BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

AST AR AIR CARGO, INC. 

and 

AST AR USA, LLC 

for transfer of certificate authority 

under 49 USC §41105 

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Docket OST-2010- ()2.z3 

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JOINT APPLICATION OF ASTARAIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

Communications with respect to this document should be sent to: 

Stephen P. Doyle 

President 

AST AR Air Cargo, Inc. 

and 

ASTAR USA, LLC 

1200 Brickell Avenue 

Miami, FL 33131 

September 3, 2010 

Elliott M. Seiden 

Boies, Schiller & Flexner LLP 

5301 Wisconsin Avenue, NW 

Washington, DC 20015 

(202) 274-1166 

eseiden@bsfllp.com 

Counsel for ASTAR Air Cargo, Inc. 

and ASTAR USA, LLC 

Notice: Any person who wishes to support or oppose this Application must file an 

answer by September 24,2010 and serve a copy ofthat answer upon the persons named 

above and all persons served with this application. 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

AS TAR AIR CARGO, INC. 

and 

AST AR USA, LLC 

for transfer of certificate authority 

under 49 USC §411 05 

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Docket OST-2010-

JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

On November 23,2009 as an integral part of a corporate reorganization, ASTAR 

Air Cargo, Inc., a Nevada corporation, ("ASTAR") organized under Delaware law 

ASTAR USA, LLC ("AU SA") as a wholly owned subsidiary. Pursuant to a merger 

agreement between ASTAR and AUSA, ASTAR will merge with and into AUSA with 

AUSA as the surviving entity. Upon completion of the merger, AUSA will conduct the 

entirety of ASTAR's flight operations. ASTAR is implementing this corporate 

reorganization to position itself as a more attractive commercial vendor for DHL Express 

(USA), Inc., an Ohio corporation, ("DHL Express"), AST AR's largest and most 

important customer. 

Accordingly, pursuant to Section 41105, Title 49, United States Code (the 

"Code"), AST AR and A USA (the "Joint Applicants") submit this joint application for the 

transfer from ASTAR to AUSA of ASTAR's certificates of public convenience and 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

necessity identified in Exhibit A authorizing ASTAR to engage in interstate and foreign 

all cargo scheduled air transportation pursuant to 49 U.S.C. §411 02. The Joint 

Applicants respectfully request that this application receive expedited consideration in 

order that the all cargo transportation services currently conducted under ASTAR's 

economic authorities may be transferred to and continued by AUSA. 

In support of this application, the Joint Applicants state the following: 

I. Transfer of AST AR's Authorities Is Consistent with the Public Interest 

A. Background 

AST AR is a certificated all cargo air carrier holding interstate as well as foreign 

air transportation certificates of public convenience and necessity, all as more fully 

described in Exhibit A. AST AR is a wholly owned subsidiary of AST AR Air Cargo 

Holdings, LLC, a Delaware limited liability company ("Holdings"). Since its inception 

in 2003 under its current majority owners, ASTAR's principal line of business has been 

to provide, through a cost-plus aircraft, crew, maintenance and insurance service 

agreement ("ACMI Agreement"), air freight transportation services for DHL Express in 

domestic and foreign air transportation. ASTAR consistently has provided DHL Express 

with high quality, reliable services for the entirety of its relationship with DHL Express. 

In this regard, DHL Express made a minority investment in ASTAR in June 2007 and 

since that time, DHL Express has owned 49% of the economic interest in Holdings and 

24.9% of the voting interest in Holdings. DHL Express is entitled to nominate one 

member to Holdings' four-member Board of Directors. 

For several years, DHL's North American operation failed to achieve acceptable 

financial results. In May 2008, DHL Express and UPS jointly announced an agreement 

2 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

in principle whereby UPS would transport DHL Express's North American packages. 

This would have resulted in the termination ofDHL Express's commercial relationship 

with ASTAR. In November 2008, while the DHL Express/UPS deal was pending, DHL 

announced its decision to exit the North American domestic market. This decision was 

fully implemented in January 2009. Subsequently, DHL Express and UPS announced 

that they had terminated the May 2008 agreement in principle, resulting in DHL 

Express's continued utilization of ASTAR to transport its packages within the United 

States and between certain points in the United States and certain points outside the 

United States. 

As a result ofDHL's decision to exit the North American domestic market, 

ASTAR's level of operations dedicated to business with DHL Express has decreased 

significantly, from a total of 43 jet aircraft at the start of 2009 to 8 jet aircraft today. This 

decrease in ASTAR's DHL Express-dedicated level of operations has resulted in a 

commensurate decrease in employment at AST AR. AST AR employed 981 employees at 

the start of 2009; it currently employs 325 employees. Moreover, DHL Express has 

advised ASTAR (as well as ABX Air, DHL Express's other major United States based 

air carrier vendor), that DHL Express would prefer to shift its business to air carriers that 

utilize a fee-for-service business model. l 

To place ASTAR in a position to be competitive in seeking and retaining DHL 

Express's business on a going forward basis, ASTAR's non-DHL owners (Messrs. Blum, 

Dasburg, Klein and certain other individuals and trusts holding small stakes, hereinafter 

1 ATSG, ABX Air's parent, disclosed in Press Release dated March 31, 2010, that it had signed a new fee 

for service ACMI Agreement with DHL. See Press Release located at http://www.atsginc.com/pr2010-

03-31.html. 

3 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

"the BDK Group") decided to create AUSA, merge ASTAR into AUSA, and arrange for 

AUSA to provide air carrier services for DHL Express or one of its affiliates pursuant to 

a new fee-for-service Air Transportation Services Agreement with Holdings, once 

Holdings becomes a wholly owned subsidiary of DHL Express or one of its affiliates (the 

"ATS Agreement"). The Joint Applicants have submitted the new ATS Agreement 

separately in this Docket under a Motion for Confidential Treatment pursuant to Rule 

12.2 The BDK Group also concluded it would be preferable for them to resume 100 

percent ownership of the air carrier.3 To this end, the BDK Group created New ASTAR 

Holdings, LLC, a Delaware limited liability company that is wholly owned by the BDK 

Group, ("New Holdings"), to serve as a business organization holding 100% of the 

membership interest in AUSA. Upon completion of the merger of ASTAR with and into 

AUSA, DHL Express will transfer its entire indirect interest in AUSA to the BDK Group, 

so that upon completion of the reorganization, New Holdings, owned 100% by the BDK 

Group, will own 100% of the membership interests of AUSA, and DHL Express no 

longer will hold any ownership interest in AUSA. 4 

The reorganization of AUSA's business not only will enhance AUSA's 

commercial attractiveness to DHL Express and its affiliates; it also will enhance the long 

term job stability of the AST AR employees who will remain with AUSA, and could, if 

2 AST AR also has filed separately in this Docket under a Motion for Confidential Treatment pursuant to 

Rule 12 all transaction documents associated with the transactions described herein. 

3 Mr. Blum will hold his shares in New Holdings through the Richard C. Blum Revocable Trust. In 

addition, Mr. Klein will hold Membership Units in New Holdings as trustee for various trusts in which the 

beneficiaries are minor children. In the aggregate, these six trusts will hold 6.2% of New Holdings' 

Membership Units. See Exhibit E. 

4 As a further part of the reorganization, Holdings will become a wholly owned subsidiary ofDHL Express 

or one of its affiliates. Holdings, however, no longer would own shares in any entity that conducts air 

carrier operations. 

4 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

AUSA were able to expand its business relationship with DHL Express and its affiliates 

and other third parties, pennit AUSA to restore employment for some of the employees 

AST AR has had to terminate. 

Upon completion of the merger of ASTAR with and into AUSA, AUSA's 

operations will be identical to those currently maintained at AST AR. Of particular 

importance, AUSA will continue to operate under the supervision ofthe FAA's 

Cincinnati Flight Standards District Office ("FSDO"). Thus, AUSA will operate under 

the same: (1) manuals, (2) fleet, (3) senior management, (4) management personnel 

required for operations under 14 C.F.R. §119.65, (5) unions and union contracts, and (6) 

training protocols as AST AR currently does. 

The only significant difference between ASTAR's current operations and the 

operations to be conducted by AUSA is the new fee-for-service ATS Agreement with 

Holdings, which, as discussed previously, AUSA hopes and expects will put AUSA in a 

stronger position to expand its business relationship with DHL Express and its affiliates. 

The Joint Applicants would like to complete the transfer of operations from AST AR to 

AUSA as soon as possible, but by no later than October 15,2010, which we understand 

encompasses the period when DHL Express and its affiliates will be planning its 

operations for 2011. In past years, it has been during this planning process that DHL 

Express and ASTAR have consulted on DHL Express' level of operations requirements 

for the coming year, and when ASTAR would prepare detailed budget and planning 

materials to submit to DHL Express. For this year's planning cycle, AUSA would like 

the restructured relationship to be in place as a basis for planning. 

5 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

B. The FAA has agreed to expedite transfer of ASTAR's Operating 

Certificate from ASTAR to AUSA. 

ASTAR and AUSA have already commenced working closely with FAA officials 

at ASTAR's FSDO in Cincinnati, Ohio. AUSA's operations will be conducted initially 

with the same DC-8 aircraft currently in ASTAR's fleet, which AUSA will operate upon 

DOT and FAA approval. AUSA's operations will continue to be based at Cincinnati 

Airport supervised by the same FSDO personnel who have been supervising AST AR. 

Moreover, all five of the key FAA technical qualifying personnel required by 14 C.F.R. 

§199.65(a) (Directors of Maintenance, Safety, and Operations, and Chief Pilot and Chief 

Inspector) currently employed by ASTAR have agreed to remain full time employees of 

AUSA upon final approval by the DOT and FAA. The FAA's Cincinnati FSDO 

personnel have worked closely with these individuals. Based on discussions with the 

FAA's Cincinnati FSDO, it is the Joint Applicants' understanding that the FAA will 

expedite the transfer of ASTAR's operating certificate from ASTAR to AUSA. 

C. AUSA will continue to participate in Civil Reserve Air Fleet (CRAF) 

AST AR has been a long-standing and valued member of the CRAF program, and 

for many years has been a valued contractor to the United States Department of Defense, 

operating under a variety of contracts with the DOD. Like ASTAR, AUSA intends to 

participate fully in CRAF and to continue doing business with DOD in a fashion similar 

to that undertaken by ASTAR. 

D. The proposed transfer of ASTAR's certificates to AUSA is consistent 

with the standards specified in 49 U.S.C. §41105. 

Under 49 U.S.c. §41105, the DOT may approve an application for certificate 

transfer if the transfer is consistent with the public interest. In addition, the DOT is 

6 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

required to report to Congress any such approval, taking into account the effect of the 

transfer on the viability of each carrier, competition in the domestic airline industry, and 

the U.S. trade position. In applying the public interest test, the DOT looks primarily at 

whether the transferee is a U.S. citizen and meets the fitness criteria. See,~, Kitty 

Hawk International, Inc. and Kalitta Air, LLC, Order 2000-10-29 (October 26, 2000) at 

2. AUSA is a U.S. citizen, and easily satisfies the DOT's fitness criteria, as more fully 

demonstrated by the Part 204.3 materials submitted herewith. 

Competition in the domestic industry will be preserved and enhanced by this 

transaction, which in practical effect merely continues via a corporate reorganization the 

air carrier operations currently provided by ASTAR, but by a more efficient entity 

organized to better meet the needs of its primary customer. Likewise, the U.S. trade 

position will be enhanced by permitting the transfer of AST AR' s certificates to a newly 

created merged entity with stronger long term economic prospects. Finally, given the 

prospects for growth, expansion and enhanced levels of employment at AUSA pursuant 

to the A TS Agreement, the long term prospects for employment at A USA are brighter 

than they would be if ASTAR remained the vendor supplying lift for DHL Express. 

E. Fitness of AST AR USA, LLC 

In making fitness findings, the Department uses a three-part test to determine 

whether A USA: (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 risk to consumers or their funds; and (3) will comply with the 

Statute and regulations imposed by Federal and State agencies. In addition, the 

Department must also determine whether AUSA is a United States citizen. 

7 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

As demonstrated below AUSA easily satisfies these standards. AUSA's 

management team is the same management team that has operated AST AR and consists 

of highly skilled and competent airline managers well-known for many years to the 

Department and the FAA. As mentioned previously, and as reflected in the ATS 

Agreement, in excess of90% of AUSA's operations will be conducted pursuant to a feefor-service agreement with Holdings that is based on continuing the level of operations 

conducted by ASTAR for DHL Express since mid-January 2009. It is long-standing DOT 

precedent not to subject certificate transfer applicants to the Department's financial 

fitness requirements in circumstances when the applicant's business plan is built around a 

fee for service ACMI Agreement. See,~. Order 2006-9-7 (September 11, 2006) 

(Compass Airlines and Independence Air certificate transfer Show Cause Order). 

Moreover, AUSA easily satisfies the Department's requirements that it demonstrate it has 

on hand sufficient working capital to cover its pre-operating expenses. Order 2006-9-7, 

supra at 6. In this case, ASTAR is funding virtually all pre-operating expenses up to the 

closing date of its merger with AUSA. ASTAR reported on its Forms 41 for the year 

ended 2009 net income of $23,870,618 and for the first quarter of 201 0 net income of 

$5,403,658. Moreover, as further demonstrated in ASTAR's most recent financial 

statements, which have been submitted with this Application under seal, AST AR has 

more than sufficient financial resources to cover AUSA's pre-operating expenses. Prior 

to receiving a final certificate transfer award, AUSA will demonstrate that it continues to 

have the financial resources needed to satisfy the DOT's financial fitness criteria. Finally, 

as the successor corporation to ASTAR, AUSA easily can demonstrate that it has the 

requisite compliance disposition to satisfy this prong ofthe DOT's fitness inquiry. 

8 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

In accordance with 14 C.F.R. Part 204, AUSA submits the following information 

to establish its fitness to engage in scheduled air transportation and foreign air 

transportation of property and mail. 

F. General Description of AUSA 

AUSA is a limited liability company organized on November 23,2009 under the 

laws of the State of Delaware. It is a wholly owned subsidiary of AST AR, which is a 

wholly owned subsidiary of Holdings. Upon consummation of the merger and related 

agreements between AST AR and AUSA, AUSA will be wholly owned by New 

Holdings, which is wholly owned by the BDK Group, whose controlling majority 

owners, John Dasburg, Richard Blum and Michael Klein, are all natural born citizens of 

the United States and are all currently Directors of Holdings as well as AST AR. Upon 

consummation of the merger of ASTAR into AUSA, Messrs. Blum, Dasburg and Klein 

will resign their Board memberships in Holdings, and no longer will own or hold any 

stock or equity interest in that company. 

AUSA's senior management team consists of John Dasburg, Chairman and CEO; 

Stephen Doyle, President; Gary Hammes, Senior Vice President and Chief Operating 

Officer; Pete Blessing, Director of Operations; Stephen Dodd, Chief Financial Officer; 

and Rob Miller, Vice President Employee Relations. All of these individuals are natural 

born citizens of the United States, and all hold similar positions at ASTAR. 

G. AUSA's Responses to 14 C.F.R. § 204.3 

1. AUSA is a limited liability company organized under the laws of Delaware. A 

copy of a Certificate of Good Standing issued by the Secretary of State of Delaware is 

attached as Exhibit B. AUSA is a wholly owned subsidiary of ASTAR. AUSA and 

9 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

ASTAR will merge pursuant to a merger agreement, and AUSA will be the surviving 

entity. The Merger Agreement has been filed under seal in this Docket. 

2. AUSA's address, telephone number and facsimile number are as follows: 

1200 Brickell Avenue 

Miami, FL 33131 

(305) 982-0500 

(305) 416-0754 

3. AUSA is a citizen of the United States within the meaning of 49 U.S.c. § 

40102(a)(15). See Affidavit of Citizenship, Exhibit C. All of AUSA's voting interest is 

owned and controlled by New Holdings. All of the voting interest in New Holdings is 

owned and controlled by the BDK Group, whose controlling majority owners, John 

Dasburg, Richard Blum and Michael Klein, are all natural born citizens of the United 

States. See Order 2004-5-10 (May 13,2004). AUSA's Certificate of No Material 

Fabrication, required by 14 C.F .R. § 204.3(v) is attached as Exhibit G. 

4. Upon transfer of ASTAR's certificates of public convenience and necessity, 

AUSA proposes to continue flying the same routes and level of operations for DHL 

Express or one of its affiliates that ASTAR currently operates for DHL Express. That 

pattern of operations is displayed at Exhibit D. AUSA will operate the same eight DC-8 

freighter aircraft that currently are operated by ASTAR. These aircraft all will be 

transferred to AUSA upon approval by the DOT and the FAA. 

5. AUSA currently has no subsidiaries and owns no stock in, or controls any air 

carrier, foreign air carrier, common carrier or person substantially engaged in the 

business of aeronautics. AUSA has a highly experienced management team. The five 

key technical personnel and all key executives are the same ones as from AST AR. All of 

10 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

these individuals have been an integral part of the continuous operations of AST AR and 

have many years of proven expertise in operating a safe and reliable air cargo carrier with 

DC-8, B727 and A-300 aircraft. The persons required to be identified pursuant to 14 

C.F.R. §204.3(g) as well as those ofthe Chairman and Managing Members, all of whom 

are United States citizens, as well as an organization chart, are provided in Exhibit E. 

6. ASTAR is the only "relevant corporation" within the meaning of 14 C.F.R. § 

204.2(k). AST AR is not a publicly held entity required to submit reports to the Securities 

and Exchange Commission. The data and other materials required by 14 C.F .R. § 

204.3(k) (1) - (5) are included in Exhibit ,E.(filed under seal). 

9. AUSA has not engaged in any business prior to the filing of this certificate 

transfer application. Accordingly, financial statements for the most recent three years are 

not attached. 

10. There are no outstanding judgments or actions as set forth in 14 C.F.R. § 204.3 (1) 

and (m) against AUSA, ASTAR or any of their key personnel. 

11. AUSA will operate eight DC-8 aircraft in its initial year of service, five of which 

are owned by AU SA, and three of which are to be leased by AUSA from DHL Express or 

one of its affiliates. The affidavit required by 14 C.F.R. § 204.3(n) is attached as Exhibit 

H. While AUSA hopes to expand its operations in future years, including through the 

operation of additional DC-8 aircraft, or other aircrafitypes, it has no present plans to 

expand beyond the currently proposed fleet plan of eight aircraft. 

12. Neither the DOT nor the FAA has commenced any investigations or enforcement 

actions or filed any complaints against AUSA, any key AUSA personnel, or persons 

having a substantial interest in AUSA, regarding compliance with the laws, orders, 

11 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

regulations or requirements listed in 14 CFR §204.3( 0). To the extent AST AR is a 

relevant corporation, the investigations and enforcement actions currently pending 

against ASTAR are listed in Exhibit! attached hereto. 

3. Within the past ten years, no charges of unfair, deceptive or anticompetitive 

business practices or of fraud, felony, or antitrust violations have been brought against 

AUSA, AST AR or any of their key personnel. 

14. Neither AUSA nor any of its key personnel has experienced any aircraft accidents 

or incidents as defined in 49 C.F.R. §830.2 in the past year or at any time in the past 

which remain under investigation by the FAA, the NTSB or by AUSA. To the extent 

AST AR is a relevant corporation, the three incidents AST AR experienced in the past year 

or at any time in the past which remain under investigation by the FAA, the NTSB or 

AST AR are listed in Exhibit J. ASTAR experienced no accidents in the relevant period. 

15. A narrative history of AUSA is provided at §§ LA. and II.A. supra. 

16. The FAA office responsible for ASTAR's Air Carrier Certificate and the issuance 

of equivalent authority to AUSA is the Cincinnati FSDO located at 4358 Ferguson Drive 

Cincinnati, OH 45245. Mr. Brian Bazemore is the contact person and he may be reached 

at (513) 842-9670. AUSA has been working with the FAA and Mr. Bazemore to 

facilitate the transfer to AUSA of ASTAR's Operating Certificate authority for its 

proposed operation. AUSA currently has no federal or state authority. 

17. AUSA's proposed service and its financial forecasts are attached as Exhibits D 

and K. (Exhibit K financial forecasts filed under seal.) 

18. AUSA's pre-operating expenses are described in Exhibit L. AUSA will operate 

under the A TS Agreement. Under well-established Department precedents, AUSA is not 

12 
Application of AST AR Air Cargo and AST AR USA, LLC for certificate transfer 

required to have capital sufficient to cover three months of normalized first year costs of 

.. 5 operatIOns assummg no revenues. 

19. AUSA will file a Certificate ofInsurance (OST Form 6410) separately. 

20. AUSA intends to apply ASTAR's family assistance plan to AUSA's operations, 

and will file an amended plan with the DOT separately. 

21. A signed counterpart of Agreement 18900 is attached as Exhibit M. 

For the foregoing reasons, the Joint Applicants respectfully request that the DOT 

find that AUSA is fit, willing and able to engage in scheduled all cargo air transportation 

services of freight and mail and that the transfer of ASTAR's Certificates of Public 

Convenience and Necessity, exemptions and other operating authorizations, if any, is 

consistent with the public interest. 

Respectfully submitted, 

~tt 

~, M. Seiden 

oies, Schiller & Flexner LLP 

5301 Wisconsin Avenue NW 

Washington, DC 20015 

(202) 274-1166 

eseiden@bsfllp.com 

Counsel for ASTAR Air Cargo, Inc. 

and 

ASTAR USA, LLC 

5 See Order 2006-9-7 (Sept. 11,2006) (Compass Show Cause Order); Order 2005-7-14 (Golet Airlines, 

LLC); Order 2003-10-6 (Republic Airline, Inc. d.b.a Republic Airlines.) 

l3 
Certificate of Service 

I hereby certify that I have, this 3rd day of September, 2010, I caused a copy of the foregoing 

application to be served by electronic mail or regular mail, as indicated on all persons listed 

below: 

carl.nelson@aa.com 

rbkeiner@crowell.com 

hkamen@coair.com 

sascha.vanderbellen@delta.com 

jeffrey.manley@United.com 

bruce.rabinovitz@wilmerhale.com 

dshort@fedex.com 

nssparks@fedex.com 

gbleopard@fedex.com 

dvaughan@kelleydrye.com 

rsilverberg@sgbdc.com 

jhill@dowlohnes.com 

rpommer@atlasair.com 

esauer@ssd.com 

pmurphy@lopmurphy.com 

mlbenge@zsrlaw.com 

cjsimpson@zsrlaw.com 

recohn@hhlaw.com 

prrizzi@hh1aw.com 

agoerlich@ggh-airlaw.com 

ggarofalo@ggh-airlaw.com 

howard.kass@usairways.com 

benjamin.slocum@usairways.com 

rnroller@rollerbauer.com 

tzoeller@naca.com 

cdonley@ssd.com 

efaberman@wileyrein.com 

bill@mietuslaw.com 

msinick@ssd.com 

lhalloway@crowell.com 

sametta.c. bamett@delta.com 

russell.bailey@alpa.org 

byerlyjr@state.gov 

bryan.bazemore@faa.gov 

john.allen@faa.gov 

jim.ballough@faa.gov 

jrichardson@johnlrichardson.com 

jamestello@earthlink.net 

kevin.montgomery@polaraircargo.com 

mfrancesconi@ups.com 

anita.mosner@hklaw.com 

brent. connor@troutmansanders.com 

charles.hunnicutt@troutmansanders.com 

jonathan.moss@wilmerhale.com 

julie.oetttinger@united.com 

jyoung@yklaw.com 

slachter@lachter-clements.com 

kquinn@pillsburywinthrip.com 

bob.kneisley@wnco.com 

robert.land@jetblue.com 

mgoldman@sgbdc.com 

rsilverberg@sgbdc.com 

dhainbach@ggh-airlaw.com 

mcmillin@woa.com 

eskraft@rnahoff.com 

dpdean@jarnhoff.com 

dkirstein@yklaw.com 

donna.kooperstein@usdoj.gov 

dwi ght.moor@ustranscom.mil 

gmurphy@crowell.com 

david.heffeman@wilmerhale.com 

laura. j ackson@wcaa.us 

ldwasko@erols.com 

sbaer@Panynj.gov 

brubinst@Panynj.gov 

jabreu@miami-airport.com 

sgardner@goaa.org 
Robert W. Kennedy 

Interim General Manager 

Department of Aviation 

Hartsfield - Jackson Atlanta International Airport 

PO Box 20509 

Atlanta, GA 30320 

Timothy E. Zeis 

Chief Operating Officer (COO) 

Kenton County Airport Board 

CincinnatilNorthem Kentucky International Airport 

PO Box 752000 

Cincinnati, OH 45275 

Jerry Spampanato 

General Manager - JFK 

Port Authority of New York & New Jersey 

Building 14 - JFK - 2nd Floor 

Jamaica, NY 11430 

John S. Jacoby 

General Manager 

Newark Liberty International Airport 

The Port Authority of New York & New Jersey 

Administration Building - Bldg #1 - 2nd Floor 

One Comad Road 

Newark, NJ 07114 

Thomas J. Kinton, Jr. 

Chief Executive Officer & Executive Director 

Logan International Airport 

Suite 200 South 

One Harborside Drive 

East Boston, MA 02128-2909 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITS 
Correlation Table - 14 C.F.R. § 204.3 

14 CFR 204.3(a) Application at p. 10 

14 CFR 204.3(b) Application at pp. 9-10 

14 CFR 204.3(c) Application at pp. 9-10 

14 CFR 204.3( d) Exhibit B 

14 CFR 204.3(e) Exhibit C 

14 CFR 204.3(f) Exhibit E 

14 CFR 204.3(g) Exhibit E 

14 CRF 204.3(h) Application at p. 10 

14 CFR 204.3(i) Application at p. 10 

14 CFR 204.3(j) Application at p. 11 

14 CFR 204.3(k) Exhibit F (filed under seal) 

14 CFR 204.3(1) Application at p. 11 

14 CFR 204.3(rn) Application at p. 11 

14 CFR 204.3(n) Application at p. 11, Exhibit H 

14 CFR 204.3(0) Exhibit I 

14 CFR 204.3(p) Application at p. 12 

14 CFR 204.3(q) Exhibit J 

14 CFR 204.3(r) Application at pp. 2-4; 7-9 

14 CFR 204.3(s) Application at p. 12 

14 CFR 204.3(t) Exhibit D, K, L (Ex. K filed under 

seal) 

14 CFR 204.3(u) Exhibit M 

14 CFR 204.3(v) Exhibit G 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBIT A 

ASTAR USA, LLC 

ROUTE AUTHORITIES OF 

ASTAR AIR CARGO, INC. 

TO BE TRANSFERRED TO 

ASTAR USA, LLC 
Exhibit A 

The Authorities 

Authority Route Number Order Number 

Certificate of Public Convenience and 195 81-12-131; 98-7-6 

Necessity for Interstate and Overseas Air 

Transportation 

Certificate of Public Convenience and 692 96-5-9 

Necessity (Algeria and Libya) 

Certificate of Public Convenience and Multiple 2006-1-1 

Necessity for Blanket Route Integration 

Certificate of Public Convenience and 195F 79-10-16 as 

Necessity for Various Foreign Points amended by various 

(Hong Kong) orders including 81-

1-30 (Hong Kong) 

Certificate of Public Convenience and 860 2007-7-4 

Necessity for Blanket Open Skies Points 

Certificate of Public Convenience and 725 2008-7-15 

Necessity for Mexican Points 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITB 

CERTIFICATE OF GOOD STANDING 

ASTAR USA, LLC 
t])efaware PAGE 1 

%e :First State 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY "ASTAR USA, LLC" IS DULY FORMED 

UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING 

AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE 

SHOW, AS OF THE TWENTY-FIFTH DAY OF JUNE, A.D. 2010. 

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE 

BEEN PAID TO DATE. 

4756530 8300 

100689922 DATE: 06-25-10 

You may verify this certificdte online 

dt corp.deldware.gov/authver.shtml 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITC 

AFFIDAVIT OF CITIZENSHIP 

ASTAR USA, LLC 
CITIZENSHIP AFFIDAVIT 

State of Florida ) 

) 

County of Miami-Dade ) 

Stephen P. Doyle, ("Doyle") being first duly sworn, deposes and says: 

That Doyle is a U.S. citizen duly appointed and qualified and acting as the President of 

AST AR USA, LLC ("AU SA") and that Doyle is authorized to and does make this affidavit for 

AUSA. 

That AUSA is a member-managed limited liability company organized under the laws of 

the state of Delaware. 

That the President and at least two thirds of the managing members and other managing 

officers of AUSA are citizens of the United States. 

That at least seventy five (75) percent of the voting interests of AUSA is owned and 

controlled by citizens of the United States. 

That in Doyle's view, actual control of AUSA rests with U.S. citizens 

Stephen P. Doyle 

Subscribed and sworn before me thi01tay of tvy -\ , 2010 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITD 

PATTERN OF SERVICE 

AST AR USA, LLC 
FLT LDAY ORG DST LDEP LARR ZDEP ZARR BLK TYPE Airline 

104 1234 JFK CVG 22:00 0:10 2:00 4:10 2:10 DC87 ASTAR 

104 5 JFK CVG 23:40 1:50 3:40 5:50 2:10 DC87 ASTAR 

106 MIA CVG 21:45 0:14 1 :45 4:14 2:29 DC87 ASTAR 

110 134 MCO CVG 22:35 0:39 2:35 4:39 2:04 DC87 ASTAR 

111 3 ATL CVG 0:30 1:51 4:30 5:51 1:21 DC87 ASTAR 

188 12345 BOS CVG 22:50 1 :12 2:50 5:12 2:22 DC87 ASTAR 

441 1234 EWR CVG 22:40 0:34 2:40 4:34 1:54 DC87 ASTAR 

441 5 EWR CVG 23:30 1 :24 3:30 5:24 1:54 DC87 ASTAR 

504 23456 CVG JFK 5:13 7:18 9:13 11 :18 2:05 DC87 ASTAR 

506 7 CVG MIA 16:00 18:23 20:00 22:23 2:23 DC87 ASTAR 

510 345 CVG ATL 4:52 6:12 8:52 10:12 1:20 DC87 ASTAR 

510 345 ATL MCO 7:17 8:39 11 :17 12:39 1:22 DC87 ASTAR 

511 2 CVG ATL 4:52 6:12 8:52 10:12 1:20 DC87 ASTAR 

588 2345 CVG BOS 5:00 7:05 9:00 11:05 2:05 DC87 ASTAR 

588 7 CVG BOS 16:10 18:15 20:10 22:15 2:05 DC87 ASTAR 

841 2345 CVG EWR 5:09 6:57 9:09 10:57 1:48 DC87 ASTAR 

841 7 CVG EWR 23:30 1:18 3:30 5:18 1:48 DC87 ASTAR 

951 12345 MEX CVG 21:00 1:46 2:00 5:46 3:46 DC87 ASTAR 

952 2345 CVG MEX 5:27 8:12 9:27 13:12 3:45 DC87 ASTAR 

952 7 CVG MEX 19:25 22:10 23:25 3:10 3:45 DC87 ASTAR 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITE 

ORGANIZATION CHART 

KEY PERSONNEL AND BIOGRAPHIES 

UNIT OWNERSHIP 

ASTAR USA, LLC 
~ w ~ 0 

0 

0 ..J 0 

Q. 0 '" 

0 ..J 

:::s ~ 0 ~ ..J 

0 

C) ... 

... c « 

C) ~ .- en (1):2 ~ ZO ::) 

c :r: 0:: 

m 0:: ~ ~ en 
Name 

Richard C. Blum 

John H. Dasburg 

Michael R. Klein 

Name 

John H. Dasburg 

Name 

Steve Doyle 

Gary Hamrues 

Stephen Dodd 

Rob Miller 

Exhibit E 

Summary Information for Key Personnel of AST AR USA, LLC 

The Managing Members 

Title Shares Citizenship Interests in Address 

Held other firms 

engaged in 

aeronautics 

Managing See note U.S. None 909 Montgomery Street 

Member I Suite 400 

San Francisco, CA 94133 

Managing See note U.S. None 791 Crandon Blvd., # 408, 

Member, 2 Key Biscayne, FL 33149 

Chairman & 

CEO 

Managing See note U.S. None 2425 Wyoming Avenue, 

Member 3 N.W. 

Washington, D.C. 20008 

Chief Executive Officer 

Title Shares Citizenship Interests in Address 

Held other firms 

engaged in 

aeronautics 

Managing See note U.S. None 791 Crandon Blvd. 

Member, 2 #408 

Chairman & Key Biscayne, FL 33149 

CEO 

Key Management Personnel 

Title Shares Citizenship Interests in Address 

Held other firms 

engaged in 

aeronautics 

President, None U.S. None 540 Brickell Key Drive 

General Unit 1707 

Counsel & Miami, FL 33131 

Secretary 

Sr. VP and None U.s. None 1021 Whirlaway Drive 

Chief Operating Union, KY 41091 

Officer 

VP, Chief None U.S. None 10223 SW 89 St. 

Financial Miami, FL 33176 

Officer 

VP, Employee None U.S. None 1330 Ault View Ave., 

Relations Cincinnati, OH 45208 

USIDOCS 7635439vl 
Peter Blessing Director of None US. 

Operations 

Nils Johnson Chief Inspector None US. 

Arthur C. Kegel Chief Pilot None US. 

James L. Kennedy Director of None U.S. 

Aircraft 

Maintenance 

Kenneth Young Manager, None U.S. 

Safety 

Note 1. Relevant stock ownership holdings of Richard C. Blum 

New ASTAR Holdings, LLC 

None 1046 Spectacular Bid Drive 

Union, KY 41091 

None 7310 Turfway Road 

Suite 400 

Florence, KY 41042 

None 588 Chambers Road 

Walton, KY 14094 

None 7310 Turfway Road 

Suite 400 

Florence, KY 41042 

None 7310 Turfway Road 

Suite 400 

Florence, KY 41042 

Richard C. Blum will hold 2,962 membership units of New AST AR Holdings, LLC through The Richard C. Blum 

Revocable Trust. This will represent 27.1% of the issued and outstanding membership units of New AS TAR 

Holdings, LLC which will be the sole member of AST AR USA, LLC, a company that is seeking to acquire by 

transfer authority to operate as a certificated air carrier. 

The full name and address of the Richard C. Blum Revocable Trust is: 

The Richard C. Blum Revocable Trust 

c/o 909 Montgomery Street, Suite 400 

San Francisco, CA 94133 

AST AR Air Cargo Holdings, LLC 

Mr. Blum is currently the owner, through The Richard C. Blum Revocable Trust, of2,962 Class A membership 

units of ASTAR Air Cargo Holdings, LLC, which constitute a 13.8% economic ownership interest in AST AR Air 

Cargo Holdings, LLC. ASTAR Air Cargo Holdings, LLC is the sole shareholder of ASTAR Air Cargo, Inc., a 

certificated air carrier. 

Note 2. Relevant stock ownership holdings of John H. Dasburg 

New AST AR Holdings, LLC 

John H. Dasburg will hold 3,600 membership units of New ASTAR Holdings, LLC. This will represent 32.9% of 

the issued and outstanding membership units of New AST AR Holdings, LLC which will be the sole member of 

AST AR USA, LLC, a company that is seeking to acquire by transfer authority to operate as a certificated air carrier. 

ASTAR Air Cargo Holdings, LLC 

Mr. Dasburg is currently the owner of3500 Class A membership units which constitute a 16.3% economic 

ownership interest in AST AR Air Cargo Holdings, LLC. AST AR Air Cargo Holdings, LLC is the sole shareholder 

of ASTAR Air Cargo, Inc., a certificated air carrier. 

Note 3. Relevant stock ownership holdings of Michael R. Klein 

New AST AR Holdings, LLC 

Michael R. Klein will hold 3,000 membership units of New ASTAR Holdings, LLC. This will represent 27.4% of 

the issued and outstanding membership units of New AST AR Holdings, LLC which will be the sole member of 

AST AR USA, LLC, a company that is seeking to acquire by transfer authority to operate as a certificated air carrier. 

USIDOCS 7635439vl 
In addition, Mr. Klein will hold membership units in New AST AR Holdings, LLC as a trustee for various trusts as 

follows: 

Number of Units Economic Ownership Percentage Trust 

300 2.7% The Richard C Blum 1987-1988 Irrevocable Children's 

Trust 

78 0.7% The Irrevocable Trust for the Benefit of Lea F. Bourgade 

78 0.7% The Irrevocable Trust for the Benefit of Tristan RH 

Bourgade 

78 0.7% The Irrevocable Trust for the Benefit of Julien Bourgade 

78 0.7% The Irrevocable Trust for the Benefit of Mitchell R. Riley 

78 0.7% The Irrevocable Trust for the Benefit of Spencer Riley 

All beneficiaries are minor children and thus have no business. To the best of his knowledge, Mr. Klein believes that 

each minor child is a U.S. citizen. 

AST AR Air Cargo Holdings, LLC 

Mr. Klein currently is the individual owner of 3000 Class A membership units which constitute a 14% economic 

ownership interest in AST AR Air Cargo Holdings, LLC. AST AR Air Cargo Holdings, LLC is the sole shareholder 

of AST AR Air Cargo, Inc. a certificated air carrier. 

In addition, Mr. Klein holds membership units in AST AR Air Cargo Holdings, LLC as a trustee for various trusts as 

follows: 

Number of Class N umber of Class Economic Trust 

A Units B Units Ownership 

Percentage 

300 0 1.4% The Richard C Blum 1987-1988 Irrevocable Children's 

Trust 

38 40 0.4% The Irrevocable Trust for the Benefit of Lea F. Bourgade 

38 40 0.4% The Irrevocable Trust for the Benefit of Tristan RH 

Bourgade 

38 40 0.4% The Irrevocable Trust for the Benefit of Julien Bourgade 

38 40 0.4% The Irrevocable Trust for the Benefit of Mitchell R. 

Riley 

38 40 0.4% The Irrevocable Trust for the Benefit of Spencer Riley 

US I DOCS 7635439vI 
Blum Capital Team Page 1 of 1 

f')G.t'" 

Blum ~'P 

Capital 

Blum Capital has built a team with a unique blend of public and private equity investment talent that has allowed it 

to successfully execute its investment strategy. Our professionals, with prior backgrounds in public and private 

equity, investment research, investment banking, management consulting, venture capital, real estate, law and 

public accounting, have been instrumental in sourcing public and private investments and successfully executing 

the finn's strategic block and private equity strategies in these investments. 

Investment Team 

Richard C. Blum 

N. Colin Lind 

Greg L Jackson 

John H. Park 

Arthur Young 

Douglas J. Dossey 

Gregory D. Hitchan 

David H.S. Chung 

Jane J. Su 

Marc T. Schblvinck 

Juan Carlos Torres 

Lee J. Fishman 

Jeff Green 

John Eidinger 

Chris Anderson 

Hannah Whang 

Investor Relations 

Paige Reeve Uher 

Sandra J. Southworth 

Operations Team 

Gwen G. Reinke 

James P. Murray 

Judith van Es 

Rodric R O'Connor 

Cecilia Kwan 

Richard C. Blum 

Chairman 

Richard C. Blum, Chairman, founded Blum Capital in 1975 

and pioneered Blum Capital's hybrid StrategiC Block/Private 

Equity investment strategy. Mr. Blum currently serves as 

Chainnan of the board of directors of CB Richard Ellis and is 

a director on the boards of directors of two other portfolio 

companies: Fainnont Raffles Holdings International Ud. and Current Media, LL.C. Mr. Blum is also Co-Chairman 

- Asia of TPG Capital , Co-Founder of Newbridge Capital (now part of TPG Capital). In the past, Mr. Blum has 

served on the boards of many prominent companies, induding Northwest Airlines Corporation, Myer pty Ltd. in 

Australia, Glenborough Realty Trust, Inc., Korea First Bank, URS Corporation and National Education 

Corporation. In addition, Mr. Blum is active in numerous non-profit organizations. He is the founder and Chairman 

of the American Himalayan Foundation and is Honorary Consul to Mongolia and Nepal. Mr. Blum also serves on 

the Board of Regents of the University of California and is a member of the Advisory Board of the Haas School of 

Business at the University of California at Berkeley and a member of the Federal Reserve Bank of San 

Francisco's Economic Advisory Council. Mr. Blum has a BA and an MBA from the University of California at 

Berkeley. Prior to founding Blum Capital, Mr. Blum was with Sutro & Co. for seventeen years, holding various 

pOSitions induding director, major stockholder and member of the executive committee. 

http://www.blumcapital.comlbio.php?richard_blum 6/2512010 
The Regents of the University of California 

OFFICE OF THE SECRETARY 

AND CHIEF OF STAFF TO 

THE REGENTS 

1111 Franklin St., 12Floor 

Oakland, CA 94607 

tel (510) 987-9220 

fax (510) 987-9224 

Please email Questions 

or comments about the 

Regents' website to 

~aW 

If you would like to email 

the Regents, please 

address your comments to 

Regen~Qfflce 

last updated: 

October 26, 2009 

AcaClemlc About tIC 

Senate 

Offlce of tile Systemwide ~nt Home 

Regent Richard C. Blum 

Appointed: 

March 12, 2002 

Term expires: 

March 1,2014 

Committee memberships 

(2009-10): 

As Immediate Past Chairman 

of the Board, Mr. Blum Is ex 

officio committee member on 

all committees. 

Address: 

Office of the Secretary 

1111 FranklIn St., 12th floor 

Oakland, CA 94607 

(510) 987-9220 

Richard C. Blum is Chairman of Blum 

capital Partners, LP. and Co-Chalrman of 

Newbridge capital, LLC. Mr. Blum earned 

his B.A. and M.B.A degrees from the 

University of california, Berkeley. He was 

the recipient of UC Berkeley's Haas 

School of Business Alumnus of the Year 

Award in 1994 and is a member of the 

Advisory Board of the School. Mr. Blum 

serves as a director on a number of 

boards, including Playtex Products, 

Glenborough Realty Trust and is 

Chairman of CB Richard Ellis. He also 

serves as Co-Chairman of the World 

Conference on Religion and Peace and Is 

Founder and Chairman of the American 

Himalayan Foundation and Is a board 

member of the World Wildlife Fund and 

the Wilderness Society. He Is also a 

trustee and a member of the executive 

committee of The carter Center, founded 

by former President Jimmy carter. Mr. 

Blum was appointed as a Regent in 2002 

by Governor Davis to a 12-year term. 

http://www.universityofcalifomia.eduiregents/regbioslblum.html 

Page 1 ofl 

6/25/2010 
ASTAR~ AIR CARGO 

JOHN H. DASBURG 

CHAIRMAN, CIDEF EXECUTIVE OFFICER 

John H. Dasburg is Chairman and Chief Executive Officer and co-owner of AS TAR Air 

Cargo, Inc. 

Previously he was Chairman, President and Chief Executive Officer of Burger King 

Corporation. During his tenure at Burger King, he led a turnaround of the company that 

culminated in its 2002 sale. 

Prior to joining Burger King Corporation, Dasburg served ten years as President and Chief 

Executive Officer of Northwest Airlines, the world's fourth largest airline. 

Before his airline career, he served as president of Marriott's Lodging Group and executive 

vice president and CFO of Marriott Corp. As President, he was responsible for the full range 

of Marriott's lodging products as well as their development. He joined Marriott in 1980. 

Prior to his tenure at Marriott, he was a partner with KPMG, an international CPA firm. 

He was the recipient of the 2001 Horatio Alger A ward for Distinguished Americans and a 

recipient of the Commercial Air Transport Laureate Award in 2001. He was named airline 

industry "Man of the Year" in 1994 by Travel Agent magazine and has received numerous 

awards and recognitions of business distinction including in 2009, recognition for his 

contribution to the Women in Aviation Scholarship program. 

Dasburg received a bachelor's degree in engineering, a master's degree in business 

administration and a law degree, all from the University of Florida. He served three years in 

the U.S. Navy with one year in Vietnam and rose to the rank of Lieutenant Commander in 

the U.S. Navy Reserves. 

He is active in civic affairs and has served as a director of a number of for profit and not-forprofit enterprises and established The Mary Lou and John H. Dasburg Endowed 

Professorship in Cancer Genomics at The Mayo Clinic and The John H. and Mary Lou 

Dasburg Endowed Professorship at The University ofFlori~ Levin College of Law. 

He was appointed in 1991 by President George Bush to the White House Fellows 

Committee. He was appointed in 2003 by Governor Jeb Bush as a member of the Board of 

Governors of Florida university system. He is an honorary member of Florida Blue Key. 
He is a member of the board of The Travelers Companies where he serves as the lead 

director and chair of the audit committee. He formerly served on the boards of KLM Royal 

Dutch Airline, Northwest Airlines and The Mayo Clinic among others. 

He has written for a number of publications including The Journal of Accounting, The 

Journal of Taxation and Op-Ed in The Wall Street Journal. He authored the chapter 

"Strategic Shifts at a Turnaround Company" published in "How to Run a Company," Crown 

Business, New York. He has appeared frequently on CNN and other cable and network 

programs. 

### 
) Mike Klein 

Michael R. Klein 

As o( August 2009 

As has been his pattern, Mike is actively engaged in a wide variety of activities. 

Mike is the Chairman and CEO of The8.lJnlight FOUD@li.Qll, which he 

co-founded in December 2005, through which he and his colleagues are trying to improve the 

transparency and thus the accountability and performance of the Congress. The Sunlight Foundation 

takes its name and raison d' etre from the observation of Louis Brandeis: "Sunlight is said to he the 

best of disinfectants, electric light the best policeman.» The foundation seeks to apply this principle -

that people behave better when they believe they are being observed - by using 21st Century 

infonnation technology to make accessible, online through the Internet and open SOUTce software, a 

raft of information about the members and work of the Congress and those who seek to influence the 

Congress. Sunlight has vastly increased the ability of the working press, bJoggers and ordinary 

citizens to access and use a vast and growing amount of information, and new software tools to make 

that information intelligIble. This includes information about lobbying and lobbyists, political 

contributions, entertainment of our Senators, Representatives and the Staff of the Congress, the 

revolving door involving Congressional staft; lobbyists and members. all federal contracts and 

grants, the sponsorship of eannaxks, and other similar information . 

. Mike is also the Cbairman of the Board ofTrustees of the Shake5J)eare Theatre.coow.lID)'. Since its 

founding in 1985, the Shakespeare Theatre Company has earned a reputation as the nation's leading 

force in the presentation and preservation of classic theater, presenting Shakespearean and other 

classics in an accessible, imaginative American style that honors playwrights' language and 

intentions while viewing their plays through a 2lst-centwy lens. At its two venues, the Harman 

Center fur the Performing Arts and the Landsburg Theater, both in the center of the nation's capitol, 

STC presents productions of its own and provides affordable, state-of-the-art venues to other 

outstanding local, national and international performiDg arts companies. STC encourages synergy 

among sister arts organizations, and stimulates an ongoing artistic dialogue that embraces all of the 

performing arts, and offers education and accessibility programs to engage diverse audiences in the 

arts. 

Mike is also the Chairman of the Board of CoStar Group, In.<;" a public company (CSGP on 

NASADQ), he co-founded in 1987 that provides 24fl internet access to information about over 70 

billion square feet of commercial, retail, industrial and multi-family structures throughout the United 

States. Great Britain, France and elsewhere, together with software tools that render that information 

useful to its subscribers. It was his experience at CoStar, providing real time online access to the real 

estate industry that enabled Mike to envision The Sunlight Foundation, as a way to use the same 

information technology to provide real time online oversight of Congress and those who seek to 

influence Congress. 

[0 addition to these leadership roles, Mike continues his pattern of involvement in several other 

businesses and Dot-for profit organizations. 

In the business world, Mike is actively involved in two other public companies and several nonpublic ventures. He is the Vice Chairman of the Board of Directors and lead outside director of 

TutocPerini.Corporation (fPC on NYSE) a leading intanational construction company, honored by 

Forbes and others as the best managed publicly held construction business. He also serves as lead 

outside director and Chairman of the Governance Committee of the Board of Directors of SM 

http://www.mikeklein.coml 

Page 10f2 

6125/2010 
> Mike Klein ,,' 

International. Inc. (SRX on NYSE), a leading systems integrator, serving primarily the federal 

govermnent, which has for many years been among Fortune Magazine's 100 best companies to work 

fur. He previously served as an outside director of National Education Corporation (formerly 

NYSE), Steck-Vaughn Publishing Company (formerly NASDAQ), and of Republic Waste Company 

(formerly NASDAQ) all ofwhich were acquired. From J974 through 2005, Mike was a partner in 

the law firm Wilmer, Cutler & Pickering, based in Washington, D.C., now known as Wilmer Hale. 

MiJa: is and has been associated with a mnnber of DOD-public businesses. These include !>,S!M Air 

CMgo,l!!.~" a freight airline serving DHL, Inc. of which he is a director and owner, a director of Oz 

Fitness, a chain offitness clubs in the Pacific Northwest, He was also the co-founder and Chairman 

of the Board ofZeoith Gallery, Inc. a contemporary art and crafts gallery in DC and of two of 

Washington's finest restaurants: I.e Pavillon (1978- 1991) IIDdLe Paradou (2004-2009). 

In the non-profit world, Mike has long also been involved in 8 wide array of organizations and 

activities. Currently, these include service as a director of The American I-limal1l)'!!~LEoJ!tld3Ji9n 

which supports indigenous medical, educational, health and cultural activities tbrougboot Nepal, 

Tibet, Bhutan in the Himalayan region, as a member of the Board of Directors ofboth the NMcr ~lQeJ~nse & Education Fund and the Asp.en.M\Isi.,<J~_al_aJ,1_d...s!tbQQ1 and as a member oftbe 

Deans Advisory Board of Harvard Law SchoolllDd of the Committee on University Resources of 

Harvard University. He also previously served as a member of the Board and as President of the 

PEN.t~Il~r Foundation, as a board member-of two public interest law finns, the Center for Law in 

the Public Interest and of Advocates fur the Public Interest (which he co-founded and served as 

Chainnan), of£he Support Center, an advisory support organization for Doo-profits generally, and as 

a member of the Board of Trustees of the Univetl!ity of Miami. 

MIKE [atJ MIKEKLEIN [dot] COM/20lO 

http://www.mikeklein.com/ 

Page 2 of2 

6/2512010 
.-.", A~TA~" .i4~® AIR CARGO Steve Doyle 

President 

Steve Doyle is the President of AST AR Air Cargo. Before joining AST AR in August 

2008, Steve practiced corporate law for 31 years at Wilmer Cutler Pickering Hale and 

DOff in Washington DC. During his 23 years as a partner of that finn, Doyle was a 

member of both the Corporate Department and the aviation Department, and for a 

number of years headed the finn's International Transactions Practice Group. 

Doyle's legal experience included extensive experience in aviation-related matters. He 

has advised both Lufthansa and United Airlines on major transaction matters. He also 

served as principal legal architect for the Star Alliance of major international passenger 

airlines, as well as the Amadeus travel distribution system. He has also handled mergerand-acquisition transactions and joint ventures involving airline catering companies and 

MRO companies. 

Doyle came to ASTAR with a wealth of background and familiarity with the DHL 

express delivery network and its relationship to its U.S. components. He advised the 

investor group who purchased DHL from its original founders in the late 1980's and also 

represented the current non-DHL owners of ASTAR when they purchased the company 

in 2003. 

Doyle graduated from Harvard University and the University of Texas School of Law. 

Prior to entering private practice, he served as law clerk for Judge Wilfred Feinberg of 

the United States Court of Appeals for the Second Circuit, in New York City. Doyle is a 

member of the American Bar Association, the International Bar Association, and the Bar 

Association of the District of Columbia. 
A~T.~~ ...... "" .14 .. ® 

AIR CARGO Gary Hammes 

Senior Vice President and Chief Operating Officer 

Gary Hammes serves as Senior Vice President and Chief Operating Officer. Gary has 

been with the company since 2002 and previously served as Senior Director of aircraft 

maintenance and engineering. 

In his 16 years in the industry prior to joining ASTAR, Gary held management positions 

with Northwest Airlines, where he was the Director of Component Maintenance, United 

Airlines as 737 Fleet Operations Manager, and Evergreen International Aviation as 

Director of MaintenancelBusiness Services. 

Gary has also served on numerous industry oversight committees. He is currently a 

member of the Senior Advisory Committee for the AT A and previously served as 

Chairman of the Boeing 737 Structures Task Group. He was also a member of the ATA 

Repairs assessment task group steering committee. 
Stephen Dodd 

VP, Chief Financial Officer 

Stephen Dodd currently serves as VP, CFO for ASTAR Air Cargo based in Miami, FL. 

Over the past seven years he has held several positions with the company, most recently 

as the VP, Treasurer and CIO. Mr. Dodd has been with AST AR Air Cargo (DHL 

Airways) since 2003. 

In his current position, Stephen serves as AST AR's senior finance and information 

technology executive. His responsibilities encompass AST AR' s corporate transactions, 

financial relationships, accounting and audit functions, commercial negotiations, merger 

and acquisition activities, business development, treasury, payroll and tax oversight. 

Prior to joining AST AR, Stephen was the regional project and business development 

manager for a management and IT consulting firm. He also has worked in the software 

and pharmaceutical industries, and spent time teaching and consulting at The Wharton 

School in Philadelphia. 

Stephen holds an MBA from the University of Florida's Warrington College of Business 

and a Bachelor of Science degree in Economics from The Wharton School at the 

University of Pennsylvania. 
Rob Miller - Vice President, Employee Relations 

Rob Miller serves as Vice President, Employee Relations for ASTAR Air 

Cargo and oversees human resources, including compensation and 

benefits, in addition to managing internal communications. Rob has been 

with the company since 2003 and previously served in various roles within 

the finance and employee relations organizations. 

Prior to joining ASTAR, Rob worked as an engineer for Kinetics in the 

pharmaceutical and biotech industries. He received his MBA from the 

Warrington College of Business at the University of Florida and his BS in 

engineering from Clemson University. 
.-..,.iI4~® 

ACT.~~ AIR CARGO 

Pete Blessing 

Director of Operations (FAR 119.65) 

Pete Blessing serves as Vice President of Flight Operations, (which includes Safety 

and Security for ASTAR Air Cargo. Pete has been with the company since 1990. 

He previously served as the Managing Director of Flight Operations, Manager of 

Flight Crew Training, DC-8 Training Supervisor and airplane Instructor 

Pilot/Check Airman and B-727 simulator Check Airman. Pete brings over 40 years 

experience in the aviation community which includes 29 years of management and 

commercial flying and a combined 22 years of military leadership and flying 

positions both on active duty and in the reserves. 

Following his 10 years of active duty with the Navy, Pete joined Eastern Airlines in 

1978 as a pilot but quickly joined the management ranks. Over the next 11 years he 

held numerous management positions within flight operations, including Chief Pilot, 

Line Check Airman and Simulator Check Airman, while flying the B-727 and DC-9 

aircraft. 

Pete's military service continued in the Naval Reserve community flying the P-3 

Orion Anti-Submarine aircraft. Pete's strong leadership and management skills 

were recognized by his selection as Commanding Officer of Patrol Squadron 92 in 

1986. After his command tour, he was selected for promotion to Navy Captain (06). 

Pete retired in 1991 after serving four years assigned to OP-04 (Logistics) in the 

Pentagon. 

Pete received a Bachelor of Science degree from the University of Scranton. 
.-..,.~~® 

A~"'.:6~ AIR CARGO 

Nils Johnson 

Chief Inspector (FAR 119.65) 

Nils Johnson serves as Senior Manager, QC/QA & Chief Inspector, which includes 

Regulatory Compliance and Records, for ASTAR Air Cargo. Nils has been with the 

company since 2003. He previously served as the Manager, Quality 

Assurance/CASS; Supervisor, Airframe Engineering and Systems/Avionics 

Engineer. Nils has 15 years of experience in commercial aviation, including seven 

years of management experience. 

Prior to joining ASTAR, Nils spent eight years at Miami Air International, United 

Airlines and Northwest Airlines in various management roles within the Quality, 

Engineering and Maintenance organizations. 

Nils serves on several industry oversight committees. He is currently the Vice-Chair 

for the A TA Airworthiness Committee and a member of the FAA Ops Spec 

Working Group. Nils formerly served on the Board of Directors for the 

Coordinating Agency for Supplier Evaluation. 

Nils received a Bachelor of Science degree from Purdue University in Aeronautical 

Technology with a minor in Business Administration. 

1200 Brickell Avenue • 16th Floor. Miami. FL 3:3131 • Phnnp: 10C;-QR?-OC;OO • F"~y' 1n~_a 1 h-OC::kL\. 
EXPERIENCE 

March 2001 

May 1997 

May 1991 

July 1987 

MILITARY 

March 1965 

EDUCATION 

ASTAii~ AIR CARGO 

ARTHUR C. KEGEL 

CIDEF PILOT (FAR 119.65) 

ASTAR AIR CARGO 

B-727 Chief Pilot. 

DHLAirways 

B-727 Simulator Instructor Pilot 

And Simulator Check Ainnan 

DHLAirways 

Captain and First Officer B-727 

DHLAirways 

Captain and First Officer SA227. 

Aircraft Instructor and Check Ainnan 

Simulator Instructor and Check Ainnan. 

u. S. Air Force 

Pilot and other positions of leadership. 

Bachelor of Science Degree in Education 

CERTIFICATES 

Airline Transport Certificate 
.....---.CTAI~ RCARGO 

JAMES L. KENNEDY 

DIRECTOR OF AIRCRAFT MAINTENANCE (FAR 119.65) 

JOB DESCRIPTION 

August 2000 to Present 

ASTAR Air Cargo (DHL Airways) 

236 Wendell H. Ford Blvd. Erlanger, KY 41018-1273 

• Director of Aircraft Maintenance -..Performed all duties required by FAR 119.65 and 

FAR 119.67 fulfilling FAA requirements to hold the FAR 121 and 135 Operational 

Certificate. Directed all facets of Heavy and Line Maintenance operations. 

• Sr. Manager of Aircraft Operations_-_Managed all maintenance personnel as well as all 

station activities on a daily basis Domestic and International. Prepared reports, 

reorganized staff, standardized line stations, adjusted staffing levels to fit requirements, 

and maintained aircraft reliability. Controlled all Line Maintenance functions on 

company aircraft to include A300's, DC-8-73 's, B-727-100-200-200A, and Bell 206. 

EXPERIENCE 

May 1993 to August 2000 

Air Transport International 

2600 Cantrell Rd. Suite 300 Little Rock, Arkansas 72202 

Manager of Maintenance Control 

• Managed the daily maintenance on all company aircraft. Prepared reports and performed 

executive brief on a daily basis. 

Manager of Line Maintenance 

• Managed all aspects of Line Maintenance, prepared reports, reviewed reliability, and 

made changes to improve and maintain the aircraft reliability. Maintained the military 

AMC contract with high reliability at all AMC stations to support the fleet ofDC-8-62 

Combi's. 

Station Manager 

• Managed daily operations of Denver station at Denver International Airport. Frequently 

asked to travel around the system when aircraft were A OG or aircraft were experiencing 

chronic or safety of flight problems. Setup and management of maintenance stations in 

Seattle and Hawaii. Setup and operation of temporary line stations as needed on an 

annual basis. Training Instructor on DC-8 Flight Control Systems, Advanced Systems, 

and Run I Taxi. 

Base Manager 

• Responsible for the management of the Line Maintenance Hub Operation ensuring ontime performance for the company's fleet ofDC-8-7I, DC-S-62, and DC-8-63 series 

aircraft. 

Senior Maintenance Representative 

• Performed all Line Maintenance functions. Specialized in Flight Control Systems and 

Rigging. 
• Member of Heavy Maintenance Team - Hangar Representative responsible for' A', "B', 

and 'C' Checks as well as other drop in maintenance performed at Repair Stations 

Domestic and InternationaL Full RII. 

June 1991 to March 1993 

Zantop International Airlines 

Macon Municipal Airport, Macon, Georgia 

Aircraft Mechanic 

• Performed Heavy Maintenance duties on all types of aircraft operated by Emery 

Worldwide, Air Transport International, Airborne Express, UPS, and Zantop 

International Airlines DC-8's and L-188's. 

• Member of the DC-8 control colurrm change crew and landing gear fitting change crew. 

Specializing in Flight Controls, Hydraulics, and Landing Gear systems. Selected to work 

the National Center for Atmospheric Research L-188 aircraft on an annual basis. 

December 1989 to January 1991 

Eastern Airlines 

Atlanta Hartsfield International Airport, Atlanta, Georgia 

Line Mechanic 

• Performed Line Maintenance duties on all types of aircraft operated by Eastern Airlines: 

DC-9, B-727, B-757, A-300, and L-IOll. 

• Member of the Heavy Maintenance SWAT Team. 

• Limited R.LL 

EDUCATION 

Presently attending 

Embry Riddle 

School of Aviation Technology, Sharonville, Ohio 

Honor Student 

Graduated December 1989 

Colorado Aero Tech 

School of Aviation Maintenance Technology, Broomfield, Colorado 

Graduated 1988 

Air Academy High School 

United States Air Force Academy, Colorado Springs, Colorado 

Graduated June 1987 

Pikes Peak Community College 

Colorado Springs Colorado - Auto Mechanics 

CERTIFICATES 

Airframe and Powerplant License 

Airworthiness Qualifications held: DC-8, DC-9, B-727, A-300, L-I011 

Taxi Qualifications held: DC-8-60, DC-8-70, DC-9, B-727, A-300, L-1011 

Power back Qualifications held: DC-9, B-727 

Run and Taxi Instructor 

RII Qualifications 
SCHOOLS 

DC-9 Familiarization 

B-727 Familiarization 

A-300 Familiarization 

L-l 0 11 Familiarization 

L-I011 Door School 

RB211-535E4 Engine School 

B-757 Familiarization 

Avionics Systems Trouble Shooting 

Boroscope School (NDT) 

DC-8 Familiarization 

L-188 Familiarization 

DC-8 Air Conditioning School 

Avionics Systems School 

DC-8 Flight Control Rigging School 

Garrett APU School 

JT8D Engine School 

JT3 Engine School 

CFM-56 Engine Familiarization 

CFM-56 Line Maintenance (LRU's) 

DC-8 Advanced Systems Trouble Shooting 

Drug and Alcohol Awareness 

Deicing School 

Principals of Management 

DC-8 Line Replaceable Unit School 

DC-8 Familiarization (United airlines) 

Hazmat 

DC-8-60170 Simulator training UAL 

A300 Avionics 

Human Factors (Boeing Flight Safety) 

Meda Training (Boeing Flight Safety) 

Dimensions of Leadership 

Dealing with Difficult People 

Drug and Alcohol Awareness 

DC-8 RVSM Introduction 

DC-8 RVSM Implementation 

System Safety Course (FAA Academy) 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

20 hrs. 

40 hrs. 

40 hrs. 

20 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

50 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

40 hrs. 

8 hrs. 

10 hrs. 

8 hrs. 

20 hrs. 

40 hrs. 

80 hrs. 

8 hrs. 

40 hrs. 

8 hrs. 

8 hrs. 

25 hrs. 

8 hrs. 

8hrs. 

8 hrs. 

8 hrs. 

24 hrs. 
.-."" AC"'.~~ .14~® AIR CARGO 

Kenneth Young 

Manager, Safety ASTAR Air Cargo (Director Safety FAR 119.65) 

Ken Young is the Manger, Safety (Director, Safety Part 14 CFR 119.65) for ASTAR Air 

Cargo and represents AST AR on all air and ground safety matters. Ken has been with the 

company since 1999 and previously held a position as a pilot on the DC-8-73 Cargo 

Series airplane. He served as an Airline Transport Instructor (ATI), Simulator Instructor, 

Check airman and as Designated Examiner while holding the position of Second Officer. 

Ken served as the Central Air Safety Chairman for the last 10 years and was the 

Chairman for ALPA's Cargo Project Safety Team in support of the ALPA Presidential 

Committee for Cargo. In 2008, Ken was awarded the Presidential Citation for Safety at 

the annual ALPA National Safety Forum held in Washington, D.C. 

Prior to joining ASTAR, Ken worked for Comair Jet Express and Miami Valley 

Aviation, where he was the Flight and Ground training instructor for the DC3, Beech 18, 

and Lear series aircraft. 

Before his airline career, Ken was a State Highway Patrolman for the State of Ohio. He 

holds a Masters Degree in Business Management from Almeda University. He has 

attended ALP A Basic Safety School I and II, ALP A Accident Investigation Course, and 

International Procedures and CRM training at Simuilite and Bombardier. He recently 

attended the Human Factors course at the University of Southern California. 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

AS TAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITF 

AST AR Air Cargo, Inc. Financial Statements 

Filed Under Seal pursuant to 

14 C.F.R. §302.12 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITG 

CERTIFICATE OF NO MATERIAL FABRICATION 

AS TAR USA, LLC 
Certificate of No Material Fabrication 

(14 CFR §204.3(v) 

Pursuant to title 18 United States Code section 1001, I Stephen P. Doyle, in my individual 

capacity and as the authorized representative of the applicant, have not in any manner knowingly 

and willfully falsified, concealed or covered up any material fact or made any false, fictitious, or 

fraudulent statement or knowingly used any documents which contain such statements in 

connection with the preparation, filing or prosecution of the application. I understand that an 

individual who is found to have violated the provisions of 18 U.S.C. section 1001 shall be fined 

nor more than $10,000 or imprisoned not more than five years, or both. 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITH 

EQUIPMENT CERTIFICATION AFFIDAVIT 

ASTAR USA, LLC 
EQUIPMENT CERTIFICATION AFFIDAVIT 

State of Florida ) 

) 

County of Miami-Dade ) 

Stephen P. Doyle, ("Doyle") being first duly sworn, deposes and says: 

That Doyle is a U.S. citizen duly appointed and qualified and acting as the President of 

AST AR USA, LLC CAUSA") and that Doyle is authorized to and does make this affidavit for 

AUSA. 

That each aircraft listed in AUSA's response to the Department's fitness data 

requirements set forth in 14 C.F.R. § 204.3(n) has been certified by the FAA and currently 

complies with all FAA safety standards. 

Stephen ~e ~. *? 1, 

Subscribed and sworn before me this:dliay of E\ts .. ,.s.t-, 2010 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

AS TAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBIT I 

FAA LETTERS OF INVESTIGATION 

ASTAR AIR CARGO, INC. 
ASTAR AIR CARGO LOis Total LOis: 

Closed : 

DATE OF REPORT: 7/31/2010 Open: 

Civil Penalty: 

Date Response Responsible 

LOI NUMBER Received Due/Sent For Response 

2009GLOS0027 3/10/2009 5/23/2009 N.Johnson 

2009GLOS0028 3/10/2009 5/23/2009 N.Johnson 

Open LOI 

2 

2 

Department 

Quality 

Assurance 

Quality 

Assurance 

Open 

Closed 

OPEN 

NOTICE OF CML PENAL TV 

11111200. $21 000 

: OPEN 

NOTICE OF CML PENALTY 

11111200. $25 000 

Astar Air Cargo, Inc. Confidential 

Description/StatuI I 

Investigating the operation of an unairworthy aircraft due to the use of unqualified 

personnel who performed Required Inspection Items (Rill on aircraft N770A T. 

AwaltJng Response from Infonnal Hearing 

Investigating the operation of an unairworthy aircraft due to the use of unqualified 

personnel who performed Required Inspection Items (Rill on aircraft N781DH and 

N743DH. 

Awaiting Reaponse from Infonnal Hearing 

Page 1 
JOINT APPLICATION OF AS TAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBIT J 

ACCIDENTS AND INCIDENTS 

ASTAR AIR CARGO, INC. 
Exhibit J 

Incidents experienced by AST AR Air Cargo, Inc. within past 12 months 

Aircraft NS07DH 

a) Date of incident: 2/S/2010 

b) Type of Flight: Scheduled 121 domestic all cargo. 

c) No passengers, 3 crew, no injuries or fatalities. 

d) Description of damage to aircraft: 4 blown tires, LlH Inboard Flap has dent 12" x 10" 

x )-2". 

e) F AAlNTSB file numbers/status of investigations: AGL0510003 closed April 29, 

2010. 

f) Positive actions to prevent recurrence: None required. 

* Cause of incident - Anti Skid Control Valve failure which locked up all four tires on 

left truck. 

Aircraft NS05DH 

a) Date of incident: 5/2/2010 

b) Type of Flight: Scheduled 121 domestic all cargo. 

c) No passengers, 3 crew, no injuries or fatalities. 

d) Description of damage to aircraft: Left hand Leading Edge Damage repaired using a 

22" doubler. 

e) FAAINTSB file numbers/status of investigations: None provided. 

f) Positive actions to prevent recurrence: None required. 

* Cause of incident - Bird Strike on departure. 

Aircraft NS03DH 

a) Date of incident: 117/2010 

b) Type of flight: Scheduled 121 domestic all cargo. 

c) No passengers, 3 crew, no injuries or fatalities. 

d) Description of damage to aircraft: Nose Landing Gear Upper Strut Failure, Replaced 

Nose Landing Gear Assembly. 

e) F AAlNTSB file numbers/status of investigations: None provided. 

f) Positive actions to prevent recurrence: None required. 

* Cause of incident - Nose Landing Gear Upper Strut Failure only 2 hour / 1 cycle since 

overhaul. AST AR Air Cargo, Inc. is awaiting NTSB analysis and recommendations. 
JOINT APPLICATION OF ASTARAIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITK 

ASTAR USA, LLC 

Financial Forecasts 

Filed Under Seal pursuant to 

14 C.F .R. § 302.12 
JOINT APPLICATION OF AST AR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITL 

PRE-OPERATING EXPENSES 

AST AR USA, LLC 
Exhibit 5 

Operating revenues 

ACMI fee income 

Charter 

Mail 

Other 

Total operating revenues 

Operating expenses 

Salaries, wages and benefits 

Aircraft operating costs 

Depreciation and amortization 

Accounting Fees 

Legal Fees 

Management consulting 

Other 

Total operating expenses 

Operating income 

Other income (expense) 

Interest income 

Interest expense 

Other, net 

Total other income (expense) 

Income before income taxes 

AST AR Air Cargo, Inc. 

Pre-operating Expenses 

(in thousands) 

MTD 

Jun-30-2010 

$ 

176 

22 

197 

(197) 

(197) 

MTD MTD YTD 

Jul-31-2010 Aug-18-2010 Aug-18-2010 

$ $ - $ 

79 255 

61 203 264 

18 18 

0 0 22 

80 283 560 

(80) (283) (560) 

(80) (283) (560) 
JOINT APPLICATION OF ASTAR AIR CARGO, INC. AND 

ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY 

EXHIBITM 

SIGNED COUNTERPART OF AGREEMENT 18900 

(OST FORM 4523) 

ASTAR USA, LLC 
U.S. Department of Transportation 

Office of the Secretary of Transportation AGREEMENT 

Docket OST 95·236 

The undersigned carriers (hereinafter referred to as "the Carriers") hereby agree as follows: 

1. Each of the Carriers shall, effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying 

conditions of carriage filed by it with any government: 

"The Carrier shall avail itself of the limitation of liability provided in the Convention for the Unification of Certain Rules 

Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by 

the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) of said Convention, or said 

Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in 

the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a 

point in the United States of America as a point of origin, point of destination, or agreed stopping place 

(1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 

inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate 

award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. 

(2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, 

avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol. 

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf 

of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a 

passenger." 

2. Each Carrier shall, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the 

Convention, or the Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following 

notice, which shall be printed in type at least as large as 10 pOint modern type and in ink contrasting with the stock on (i) each ticket; (ii) 

a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope: 

"ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY 

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised 

that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion 

entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place in 

the United States of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the 

liability of 

[certain )* 

[(name of carrier) and certain other) carriers parties to such special contracts for death of or personal injury to passengers is 

limited in most cases to proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not 

depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special contracts or 

on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier for death or 

personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. 

The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be 

examined on request. 

Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not 

affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further 

information please consult your airline or insurance company representative." 

3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680, 

adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement 

became the responsibility of the Department of Transportation (DOT) by operation of law.) 

4. This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may 

become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 

5. Any Carrier party hereto may withdraw from this Agreement by giving twelve (12 

and the other Carriers parties to the Agreement. 

'Either alternative may be used. 

OST Form 4523 (Formerly CAB Form 263) 

(Signature and Date) 

(Printed Name and Title) 

2 7 .be • 2"/1) 

S rGPH£A/ 'j::>, D/J '1(.£ ~sl;j"'; J 

(Name and Address of Carrier) _....:d....L-.=:~J.n ..... /1-/2.~..a._--=-tl:..:.~:..:"A----.,,'--_L_'--=C=--__ _ 

12t!>t1 BniAdl/ke >' I~~FI,= 

Ji1ui.~; j::'{ 3313/