\\DC - 043304/000001 - 6258876 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of AIR BUSAN CO., LTD. for an exemption pursuant to 49 U.S.C. § 40109 and a foreign air carrier permit pursuant to 49 U.S.C. § 41302 (Republic of Korea - United States Open-Skies) ) ) ) ) ) ) ) ) Docket DOT-OST-2014-______

APPLICATION OF AIR BUSAN CO., LTD. FOR AN EXEMPTION AND A FOREIGN AIR CARRIER PERMIT

Communications with respect to this document should be addressed to: George U. Carneal HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 Telephone: +1 202 637 6546 Facsimile: +1 202 637 5910 E-mail: george.carneal@hoganlovells.com Counsel for AIR BUSAN CO., LTD.
December 19, 2014
NOTICE: Any person may support or oppose this application by filing an answer

and serving a copy of that answer on counsel for Air Busan Co., Ltd. and all persons served with this application. Answers to the exemption request are due January 5, 2015, and answers to the permit request are due January 9, 2015.\\DC - 043304/000001 - 6258876 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of AIR BUSAN CO., LTD. for an exemption pursuant to 49 U.S.C. § 40109 and a foreign air carrier permit pursuant to 49 U.S.C. § 41302 (Republic of Korea - United States Open-Skies) ) ) ) ) ) ) ) ) Docket DOT-OST-2014-______

December 19, 2014
APPLICATION OF AIR BUSAN CO., LTD.

FOR AN EXEMPTION AND A FOREIGN AIR CARRIER PERMIT Air Busan Co., Ltd. (“Air Busan” or the “Applicant”), a foreign air carrier based in Busan, Republic of Korea (“ROK”), hereby applies under 49 U.S.C. §§ 41302 and 40109, Subparts B and C of the Department’s Rules of Practice (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 1 for an exemption and a foreign air carrier permit authorizing Air Busan to engage in (1) scheduled foreign air transportation of persons, property, and mail from points behind the Republic of Korea via the Republic of Korea and intermediate points to a point or points in the United States and beyond; (2) charter foreign air transportation of persons, property, and mail between any point or points in the Republic of Korea and any point or points in the United States, and between any point or points in the United States and any point or

1 See DOT Notice in Docket DOT-OST-2005-22228, dated August 23, 2005. Air Busan requests that the Department grant this application under the show-cause procedures described in that Notice by issuing a single Order (a) granting the exemption authority described in this application for a period of two years, or until the effective date of the Applicant’s foreign air carrier permit, whichever occurs first, and (b) tentatively awarding the foreign air carrier permit. As soon as possible thereafter, Air Busan requests that the Department issue a Final Order issuing Air Busan its ROK-U.S. open-skies foreign air carrier permit for a period of indefinite duration.Application of Air Busan Co., Ltd. for an Exemption and a Permit Page 2

\\DC - 043304/000001 - 6258876 v1 points in a third country or countries, provided that such service constitutes part of a continuous operation, with or without a change of aircraft, that includes service to the Republic of Korea for the purpose of carrying local traffic between the Republic of Korea and the United States; and (3) other charter foreign air transportation subject to the terms, conditions, and limitations of 14 C.F.R Part 212. Air Busan plans to introduce scheduled service between Busan and Guam on or
about June 30, 2015 . Air Busan seeks to obtain economic authority and all other regulatory approvals as early as possible for the introduction of Busan-Guam service, and desires to begin advertising and selling tickets to consumers sufficiently in advance of the launch date to promote the earliest possible success of the service. Accordingly, Air Busan requests the Department’s prompt consideration and approval of this application. In support of this application, Air Busan submits the following information: 1. Air Busan is a growing, low-cost regional Korean air carrier that was established in August 2007 and began providing scheduled service in October 2008. The Applicant currently operates a fleet of 13 aircraft on 14 domestic ROK and international routes with plans for gradual growth within the Asian/Pacific region. 2. Air Busan provides domestic scheduled service to Seoul (Gimpo) and Jeju and international scheduled service to points in Japan, China (including Hong Kong and Macau), Taiwan, the Philippines and Cambodia, all from its focal city of Busan. Air Busan has grown steadily since it first started flying in 2008, and plans further fleet and route expansions in the coming years. Additional information concerning Air Busan’s operating history is set forth in the Applicant’s response to the Information Requirements of 14 C.F.R. § 211.20(j), contained in Exhibit BX-1.Application of Air Busan Co., Ltd. for an Exemption and a Permit Page 3

\\DC - 043304/000001 - 6258876 v1 3. Air Busan requests timely approval of this application in order to fulfill its imminent and long-term South Korea-U.S. scheduled service aspirations. On or about June 30. 2015, Air Busan plans to introduce year-round scheduled foreign air transportation of persons, property, and mail between Busan (PUS) and Guam (GUM). The proposed schedule for these flights is set forth in Exhibit BX-1, in response to the Information Requirements of § 211.20(c). The Applicant initially intends to offer four weekly roundtrip flights on the PUS-GUM route using Airbus A320-200 or A321-200 aircraft. In accordance with the liberal rights available under the ROK-U.S. Open-Skies Agreement, Air Busan might in the future offer service with other airplanes from its fleet, adjust its proposed service patterns, and introduce service to other points in the United States, including Hawaii and the U.S. mainland. 4. Air Busan also requests authority to conduct South Korea-U.S. charters and other charter flights to and from the United States under Part 212 of the Department’s Regulations, to enable Air Busan to respond to charter opportunities as they arise. 5. Air Busan is fit, willing, and able to provide the foreign air transportation described in this application and to conform to the provisions of Title 49 of the United States Code and the applicable rules, regulations and requirements of the DOT and other Federal governmental agencies. The Applicant has been found to be qualified to engage in domestic and foreign air transportation by the Ministry of Land, Infrastructure and Transport (“MOLIT”) of the Republic of Korea. MOLIT issued Air Operator Certificate No. 2008-A05 to Air Busan on October 24, 2008 and Air Transportation Business License no. 180111-0605121 initially on June 11, 2008 and most recently on April 11, 2014 ( see Exhibit BX-2). The attached Exhibits containApplication of Air Busan Co., Ltd. for an Exemption and a Permit Page 4

\\DC - 043304/000001 - 6258876 v1 additional fitness information required under 14 C.F.R. § 211.20 establishing the qualifications of the Applicant to hold a foreign air carrier permit (and an exemption in the interim). 6. Issuance to Air Busan of the requested exemption and foreign air carrier permit is consistent with the 1998 ROK-U.S. Open-Skies Air Transport Agreement. Under Annexes I and II of the Open-Skies Agreement, designated airlines of the Republic of Korea are entitled to perform the scheduled and charter services that are the subject of this application. Furthermore, Air Busan understands that the Ministry of Foreign Affairs of the Republic of Korea will transmit a note formally designating Air Busan under Annexes I and II in the very near future. 7. The fact that the authority requested by Air Busan is consistent with the rights available under the ROK-U.S. Air Transport Agreement provides prima facie evidence that approval of this application is in the public interest. Moreover, approval is also in the public interest because it will enable the Applicant to introduce valuable service that will improve transportation options for passengers seeking service between South Korea and Guam, and potentially other U.S. points in the future. 8. The introduction of the services proposed by Air Busan will not involve a near-term net annual change in aircraft fuel consumption exceeding 10 million gallons. 2 Approval of this application would not constitute a “major federal action significantly affecting the quality of the human environment” within the meaning of Section 102(2)(c) of the National Environmental Policy Act or a “major regulatory action” under the Energy

2 Air Busan estimates that it will burn approximately 1.4 million gallons of fuel during the first full year of its proposed scheduled operations.Application of Air Busan Co., Ltd. for an Exemption and a Permit Page 5

\\DC - 043304/000001 - 6258876 v1 Policy and Conservation Act. In addition, the Applicant does not anticipate encountering any difficulty in obtaining adequate supplies of fuel for its proposed services. 9. Pursuant to 49 U.S.C. § 41313(c), Air Busan will submit to the Department (in Docket DOT-OST-1998-3304) and the National Transportation Safety Board its plan to address the needs of families of passengers involved in aircraft accidents. 10. Pursuant to 14 C.F.R. § 243.13, Air Busan will file a brief statement with the Department (in Docket DOT-OST-1998-3305) summarizing how it will collect the passenger manifest information required by Part 243 and transmit the information to the Department of State in the event of an aviation disaster. 11. In conclusion, Air Busan is poised and qualified to provide convenient new air service between the Republic of Korea and the United States that is consistent with the ROK-U.S. Open-Skies Air Transport Agreement and the public interest. In order to ensure that Air Busan’s proposed summer 2015 scheduled PUS-GUM service may proceed as planned and that the Applicant is also able to offer charter air service to and from the United States in the event near term charter opportunities arise, Air Busan requests that this application be granted without delay.Application of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 EXHIBIT LIST

Exhibit BX-1 Fitness Information Required by 14 C.F.R. § 211.20 BX-2 Further Response to § 211.20(i) – Homeland Operating Authority BX-3 Directors, Officers and Key Management Personnel BX-4 Certificate of Insurance BX-5 Response to § 211.20(n) – Financial Information BX-6 Signed OST Form 4523 BX-7 Verification Required by § 211.11Application of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 Exhibit BX-1

Fitness Information Required by 14 C.F.R. § 211.20Exhibit BX-1 Page 1

\\DC - 043304/000001 - 6258876 v1

FITNESS INFORMATION REQUIRED BY 14 C.F.R. § 211.20
(a) The name and address of the applicant, the nature of its organization and the country under the laws of which it is organized.

Air Busan Co., Ltd. 6F, 24, Hwangnyeong-daero Busanjin-Gu, Busan, 614-721 Republic of Korea Air Busan is a corporation that was formed in 2007 under the laws of the Republic of Korea.
(b) Name and address of the government air transport authority with regulatory jurisdiction over the Applicant.

Ministry of Land, Infrastructure and Transport 11 Doum 6-ro Government Complex-Sejong Sejong-si 339-012 Republic of Korea
(c) Statement of the authority requested and a description of the services proposed.

Air Busan requests issuance of an exemption and a foreign air carrier permit authorizing the Applicant to engage in scheduled foreign air transportation of persons, property, and mail from points behind the Republic of Korea via the Republic of Korea and intermediate points to a point or points in the United States and beyond. Air Busan further requests authority to engage in charter foreign air transportation of persons, property, and mail between any point or points in the Republic of Korea and any point or points in the United States, and between any point or points in the United States and any point or points in a third country or countries, provided that such service constitutes part of a continuous operation, with or without a change of aircraft, that includes service to the Republic of Korea for the purpose of carrying local traffic between the Republic of Korea and the United States; and to conduct other charter trips in foreign air transportation subject to the terms, conditions, and limitations of 14 C.F.R. Part 212.Exhibit BX-1 Page 2

\\DC - 043304/000001 - 6258876 v1

Air Busan proposes to commence year-round roundtrip scheduled service on the Busan (PUS) – Guam (GUM) route on or about June 30, 2015. The Applicant initially plans to operate four weekly roundtrip flights on the PUS-GUM route (departing from PUS on Mondays, Tuesdays, Thursdays, and Saturdays and arriving in/departing from GUM the following days) under the following schedule (all times local):

Segment DEP ARR PUS-GUM 2130 0310 GUM-PUS 0410 0720 Air Busan plans to introduce these services using Airbus A320-200 aircraft configured in a single class with 162 seats, but Air Busan may also use Airbus A321-200 aircraft with 191-195 seats if warranted by demand. Air Busan reserves the right to adjust its service patterns, schedules, frequencies, and equipment used with respect to this route, and to serve other ROK-U.S. routes consistent with the authority granted by the Department, the Applicant’s homeland and FAA operating authority, and the ROK-U.S. Open-Skies Agreement. The Applicant also proposes to provide charter service to the United States as opportunities arise, subject to the provisions of 14 C.F.R. Part 212.
(d) Information concerning the Directors, Officers and key management personnel of the Applicant. The directors, officers and key management personnel of Air Busan are identified in Exhibit BX-3. Each individual is a citizen and resident of the Republic of Korea. To the best of the Applicant’s knowledge and belief, none are related by blood or marriage. The business address of each individual is care of Air Busan’s headquarters in Busan (per the response to § 211.20(a), above).Exhibit BX-1 Page 3

\\DC - 043304/000001 - 6258876 v1 (e) Information concerning the ownership of the Applicant.

The entities holding five percent (5%) or more of the capital stock of Air Busan are Asiana Airlines, Inc. (“Asiana”) (46.00%), which is another ROK air carrier that has been issued a foreign air carrier permit by the Department of Transportation, and the Busan Metropolitan City (5.02%). The Department has previously determined that Asiana is substantially owned and effectively controlled by citizens of the Republic of Korea. See DOT Order 2000-11-10. In terms of entities holding 5% or more of the capital stock of Asiana, according to its financial statements as of December 31, 2013, on that date, Kumho Industrial Co., Ltd (a ROK corporation) owned 30.08% of Asiana’s shares, Kumho Petrochemical Co., Ltd (a ROK Corporation) held 12.61%, and The Korea Development Bank (a ROK government run bank) held 6.25%. All other Air Busan stockholders are ROK companies, consisting of Seun Steel Co., Ltd. (4.00%), Lotte Hotel Busan, Inc. (4.00%), Winsteel Co., Ltd (4.00%), Dongil Holdings Co., Ltd. (4.00%), Bisco Co., Ltd (4.00%), Nexen Corp. (4.00%), Taewoong Co., Ltd. (4.00%), Samhan Construction Co., Ltd. (4.00%), IS Dongseo Co., Ltd. (4.00%), Seo Won Distribution Co., Ltd. (4.00%), Meritz Fire & Marine Insurance Co., Ltd. (3.99%), The Busan Bank (2.99%), ENK Co., Ltd (1.00%) and The Busan Ilbo Co., Ltd (1.00%). Each company is a citizen of the Republic of Korea. Thus, the management and ownership information concerning Air Busan fully supports a finding that Air Busan is substantially owned and effectively controlled by citizens of the Republic of Korea.
(f) Statement concerning the Applicant’s holdings in other aeronautics-related businesses. Asiana, which holds 46% of Air Busan’s capital stock, is a ROK air carrier that is well known to the Department. To the best of Air Busan’s knowledge and belief, neither the Applicant nor its officers, directors, key managers or other major shareholder hold any direct or indirect interest in other U.S. or foreign air carriers or other aeronautical businesses.Exhibit BX-1 Page 4

\\DC - 043304/000001 - 6258876 v1 (g) The relationship between the Applicant and its homeland government.

Aside from the local Busan Metropolitan City ownership interest in Air Busan and the regulatory oversight of various ROK governmental entities over the Applicant, the Korean government is not involved in the ownership, management or operations of Air Busan.
(h) Evidence that the Applicant’s insurance coverage meets or exceeds the liability limits of 14 C.F.R. Part 205. Insurance coverage for the aircraft Air Busan will use for its proposed services to the United States exceeds the liability limits of 14 C.F.R. Part 205. Attached as Exhibit BX-3 is a completed OST Form 6411, Foreign Air Carriers - Certificate of Insurance, which will also be submitted to the Federal Aviation Administration.
(i) Evidence of the Applicant’s homeland operating authority.

Attached as Exhibit BX-2 is Air Operator Certificate No. 2008-A05, dated October 24, 2008, and Air Transportation Business License No. 180111- 0605121, dated April 11, 2014, issued by the Ministry of Land, Infrastructure and Transport of the Republic of Korea. The Applicant will obtain necessary amendments to the Operations Specifications associated with this AOC in order to provide the proposed services to Guam and other destinations in the United States, and will otherwise ensure that all renewals of and amendments to its AOC and Air Transportation License are maintained with MOLIT, as warranted.
(j) Operating history of the Applicant.

Air Busan is a regional low-cost ROK airline that focuses on domestic and international service from its main base of operations in Busan, the second largest city in the ROK. It operates domestic passenger services to Seoul (Gimpo) and Jeju and international services to select destinations in Asia. Initially named Busan International Airlines Co., Ltd., the Applicant was established in August 2007. It subsequently changed its name to Air Busan Co.,Exhibit BX-1 Page 5

\\DC - 043304/000001 - 6258876 v1 Ltd., with initial investment agreements in place in February 2008 for the launch of the airline. Later that year, Air Busan obtained its air transportation license and Air Operator Certificate and inaugurated service between Busan, Gimpo and Jeju using B737-500 aircraft. These domestic ROK services expanded during 2009, when Air Busan reached a fleet size of five B737-500 and -400 aircraft. Since 2010, Air Busan has gradually expanded into international markets, beginning with scheduled and charter flights to points in Japan. Air Busan began taking delivery of Airbus A321-200 aircraft in 2011 and expanded services and frequencies to a limited number of carefully selected additional Asian destinations each year since then. Today, Air Busan has a fleet of 13 aircraft (with a 14th expected this month) and a route network that connects Busan with each of Gimpo and Jeju, ROK; Tokyo, Osaka and Fukuoka, Japan; Qingdao, Xi’an, Yanji, Zhangjiajie, Hong Kong and Macau, People’s Republic of China; Taipei and Kaohsiung, Taiwan; Cebu, Philippines; and Siem Reap, Cambodia. For the foreseeable future, Air Busan intends to continue its strategy of incremental annual growth in terms of fleet size and points served, with nonstop service from Busan as its core business focus. The addition of service to Guam is a key element of that strategy for 2015.
(k) List of the aircraft owned, leased and operated by the Applicant.

A listing of Air Busan’s current fleet appears below. All aircraft are leased or subleased from Asiana and registered in the Republic of Korea. They are all operated exclusively by Air Busan, and none are, or are intended to be, wet leased. Aircraft Reg. No.

B737-500 HL7250 B737-400 HL7510

HL7517 HL7508 HL7513 A321-200 HL8213

HL7761Exhibit BX-1 Page 6

\\DC - 043304/000001 - 6258876 v1 A321-200 (cont’d) HL7723

HL7711 HL7712 HL7713 A320-200 HL7753

HL7744 HL7745 (anticipated Dec. 2014)

Air Busan has 7 additional Airbus aircraft on order, with delivery dates through 2016. Air Busan plans to phase out its B737 classic aircraft during this same time period, transitioning it to an all-Airbus fleet.
(l) Aircraft maintenance information.

Air Busan’s maintenance procedures are regulated and approved by the ROK Ministry of Land, Infrastructure and Transport and in compliance with ICAO pilots and airmen annexes 1, 6 (Part 1) and 7. The Republic of Korea is a contracting state of the Convention on International Civil Aviation. Maintenance on Air Busan’s aircraft is contracted to and primarily performed by Asiana at its maintenance facilities located at Incheon International Airport.
(m) Description of any agreements or cooperative working arrangements.

Air Busan has not entered into any agreements or cooperative working arrangements with U.S. or foreign airlines affecting the proposed services to the United States.
(n) Financial data summaries.

Exhibit BX-5 consists of financial data summaries for 2012 and 2013.Exhibit BX-1 Page 7

\\DC - 043304/000001 - 6258876 v1 (o) Financial assistance received or expected from the Applicant’s home government, if any. Although the Busan Metropolitan City owns shares of the Applicant, no direct financial assistance is provided by the Applicant’s home government.

(p) 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. Based on its international air transportation experience on similar leisureroutes from Busan and its analysis of demand and expected growth in the ROKGuam market, Air Busan reasonably projects that it will carry at least 50,000 passengers between Busan and Guam during the first year of operations (based on an average load factor of approximately 75%). Air Busan estimates that the route will generate income of approximately $9.67 million during that period.
(q) Issues relating to the air transport agreement between the United States and the Republic of Korea. The services proposed by the Applicant are entirely consistent with the Republic of Korea-U.S. “Open-Skies” Air Transport Agreement, signed and entered into force on June 9, 1998. Under Annexes I and II of the Open-Skies Agreement, designated airlines of the Republic of Korea are entitled to perform the scheduled and charter services that are the subject of this application. Furthermore, Air Busan anticipates that the Ministry of Foreign Affairs of the Republic of Korea will transmit a note formally designating Air Busan under Annexes I and II in the very near future.
(r) The policy of the applicant’s homeland government with respect to U.S. carriers’ applications for scheduled and charter authority, including whether the homeland government grants Fifth Freedom traffic rights to U.S. carriers. It is Air Busan’s understanding that the policy of the Government of the Republic of Korea is to grant designated U.S. carriers’ applications for scheduled and charter authority to serve Korea, to the extent that the proposed services are consistent with the ROK-U.S. Air Transport Agreement and other internationalExhibit BX-1 Page 8

\\DC - 043304/000001 - 6258876 v1 agreements between the Republic of Korea and third countries. The Koreangovernment’s approval of traffic rights not covered by the Annexes to the OpenSkies Agreement would be based on a determination that adequate comity and reciprocity exists.
(s) Statement as to whether the Applicant has, for the preceding 5 years, been involved in any safety or tariff violations or any fatal accidents. For the preceding five years, Air Busan has not been involved in any fatal accidents or any tariff violations. In terms of safety violations, Air Busan or the responsible flight crew members have been penalized for the following:

 12/26/2010 – Runway incident at Fukuoka Airport due to miscommunication between cockpit crew and Air Traffic Control (ATC);

 01/14/2011 – Descent without ATC permission in vicinity of Gimhae Airport, triggering Traffic Collision Avoidance System alert;

 05/08/2012 – Landing on wrong runway at Gimhae Airport during adverse weather;

 10/07/2012 – Unauthorized altitude increase in the vicinity of Cebu Airport due to miscommunication with ATC; and

 05/18/2013 – Insufficient report to MOLIT regarding aircraft change.
(t) OST Form 4523 (Waiver of liability limits under the Warsaw Convention).

A signed copy of OST Form 4523 is set forth as Exhibit BX-6 and will be submitted to Docket DOT-OST-1995-236.Application of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 Exhibit BX-2 Further Response to § 211.20(i) – Homeland Operating Authority

# Certificate of Air Transportation Business Licence

○ Company : AIR BUSAN Co., Ltd.

○ Name : Tae-Keun Han
○ Registration Number : 180111-0605121
○ Address : 6F, 24, Hwangnyeong-d aero, Busanjin-Gu, Busan, 614- 721, The Republic of Korea
○ Business : Domestic, International Air Transport Services (Passenger, Cargo)
○ (First) Date of Issuance : June 11, 2008

This Certificate of Air Transportation Business Licence is issu ed pursuant to Article 112 of 『Aviation Act』 of the Republic of Korea.

11 April 2014



# Ministry of Land, Infrastructure and TransportApplication of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 Exhibit BX-3

Directors, Officers and Key Management PersonnelApplication of Air Busan Co., Ltd. for an Exemption and a Permit

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\\DC - 043304/000001 - 6258876 v1 Exhibit BX-5 Response to § 211.20(n) – Financial InformationAIR BUSAN CO., LTD. Statements of Financial Position As of December 31, 2013 and 2012 (In US dollar)

Assets 2013 2012 Cash and cash equivalents $ 7,958,758 4,906,239 Short-term financial instruments 43,062,201 38,344,048 Held-to-maturity securities - 9,783,631 Accounts receivable less allowance for doubtful accounts 6,558,7 88 4,939,614 Other accounts receivable 2,261,179 2,965,929 Accrued revenues 487,424 927,230 Advance payments 732,707 886,299 Prepaid expenses 728,342 1,029,489 Prepaid value added tax 835,289 395,636 Deferred tax assets 986,235 75,065 Inventories 1,199,325 937,630 Total current assets 64,810,248 65,190,809 Held-to-maturity securities 9,569,378 9,407,338 Property, plant and equipment, net 6,458,644 4,591,357 Intangible assets 187,538 158,362 Long-term loans 4,276,794 573,848 Deposits provided 4,062,527 4,345,243 Deferred tax assets

- 367 Total non-current assets 24,554,882 19,076,514

Total assets $ 89,365,131 84,267,323

Liabilities Accounts payable $ 15,284,061 21,706,350 Accrued expense 1,109,369 1,180,489 Withholdings 3,907,772 2,959,615 Advances from customers 13,296,880 8,969,440 Prepaid income

- 86,966 Taxes withheld 9,151 39,937 Current tax liabilities 1,966,228 612,564 Total current liabilities 35,573,461 35,555,360
Retirement and severance benefits 6,906,008 4,218,590 Pension plan assets 6,895,858 - 4,052,516 - Total non-current liabilities 10,150 166,074 Total liabilities 35,583,612 35,721,433 Shareholders¡ equity Capital stock 47,846,890 47,036,689 Capital adjustments 238,072 - 234,041 - Retained Earnings 6,172,701 1,743,241 Total shareholders¡ equity 53,781,519 48,545,889 Total liabilities and shareholders¡ equity $ 89,365,131 84,267,323AIR BUSAN CO., LTD. Statements of Income For the years ended December 31, 2013 and 2012 (In US dollar)
Sales 2013 2012 Passenger transport revenues $ 254,053,008 197,428,664 Freight transport revenues 1,481,452 1,408,659 Other revenue 10,429,135 8,846,377 Total sales 265,963,594 207,683,699 Cost of sales 243,851,046 189,743,621 Gross profit 22,112,548 17,940,079 Selling, general and administrative expenses 17,281,060 14,265,545 Operating income 4,831,488 3,674,534 Non-operating revenues Interest revenues 2,144,876 2,356,552 Gain on foreign currency transactions 1,073,037 957,659 Gain on foreign exchange translation 736,402 553,503 Gain on disposal of Property, plant and equipment 4,028 7,995 Other gains 191,433 208,170 Non-operating expenses Loss on foreign currency transactions 1,118,138 1,135,518 Loss on foreign exchange translation 1,680,603 1,188,773 Donations 320,940 281,647 Loss on obsolescence of Property, plant and equipment 16,162 61,700 Other losses 63,331 208 Income before income taxes 5,782,090 5,090,566 Income taxes 1,382,658 904,971 Net income $ 4,399,432 4,185,595Application of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 Exhibit BX-6 Signed OST Form 4523Application of Air Busan Co., Ltd. for an Exemption and a Permit

\\DC - 043304/000001 - 6258876 v1 Exhibit BX-7 Verification\\DC - 043304/000001 - 6258876 v1 CERTIFICATE OF SERVICE I certify that a copy of the foregoing Application of Air Busan Co., Ltd. for an Exemption and a Foreign Air Carrier Permit has been served this 19th day of December, 2014, upon the following addressees:
robert.wirick@aa.com; howard.kass@aa.com sascha.vanderbellen@delta.com; chris.walker@delta.com jhill@cooley.com; perkmann@cooley.com dan.weiss@united.com; steve.morrissey@united.com gbleopard@fedex.com matwood@cozen.com kevin.montgomery@polaraircargo.com agoerlich@ggh-airlaw.com anita.mosner@hklaw.com; jennifer.nowak@hklaw.com robert.finamore@dot.gov John.S.Duncan@faa.gov William.J.McGowan-Jr@faa.gov; Rick.Mayfield@faa.gov; Daniel.W.Abdon@faa.gov englets@state.gov thomas.keene@tsa.dhs.gov chuck.ada@guamairport.net

Jonathan Echmalian