\\DC - 027074/000001 - 5693920 v3 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of ANTONOV AIRLINES for an emergency exemption pursuant to 49 U.S.C. § 40109(g) ) ) ) ) ) ) Docket DOT-OST-2014-_______

APPLICATION OF ANTONOV AIRLINES FOR AN EMERGENCY EXEMPTION
Communications with respect to this document should be sent to: Sheryl R. Israel HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 8898 sheryl.israel@hoganlovells.com Counsel for ANTONOV COMPANY t/a ANTONOV AIRLINES

June 17, 2014

NOTICE: THIS APPLICATION IS BEING FILED PURSUANT TO THE EMERGENCY

EXEMPTION PROCEDURES OF 14 C.F.R. § 302.311, WHICH AUTHORIZE THE DEPARTMENT TO ACT ON EMERGENCY EXEMPTION REQUESTS IMMEDIATELY. ANY PERSON INTERESTED IN FILING AN ANSWER IS REQUESTED TO DO SO IN THE ABOVE DOCKET IMMEDIATELY. COPIES OF THE SUBMISSION SHOULD BE SERVED ON THE PERSONS LISTED ABOVE AND ON THE ATTACHED SERVICE LIST.\\DC - 027074/000001 - 5693920 v3 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C. Application of ANTONOV AIRLINES for an emergency exemption pursuant to 49 U.S.C. § 40109(g) ) ) ) ) ) ) Docket DOT-OST-2014-_______

June 17, 2014 APPLICATION OF ANTONOV AIRLINES FOR AN EMERGENCY EXEMPTION Antonov Company t/a Antonov Airlines (“Antonov”) hereby applies for an emergency exemption pursuant to 49 U.S.C. §§ 40109(g) and 41703(c), to permit Antonov to operate two (2) one-way all-cargo charter flights each transporting up to four (4) outsized GE90 aircraft engines, plus ancillary equipment, from Columbus (Rickenbacker Airport), Ohio to Everett, Washington between June 19 and June 30, 2014, using AN-124-100 aircraft. Antonov respectfully requests expedited consideration and approval of this application to address a pressing commercial requirement of GE Aviation and Boeing Commercial Airplanes (“Boeing”). In support of this application, Antonov states the following: 1. Antonov is a foreign air carrier that holds exemption authority to conduct charter all-cargo foreign air transportation between Ukraine and the United States, and between the United States and third countries pursuant to 14 C.F.R. Part 212. See Notice of Action Taken dated October 12, 2005 (Docket DOT-OST-1996-1454). 2. GE Aviation has chartered Antonov to conduct two flights, each transporting up to four outsized GE90 aircraft engines 1 from Rickenbacker Airport to

1 GE Aviation currently anticipates that three engines will be available for the first flight and four engines will be available for the second flight. Antonov requests the flexibility to carry up to four engines per flight, the maximum number of GE90 engines that may be accommodated by an AN-124-100 aircraft, to maximize its ability to respond to GE Aviation’s final production schedule and shipping needs.Application of Antonov Airlines Page 2

\\DC - 027074/000001 - 5693920 v3 Everett to offset a Boeing production line work stoppage situation. Each GE90 engine measures approximately 303” x 156” x 152”. Cargo of this size cannot be accommodated by any freighter aircraft operated by U.S. air carriers. As a result, the engines need to be transported using Antonov’s AN-124-100 aircraft. 3. As explained in the attached support letter, GE Aviation has requested that Antonov conduct two flights carrying GE90 aircraft engines from Columbus to Everett, on or about June 19 and June 29, 2014 2 to offset production line work stoppages caused by engine delivery delays. Air transportation of these engines from Rickenbacker Airport, near the GE Aviation facility where the engines are produced, to Everett, where the affected Boeing commercial airplane production line is located, is the best solution to prevent further production line delays. Failure to deliver the engines by air would cause additional delays to the production and subsequent delivery of Boeing airplanes, which would cause financial harm to GE Aviation, Boeing and their customers. Accordingly, transportation of the engines by AN-124-100 is warranted. 4. This application meets all of the relevant criteria for the grant of an exemption under 49 U.S.C. § 40109(g):

a. Grant of this application is in the public interest. Transportation of the engines by air will allow major U.S. jet aircraft engine and commercial airplane manufacturers to address a production line disruption as efficiently as possible and help meet airplane delivery commitments to customers. Surface transportation of the engines is not an economical or desirable option in this case given the distance between Ohio and Washington, coupled with the complications and permitting requirements associated with the truck movement of such large items. GE Aviation and Boeing must take every

2 Antonov requests a period of validity of June 19-30, 2014 to account for slight flight delays or changes to the engine production schedule.Application of Antonov Airlines Page 3

\\DC - 027074/000001 - 5693920 v3 possible step to avoid additional production line delays and to meet aircraft delivery commitments. Accordingly, it is critical that Antonov be authorized to use AN-124-100 aircraft to address GE Aviation’s and Boeing’s requirements for the delivery of these engines to Everett as soon as possible.

b. Approval of the requested exemption authority is necessary to enable Antonov to respond to an emergency created by unusual circumstances. GE Aviation needs to transport several GE90 aircraft engines from Columbus to Everett within a compressed timeframe to address Boeing production line stoppages caused by engine delivery delays. The sheer size of each engine, coupled with the distance between Ohio and Washington, forecloses the possibility of expediting the delivery of these units using surface transportation. In order to avoid unnecessary and costly additional delays, the engines need to be shipped by air, and because no civil aircraft operated by U.S. carriers are capable of carrying such outsized cargo, 3 the only way to resolve this emergency is for the engines to be transported using AN-124-100 aircraft.

c. Thus, grant of this exemption application is necessary to avoid unreasonable hardship for the traffic at issue. Simply put, unless the application is granted, the transportation of GE aircraft engines from Ohio to Everett will be unnecessarily delayed, adversely impacting GE Aviation, Boeing and their customers. 5. Antonov's fitness and ability to carry out the proposed transportation has been amply demonstrated through its conduct of numerous outsized cargo charter operations over the past several years. By DOT Order 91-10-11, Antonov was first issued exemption authority jointly with Air Foyle Ltd., and has operated numerous

3 Counsel for Antonov will contact the U.S. operators of large all-cargo aircraft set forth in the service list attached to this application to verify that each carrier cannot accommodate the cargo and does not oppose the grant of this application, and will promptly notify the Department of the polling results.Application of Antonov Airlines Page 4

\\DC - 027074/000001 - 5693920 v3 outsized cargo charters to and from the United States since 1991. As noted above, Antonov holds independent exemption authority last renewed by Notice of Action Taken dated October 12, 2005. 6. Grant of this application is consistent with Department precedent. The Department has previously granted emergency exemption authority to permit Antonov to conduct commercial flights between U.S. points on numerous occasions where AN-124-100 aircraft were similarly needed to deliver outsized cargo -- including Boeing airplane and GE Aviation engine products -- on an emergency basis. The Department has consistently found that approval of such requests is in the public interest. See, e.g., Notice of Action Taken dated October 11, 2002 (Docket DOT-OST-2002-13572); Notice of Action Taken dated August 28, 2002 (Docket DOT-OST-2002-13252); DOT Order 98-3-9; Notice of Action Taken dated December 24, 1997 (Docket DOT-OST-1997- 3284). See also Notices of Action Taken dated November 14, 2006 (Docket DOT-OST-2006-26361), November 30, 2006 (Docket DOT-OST-2006-26474), December 8, 2006 (Docket DOT-OST-2006-26568), January 3, 2007 (Docket DOT-OST-2006-26749), and January 23 and 26, 2007 (Docket DOT-OST-2007-27029) (granting Antonov exemptions for the transportation of GE90 and GEnx aircraft engines under similar circumstances). 7. Section 302.311 of the Department's Procedural Regulations provides that the Department can act on an emergency exemption application immediately. In light of the exigent circumstances, Antonov respectfully requests prompt approval of this emergency exemption application in order to provide assurances to GE Aviation and Boeing that Antonov will be permitted to transport the maximum number of GE90 aircraft engines available on the required flight dates.Application of Antonov Airlines Page 5

\\DC - 027074/000001 - 5693920 v3 WHEREFORE, for the foregoing reasons, Antonov respectfully requests that theDepartment issue an emergency exemption permitting Antonov to operate two (2) oneway all-cargo charter flights each transporting up to four (4) outsized GE90 aircraft engines, plus ancillary equipment, from Columbus (Rickenbacker Airport), Ohio to Everett, Washington, June 19-30, 2014, using AN-124-100 aircraft, as described herein, and grant such other and further relief as the Department deems to be consistent with the public interest. Respectfully submitted,

_______________________________ Sheryl R. Israel HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 8898 sheryl.israel@hoganlovells.com Counsel for ANTONOV COMPANY t/a ANTONOV AIRLINESGeneral Electric Company

DATE: June 16, 2014

SUBJECT: Request for approval urgent ad hoc charter

Dear Sir or Madam We (GE Aviation) kindly ask you to grant the traffic rights for an urgent ad hoc flight to operate on June 19, 2014 from Rickenbacker, OH (LCK) to Paine Field, WA (PAE) , details as per below:

- Our customer Boeing, has production line work stoppage due to delayed engines from GE. They are in need of engines as soon as possible in order to continue their operations.

- Our carrier, Antonov Design Bureau (ADB), is set for departure June 19 th and June 29 th, 2014, Flight ADB 1926, tail - UR 82007, ADB – 0006 5763.

- 1st flight: Thursday, June 19, 2014, for 3 engines; 907581, 907582, and 907583

- 2nd flight: Sunday, June 29, 2014, for 4 engines: 907588, 907589, 907590, and 907591

- Dimensions: 303”L x 156”W x 152”H each engine

- Weight: 26,093 pounds each engine

- Brian Barnes, The Boeing Company is out contact and can be reached at (425) 220-1840. Please do not hesitate to contact us for more information if needed. You can reach me at the above phone numbers or via email. We thank you for your assistance in this urgent matter

Jacey Fitts GE90 Product Operations 

## GE Aviation

Jacey Fitts GE90 Product Operations Leader One Neumann Way Evendale, OH 45215 USA T (513) 552-3104 C (513) 240-5805 jacey.fitts@ge.com\\DC - 027074/000001 - 5693920 v3 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Application of Antonov Airlines for an Emergency Exemption has been served this 17th day of June, 2014, upon each of the following addressees: rsilverberg@sgbdc.com; jrichardson@johnlrichardson.com; JCanny@amerijet.com; rpommer@atlasair.com; john@mietuslaw.com; sascha.vanderbellen@delta.com; sametta.c.barnett@delta.com; sllunsford@fedex.com; sharon.pasley@fedex.com; marshall.sinick@squiresanders.com; matwood@cozen.com; lstauffer@wallaceair.com; nwallace@wallaceair.com; rzerkel@lac.lynden.com; jdavis@lac.lynden.com; enisson@nac.aero; kevin.montgomery@polaraircargo.com; agoerlich@ggh-airlaw.com; dan.weiss@united.com; steve.morrissey@united.com; pdoell@naca.cc; William.S.Schweizer@faa.gov; herb.herzog@faa.gov; patrick.crowley@faa.gov

Jonathan Echmalian