BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

_____________________________________________ ) Application of ) ) YANGTZE RIVER EXPRESS AIRLINES CO., LTD. ) ) Docket No. OST-2006-24629 For an exemption under 49 U.S.C. §40109 and an ) OST-2006-24630 amended Foreign Air Carrier Permit pursuant to ) 49 U.S.C. §41302 ) (China-U.S. Scheduled Cargo Service) ) _____________________________________________)

APPLICATION OF YANGTZE RIVER EXPRESS AIRLINES CO., LTD. FOR AN EXEMPTION AND AMENDED FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be addressed to:

March 22, 2011 Josh Romanow Justin Bintrim PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, D.C. 20037 Tel: (202) 663-8000 Fax: (202) 663-8007 E-mail: romanow@pillsburylaw.com justin.bintrim@pillsburylaw.com

Counsel for Yangtze River Express Airlines Co., Ltd.

NOTE: Any person who wishes to support or oppose this App lication may file an answer and serve that answer on counsel identified above and all persons served with a copy of this application. Yangtze River Express asks for ex pedited processing of this application and will poll interested parties and advise the Department of the results. Answers to the exemption application are due on April 6, 2011; answers to the amended foreign air carrier permit application are due on April 12, 2011.2 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

_____________________________________________ ) Application of ) ) YANGTZE RIVER EXPRESS AIRLINES CO., LTD. ) ) Docket No. OST-2006-24629 For an exemption under 49 U.S.C. §40109 and an ) OST-2006-24630 amended Foreign Air Carrier Permit pursuant to ) 49 U.S.C. §41302 ) (China-U.S. Scheduled Cargo Service) ) _____________________________________________)

APPLICATION OF YANGTZE RIVER EXPRESS AIRLINES CO., LTD. FOR AN EXEMPTION AND AMENDED FOREIGN AIR CARRIER PERMIT

Pursuant to 49 U.S.C. §§40109 and 41302, Part 211 of the Department’s

economic regulations, and the Department’s rules of practice, Ya ngtze River Express

Airlines Co., Ltd. (“Yangtze”), a cargo air carrier of the People’s Republic of China,

respectfully requests that the Department amend Yangtze’s foreign air carrier permit to

allow it to engage in scheduled foreign air transportation of property and mail on a

Shanghai (PVG) - Qingdao (TAO) – Los Angeles (LAX) – Shanghai (PVG) routing.

Additionally, Yangtze respectfu lly requests that the Depa rtment grant exemption

authority under 49 U.S.C. §40109 to permit it to engage in scheduled foreign air

transportation of property and mail on th e above-mentioned PVG- TAO-LAX-PVG route

to the extent necessary so that it may ex ercise all of the right s requested in this

Application prior to the issu ance of an amended foreign air carrier permit. Yangtze

requests that the orders be issued under th e streamlined procedures set forth in the3 Department’s August 23, 2005 Notice (Docket No. OST-2005-22228). In support of this

Application, Yangtze states as follows:

1. By Order 2008-4-27 (Apr. 27, 2008), the Depa rtment issued a foreign air carrier

permit to Yangtze authorizing it to engage in scheduled forei gn air transportation

of property and mail between Shanghai, Pe ople’s Republic of China, and the coterminal points Anchorage, Alaska; Boston, Massachusetts; Los Angeles,

California; and New York, New York.

Yangtze also holds exemption authority to conduct schedul ed air transp ortation of

property and mail on the following routes: 1) Shanghai - Dallas/Fort Worth;

2) Shanghai – Chicago; and (3) Shangha i – San Francisco. Notice of Action

Taken dated October 20, 2010.

Yangtze also holds exemption authority to engage in charter foreign air

transportation of property and mail betw een points in China and points in the

United States. Notice of Action Taken dated January 21, 2011. 1

2. Authority Requested: Yangtze plans to be gin scheduled all-cargo operations on

the PVG-TAO-LAX-PVG routing on or about March 30, 2011. Yangtze will

operate these flights using B747-400SF airc raft, and proposes to initially operate

three flights per week on this route.

3. Granting Yangtze’s request for an exem ption and amended foreign air carrier

permit is fully consistent with the Ag reement between the Government of the

1 In the same Notice, Yangtze was also granted a Stat ement of Authorization to operate a series of 54 oneway third and fourth freedom charters on a Shanghai (PVG) - Qingdao (TAO) -Los Angeles (LAX) – Shanghai (PVG) routing between January 21, 2011 and March 28, 2011.4 United States of America and the People’ s Republic of China Relating to Civil

Air Transport, which authorizes designated airlines to operate cargo services from

any point or points in the People’s Republic of China to any point or points in the

United States of America open to sc heduled internati onal operations.

4. Yangtze hereby incorporates by reference in formation previously filed with the

Department in its foreign air carrier perm it and exemption applications in Docket

OST-2006-24629, as the information provi ded is substantially unchanged.

5. A copy of Yangtze’s Air Operating Certific ate is incorporated by reference from

its April 25, 2006 application. See Docket OST-2006-24629.

6. A translated copy of Yangtze’s operati ng authority issued by the General

Administration of Civil Aviation of China (CAAC) to conduct the proposed

scheduled flights is attached hereto as Exhibit A.

7. Yangtze will not receive financial assi stance from the government of China to

operate the proposed flights.

8. An estimate showing the total traffic a nd the financial results of the proposed

PVG-TAO-LAX-PVG scheduled service for the first full year of normal

operations is attached as Exhibit B.

9. Grant of the authority sought herein will not result in a near term increase in fuel

consumption of ten million gallons or mo re, and therefore will not comprise a

“major regulatory action” under the Ener gy Policy and Conservation Act of 1975,

as defined at 14 C.F.R. § 313(a)(1).5 10. Yangtze has not been involved in any safe ty or tariff violat ions or any fatal

accidents in the past five years.

11. Yangtze’s maintenance program continues to comply with the provisions of

ICAO Pilots and Airmen Annexes 1, 6 (Part 1) and 7.

12. Verification: The verificati on required by 14 C.F.R. 302.4(b) is attached hereto as

Exhibit C.

For the reasons set forth above, Yangtze is fully qualified to ope rate the services

for which authority is herein requested, and grant of the authority will serve the public

interest. Yangtze asks that the requested exemption remain in place for one year, or until

the Department issues an effective amended permit authorizing the requested authority.6 WHEREFORE, based upon the foregoing information, Yangtze respectfully

requests that it be granted an exemption and amended foreign air carrier permit to engage

in scheduled foreign air tran sportation of property and ma il as more fully described

above.

Respectfully submitted,

Josh Romanow Justin Bintrim PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, NW Washington, DC 20037 Phone: (202) 663-8000 Fax: (202) 663-8007 Email: romanow@pillsburylaw.com justin.bintrim@pillsburylaw.com

March 22, 2011 Counsel for Yangtze River Express Airlines Co., Ltd.7 CERTIFICATE OF SERVICE

I hereby certify that a copy of th e foregoing application of Yangtze River Express Airlines Co., Ltd. for an amended foreign air carrier permit an d exemption has been served this the 22 nd day of March, 2011, upon each of the pa rties below by electronic mail.

Bryan Ashley FAA SFO FSDO/IFO 831 Mitten Road, Room 105 Burlingame, CA 94010 Bryan.H.Ashley@faa.gov

Sametta C. Barnett Sascha Vanderbellen Jeff Morgan Delta Air Lines, Inc. 1275 K St., NW Washington, D.C. 20005 sametta.c.barnett@delta.com sascha.vanderbellen@delta.com jeff.morgan@delta.com

Carl B. Nelson, Jr. Associate General Counsel American Airlines, Inc. 1101 Seventeenth Street, N.W. Suite 600 Washington, D.C. 20036 Carl.nelson@aa.com

Nancy S. Sparks Bailey Leopard Federal Express Corporation 1101 Pennsylvania Avenue, N.W., Suite 600 Washington, D.C. 20004 nssparks@fedex.com gbleopard@fedex.com Kevin P. Montgomery Polar Air Cargo, Inc. 1747 Pennsylvania Avenue, N.W. Suite 875 Washington, DC 20006 Kevin.montgomergy@polaraircargo.com

Russell E. Pommer Associate General Counsel & Sr. Director Regulatory Affairs Atlas Air Inc. 1747 Pennsylvania Avenue, NW, Suite 875 Washington, D.C. 20006 rpommer@atlasair.com

Sam White Ranjit Seth Evergreen International Airlines, Inc. 1401 New York Avenue, NW, Suite 530 Washington, DC 20005-2147 sam.white@evergreenairlines.com ranjit.seth@evergreenairlines.com

David L. Vaughn Counsel for United Parcel Service Co Kelley Drye & Warren LLP Washington Harbor 3050 K Street, NW, Suite 400 Washington, DC 20007-5108 dvaughan@kelleydrye.com

Malcolm L. Benge Counsel for North American Airlines/World Airways Zuckert Scoutt & Rasenberger, L.L.P. 888 17 th Street, N.W., Suite 700 Washington, D.C., 2006-3309 mlbenge@zsrlaw.comDan Weiss Continental Airlines 1600 Smith Street, Ste. HQSGV Houston, TX 77002 dan.weiss@coair.com

Jeffrey Manley Counsel for United Air Lines jeffrey.manley@united.com

Howard Kass U.S. Airways 1401 H Street, NW, Suite 1075 Washington, DC 20005 howard.kass@usairways.com

Robert Silverberg Jeff Johnson Counsel for ABX Air, Inc. Silverberg, Goldman & Bikoff, LLP 1101 30 th Street, NW, Suite 120 Washington, DC 20007 rsilverberg@sgbdc.com jjohnson@sgbdc.com

Mark W. Atwood Counsel for Kalitta Air Cozen O’Connor 1627 I Street, NW Suite 1100 Washington, D.C. 20006 matwood@cozen.com

/s/

Melinda A. Hernandez

### TABLE OF EXHIBITS

Exhibit A Operating Authority from CAAC

Exhibit B Traffic Projections and Financial Forecast

Exhibit C Verification

### Exhibit A
Operating Authority from CAACThe translation of the approval from CAAC will be listed as follow:



### Civil Aviation Administration of China

CAAC NO. [2011] 21



### Permission of PVG-TAO-LAX (r ound trip) ALL Cargo Route

Yangtze River Express Airlines Co., Ltd,:

Civil Aviation Administration of Chi na has discussed your application of 《 Application of becoming to the Designated Cargo Carrier of PVG-TAO-LAX round trip 》 (Yangtze River Express Airlines [2011]53).

According to the transport agreements and pr otocol between Chinese and the United States governments, CAAC appr oves your application of oper ating all cargo route PVGTAO-LAX round trip three flights per week from March of 2011.

Please apply the flight schedule based on the rules, and operate this route based on the approved operation dates, fr equency and transport capability.

This permission takes effect from the date th is permission is issued, and is valid until further notice. Civil Aviation Administration of China March 16, 2011 (Seal of CAAC)

### Exhibit B
Traffic Projections and Financial Forecast

Flight Route Flight Leg Cargoweight

(KG) Rates (All-in) (US$) Income (single flight) (US$000) Income (year) (US $ 000) Profit/loss (year) (US$000)

PVG-LAX 70,000 4.5

TAO-LAX 20,000 4.2 PVG-TAO-LAX-PVG (3 flights per week)

LAX-PVG 15,000 0.8 411 64,116 4,170