CORRECTED COPY Order 2010

- 11

- 19
Served: November 17 , 2010

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

Issued by the Department of Transportation

on the 17 th day of November, 2010

Joint Application of

ASTAR AIR CARGO, INC. and ASTAR USA, LLC

for a pendent e lite exemption and for approval of a transfer of certificate authority under 49 U.S.C. 41105 Docket DOT

- OST

- 2010

- 0223

ORDER

Summary

By this order, we (1) find ASTAR USA, LLC (“AUSA”), fit willing, and able to conduct

interstate scheduled all

- cargo operations ; ( 2 ) issue to AUSA a certificate of public convenience and necessity to provide interstate scheduled air transportation of property and mail, subject to

con ditions ; ( 3 ) grant AUSA exemption authority to provide foreign scheduled air transportation of property and mail between Cincinnati, Ohio, and Mexico City, Mexico ; and ( 4 ) defer action on the application of ASTAR Air Cargo, Inc. (“ASTAR”)

, to transfer its interstate and foreign

certificates and other operating authorities to AUSA

.

Background

On September 3, 2010, ASTAR and AUSA (hereinafter referred to as the “Joint Applicants”) filed an application in Docket DOT

- OST

- DOT

- 2010

- 0223 to transfer ASTAR‟s ce rtificates of public convenience and necessity and related operating authorities to AUSA. In that application, the Joint Applicants state that ASTAR intends to merge into AUSA, with AUSA remaining as the surviving entity

.

Subsequently, o n October 15, 201 0, the Joint Applicant s filed in the docket a request for a pendent e lite exemption pursuant to 49 U

. S

. C

. § 41105 to the extent necessary to permit AUSA to close its merger transaction with ASTAR and to conduct the operations currently performed by ASTAR i n domestic and foreign air transportation while its route transfer application remains pending with the Department

. 1

1 The Joint Applicants supplemented their pendente lite exemption request on November 1, 3, and 9,

2010.2

Interested parties were given 21 days to file answers in response to transfer application and the pendent e lite exemption request. No an swers were received.

FITNESS

In making fitness findings, the Department uses a three

- part test that reconciles the Airline Deregulation Act's liberal entry policy with Congress' concern for operational safety and consumer protection. The three areas of inquiry that must be addressed in order to determine a company's fitness are whether the applicant (1) will have the managerial skills and technical ability to conduct the proposed operations, (2) will have access to resources sufficient to commence operations without posing an undue ri sk to consumers or their funds, and (3) will comply with 49 U.S.C. § 41102 and regulations imposed by Federal and State agencies. We must also find that the applicant is a U.S. citizen.

The Company

A limited liability company organized on November 23, 2 009, under the laws of the State of Delaware, AUSA is a wholly

- owned subsidiary of New ASTAR Holdings, LLC (“New Holdings”), a company formed by Messrs. Richard Blum, John Dasburg, and Michael Klein, the majority shareholders of ASTAR. Messrs. Blum, Dasbu rg, and Klein, each of whom is a U.S. citizen, created AUSA to facilitate an ownership change for ASTAR. Currently, ASTAR is a wholly

- owned subsidiary of ASTAR Air Cargo Holdings, LLC (“ASTAR Holdings”), and Messrs. Blum, Dasburg, and Klein own 5 1 percent of the economic interest and 75.01 percent of the voting interest in ASTAR Holdings. DHL Express (USA), Inc. (“DHL Express”), an Ohio corporation, holds 49 percent of the economic interest in ASTAR Holdings and 24.99 percent of the voting interest. The Joint Applicants state that upon closing their proposed transaction, ASTAR‟s operations will be merged into AUSA, and DHL Express will not hold an equity

interest in AUSA.

Managerial Competence

Messrs . Richard Blum, John Dasburg, and Michael Klein, all U.S. citizens, ser ve as AUSA‟s managing members. Also, the following individuals, all U.S. citizens, currently work for ASTAR but will serve as AUSA‟s key management and technical personnel following the

merger :

Mr. John Dasburg

– Chairman and Chief Exe cutive Officer ( “ CEO ” ) Mr. Steve Doyle

– President, General Counsel, and Secretary Mr. Gary Hammes

– S enior Vice President and Chief Operating Officer Mr. Stephen Dodd

– Vice President and Chief Financial Officer

Mr. Rob Miller

– Vice President, Employee Relations Mr. Peter Blessing

– Director of Operations Mr. James Kennedy

– Director of Aircraft Maintenance Mr. Kenneth Young

– Director of Safety Mr. Arthur Kegel

– Chief Pilot

Mr. Nils Johnson

– Chief Inspector3

Mr. Richard Blum is the Chairman of Blum Capital Partners, L.P., which he founded in 1975.

He is also Co

- Founder of Newbridge Capital, LLC, which is now part of TPG Capital.

Mr. Blum has ser ved on the boards of several prominent companies, including Northwest Airlines Corporation, Playtex Produ cts, Glenborough Realty Trust, and URS Corporation. He

also serves as Co

- Chairman of the World Conference on Religion and Peace

, and is Founder and Chairman of the American Himalayan Foundation

. Mr. Blum is also a board member of the

World Wildlife Fund a nd the Wilderness Society. He holds a Bachelor of Arts degree and a Master of Business Administration degree, both from the University of California, Berkeley.

Mr. John Dasburg currently serves as the Chairman, CEO, and co

- owner of ASTAR.

Mr. Dasburg has more than 30 years of experience in executive leadership. Prior to coming to ASTAR, he was the Chairman, President, and CEO of Burger King Corporation, and bef ore that

, he served for 10 years as President and CEO of Northwest Airlines Corporation. Mr. Dasburg also served as Executive Vice President and Chief Financial Officer of Marriott Corp., as well as President of Marriott‟s Lodging Group. Mr. Dasburg hold s a Bachelor of Science degree in

E ngineering, a Master‟s degree in Business Administration, and a L aw degree, all from the University of Florida.

Mr. Michael Klein is the Chairman and CEO of The Sunlight Foundation, which he co

- founded

in 2005. He also serves on several other boards as either Chairman or Vice Chairman , including the Shakespeare Theatre Company, CoStar Group, Inc., and Tutor Perini Corporation. From 1974 to 2005, Mr. Klein was a partner in the law firm Wilmer, Cutler & Pickering in

Washin gton, DC.

Mr. Steve Doyle is the President , General Counsel, and Secretary of ASTAR. Before j oining ASTAR in August 2008, Mr. Doyle practiced corporate law for 31 years at Wilmer, Cutler & Pickering and Hale and Dorr in Washington, DC. Mr. Doyle‟s legal experience included

extensive aviation

- related matters. He advised both Lufthansa and United Airlines on major transactions. He also served as principal legal architect for the Star Alliance of major

i nternational passenger airlines. Mr. Doyle also represented ASTAR‟s current non

- DHL Express owners when they purchased the company in 2003. Mr. Doyle graduated from Harvard University and the University of Texas Law School.

Mr. Gary Hammes is ASTAR‟s Se nior Vice President and Chief Operating Officer. He has been with the company since 2002, and previously served as Senior Direct or of A ircraft M aintenance

and E ngineering. Prior to joining ASTAR, Mr. Hammes served as the Director of Component

Maintenance for Northwest Airlines, 737 Fleet Operations Manager for United Airlines, and Director of Maintenance for Evergreen International Aviation.

Mr. Stephen Dodd serves as Vice President and Chief Financial Officer for ASTAR. Over the past 7 years, Mr. Dodd has held several positions with the company, most recently as Vice President, Treasurer, and Chief Information Officer. Prior to joining ASTAR, Mr. Dodd was the regional project and business development manager for a management and IT consulting firm.

Mr . Dodd holds a Bachelor of Science degree from the University of Pennsylvania and Master of Business Administration degree from the University of Florida.

Mr. Rob Miller serves as Vice President, Employee Relations, for ASTAR. He has been with the

compan y since 2003

, and has held various positions within the finance and employee relations organizations. Prior to joining ASTAR, Mr. Miller worked as an engineer for Kinetics in the4

pharmaceutical and biotech industries. He received his Bachelor of Science degree from Clemson University and his Master of Business Administration degree from the University of

Florida.

Mr. Peter Blessing serves as Vice President of Flight Operations, which includes Safety and Security for ASTAR. He has been with the company s ince 1990 and has held various positions

to include Managing Director of Flight Operations, Manager of Flight Crew Training, and DC

- 8 Training Supervisor. Mr. Blessing has more than 40 years of aviation experience, including pilot experience with Eastern Airlines and active duty military service with the U.S. Navy. Mr. Blessing received a Bachelor of Science degree from the University of Scranton.

Mr. James Kennedy, an Airframe and Powerplant M echanic, has been with ASTAR since 2000 and currently serves as the air carrier‟s Director of Aircraft Maintenance. Before coming to ASTAR, Mr. Kennedy worked for Air Transport International for 7 years holding various positions, including Manager of Maintenance Control and Manager of Line Maintenance.

Before tha t, he held aircraft mechanic positions with Zantop International Airlines and Eastern

Airlines.

Mr. Kenneth Young is the Director of Safety at ASTAR. Mr. Young joined the company in

1999

, initially working as a pilot. Prior to joining ASTAR, h e worked for Comair Jet Express and Miami Valley Aviation where he was a flight and ground training instructor. Before pursuing a career in aviation, Mr. Young was a State Highway Patrolman for the State of Ohio.

Mr. Arthur Kegel, an Airline Transport Pil ot, serves as Chief Pilot for ASTAR. Before joining the air carrier in 2001, Mr. Kegel had been working as a pilot for DHL Airways since 1987.

Mr. Nils Johnson joined ASTAR in 2003. He currently serves as the company‟s Senior Manager, Quality Control/Qu ality Assurance and Chief Inspector. Before coming to ASTAR, Mr. Johnson spent 8 years at Miami International, United Airlines, and Northwest Airlines in various management roles within the quality, engineering

, and maintenance organizations.

Consideri ng that AUSA‟s management team will be the same management team that has operated ASTAR, and in view of the experience and background of individuals listed above, we conclude that AUSA‟s team of key management and technical personnel possess the managerial skills and technical ability to conduct the proposed service.

Operating Plans and Financial Condition

For nearly a decade, ASTAR‟s principal line of business has been to provide air freight transportation services for DHL Express pursuant to an aircraft, crew, maintenance, and insurance service agreement (“ACMI Agreement”) under a cost

- plus fee structure. Upon closing of the merger, AUSA will provide air carrier services for DHL Express or one of its affiliates in lieu of ASTAR pursuant to a new fee

- for

- service air transportation services agreement (“ATS Agreement”). 2

2 On September 3, 2010, the Joint Applicants filed a Motion to withhold from public disclosure the ATS Agreement, which we will grant. See the CONFIDENTIAL TREATMENT section of this order.5

AUSA intends to continue flying the same routes and conducting the same level of operations for DHL Express that ASTAR currently operates using 8 DC

- 8 freighter aircraft that are currently operated by ASTAR. 3 AUSA also intends to continue operating charter flights pursuant to a service agreement with the U.S. Transportation Command, which is a part of the U.S. Department of Defense.

The Joint Applicants provided first

- year operating expense forecasts for AUSA , as well as

financial information for ASTAR , filed confidentially. 4 I n the transfer application, the Joint Applicants argue that the Department should not apply its standard financial fitness criteria in determining AU SA‟s fitness. 5 The Joint Applicants believe that this criteria is not relevant to AUSA considering that all operating expenses incurred by AUSA during its first year of operations will be covered in full by AUSA‟s contracts. 6 It has been the Department‟s practice, with respect to fitness based on fee

- for

- service agreements with major U.S. air carriers, not to apply its standard financial fitness criteria in determining the company‟s fitness. 7 We see no reason not to follow the same practice here.

In l ight of the foregoing, we conclude that AUSA has access to sufficient financial resources to enable it to commence its proposed operations without posing an undue risk to consumers or

their funds.

Compliance Disposition

AUSA states that there are no acti ons or outstanding judgments against it, its owners, or its key personnel, nor have there been any charges of unfair, deceptive or anti

- competitive business practices, or of fraud, felony or antitrust violations brought against any of these parties. AUSA also states that there are no pending investigations, enforcement actions, or formal complaints

filed by the Department against it, its key personnel, or persons having a substantial interest in it with respect to compliance with the Transportation Code or the Department‟s regulations.
Further, a review of our records and other information available to us has uncovered no information which would reflect negatively on AUSA, its owners, or its key personnel.

Under these circumstances, we find that AUSA h as the proper regard for the laws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards and that acceptable consumer relations practices will be followed.

3 AUSA will operate 8 DC

- 8 aircraft in its initial year of service, 5 of which will be owned by AUSA with the remaining to be leased by AUSA from DHL Express or one of its affiliates.

4 See the CONFIDENTIAL TREATMENT section of this Order

. 5 In evaluating an applicant's financial fitness, the Department generally a sks that the company have available to it sufficient resources to cover all pre

- operating costs plus a working capital reserve equal to the operating costs that would be incurred in three months of “normal” certificated operations. Also, in calculating av ailable resources, projected revenues generally may not be used.

6 The Joint Applicants note that in addition to its proposed fee

- for

- service agreements with DHL Express, it will provide service pursuant to two other service agreements with the U.S. Trans portation Command for services that will be operated by subcontractors. AUSA bears none of the operating costs

associated with these contracts.

7 See , for example, Order 2000

- 1

- 25, Atlantic Coast Jet, Inc ., and Order 2000

- 11

- 22, Potomac Air, Inc

.6

CITIZENSHIP

Section 41102 of the Transportation Code requires that certificates to engage in air transportation be held only by citizens of the United States as defined in 49 U.S.C. 40102(a)(15). That section requires that the president and two

- thirds of the Board of Directors and ot her managing officers

be U.S. citizens

, that at least 75 per cent of the outstanding voting interest be owned by U.S.

citizens

, and that the applicant must be under the actual control of U.S. citizens.

As mentioned previously, AUSA is a wholly

- owned subsid iary of New Holdings , a company created and owned by Messrs. Blum, Dasburg, and Klein, all U.S. citizens. Messrs. Blum, Dasburg, and Klein, hold an economic interest in New Holdings of 29.8 percent, 32.9 percent, and 27.4 percent, respectively, totaling a pproximately 90.1 percent. The remaining 9.9 percent is held by 12 other members , all U.S. citizens

.

Further, the company‟s president, managing members , and other key personnel are all U.S. citizens and the company has provided an affidavit attesting that it is a citizen of the United States within the meaning of the Transportation Code and that it is actually controlled by U.S. citizens. Finally, we have found nothing in the record to suggest that control of AUSA rests with

non

- U.S. citizens.

CO NFIDENTIAL TREATMENT

On September 3, 2010, 8 the Joint Applicants filed a Motion requesting that the following

transaction

- related material be afforded confidential treatment under 14 CFR § 302.12 (“Rule 12”): (1) Agreement and Plan of Merger; (2) Certifi cate of Merger to be filed with the Secretary of the State of the State of Delaware; (3) Asset Transfer and Legacy Cost Agreement; (4) Redemption and Unit Purchase Agreement; (5) Contribution Agreement; (6) Air Transportation Services Agreement; (7) Guaran ty; and (8) Teaming Agreement. Additionally, the Joint Applicants request that AUSA‟s first

- year financial projections and ASTAR‟s current

and historical financial statements be afforded confidential treatment.

In support of the request for confidential treatment, the Joint Applicants state that the documents

to be withh e ld from public disclosure are (1) commercial or financial; (2) obtained from a person outside the government; and (3) privileged or confidential. T he Joint Applicants maintain that

the r elease of such information would cause material competitive harm , arguing that these

documents contain sensitive financial and business information of a type not usually disclosed to the public. Additionally, the Joint Applicants contend that release of such information would competitively harm AUSA in its ability to compete for business with DHL Express. Further, the Joint Applicants add that the documents to be withheld from public disclosure are the kinds of information that are typi cally afforded confidential treatment in commercial contexts.

8 On September 8, 2010, the Joint Applicants filed a correction to the September 3, 2010, Motion. The Joint Applicants noted that in filing the documents referenced in the Motion, they had inadvertently

omitted some material.7

Rule 12 instructs us to evaluate requests for confidential treatment in accordance with the standards of disclosure found in the Freedom of Information Act (5 U.S.C. § 552). By this

standard , information may be withheld from disclosure if it is “(1) commercial or
financial, (2) obtained from a person outside the government, and (3) privileged or

confidential.” 9

The information sought to be withheld from disclosure clearly meets the first t wo requirements. The only question, therefore, is whether the information is privileged or confidential

-- whether “disclosure of the information is likely to have either of the following effects: (1) to impair the government‟s ability to obtain necessary i nformation in the future; or (2) to cause substantial harm to the competitive position of the person from whom the information was obtained.” 10
Furthermore, to be privileged or confidential, the information must not be of the type that is usually released to the public. 11

We have decided to grant in its entirety the Joint Applicants ‟ M otion to withhold the materials described above from public disclosure. The Department has granted confidential treatment to

similar transaction agreements in the past and we see no reason not to do so here. Regarding the financial information provided, w hile it is generally not the Department‟s practice to grant confidential treatment to such information, we agree with the Joint Applicants that the nature of

the informati on reflected in the financial statements could well provide commercially sensitive information to competitors of AUSA that would otherwise not be publicly available. Further, release of the applicant‟s first

- year expense forecast could harm its ability to compete by providing competitors with information on the cost structure upon which its agreement with DHL Express is based.

DECISION

To provide the Joint Applicant‟s with the desired relief, it is necessary to find AUSA fit, willing, and able to provide air transportation and to issue to it the appropriate economic authority. Based on the above, we conclude that AUSA is a U.S. citizen and is fit, willing, and able to provide the interstate scheduled all

- cargo operations air transportation proposed, subject to

certain conditions. W e find it appropriate to issue a Final Order in this matter ; the application is unopposed and there are no material issues of fact that warrant further procedures for their

resolution.

In providing the relief desired by the Joint Applicants, we will issue to AUSA an interstate

scheduled all

- cargo certificate and an exemption to provide foreign scheduled air transportation

.

9 Gulf & Western Industries, Inc. v. U.S ., 615 F.2d 527, 529 (D.C. Cir. 1979).

10 National Parks and Conservation Association v. Morton , 498 F.2d 765, 770 (D.C. Cir. 1974).

11 Gulf & Western Industries, Inc. , 615 F.2d at 530.8

EXEMPTION REQUEST AND DEFERRAL OF ACTION

As mentioned previously, o n October 15, 2010, the Joint Applicants filed a request for an immediate pendent e lite exemption to permit the Joint Applicants to close their proposed merger. In that filing, the Joint Applicants request authority to permit AUSA to conduct scheduled

all

- cargo service between Cincinnati, Ohio, and Mexico City, Mexico, and charter all

- cargo service b etween Cincinnati, Ohio, and Belgium, Canada, and the United Kingdom, as well as certain points in Mexico, 12 pending Department action on the Joint Applicants ‟ September 3, 2010, transfer application. In the request, the Joint Applicants state that ASTAR i s currently designated to provide scheduled service between Cincinnati and Mexico City pursuant to the

U.S.

- Mexico Air Transport Agreement, as amended, and request that the United States designate AUSA in ASTAR‟s place which will not affect the number of U .S. air carriers designated to

Mexico on this route.

Having found AUSA fit to conduct interstate scheduled all

- cargo air transportation, as discussed above, we also find that AUSA is qualified to provide the proposed foreign scheduled all

- cargo air transp ortation under the authority of an exemption. Thus, we will issue the company the immediate exemption authority it seeks to conduct all

– cargo foreign schedule d service as

describe d above. 13

With respect to AUSA‟s proposed foreign charter operations, the Departments notes that a U.S.

certificated air carrier authorized to conduct interstate schedule d air transportation is also authorized to conduct charter flights in interstate and/or foreign air transportation in accordance with the provisions of 14 CFR Part 212

. Because no additional authority is needed for AUSA to
conduct is proposed foreign charter flights , we will dismiss that portion of the exemption request

as moot

.

Under these circumstances, we find that AUSA is qualified for and that it is in the public interest

to issue the requested exemption. We are deferring action on the Joint Applicants ‟ certificate transfer request, and we will address the matter in a separate order.

CERTIFICATE CONDITIONS & LIMITATIONS

While we are making AUSA‟s interstate certificate and U.S.

- Mexico exemption authority effective immediately, AUSA‟s ability to conduct its proposed all

- cargo operations under these authorities remains subject to our receipt , among other thing s, of evidence that AUSA has been certificated by the F ederal A viation A dministration to engage in the subject operations and a fully executed OST Form 6410 evidencing liability insurance coverage that meets the requirements of section 205.5(b) of our rule s.

We also remind AUSA of the requirements of 49 U.S.C. § 41110(e). Specifically, that section requires that once an air carrier is found fit initially, it must remain fit in order to hold its authority. To be assured that U.S. certificated air carriers continue to be fit after effective

12 The Joint Applicants state that AUSA intends to pro vide “ ad hoc non

- scheduled „recovery‟ flights” for DHL Express between Cincinnati, Ohio, and Monterrey and Guadalajara, Mexico.

13 We note that prior to the commencement of Cincinnati

- Mexico City service by AUSA, the Joint Applicants must advise the Depart ment of a date certain for ASTAR to relinquish the designation it holds to provide service in that market and for AUSA to be so designated.9

authority has been issued to them, we require that they supply information describing any subsequent substantial changes they may undergo in areas affecting fitness.

Further, should AUSA propose other substantial chan ges affecting its fitness ( i.e.

, ownership, management, or operations), it must first comply with the requirements of section 204.5 of our

rules. 14 The compliance of the company with this requirement is essential if we are to carry out our responsibilities under the section 41110(e). 15

Finally, to aid the Department in monitoring the fitness of new air carriers, we ask that all newly certificated air carriers submit a detailed progress report within 45 days following the end of the first year of certificated operations, to the Air Carrier Fitness Division. The report should include a description of the air carrier‟s current operations (number and type of aircraft, principal
markets served, total number of full

- time and part

- time employees), a sum mary of how these operations have changed during the year, a discussion of any changes it anticipates from its current operations during its second year, current financial statements, 16 and a listing of current senior management and key technical personnel. The air carrier should also be prepared to meet with staff members of the Fitness Division to discuss its current and future operations.

ACCORDINGLY,

1. We find that ASTAR USA, LLC

, is fit, willing, and able to engage in interstate scheduled

air tran sportation of property and mail, subject to conditions.

2. We issue a certificate of public convenience and necessity to ASTAR USA, LLC

, to engage in interstate scheduled air transportation of property and mail in the form attached and subject to the Te rms, Conditions, and Limitations attached.

3. We find ASTAR USA, LLC

, qualified and grant it exemption authority under 49 U.S.C. § 40109 to provide foreign scheduled air transportation of property and mail between Cincinnati,

Ohio

, and Mexico City, Mexic o

. 17

, 18

14 The air carrier may contact our Air Carrier Fitness Division to report proposed substantial changes in its operat ions, ownership, or management, and to determine what additional information, if any, will be required under section 204.5. If the air carrier fails to file this updated information or if the information

fails to demonstrate that the air carrier will cont inue to be fit upon implementation of the substantial change, the Department may take such action as is appropriate, including enforcement action or steps to modify, suspend, or revoke the air carrier's certificate authority.

15 We also remind AUSA about th e requirements of section 204.7 of our rules. This section provides, among other things, that (1) if the company ceases all operations for which it was found fit, it may not resume such operations unless its fitness has been redetermined, and (2) if the c ompany does not resume operations within one year of its cessation, its authority shall be revoked for dormancy.

16 These financial statements should include a balance sheet as of the end of the company‟s first full year of actual certificated operations a nd a twelve

- month income statement ending that same date.

17 The authority granted is consistent with the aviation agreement between the United States and Mexico. On the basis of data officially noticeable under Rule 24(g) of the Department‟s regulations (14 CFR §302.24(g)), we find the applicant qualified to provide the services authorized. We further find that (1) our action is consistent with Department policy; (2) grant of the application is consistent with the public interest; and (3) grant of the a uthority does not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975.

18 Under the U.S.

- Mexico aviation agreement, up to a total of five U.S. carriers may be designated to provide all

- cargo service at Mexico City an d five U.S. carriers are already designated, or approved for10

4. The U.S.

- Mexico exemption authority granted will be effective immediately , for a period of two years from the issue date of this order, or u ntil the effectiveness of a certificate for such

service , whichever occurs earlier.

5. The U.S.

- Mexico exemption authority granted is subject to the conditions attached in

Attachment A to this order and to the dormancy notice requirements set forth in condition 7 of Appendix A of Order 88

- 10

- 2.

6. We may amend, modify, or revoke the U.S.

- Mexico exemption a uthority granted at any time without hearing at our discretion

.

7. We dismiss as moot the request of ASTAR USA, LLC , for exemption authority to conduct foreign charter air transportation of property and mail.

8. We grant the September 3, 2010

, M otion , as amended, for confidential treatment filed by

ASTAR Air Cargo , Inc., and ASTAR USA, LLC.

9

. We direct ASTAR USA, LLC

, to submit to the Air Carrier Fitness Division a first year progress report within 45 days following the end of its first year of certificated operations. 19

10

. We will serve a copy of this order on the persons listed in Attachment B to this order.

By:

SUSAN L. KURLAND Assistant Secretary

for Aviation and International Affairs

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

designation, for such service with ASTAR holding one of these designations. Given the circumstances presented here, we will notify the Government of Mexico of the impending designation of AUSA t o serve the Cincinnati

- Mexico City market, but will not formally designate AUSA in this market until such time as AUSA provides us with a date certain for the commencement of its operations. Accordingly, upon notification of AUSA of a date certain, we wil l withdraw the designation of ASTAR effective upon the departure of its last scheduled Cincinnati

- Mexico City flight and designate AUSA for Cincinnati

- Mexico City services effective at that time.

19 The report shall include a description of the air carrier‟s current operations (number and type of aircraft, principal markets served, total number of full

- time and part

- time employees), a summary of how these operations have changed during the year, a discussion of any changes it anticipates from its cur rent operations during its second year, current financial statements, and a listing of current senior management and key technical personnel.

# Certificate of Public Convenience and Necessity for Interstate Air Transportation

This Certifies That



## ASTAR USA, LLC

is authorized, subject to the provisions of Subtitle VII of Title 49 of the United States Code, the orders, rules, and regulations issued thereunder,

and the attached Terms, Conditions, and Limitations, to engage in interstate air transportation of property and mail.

This Certificate is not transferable without the approval of the Department of Transportation.

By Direction of the Secretary

Issued by Order 2010

- 11

- 19 Susan L

. K urland

On November 17, 2010 Assistant Secretary Effective on November 17, 2010 for Aviation and International Affairs

### Terms, Conditions, and Limitations

ASTAR USA, LLC

is authorized to engage in interstate air transportation of persons, property, and mail between any point in any State, territory, or possession of the United State s or the District of Columbia, and any other point in any of those entities.

This authority is subject to the following provisions:

(1) The holder shall at all times conduct its operations in accordance with the regulations prescribed by the Department o f Transportation for the services authorized by this certificate, and with such other reasonable terms, conditions, and limitations as the Department of Transportation may prescribe in the public interest.

(2) The holder's authority under this certificate is effective only to the extent that such operations are also authorized by the Federal Aviation Administration (FAA), and comply with all U.S. Government requirements concerning security , including, but not limited to 49 CFR Part

1544

.  

(3) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 40102(a)(15).

(4) The holder shall maintain in effect liability insurance coverage as required under 14 CFR Part 205. Failure to maintain such insurance coverage will ren der a certificate ineffective, and this or other failure to comply with the provisions of Subtitle VII of Title 49 of the United States Code or the Department's regulations shall be sufficient grounds to revoke this certificate.

(5) The holder is authoriz ed to conduct charter flights in interstate and/or foreign air transportation in accordance with the provisions of 14 CFR 212

.

(6) The holder may reduce or terminate service at any point or between any two points, subject to compliance with the provisio ns of 49 U.S.C. 41734 and all orders and regulations issued by the Department of Transportation under that section.

(7) The holder may not provide scheduled passenger air transportation to or from Dallas (Love Field), Texas, except within the limits set f orth in section 29 of the International Air Transportation Compet ition Act of 1979, as amended or as modified by any future legislation addressing access restrictions to or from Love Field.

  To assure compliance with all applicable U.S. Government requirements concerning sec urity, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administr ation has determined that security is adequate to allow such airport(s)

to be served.2

(8) Should the holder propose any substantial change in its owner ship, management, or operations (as defined in 14 CFR 204.2(l)), it must first comply with the requirements of 14 CFR

204.5.

(9) In the event that the holder commences but subsequently ce ases all operations for which

it was found “fit, willing and able,” its authority under this certificate shall be suspended under the terms of 14 CFR 204.7 and the holder may neither recommence nor advertise such operations unless its fitness to do so has been redetermined by the Department. Moreover, if the

holder does n ot resume operations within one year of its cessation, its authority shall be revoked for dormancy.Attachment A

U.S. Carrier Exemption Conditions

In the conduct of the operations authorized, the U.S. carrier applicant(s) sh all:

(1) Hold at all times effective operating authority from the government of each country served;

(2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized);

(3) Comply with the requirements for reporting data contained in 14 CFR 241;

(4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205;

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

(6) 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, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security

Administration has determined that securi ty is adequate to allow such airport(s) to be served; and

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

The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/08Attachment B

Service List for ASTAR USA, LLC

MR STEPHEN DOYLE
PRESIDENT
ASTAR AIR CARGO INC
ASTAR USA LLC
1200 BRICKELL AVENUE

MIAMI FL 33131 MR ELLIOTT SEIDEN
COUNSEL FOR ASTAR AIR CARGO INC
AND ASTAR USA LLC BOIES, SCHILLER & FLEXNER LLP
5301 WISCONSIN AVENUE NW
WASHINGTON DC 20015 MR PETER LYNCH AGC

- 300
ASST CHIEF COUNSEL FOR
ENFORCEMENT
FEDERAL AVIATION ADMINISTRATION
800 INDEPENDENCE AVE SW
WASHINGTON DC 20591

MR WILLIAM J WEBER
CERTIFICATION SECTION MANAGER
FAA AFS

- 900
45005 AVIATION DRIVE SUITE 131
DULLES VA 20166 MS ANNE SUISSA RTS

- 42
OFFICE OF AIRLINE INFORMATION
DOT/RITA/BTS E

- 34
1200 NEW JERSEY AVE SE
WASHINGTON DC 20590 MR BERNARD STANKUS RTS

- 42
OFFICE OF AIRLINE INFORMATION
DOT/RITA/BTS E

- 34

1200 NEW JERSEY AVE SE
WASHINGTON DC 20590

MR. BRIAN BAZEMORE
FEDERAL AVIATION ADMINISTRATION
4358 FERGUSON DRIVE
CINCINNATI OH 45245