403828807v4 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) INSEL AIR INTERNATIONAL N.V. ) d/b/a INSELAIR ARUBA ) ) Docket No. OST-_________ for an exemption under 49 U.S.C. § 40109 and ) a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 (Aruba-U.S.) ) __________________________________________)

APPLICATION OF INSEL AIR I NTERNATIONAL N.V. FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be addressed to:

Josh Romanow Peter Nelson 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 E- mail: peter.nelson@pillsburylaw.com

February 20, 2013 Counsel for Insel Air International N .V.

NOTE: Any person may support or oppose this application by filing an answer and serving a cop y of the answer on counsel for Insel Air International N.V. and upon each person served with this application. Answers to the exemption application are due by March 7, 2013 ; Answers to the permit application are due by March 13, 2013. Insel intends to poll on this application and will advise the Department of the results.1 403828807v4 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) INSEL AIR INTERNATIONAL N.V. ) d/b/a INSELAIR ARUBA ) ) Docket No. OST-_________ for an exemption under 49 U.S.C. § 40109 and ) a foreign air carrier permit pursuant to ) 49 U.S.C. § 41301 (Aruba-U.S.) ) __________________________________________)

APPLICATION OF INSEL AIR INTERNATIONAL N.V. FOR AN EXEMPTION AND FOREIGN AIR CARRIER PERMIT

I nsel Air International N .V. d/b/a InselAir Aruba (“Insel Air Aruba”), an air

carrier of Aruba, hereby applies, under the provisions of 49 U.S.C. §§ 40109 and 4130 2
, and Subparts B and C of the Department’s Rules and Practices in Proceedings (14 C.F.R.

§§ 302.201 and 302.301, et seq .), Part 211 of the Department’s Economic Regulations

(14 C.F.R. Part 211), and the Department’s streamlined licensing procedures (Notice,

August 23, 2005 Docket OST -2005- 22228), for an exemption and foreign air carrier

permit authorizing i t to engage in scheduled foreign air transportation of persons,

property and mail from points behind Aruba via Aruba and intermediate points to a point

or points in the United States and beyond, as well as charter air transportation pursuant to

Part 212 of the Department’s Economic Regulations. Insel Air Aruba requests that the

exemption authority requested herein remain in effect until the Department issues it a

foreign air carrier permit

.2 403828807v4 In support of its application, Insel Air Aruba states as follows:

1. The applicant’s full name is Insel Air International N .V. d/b/a InselAir

Aruba. Its principal place of business is Wayaca 31

- A, Oranjestad, Aruba. Insel Air

Aruba is a corporation established under the laws of the Government of Aruba. Insel Air

Aruba’s Ce rtificate of Incorporation is attached as Exhibit A. 211.20(a)

2. The government air transport authority having jurisdiction over Insel Air

Aruba is the Department of Civil Aviation Aruba. Its address is: Sabana Berde 73B;

Oranjestad, Aruba. 211.20(b)

3. Authori ty Requested: Insel Air Aruba seeks authority to conduct

scheduled foreign air transportation of persons, property, and mail from points behind

Aruba via Aruba and intermediate points to a point or points in the United States and

beyond . Insel Air Aruba also seeks authority to operate charter flights as authorized by

Part 212 of the Department’s regulations. 211.20(c)

Specifically, Insel Air Aruba intends to utilize Boeing DC -9- 80 series aircraft with

a 152 seat configuration for this service and proposes initially to commence non -stop

combination service between Aruba and San Juan Luis Mu ñ oz Marin International

Airport beginning November 1, 2013, non- stop combination service between Aruba and

Miami International Airport beginning June 1, 2013, and non- stop combination service

between Aruba and Orlando International Airport beginning November 1, 2013

.
4. Management: A list of all key personnel and direc tors is attached as

Exhibit B. 211.20(d)

5. Statement of Ownership: (Exhibit C)

. 211.20(e)3 403828807v4 6. Other than the relationship with Insel Air International, B.V. reported on

Exhibit D , neither Insel Air Aruba nor its officers, directors, managers, or the holders of

five percent or more of its capital stock hold any direct or indirect interest in any U.S.

carrier, oth er foreign air carrier, any persons engaged in the business of aeronautics, or

any common carrier or person whose principal business is holding of stock in, or control

of, any air carrier. CFS Aruba N.V.
, an Aruban entity active in A ruba for more than 7

years, owns 70% of the applicant. 211.20(f)

7. Insel Air Aru ba is a privately -held entity. 211.20(g)

8. Insel Air Aruba’s insurance meets the minimum requirements specified in

14 CFR Part 205. A copy of OST Form 6411, Foreign Carriers Certif icate(s) of

Insurance is attached hereto as Exhibit E. 211.20(h)

9. Operating Authority: Insel Air Aruba’s Air Operator Certificate

encompassing the authority requested herein is attached as Exhibit F. 211.20(i)

10. Operating History: Exhibit G provides background and dat a on Insel Air

Aruba, its operations, and route structure. 211.20(j)

11. A list of Insel Air Aruba’s aircraft is attached as Exhibit H. The aircraft

listed in Exhibit H is sub

- leased from Insel Air International B.V. and registered in Aruba

(Kingdom of the Netherlands). It is the intention of InselAir Aruba to add one more DC

9-80 series aircraft to its fleet by the end of 2013. 211.20(k)

12. Maintenance: Base maintenance will be performed by Insel Air

International B.V. Heavy Maintenance will be performed by Commercial Jet, Inc.

Insel Air Aruba’s maintenance program complies with the provisions of ICAO Pilots and4 403828807v4 Airmen Annexes 1, 6 (Part I) and 7. The Kingdom of the Netherlands
, of which Aruba

forms a part , is a signatory to the convention on International Civil Aviation. 211.20(l)

13. Agreements: Insel Air Aruba has an interline agreement with Insel Air

International B.V. 211.20(m)

14. Financial Summary: A copy of the financial information , including a

recent balance sheet ending December 31, 2012 is being submitted as Exhibit I with a

motion to withhold the information from public disclosure. Please note that because

applicant began operations in 2012, only one year of financial data is a vailable. 211.20(n)

15. Financial Assistance from Homeland Government: Insel Air Aruba

receives no financial assistance from the Government of Aruba. 211.20(o)

16. An estimate showing the total traffic and the financial results of the

proposed services for the first full year of normal operations and the supporting data

employed to calculate the financial forecast is attached as Exhibit J , with a motion to

withhold the information from public disclosure. 211.20(p)

17. The U.S. and Aruba have a long

- standing Open Skies Agreement, and the

authority requested herein is fully consistent with the terms of the Agreement, which sets

forth the following rights for Aruba carriers in Annex 1:

Airlines of each Implementing Entity designated under this Annex shall, in accordance wi th the terms of their designation, be entitled to perform scheduled international air transportation between points on the following issues:

A. Routes for the airline or airlines designated by the Government of Aruba:

1. From points behind Aruba via Aruba and intermediate points to a point or points in the United States and beyond.5 403828807v4 18. Designation: Insel Air Aruba’s designation by the Aruba Government for

routes to Puerto Rico is attached as Exhibit K . Designations for additional routes will be

provided to th e Department. 211.20(q)

19. The Government of Aruba’s Policy with the United States Carriers: It is

Insel Air Aruba’s understanding that the Government of Aruba would authorize similar

services as those requested herein for a U.S. carrier under the bilateral a greement. The

Government of Aruba grants Fifth Freedom traffic rights to U.S. carriers. Insel Air

Aruba’s new service will provide additional non

- stop travel opportunities to citizens of

both the U.S. and Aruba, serve the interests of comity and reciprocity, benefit travelers in

both countries, and will, therefore, serve the public interest. 211.20(r)

20. Tariff Violations/Accidents: Insel Air Aruba has not been involved in any

safety or tariff violations or any fatal accidents in the past five years. 211.20(s)

21. Waiver of Warsaw Convention Liability Limits: An executed OST Form

4523 is attached hereto as Exhibit L. 211.20(t)

22. Foreign Air Carrier Family Support Act Plan: Insel Air Aruba’s plan is

attached as Exhibit M , and will be submitted to the Nation al Transportation Safety Board.

23. Summary of Passenger Manifest Information Collection Procedures:

Insel Air Aruba will collect the passenger manifest information required by 14 C.F.R. §

243 and will transmit that information to the Department of State in th e event of an

aviation disaster. A summary of Insel Air Aruba’s procedures is attached as Exhibit N.

24. Fuel Consumption: The operation proposed by InselAir Aruba will not

result in a near term increase in fuel consumption of ten million gallons or more.

Co nsequently, grant the authority requested herein will not constitute a “major regulatory6 403828807v4 action” under the Energy Policy and Conservation Act of 1975, as defined by 14 C.F.R. §

313.4(a)(1).

25. Verification: The verification required by 14 C.F.R. 302.4(b) is attached

hereto as Exhibit O.

As demonstrated by the information provided herein, Insel Air Aruba is fully

qualified to operate the services for which authority is here requested, and grant of the

requested authority will therefore serve the public interest. Insel Air Aruba requests that

the exemption requested herein remain in effect until the Department issues it a foreign

air carrier permit

. WHEREFORE, based upon the foregoing information, Insel Air Aruba

re spectfully requests that it be granted an exemp tion and foreign air carrier permit to

engage in scheduled foreign air transportation of persons, property and mail as more fully

described above.

Respectfully submitted,

Josh Romanow Peter Nelson 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 E- mail: peter.nelson@pillsburylaw.com

February 20, 2013 Counsel for Insel Air International N .V.7 403828807v4 CERTIFICATE OF SERVICE

The undersigned certifies that on February 20, 2013 the Application of Insel Air

International N .V. for an Exemption and Foreign Air Carrier Permit, was served by

electronic mail on the individuals identified below:

James Jelinski Aviation Safety Inspector Supervisor Federal Aviation Administration 8600 NW 36 th Street, Suite 600 Miami, FL 33166 jamesr.jelinski@faa.gov

Sascha Vanderbellen Jeff Morgan Delta Airlines 1275 K Street, N.W. Washington, D.C. 20005 sascha.vanderbellen@delta.com jeff.morgan@delta.com

Howard Kass U.S. Airways 1401 H Street, NW Ste. 1075 Washington, D.C. 20005 howard.kass@usairways.com

Carl B. Nelson, J r. American Airlines, Inc. 1101 Seventeenth St, N.W., Suite 600 Washington, D.C. 20036 Carl.nelson@aa.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.com

Dan Weiss Continental Airlines 1600 Smith Street, Ste. HQSGV Houston, TX 77002 dan.weiss@coair.com

Steve Morrissey United Air Lines steve.morrissey@united.com

Jonathan Hill JetBlue jhill@dowlohnes.com

David Kirstein Spirit Air dkirstein@yklaw.com

/s/ Melinda A. Hernandez Melinda A. Hernandez8 403828807v4 TABLE OF EXHIBITS

Exhibit A Certificate of Incorporation

Exhibit B Management & Key Personnel

Exhibit C Owner ship

Exhibit D Relationship with Insel Air International B.V.

Exhibit E OST Form 6411, Foreign Carriers Certif i cate(s) of Insurance

Exhibit F Air Operator Certificate

Exhibit G Background, Operations, and International Route Structure (and other relevant info about shareholders)

Exhi bit H List of Aircraft

Exhibit I Financial Summary

Exhibit J Traffic/Financial Forecast

Exhibit K Home Country Route Designation

Exhibit L Waiver of Warsaw Convention Liability Limits

Exhibit M Foreign Air Carrier Family Support Act Plan

Exhibit N Summary of Passenger Manifest Collection Procedures

Exhibit O Verification9 403828807v4 Exhibit A

Certificate of Incorporation10 403828807v411 403828807v412 403828807v413 403828807v414 403828807v415 403828807v416 403828807v417 403828807v418 403828807v419 403828807v420 403828807v421 403828807v422 403828807v4 Exhibit B Management & Key Personnel

Name: Albert Kluyver

Title: President Work Address: Dokweg 19, Maduro Plaza, Curacao Residential Address: Seru Milon kavel 10, Curacao Citizenship The Netherlands, Curacao Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Frederick Nuboer

Title: Chief Executive Officer Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Calabas 77, Aruba Citizenship The Netherlands, Aruba Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Gerrit van Heijningen

Title: Chief Operations Officer & Crew Training Manager Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Kurimiauw 2R, Aruba Citizenship The Netherlands Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Rony Racherds

Title: Chief Maintenance Officer Work Address: Dokweg 19, Maduro Plaza, Curacao Residential Address: Weto, Kaya B

- 50, Curacao Citizenship The Netherlands, Aruba
Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Frank Judell

Title: Chief Financial Officer Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Cumana 101 G, Aruba Citizenship The Netherlands Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Stephan van Spaandonk

Title: Quality & Safety Manager ** Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Wayaca 380, Aruba Citizenship The Netherlands, Aruba Not related by blood or marriage to any other individual(s) listed in exhibit B23 403828807v4 Name: Franklin Krosendijk Title: Manager Ground Operations Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Sero Alejandro 5

- H, Aruba Citizenship : The Netherlands, Aruba Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Miguel Maduro

Title: Security Manager Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Savaneta 14, Aruba Citizenship : The Netherlands, Aruba Not related by blood or marriage to any other individual(s) listed in exhibit B

Name: Ludwig Hermans

Title: Fleet Manager MD80 /Chief Pilot Work Address: Wayaca 31

- A, Oranjestad, Aruba Residential Address: Paradera 48

- Z, Aruba Citizenship : The Netherlands Not related by blood or marriage to any other individual(s) listed in exhibit B

** The Quality & Safety Manager’s responsibilities include monitoring all maintenance activities performed by other companies.24 403828807v4 Exhibit C Ownership

(Attached)25 403828807v426 403828807v427 403828807v428 403828807v4 Exhibit D

Relationship with Insel Air International B.V.29 403828807v430 403828807v4 Exhibit E

OST Form 6411, Foreign Carriers Certificate(s) of Insurance

(Attached)31 403828807v432 403828807v433 403828807v4 Exhibit F

Air Operator Certificate

(Attached)34 403828807v435 403828807v4 Exhibit G

Background, Operations, and International Route Structure (and other relevant info about shareholders)

Insel Air International N.V. (doing business as InselAir Aruba) obtained its Air Operating Certificate in November 29 th , 2012. Since December 1 st , 2012 it has been operating charter flights using one DC -9- 82 aircraft. It is the intention to start scheduled and charter flights from Aruba to several destinations in the United States as of June 1, 2013, connecting the Caribbean with North American destinations.

Currently CFS Aruba NV holds 70 percent of the issued stocks and Insel Air International B.V. holds the remaining 30 percent of the issued stocks of Insel Air International N.V.36 403828807v4 Exhibit H

List of Aircraft

Registration Aircraft Make/Model Serial Number Date of Manufacture

P4

- MDD Boeing DC

- 9

- 82 49972 24

- Aug

- 1990

This aircraft is leased from Insel Air International B.V. and registered in Aruba.37 403828807v4 Exhibit I

Financial Summary

Submitted in a separate, sealed envelope per the InselAir Aruba Motion for Confidential Treatment Pursuant to Rule 12.38 403828807v4 Exhibit J

Traffic/Financial Forecast

Submitted in a separate, sealed envelope per the InselAir Aruba Motion for Confidential Treatment Pursuant to Rule 12.39 403828807v4 Exhibit K

Home Country Route Designation40 403828807v4 Exhibit L

Waiver of Warsaw Convention Liability Limits

(Attached)41 403828807v442 403828807v4 Exhibit M

Foreign Air Carrier Family Support Act Plan43 403828807v444 403828807v445 403828807v446 403828807v447 403828807v448 403828807v449 403828807v4 Exhibit N

Summary of Passenger Manifest Collection Procedures

Insel Air International N.V.

Introduction

This summary is submitted by Insel Air International N.V. to the U.S. Department of Transportation in accordance with 14 C.F.R. Part 243.

Summary of Procedures

For each covered flight segment, Insel Air International N.V. shall collect, or cause to be collected, the full name of each passenger who is a U.S. citizen. Any U.S. citizen wh o does not provide this information will not be permitted to board. Insel Air International N.V. will request an emergency contact telephone number and name from U.S. citizen passengers. As the provision of this information is voluntary, Insel Air Internat ional N.V. will not deny boarding to any passenger who refuses to provide it. Insel Air International N.V. shall store the information collected pursuant to the above procedures until passengers on the covered flight segment disembark. This information wil l be kept confidential and will not be used for purposes other than those described herein or disclosed to any entity except as required and permitted by law. In the event of an aviation disaster, Insel Air International N.V. shall contact the Managing Dir ector of Overseas Citizen Services, Bureau of Consular Affairs, U.S. State Department, by telephone. Not later than three hours after confirmation of such a disaster, Insel Air International N.V. shall transmit to the U.S. State Department and, upon reques t, the National Transportation Safety Board, the information collected in accordance with these procedures.

24 Hour Contact Information

Insel Air International N.V.’s 24-hour operations center is located in Wayaca 31- A, Oranjestad, Aruba. Any agent of the U.S. government may contact operations center personnel at any time by dialing +297 582- 4700 or via email at ops- aua@fly

inselair.com.50 403828807v4