\\DC - 027074/000001 - 4561471 v1 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-2013-_______

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

April 15, 2013

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 - 4561471 v1 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-2013-_______

April 15, 2013 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 a single one-way all-cargo charter flight transporting two outsized Boeing 747 fuselage panels, plus ancillary equipment, from Fort Worth, Texas to Everett, Washington on or about April 21, 2013, 1 using its AN-124-100 aircraft. Antonov respectfully requests expedited consideration and immediate approval of this application to address a pressing commercial requirement of The Boeing Company (“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. Boeing Commercial Aircraft has chartered Antonov to transport two outsized Boeing 747 fuselage panels from Fort Worth to Everett to meet production line deadlines. Boeing has requested that Antonov transport the panels on or about April 21,

1 Antonov requests that the exemption remain effective through April 24, 2013 to account for unforeseen production or flight delays.Application of Antonov Airlines Page 2

\\DC - 027074/000001 - 4561471 v1 2013. Each panel, when secured in a shipping frame, measures approximately 684” x 220” x 135” and weighs approximately 19,000 lbs. Cargo of this size cannot be accommodated by any freighter aircraft operated by U.S. carriers. As a result, the panels need to be transported using Antonov’s AN-124-100 aircraft. 3. As explained in the attached support letter from Boeing, air transportation of these panels from Fort Worth, near the facility where the panels are produced, to the Boeing production facility in Everett is required to maintain the Boeing 747 production line. Failure to deliver the panels on time would delay the production and subsequent delivery of 747 aircraft, which would impose severe financial penalties on Boeing and its customers. Accordingly, transportation of the panels by AN-124-100 is necessary to minimize shipping time and ensure that Boeing 747 production line activities and aircraft deliveries will not be unduly delayed. 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 fuselage panels by air will allow a major American airplane manufacturer to maintain production line activities as efficiently as possible and meet airplane delivery commitments to its customers. Surface transportation of the panels is not an economical or desirable option given the distance between Fort Worth and Everett, coupled with the complications and permitting requirements associated with the truck movement of such large units. Boeing must take every possible step to avoid production line delays and meet its delivery commitments. Accordingly, it is critical that Antonov be authorized to use an AN-124-100 aircraft to address Boeing’s requirements and deliver the panels to Everett without delay.Application of Antonov Airlines Page 3

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b. Approval of the requested exemption authority is necessary to enable Antonov to respond to an emergency created by unusual circumstances. Boeing needs to transport large fuselage panels from Fort Worth to Everett to avoid Boeing 747 production line delays. The sheer size of each fuselage panel, coupled with the distance between Texas and Washington, forecloses the possibility of transporting these units on a reasonably timely basis using surface transportation. In order to avoid unnecessary and costly delays, the panels need to be shipped by air, and because no civil aircraft operated by U.S. carriers are capable of carrying such outsized cargo,2 the only way to resolve this emergency is for the panels to be transported using an 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 the fuselage panels from Fort Worth to Everett will be unnecessarily delayed, adversely impacting the panel manufacturer, Boeing and its Boeing 747 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 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.

2 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 - 4561471 v1 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 engine products, on an emergency basis. In these instances, the Department has consistently found that approval of such requests is in the publicinterest. See, e.g., Notice of Action Taken dated October 11, 2002 (Docket DOT-OST2002-13572); 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 Notice of Action Taken dated March 12, 2013 (Docket DOT-OST-2013-0047) (granting Antonov exemption for the transportation of a Boeing 747 fuselage panel from Fort Worth to Everett 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 expeditious processing and the immediate grant of this emergency exemption application in order to provide assurances to Boeing that Antonov will be permitted to transport this Boeing 747 fuselage panels on or about April 21, 2013, as required.Application of Antonov Airlines Page 5

\\DC - 027074/000001 - 4561471 v1 WHEREFORE, for the foregoing reasons, Antonov respectfully requests that theDepartment issue an emergency exemption permitting Antonov to operate a single oneway all-cargo charter flight transporting two outsized Boeing 747 fuselage panels, plus ancillary equipment, from Fort Worth, Texas to Everett, Washington, April 21-24, 2013, 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 AIRLINES

## To whom it may concern,

This letter confirms the requirement for an outsized cargo aircraft charter in support of shipping aircraft parts to Boeing Everett production. Because of time constraints related to meeting the production schedule and the oversized dimensions of the parts and shipping fixtures, the Boeing Company has an immediate need for an air charter. We have explored and eliminated all other conventional movement methods including air freight, over the road trucking and rail transportation. Air charter is the only method that can meet our deadlines and not delay the production line. The AN124 is the only aircraft capable of handling this size of parts. The charter is required on or about 21April 2013 from Ft Worth, TX to Everett, WA
Regards , 

# Kyle Burns Kyle Burns , Transportation Focal The Boeing Company\\DC - 027074/000001 - 4561471 v1 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Application of Antonov Airlines for an Emergency Exemption has been served this 15th day of April, 2013, 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; ranjit.seth@evergreenairlines.com; charters@evergreenaviation.com; anbird@fedex.com; sllunsford@fedex.com; Msinick@ssd.com; matwood@cozen.com; lstauffer@wallaceair.com; nwallace@wallaceair.com; JUDY@lac.lynden.com; gwhite@lynden.com; enisson@nac.aero; kevin.montgomery@polaraircargo.com; agoerlich@ggh-airlaw.com; dan.weiss@united.com; steve.morrissey@united.com; mlbenge@zsrlaw.com; pdoell@naca.cc; William.S.Schweizer@faa.gov; herb.herzog@faa.gov; patrick.crowley@faa.gov

Jonathan Echmalian