UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation on September 30, 2010



### NOTICE OF ACTION TAKEN

-- DOCKET S DOT

- OST

- 2005

- 20442, DOT

- OST

- 2007

- 27316 &
DOT

- OST

- 2002

- 13144

_____________________________________________________________________________________________________________________________ ___ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will be issued in this matter).

Applicant : 

### Air Central Co., Ltd., Air Next Co., Ltd. & Air Nippon Co., Ltd.

Date Filed: August 24, 2010 , November 1, 2007 and November 1, 200 5 Relief requested:

Air Central Co., Ltd. (Docket DOT

- OST

- 2005

- 20442)

— (1) Renew exemption from 49 U.S.C. § 41301 to engage in scheduled foreign air transportation of persons, property and mail between point or points in Japan, and any point or points in the United States , and conduct charters in accordance with 14 CFR Part 212 of the Department’s rules; (2) renew statement of authorization under Part 212 to the extent necessary to permit Air Central to display the designator code of United Air Lines, Inc . (United) on flights operated on a wet lease basis on behalf of All Nippon Airways, Co. Ltd. (ANA) pursuant to a wet lease agreement with ANA and ANA’s codesharing agreement with United; and (3)
amend statement of authorization under Part 212 to the exten t necessary to permit Air Central to display the designator
code of Continental Airlines , Inc. (Continental) on flights operated on a wet lease basis on behalf of ANA pursuant to a wet lease agreement with ANA and ANA’s codesharing agreement with Continent al.

Air Next Co., Ltd. (Docket DOT

- OST

- 2007

- 27316)

— Amend statement of authorization under Part 212 to the extent necessary to permit Air Next to display the designator code of Continental on flights operated on a wet lease basis on behalf of ANA pursua nt to a wet lease agreement with ANA and ANA’s codesharing agreement with Continental. 1

Air Nippon Co., Ltd. (Docket DOT

- OST

- 2002

- 13144)

— (1) Renew exemption from 49 U.S.C. § 41301 to engage in scheduled foreign air transportation of persons, property and mail between any point or points in Japan, and any point or points in the United States

, and conduct charters in accordance with Part 212 of the Department’s rules; (2) renew statement of authorization under Part 212 to the extent necessary to permit Air N ippon to display the designator code of United on flights operated on a wet lease basis on behalf of ANA pursuant to a wet lease agreement with ANA and ANA’s codesharing agreement with United; and (3) amend statement of authorization under Part 212 to the extent necessary to permit Air Nippon to display the designator code of Continental on flights operated on a wet lease basis on behalf of ANA pursuant to a wet lease agreement with ANA and ANA’s codesharing agreement with Continental.

If renewal, date and citation of last action: November 9, 2006, in Docket DOT

- OST

- 2005

- 20442, May 5, 2010, in
Docket DOT

- OST

- 2007

- 27316 and November 5, 2004, in Docket DOT

- OST

- 2002

- 13144.

Applicant representative: Charles J. Simpson, Jr. & David M. Endersbee (202) 973

- 7926 DOT Analyst: Shelita A. Johnson (202) 366

- 1226

Responsive pleadings: None filed
DISPOSITION

Action : Approved, subject to conditions (attached) 2 Action date : September 30, 2010

1 Air Next’s existing statement of authorization allows the carrier to display the code of United on the flights at issue.

2 In Docket DOT

- OST

- 2010

- 0217, in which ANA Wings Co., Ltd. (ANA Wings) requests an exemption and statement of
authorization to conduct certain code

- share operations with United and Continental, ANA Wing s states that, effective October 1, 2010, Air Central, Air Next, and Air Nippon will merge into Air Nippon Network, which will then change its name to ANA Wings (we ar e acting on ANA Wings’ request concurrently with our action here). Our action in this No tice of Action Taken will enable the three applicants to conduct code

- share operations on behalf of United and Continental in the interim period until the AN A Wings merger is completed.Effe ctive dates of exemption and statement of authorization granted: September 30, 2010

– September 30, 2011 , or until 30 days after the completion of the merger of the applicants into ANA Wings, whichever occurs earlier (see footnote 2 .)

Basis for approval (bilateral agreement/reciprocity)

. 1998 Memorandum of Understanding between the United States and Japan.

Except to the extent exempted/waived, this authority is subject to the terms, conditions, and limitations indicated:

X Standard exemption condit ions (attached)

We note that Continental has conducted a safety audit of Air Central, Air Next and Air Nippon under the Department’s
Code

- Share Safety Audit Program, and the FAA advised us it has reviewed the relevant audit report and found it to be

acc eptable.

X Code

- share conditions previously imposed on Air Central in Docket DOT

- OST

- 2005

- 20442, Air Next in Docket
DOT

- OST

- 2007

- 27316 and Air Nippon in Docket DOT

- OST

- 2002

- 13144. 3

Action taken by: Paul L. Gretch, Director
Office of In ternational Aviation

_____________________________________________________________________________________________________________________________ ___ Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) the app licant s are qualified to perform the proposed operations; (2) our action was consistent with Department policy; (3) grant of the authority was consistent with the public interest; and (4) grant of the authority would not constitute a major regulatory
actio n under the Energy Policy and Conservation Act of 1975. To the extent not granted/deferred/dismissed, we denied all requests in the referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at ou r discretion.

Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR § 385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. Thi s action was effective when taken, and the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

3 In light of our present action these conditions shall now also apply to Continental.12/2007 Foreign Carrier Exemption Conditions

I n the conduct of the operations authorized, the foreign carrier applicant(s) shall:

(1) Not conduct any operations unless it holds a currently effective authorization from its homeland for such operations, and it has filed a copy of such authorization wi th the Department;

(2) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 14 CFR Parts 129, 91, and 36 and 49 CFR Part 1546 or 1550, as applicable. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) from a forei gn airport that would be the holder’s last point of departure for the United States, contact its International Industry Representative (IIR) (formerly referred to as International Principal Security Inspector) to advise the IIR of its plans and
to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served;

(3) Comply with the requirements for minimum insurance coverage contained in 14 CFR Part 205, and, prior to the commenceme nt of any operations under this authority, file evidence of such coverage, in the form of a completed OST Form 6411, with the Federal Aviation Administration’s Program Management Branch (AFS

- 260), Flight Standards Service (any changes to, or termination of , insurance also shall be filed with that office);

(4) Not operate aircraft under this authority unless it complies with operational safety requirements at least equivalent to Annex 6 of the Chicago Convention;

(5) Conform to the airworthiness and airm an competency requirements of its Government for international air services;

(6) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR Part 203, concerning waiver of Warsaw Convention liab ility limits and defenses;

(7) Agree that operations under this authority constitute a waiver of sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with respect to those actions or proceedings instituted against it in any court or other tribunal in the United States that are: (a) based on its operations in international air transportation that, according to the contract of carriage, include a point in the United States as a point of origin, point of destination, or agreed stopping place, or for which the contract of carriage was purchased in the United States; or (b) based on a claim under any international agreement or treaty cognizable in any court or other tribunal of the United States. In this condition, the term "international air transportation" means "international transportation" as defined by the Warsaw Convention, except that all States shall be considered to be High Contracting Parties for the purpose of this definition;

(8) Except as specifically authorized by the Departmen t, originate or terminate all flights to/from the United States in its homeland;

(9) Comply with the requirements of 14 CFR Part 217, concerning the reporting of scheduled, nonscheduled, and charter data;

(10) If charter operations are authorized, excep t as otherwise provided in the applicable aviation agreement, comply with the Department's rules governing charters (including 14 CFR Parts 212 and 380); and

(11) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department, with all applicable orders or regulations of other U.S. agencies and courts, and with all applicable laws of the United States.

This authority shall not be effective during any period when the holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise transferred without explicit Department approval under Title 49 of the U.S. Code.