BEFORE THE
DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Application of ) ) ACT HAVAYOLLARI A.Ş. ) d/b/a ACT AIRLINES ) DOCKET OST-2012- 0049 ) for a Foreign Air Carrier Permit pursuant ) to 49 U.S.C. § 41301 and exemption ) authority pursuant to 49 U.S.C. § 40109 ) (Turkey-U.S. charter, all-cargo service) ) __________________________________________)

AMENDMENT NO. 1 OF
ACT AIRLINES TO APPLICATION

Communications with respect to this document should be sent to:

John R. Mietus, Jr. Law Office of John Mietus, LLC 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817- 7500 (202) 747-5212 (240) 396-5362 fax john@mietuslaw.com

Counsel for ACT HAVAYOLLARI A.Ş.
d/b/a ACT AIRLINES

March 7, 2013BEFORE THE
DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Application of ) ) ACT HAVAYOLLARI A.Ş. ) d/b/a ACT AIRLINES ) DOCKET OST-2012- 0049 ) March 7, 2013 for a Foreign Air Carrier Permit pursuant ) to 49 U.S.C. § 41301 and exemption ) authority pursuant to 49 U.S.C. § 40109 ) (Turkey-U.S. charter, all-cargo service) ) __________________________________________)

AMENDMENT NO. 1 OF
ACT AIRLINES TO APPLICATION

By application dated April 3, 2012, ACT Havayollari A.Ş. d/b/a ACT

Airlines requested that the Department issue a foreign air carrier permit to

enable ACT Airlines, consistent with the open skies, U.S.-Turkey Air

Transport Agreement, to operate charter foreign air transportation of

property and mail between a point or points in Turkey, via intermediate

points, and points in the United States and beyond, and other charters in

accordance with 14 C.F.R. Part 212. ACT Airlines also requested: (1)

exemption authority, to the extent necessary and for an initial period of two

years or until the requested permit is issued, to enable it to hold out and

provide the service described above; and (2) such additional or other relief as

the Department may deem necessary or appropriate.

ACT Airlines respectfully amends its application to update the- 2 - ACT Airlines
Amendment

Department on changes in its management structure. Under this structure,

ACT Airlines remains substantially owned and effectively controlled by

Turkish citizens. A recent communication from the Turkish Director General

of Civil Aviation on this subject is attached as Exhibit 3.

1. As noted in the original application, ACT is a Turkish-flag carrier

headquartered in İstanbul, Turkey. 1 Father and son Yavuz and Dağlar

Çizmeci, both Turkish citizens (Dağlar is a dual U.S./Turkish citizen),

continue to own and control 51% of the holding company which owns ACT

Airlines. Four of the seven members of the ACT Airlines Board of Directors

are Turkish citizens; U.S. citizen Bharat Bhise and two appointees of a

minority investor also sit on the Board.

2. Since the original application, the ACT Board has eliminated the

position of president; CEO Yavuz Çizmeci remains as the ranking executive.

In August 2012 ACT also appointed a new General Manager, Orhan

Sivrikaya. Mr. Sivrikaya, a Turkish citizen and a 20 -year veteran of Turkish

Airlines, is also the Accountable Manager for purposes of Turkish aviation

law. Brief narratives of Messrs. Çizmeci and Sivrikaya, attached as Exhibit

4, explain their roles in controlling the airline. A total of 10 executives report

to Mr. Sivrikaya, and information concerning all current ACT Airlines

1 ACT recently moved its headquarters to: İ stanbul Kurtkoy Premium Residence
Yenisehir Mh. Millet Cd. Sumbul Sk. No: 8, Kat 7, 34912 Kurtkoy / Pendik - İ stanbul / TURKEYACT Airlines
Amendment
Exhibit 5

Current Managers of ACT Airlines

This exhibit updates section (d) of Exhibit 1 to the original application; individuals not previously identified are shown with an asterisk. All may be reached through the headquarters of ACT Airlines at the address listed above, and none are related by blood or marriage except Yavuz and Dağlar Çizmeci. Except as noted below, each person listed is a Turkish citizen ( Dağlar Çizmeci holds dual U.S./Turkish citizenship).

Turkish Directors

Yavuz Çizmeci

– Chief Executive Officer, Deputy Board Chairman Mr. Çizmeci, who is also CEO of myTECHNIC Aircraft MRO Services (a sister company of ACT Airlines) has been involved in aviation and tourism since he founded Turkey's Sultan Air more than 20 years ago. With his son Dağlar, he led the acquisition of ACT Airlines in 2006 after seven years as the General Manager and Vice Chairman of MNG Cargo, where he also led the development of a third-party MRO capability. He holds an electrical engineering degree from Boğaziçi (Bosphorus) University.

Dağlar Çizmeci - Board Member Mr. Çizmeci, the son of Yavuz Çizmeci, worked with his father to initiate and lead the 2006 acquisition of ACT Airlines and creation of myTECHNIC with international funding, a first in Turkish aviation. Today he participates in private equity transactions as an investor and strategic advisor and is the Head of Originations for Bravia Capital Partners, a multi-national investment firm. He began his business career in New York by founding a day-trading firm and as a partner in day-trading software company Tradescape.com. Mr. Çizmeci holds a B.S. in Economics from the Wharton School of Business and a Master of Engineering in Logistics from Massachusetts Institute of Technology, where he concentrated on commercial aircraft supply chains.

Ahmet Özgür Gen - Board Member

M r. Gen, a board member of myTECHNIC and a Vice President of Bravia Capital, participated in myTECHNIC's formation and business development after several years at Analytical Environmental Services in Atlanta. He holds an M.S. in Industrial and Systems Engineering from Georgia Tech and a B.S. in Mechanical Engineering from Boğaziçi University.

Ömer Sungur - Board Member (exiting)
Mr. Sungur, who was Managing Director until August 2012, remains on the Board until the ACT Airlines General Assembly ratifies his replacement on- 2 - ACT Airlines

Amendment

Exhibit 5

the Board with the new Managing Director, Orhan Sivrikaya. He joined ACT Airlines in 2008 from the Flanders (Belgium) Investment & Trade agency, where as Deputy Commercial Attaché (2002-2008) he supported international trade links between Belgium and Turkey. He holds a degree in Classical Philology and Literature from İstanbul University and has studied

international relations there.

Non-Turkish Directors

Wang Shaoping

– Board Chairman Mr. Wang, a Chinese citizen, has been involved in the management of various HNA Group-related airlines and their predecessors since 1992, when he joined Hainan Airlines after 20 years as a maintenance engineer for Air China. He most recently was Executive Vice President of Xinhua Airlines and COO of Hong Kong Airlines and today serves as Chairman of myTECHNIC and two other HNA companies.

Bharat Bhise - Board Member

M r. Bhise, a U.S. citizen and CEO of Bravia Capital Partners, has several decades' experience in global aviation, particularly in aircraft development, leasing, conversion, and finance. He has built a number of successful companies in the aviation industry, including Bravia, Freighter Conversion Partners, and C-S Aviation Services, where he acquired and managed a portfolio of 90 commercial aircraft over six years with total value of $800 million. He is a former director of Hainan Airlines and HeavyLift Group (UK), and he holds an M.B.A. from New York University and a B.Comm. from Delhi University.

Zhang Youqiang

– Board Member Mr. Zhang, a Chinese citizen and trained airline dispatcher, has more than 15 years' airline experience at China Northwestern Airlines and in the service and logistics departments of HNA, where he is General Manager of Logistics Management. He holds a bachelor's degree in Air Traffic Control from the CAAC University in Tianjin and an MBA from the City University
of Seattle.- 3 - ACT Airlines

Amendment

Exhibit 5

DGCA- Recognized Ac countable Manager and “Postholders”

Orhan Sivrikaya - Managing Director/Accountable Manager* Future Board Member (see above) Mr. Sivrikaya joined ACT Airlines in August 2012 after a 20-year career in Turkey and Canada as a Turkish Airlines executive in such positions as Chief Commercial Officer and SVP Network Planning and Revenue Management. He holds B.S. and M.S. degrees in Industrial Engineering from Boğaziçi and
Marmara Universities and is a candidate for a doctorate in Business Administration from Okan University.

M

. Celal Karabaş - Flight Operations Manager Capt. Karabaş joined ACT Airlines in 2006 from MNG, where he was the deputy flight operations manager. He served in the Turkish Air Force for 22 years and from 1993 to 2006 had been a pilot and manager for MNG and

other Turkish airlines.

Öncer Yalçın Tatcı - Technical Manager*

Mr. Tatc ı joined ACT Airlines in 2006 from Turkish Aerospace Industries and has worked as an engineer since 1999. He holds B.S. and M.S. degrees in Aeronautical Engineering from İstanbul Technical University.

M

. Abdullah Çitçi - Quality Manager Mr. Çitçi joined ACT Airlines in 2008 after three years with as a specialist and auditor with the flight standards department of the Turkish SHGM (DGCA). He studied public finance at Afyon Kocatepe University.

Taner Gökbul

– Training Manager Capt. Gökbul is an experienced pilot who served 21 years in the Turkish Air Force and has flown in commercial aviation since 1995; he joined ACT from MNG in 2006. He graduated from the Turkish Air Force Academy.

Nihat Yilmaz - Safety Management System Manager* Capt. Yilmaz, previously a pilot with ACT, assumed his current position in 2012. After service in the Turkish Air Force, he spent 11 years as a pilot and manager with MNG and other Turkish airlines before joining ACT in 2006. He holds degrees in business administration from the Turkish Army War College and in law from Ankara University.

Erol Erten

– Security Manager Capt. Erten, previously a pilot with ACT, assumed his current position in 2007. He flew for MNG and other Turkish airlines for 11 years after a 23-- 4 - ACT Airlines

Amendment

Exhibit 5

year aviation career with the Turkish Air Force and Navy. He is a graduate of the Turkish Naval Academy in İ stanbul.

Nilgün Zeynep Körpe - Coordination & Ground Ops. Manager Ms. Körpe joined the airline in 2006 from MNG, where she was the deputy manager of operations coordination.

N. Selcuk Akbiyik

– Commercial Manager*

M r. Akbiyik joined ACT in 2006 from MNG Airlines, where he held a similar position. He holds a journalism degree from Marmara University.

Other Managers

Wang Ziwei - Chief Financial Officer Mr. Wang, a Chinese citizen, has been involved in the management of various HNA Group business activities since 1999. He holds a certificate from Hunan University's International Business College.

Dong Zhengli

– Vice President for Administration* Mr. Dong, a Chinese citizen, has also been involved in the management of various HNA Group business activities since 2002. He holds MBAs from the Harbin Institute of Technology and the City University of Seattle.

Notes: Two individuals identified in th e original application are not included in this updated list. Racih Tokaç, former Deputy CEO, has left the company. Fatih Bayram remains a consultant to ACT Airlines but does not hold a position with the company.