}.IOf2ri~l~};**  0 Separate**Covt~rages:** Minimum Limif Policy No
. Type ofLiability Evchper::;cm Each Occurr&nce Com!!ined BodUy Injury (Exc:udlng Passengers othP.r than cargo attendants) and**Prope~ Dom:~ge** **Ll:~bntty** $75,000 S2,000,ooo·csee note) Passenger Bodily Injury 575,000 $75,000 x 75% of total number or passenger soats lnstatied in aircraft 0 Com!>lned Coverage: This combined coverage Is a single limit of liab!l!ty for**e:~ch** oceurronce at leas: equal to the requited minimums staled above for bodily injury (excluding passengers), property damage, and passenger bodily ln)ury. Policy No. Amount ofCovorogo U.S. Dollars 0 Thls Policy covers CARGO operations only and excludes passenger liabi!i:Y Insurance. NOTE: II the aircraft covart!d by :his policy have more than 30 passenger seats or more than a maximum payload capacity of 7,500 pounds. lho minimum limit per occu rr ence shall be $20,000

. 000 

# . OST Form 641 •**'J~e! ~**  !i!**!i!~l ~**  A1 :1101 W**Sili!!~ Q/~IYUQ:**  I009046/ 3a21b5eb-286b-43c4-97c6-1 e23aebbd4a 10. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT Ttle <J!rcralt covered by this pol!cy arc SMALL AIRCRAFT (I.e.,**v.~th** 60 or fewer passenger seats**~** with a maximum payload capacity of**18,00~** pounds or**les~) .**  (Complete soparata or combined covonJge as Dppropriste):

0 Separate Coverages: Minimum Limit Policy No. Tvao of Llsbilitv Each person Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Properoy Damage LlabiHy 5300,000 S2,DOO,OOO Passenger Bodily Injury 5300,000 S300,000 x 75% of**tot:~** I number of passenger seats Installed In aircraft 0 Combined Coverage: This combined coverage Is a single limit of liability for each oc:cunonce ill leils\ equu l lo the required minimums stated above for bodily Injury (excluding pa!>sengers), property damage, and pauenger bodily Injury. Polley No. Amount ofCoverogo U.S.**Coll:~rs** 0 This poncy covers CARGO operations only and excludes passenger l ;ab' llty Insurance. I 

### I c. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT

I The aircraft covered by this policy are !..ARGE AIRCRAFT (I.e., w:th more than 60 passenger seals o r with a maximum payload I capacity of more than 161000 pounds). (Comploto soparolo orcomb/nod coverege 11s approprlote): 

# I 0 Separate Coverages: M i ni

mum Li mit I 

## I l Pol icy No. Tyae ofLiabilitY Eacll_jJ_erson Esch Occurrence i Combined Bodily njury (Excluding Passenge rs other than cargo attendants) and Property Damage Liab ili ty 5300,000 $20,000,000 Passer.ger BodKy Injury $300,000 $300 1 000 x 75% of total number or passe nger seals insta led in ai rcraft**~** Combined Coverage: Th i s combined cover119e Is a slng lo fim!t of l i abil ;ty for each occurron ce at least equal to the required m inimums stated above for bodUy Injury (exctudL1g passe nge rs) , p rop erty damage, and passenger bod Uy 1:-tjury
.. Polley No. 2014·2806540 Amount of Coverage AT LEAST THE REQUIRED MINIMUM STATED ABOVE 0 This policy covers CARGO oper;atlons only and excludos passenger Jlabllty Insurance.
3. The policy or policies listed fn this certificate lnsure(s) (Cfuu:k Onel: Make and Model FAA or Fore ign F,eg Reolstrallon No.**~** Operations conducted with all aircraft operated by the Insured 0 Operations conducted with the following types of aircraft: 0 Operat i ons with the following aircraft: {Use add'l!onal pa;alf nccemry) 4, Each policy listed In this certificate meets or exceeds the requirements In 14 CFR Part 205, l.IG Insurance Co
.. Ltd.**(Nilm~** of Insurer} (Name at Broker, It app licable} LIG Tower, 649-11, Yeoksam -dong, Gangnam-gu , Seoul, Korea (Addffi:SS)

Seou l (Add1ess) (Cit

y , S

i st

i!, Ztp Code) (City, Stole, Zip Code) Ju-Gong Hur Contact (pernJn who can verity the**atl~ctfven~ss** ol the coverage} (Officer oraut/Jot/ztt:lrepresenrsti'llfl}**82-2-6900-3099(82-Sq5;.9G4~** (Area Code, Phone Number)**~J2fFAXNumber) fA** **~a CorJ~.**  Pt.:mo Numoer) (Ami**Cod~.** FAX**Num~r)** (Signa/uot, IfiiPfl'M'U><:J / ( Signature) January 20th, 2015j (Dale) (ODIC)

I 009046 I 3a21b5eb-286b-43c4-97c6-ta23acbbd4a I

# EXHIBITD Air Operating Certificate

## -&- -aJ-**~** 

# ·a A-1 Air Operator Certificate



## -------**tll~t?J~** 

### .;:-**~** 

### i5JI 

## OJ.!JL RepUbliC of 

### Korea Ministry 

### of Land, Transport and Maritime Affairs 1. {!_**~;;'·~·l!~(AOC** :"Jo.J:

.AI]2011 - J\Oiit: :1.**A~~ A~**  '1](0pcralor Name) : 8. Ail**~L** Cfl \'l')
.j :**(~'llll~1) )e-J'bt,**  T'way Air Co., Ltd
. 

### -8-"i:l 71? Part A007 

### 1J-s Operational**Poinr~** of Contact ·•. AOC l!.J t:U(Type of AOCl '' 

### "r±(Operator**Addrc c;** **~) .**  Contact details. at which n ltll"t·rt'rltt'rlll'cll t\t ' r C·clll'l"r**J. A]**  

### /J'fiT**~{~-ii;' ·**  706- 1 I£ ntS: · oo L L opcrattonal management can n lJ**·~!** t.:J J::F.} LYJ omcstic Air Cetrricr be· contacted without undue 

### 0 Small Ccunuwrcial Air 1/·th, Tan:ltn**Bl~** 'irrrl 't'cd<.c:;;nnb"Jg, delay, arc lic;tcd in OpSpec ( ;angn:un-gu, Korea Trunsport Operator Part A007 3**~! ~1** **!!** :2:.CTclcphont>)
.

02

- 6250-5900 ()
. 1!lJ**~(Fax):**

02

- 6250

- 5999 7. E-mull : dvyoon@twavair.com 

### 9. oj**~\{jAi~ (9-)Ej~opH-.:g.oj**  

## f;)-JoLtlJ J :Li?.].:il ojoJJ 

## :f!rcl¥1 5!.!:**~.:g.lt~ )~**  

### -!!;- 

## oJ 7**h~ ol].~<j** **7~ ~1**  

### .g_- 

## · sJ ,:r: {!**J!~** ;(I] 

### 'tl·**A~ ~J-**  oJl 

### uJ- c}- 

## -BJ ;g**~% A~~** **-~-** 

## -T**is~** 

### .£,.;g
. <?]7}-!.:J**~** 

## %%**~ ~**  

### 1,1· This certificate certifies thul 

### T'way Air co., Ltd. is authorized to perfonn commercial air operations, as defined in the attached operations specificCJtions, in accordance with the Operations l'vlanual and the Civil Aviation Act of the Republic of Korea and regulations and standards
. 

### 10. 

## oJ**~~.Ai~ J:£~**  

## 9-**'6J.E-~l ~AI** **AJ-~7cJ7.J EE~** **.!f-K~}!CJ7-Jt-} tl!·~}·-6}.7-J**  o} 

### t..J**15~:: ~-**  

### .!f- 71 '7} 

## -ft. f{ 

## Y:f. This certificate is nol transferable and unless returned, suspended 

### or revoked, shi.lll continue in effect until otherwise terminated. 11. 

### 'J.l**.:;~ ~**  .Aj·(Date of**i~suc):** 

### 2011**~J** (yt'ar)**7~** (mnnth )**~· Hday)** **Affair~**0 

### 1-f.j 

## 'i.l**~ ~**  

## ttl§_ : 11 0111 2782046



## o 

# ¥- :±: (!1:**~nAn** 

# : ;.-1%**~- ~** 

# AJ "'a% -r 

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# e,a T-%27}, 

## oJl 

## ifl**~¥1-~~r~** 

# Ei 2'%')

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## tB**-51~** 

## -fJ**~** 

## : 2011. 4. 1.

2013\! 2-Yll**22~**

### License of Air Trans port Business

Company name : T'way Air Co., LTD Representative name : Chui·Ho. Hahm Resident(Corporation) registration number: 110111-2782046 Head office located at : 2nd floor, YeaRimPublication & Culture Center, 153 Achasan - ro, Seongdong·gu, Seoul. KOREA. Business Scope : lnternationai(Passenger, Cargo), Domestic Issue date of license : April 1 " , 2011



### In accordance with Korea Civil Aeronautics Law, It 1s hereby certificate that License of International Air Transport Business.

Februray 22, 2013

M i n i ster of M in i stry of L and , Transpo rt and M arit i m e Affairs

# EXHIBIT E List of AircraftType ofaircraft Owned or Leased Registration Country of registration Name & Address of lessor P9 LEASING AIRCRAFT 9737-800 Leased I-IL8232 Korea N0_2\(UK) LIMITED (602 Kingston Road London SW20 8DN United Kingdom) ADE MSN39448 LEASING( IRELAND) 9737-800 Leased HL8235 Korea LIMITED (53 Merrion Square, Dublin 2, Ireland) WILMINGTON TRUST SP SERVICES(DU8LIN) 8737-800 Leased HL8237 Korea LIMITED c /o ILFC IRELAND LIMITED (7 Exchange Place, IFSC, Dublin I, Ireland) ACG ACQUISITION IRELAND II LIMITED 8737-800 Leased HL8253 Korea (25/28 North Wall Quay, International Financial Services Center, Dublin \, Ireland ) WILMINGTON TRUST SP SERVICES(DUBLIN) 8737-800 Leased HL8268 Korea LIMITED c/o ILFC IRELAND LIMITED (7 Exchange Place, IFSC, Dublin I, Ireland ) WILMINGTON TRUST SP SERVICES(DU8LIN) 8737-800 Leased HL8294 Korea LIMITED c/o ILFC IRELAND LIMITED (7 Exchange Place, IFSC, Dublin I, Ireland) DAE LEASING(IRELAND) 8737-800 Leased HL8000 Korea LIMITED (53 Merrion Square, Dublin 2, Ireland) JET-I 34899 LEASING 9737-800 Leased HL8021 Korea LIMITED (West Pier, Dun Laoghaire, County Dublin, Ireland) ACG ACQUISITION IRELAND V LIMITED 8737-800 Leased HL8024 Korea (25/28 North Wall Quay, International Financial Services Center, Dublin I, Ireland)

# EXHIBITF Financial Summary
Filed Under Seal Confidential Treatment Requested

Under 14 C.F.R. Section 302.12

# EXHIBIT G Traffic and Financial Forecast
Filed Under Seal Confidential Treatment Requested

Under 14 C.F.R. Section 302.12l H iAL\220.:16675 \l 

# EXHIBIT H Waiver of Warsaw Convention Liability Limits (OST Form 4523)

# e- - - U.s. Department of Transportation Office of the Secretary of Transportation Docket OST 95-236 AGREEMENT The undersigned carriers (hereinafter referred to as 'the Carriers") hereby agree as fo l ows 1. Each of the Carriers shal l, effective May e, 1966, incl ude the following In its conditions of carriage,**inc uding**  ta riffs embodying conditions of carnage filed by it with any govam ment: "The Carrier shall avail itself of the li mitation of liab llty provided In the Convention for the Unification of Certa'n Rules Relating to International Carriage by Air s :gned at Warsaw October 12th, 1929, or prov.ded n the sald Convent 1 on as amended by the Protocol signed at The Hague September 28th, 1955. However, i n accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to ali international transportation by the Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, i ncludes a point in the United States of America as a poi nt of orig 1 n, point of destination, or agreed stopping place (1) The limit of liability for each passenger for death, wounding, or other bodily Injury shall be the sum of US $75,000 inclusive of lega fees and costs , except that, in case of a claim brought In a State where provision Is made for separate award of legal fees and costs , the limit shall be the sum of US $58,000 exclusive of legal fees and costs
. (2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily lnl ury of a passenger, avail itself of any defense under Article 20(1) of sa. d Convention or said Convenllon as amended by said Protocol. Nothing herein shal be deemed to affect the rights and liabilities of the Carrier with regard to any cia m brought by, on behalf of, or In respect of any person who has willfully caused damage which resulted In death , wounding, or other bodily Injury of a passenger." 2. Each Carrier shall, at the lime of del ivery of the ticket. furnish to each passenger whose transportat'on is governed by the Conventlon, or the Convention as amended by the Hague Protocol , and by the special contract described 

### .:n paragraph 1 , the fonowtng notice, which shall be printed in type at east as large as 10 point modem type and In i nk contrasting with the stock on {l) each tlcket; (ii) a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; o r (iiQ on the**~cket** envelope ; 'ADVICE TO I NTERNATIONAL PASSENGER ON LIM ITATI ON OF LIAB I LITY Passengers on a journey i nvolv1ng an ultimate destination or a stop in a country other than the country of ong" n are advised that the provisions of a treaty kno'Ml as the Warsaw Convention may be applicable to the entire journey, i ncl uding any port· on entirely within the country of origi n or destination. For such passengers on a journey to, from , or with an agreed stopp ng place In the UnUed States of America, the Convention and spacial contracts of carriage embodied in applicable tariHs provide that the liabilltyof , (certain IWA\( A!\< CO" LTI) 

### I" ((name of carrier) and certai n other) carrrers parties to such special contracts for death of or personal injury to passengers Is li mited in most cases to proven damages not to exceed US 575,000 per passenger, and that th1S liability up to such limit shall not depend on negligence on the part of the carrier
. For such passengers traveli ng by a carrier nota party to such special contracts or on a journey not to, from , or having an agreed stopping place In the United States of Ame rica, l iability of the carrier for death or personal i njury to passengers is imited In most cases to approx: malely US $10,000 o r US $20,000. The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be examined on request Additional protection can usually be obtained by purchasing Insurance from a private company Such Insurance Is not aftectsd by any limitation of the carrier's liability under the Warsaw Convent' on or such specia l contracts of carriage. For further information please consu lt your airline or insurance company representative." 3. (This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23660, adopted May 13, 1966. The Agreement (Agreement 16900) became eftectlve May 16, 1966 On January t, 1985 , this Agreement became the responsibil ity of the Department of Transportation (DOT) by operation ofJfW.J 4. This Agreement may be si gned i n any number of counterparts, all of which 

## slku**constitlJ~~~YJ.l{J** Rlrier may become a party to this Agreement by sign in g a counterpart hereof and depos ting It**~ili** 

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### President 5. Any Carr er party hereto may withdraw from this Agreement by giving twelvehJ.2) monWs'Jo\lflllen

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### Verification Pur:-.uant to Title H> Unitell Statc1:i Colle Sct: liun 10()], I, Hung

-Gcun 

### Jcung, in my individual capacity and a<; the authorized rcprc:-;cntative of the applicant, have not in any manner knowingly and willfully fal-;ifictl, com:calcll or failcu to disclose any rn <Hcrial lltcl or made any false. fictitious, or fraudulent statement or knowingly**ed** any documents which contain such statements in connection with the preparation, filing or prosecution of this application. [ understand that an individual who is found to have vi olated the provisions of 1M U.S.C. section 1!101 .,h,tll be flncd or imprisnneu not more than five years, or both.

Hung

-Gcun Jeong 

### Head uf Sales all(] Sales Division T'way Air Co., Ltd.

### CERTIFICATE OF SERVICE 

### r hereby certify that l 

### have this date served a copy of the foregoing Application ofT'way Air Co., Ltd. by electronic mail upon the following:
ABXAir: American Airlines: Amerijet lnt'l: 

### Atlas Air: Delta Air Lines: Federal Aviation Administration: Federal Express:
Hawaiian Airlines: Kalitta Air: Polar Air Cargo: Southern Air: United Airlines:
United Parcel Service:

Dated: February 2. 20 I 5

U : GAL \22049233 \ 1 

### rsilverberg@sgbdc.com howard.kass @ aa.com robert. wirick @ aa.com abigail.donovan(a{ aa.com jcannyr@ amerijet.com roommer fW. atlasair.com sascha.vanderbellen @ delta.com john.s.duncan @ faa.gov nssparks r@ lcdex.com ccfelts(@ fedcx.com gb I eopard(@, fedex.com jhillw koolev.com pcrkmannr'@.coolev .com psanderlin(@ kalittaair.com kevin. montgomervr@ po I arai rcanw.com al.!oerlichr@ ggh-airlaw.com dan. weiss whmited.com steve.morrissev<@.united.com !..!murphv(@ crowcll.com anita.mosnerr@hklaw.com

Kenneth C. Hines