### BEFORETHE DEPARTMENTOFTRANSPORTATION WASHINGTON, D.C.

Joint Application of 

### AST ARAIRCARGO, INC. and 

### AST ARUSA, LLC for transferofcertificate authority under49 USC §41105 ) ) ) ) ) ) ) ) ) ;;:i;; 

### ecp - 

### 3 P I- Sb r'**>}f~J** ") L •



### Docket OST-2010- ()2.z3

### ------------------------------~)
JOINT APPLICATION OFASTARAIRCARGO, INC. AND ASTAR USA, LLC FORTRANSFER OFCERTIFICATE AUTHORITY

Communications with respect to this document should be sent to: Stephen P. Doyle President AST AR Air Cargo, Inc. and ASTAR USA, LLC 1200Brickell 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 forASTARAir Cargo, Inc. andASTAR USA, LLC

Notice: Anyperson who wishes to support oropposethis 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 ASTAR 

### AIR CARGO, INC. and 

### ASTAR USA, LLC for transfer ofcertificate authority under 49 USC §41105 ) ) ) ) ) ) ) ) ) ) 

### 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 ofa corporate reorganization, ASTAR Air Cargo, Inc., a Nevada corporation, ("ASTAR") organized under Delaware law ASTAR USA, LLC ("AUSA") 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 ofthe merger, AUSA will conduct the entirety ofASTAR's flight operations. ASTAR is implementing this corporate reorganization to position itselfas a more attractive commercial vendor for DHL Express (USA), Inc., an Ohio corporation, ("DHL Express"), ASTAR's largest and most important customer. Accordingly, pursuant to Section 41105, Title 49, United States Code (the "Code"), ASTAR and AUSA (the "JointApplicants") submit thisjoint application for the transfer from ASTAR to AUSA ofASTAR's certificates ofpublic convenience andApplication ofASTARAir Cargo and ASTAR 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. §41102. 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 maybetransferred to and continued byAUSA. In support ofthis application, the Joint Applicants state the following: I. Transfer ofASTAR's Authorities Is Consistent with the Public Interest A. Background ASTAR is a certificated all cargo air carrier holding interstate as well as foreign air transportation certificates ofpublic convenience and necessity, all as more fully described in Exhibit A. ASTAR is a wholly owned subsidiary ofAST 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 ofbusiness 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 ofits 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% ofthe economic interest in Holdings and 24.9% ofthe voting interest in Holdings. DHL Express is entitled to nominate one member to Holdings' four-member Board ofDirectors. For several years, DHL's North American operation failed to achieve acceptable financial results. In May 2008, DHL Express and UPSjointly announced an agreement 2Application ofASTARAir Cargo and ASTAR 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. InNovember 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 theyhad terminated the May 2008 agreement in principle, resulting in DHL Express's continued utilization ofASTAR 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 ofoperations dedicated to business with DHL Express has decreased significantly, from a total of43jet aircraft at the start of2009 to 8jet aircraft today. This decrease in ASTAR's DHL Express-dedicated level ofoperations has resulted in a commensurate decrease in employment at AST AR. ASTAR employed 981 employees at the start of2009; it currently employs 325 employees. Moreover, DHL Express has advised ASTAR (as well as ABX Air, DHL Express's othermajor 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'sbusiness 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. 3Application ofAST ARAir Cargo and ASTARUSA, 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 ofits affiliates pursuant to
a new fee-for-service Air Transportation Services Agreement with Holdings, once Holdings becomes a wholly owned subsidiary ofDHL Express or one ofits 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 TheBDK Group also concluded it wouldbepreferable for them to resume 100 percent ownership ofthe air carrier. 3 To this end, the BDK Group created New ASTAR Holdings, LLC, a Delaware limited liability company that is wholly owned bythe BDK Group, ("New Holdings"), to serve as a business organization holding 100% ofthe membership interest in AUSA. Upon completion ofthe merger ofASTAR with and into AUSA, DHL Express will transfer its entire indirect interest in AUSA to the BDKGroup,
so that upon completion ofthe reorganization, New Holdings, owned 100% bythe BDK Group, will own 100% ofthe membership interests ofAUSA, and DHL Express no longer will hold any ownership interest in AUSA. 4 The reorganization ofAUSA's business not only will enhance AUSA's commercial attractiveness to DHL Express and its affiliates; it also will enhance the long termjob stability ofthe 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% ofNew Holdings' Membership Units. See Exhibit E. 4 As a further part ofthe reorganization, Holdings will become a wholly owned subsidiary ofDHLExpress or one ofits affiliates. Holdings, however, no longer would own shares in any entity that conducts air carrier operations. 4Application ofAST ARAir 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, pennitAUSA to restore employment for some ofthe employees ASTARhas had to terminate. Upon completion ofthe merger ofASTAR with and into AUSA, AUSA's operations will beidentical to those currentlymaintained at AST AR. Ofparticular importance, AUSA will continue to operate under the supervision oftheFAA's Cincinnati Flight Standards District Office ("FSDO"). Thus, AUSA will operate under the same: (1) manuals, (2) fleet, (3) senior management, (4) managementpersonnel 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 byAUSA is the new fee-for-service ATS Agreement with Holdings, which, as discussed previously, AUSA hopes and expects will put AUSA in a strongerposition to expand its business relationship with DHL Express and its affiliates. The Joint Applicants would like to complete the transfer ofoperations from AST ARto AUSA as soon as possible, butbyno later than October 15,2010, which we understand encompasses the period when DHL Express and its affiliates will beplanning its operations for 2011. In past years, ithas been duringthis planningprocess that DHL Express and ASTAR have consulted onDHL Express' level ofoperations requirements for the coming year, and when ASTAR would preparedetailed budget and planning materials to submitto DHLExpress. Forthis year'splanningcycle, AUSA would like therestructured relationship to beinplace as a basis forplanning.
5Application ofASTARAir Cargo and ASTAR USA, LLC for certificate transfer
B. The FAA has agreed to expedite transfer ofASTAR'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 bebased at Cincinnati Airport supervised bythe same FSDO personnel who have been supervising ASTAR. Moreover, all five ofthe key FAA technical qualifying personnel required by 14 C.F.R. §199.65(a) (Directors ofMaintenance, Safety, and Operations, and ChiefPilot and Chief Inspector) currently employed byASTAR have agreed to remain full time employees of AUSA upon final approval bythe 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 ofASTAR's operating certificate from ASTAR to AUSA. C. AUSA will continue to participate in Civil Reserve Air Fleet (CRAF) ASTAR has been a long-standing and valued member ofthe CRAF program, and for many years has been a valued contractor to the United States Department ofDefense, operating under a variety ofcontracts 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 byASTAR. D. The proposed transfer ofASTAR'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 ifthe transfer is consistent with the public interest. In addition, the DOT is 6Application ofAST ARAir Cargo and AST AR USA, LLC for certificate transfer required to report to Congress any such approval, taking into account the effect ofthe transfer on the viability ofeach 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 bythe Part 204.3 materials submitted herewith. Competition in the domestic industry will bepreserved and enhanced bythis transaction, which in practical effect merely continues via a corporate reorganization the air carrier operations currentlyprovided by ASTAR, but by a more efficient entity organized to bettermeet the needs ofits primary customer. Likewise, the U.S. trade position will be enhanced bypermitting the transfer ofASTAR's certificates to a newly created merged entity with stronger long term economic prospects. Finally, given the prospects for growth, expansion and enhanced levels ofemployment at AUSA pursuant to the ATS Agreement, the long term prospects for employment at AUSA are brighter than they would be ifASTAR remained the vendor supplying lift for DHL Express. 

### E. Fitness ofAST AR USA, LLC In making fitness findings, the Department uses a three-part test to determine whether AUSA: (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. 7Application ofASTARAir Cargo and ASTAR 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 ofhighly 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% ofAUSA's operations will be conducted pursuant to a feefor-service agreement with Holdings that is based on continuing the level ofoperations conducted byASTAR for DHL Express since mid-January 2009. Itis 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 ofits 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 of2010 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, ASTAR 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 ofASTARAir Cargo and ASTAR 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 ofproperty and mail. 

### F. General Description ofAUSA AUSA is a limited liability company organized on November 23,2009 under the laws ofthe State ofDelaware. 

### It is a wholly owned subsidiary ofASTAR, which is a wholly owned subsidiary ofHoldings. Upon consummation ofthe merger and related agreements between AST AR and AUSA, AUSA will be wholly owned byNew Holdings, which is wholly owned bythe 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 ofHoldings as well as ASTAR. Upon consummation ofthe merger ofASTAR into AUSA, Messrs. Blum, Dasburg and Klein will resign their Board memberships in Holdings, and no longer will own orhold any stock or equity interest in that company. AUSA's seniormanagement team consists ofJohn Dasburg, Chairman and CEO; Stephen Doyle, President; Gary Hammes, Senior Vice President and ChiefOperating Officer; Pete Blessing, Director ofOperations; Stephen Dodd, ChiefFinancial Officer; and Rob Miller, Vice President Employee Relations. All ofthese individuals are natural born citizens ofthe United States, and all hold similarpositions at ASTAR. 

### G. AUSA's Responses to 14 

### C.F.R. 

### § 204.3 1. AUSA is a limited liability company organized under the laws ofDelaware. A copy ofa Certificate ofGood Standing issued bythe Secretary ofState ofDelaware is attached as Exhibit B. AUSA is a wholly owned subsidiary ofASTAR. AUSA and 

### 9Application ofASTARAir Cargo and ASTAR 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 ofthe United States within the meaning of49 U.S.c. § 40102(a)(15). See Affidavit ofCitizenship, Exhibit C. All ofAUSA's voting interest is owned and controlled byNew Holdings. All ofthe voting interest in New Holdings is owned and controlled bythe BDK Group, whose controlling majority owners, John Dasburg, Richard Blum and Michael Klein, are all natural born citizens ofthe United States. See Order 2004-5-10 (May 13,2004). AUSA's Certificate ofNo Material Fabrication, required by 14 C.F.R. § 204.3(v) is attached as Exhibit 

### G. 4. Upon transfer ofASTAR's certificates ofpublic convenience and necessity, AUSA proposes to continue flying the same routes and level ofoperations for DHL Express or one ofits affiliates that ASTAR currently operates for DHL Express. That pattern ofoperations 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 bythe 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 ofaeronautics. AUSA has a highly experienced management team. The five keytechnical personnel and all key executives are the same ones as from ASTAR. All of 10Application ofAST ARAir Cargo and AST AR USA, LLC for certificate transfer


### these individuals have been an integral part ofthe continuous operations ofASTAR and have many years ofproven expertise in operating a safe and reliable air cargo carrier with DC-8, B727 and A-300 aircraft. The persons required to beidentified pursuant to 14 C.F.R. §204.3(g) as well as those ofthe Chairman and Managing Members, all ofwhom
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). ASTAR is not a publiclyheld entityrequired 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 priorto the filing ofthis certificate transfer application. Accordingly, financial statements for the most recent three years are not attached. 10. There are no outstandingjudgments or actions as set forth in 14 C.F.R. § 204.3 (1) 

### and (m) against AUSA, ASTAR or any oftheir keypersonnel. 11. AUSA will operate eight DC-8 aircraft in its initial year ofservice, five ofwhich
are owned byAUSA, and three ofwhich are to be leased byAUSA from DHLExpress or
one ofits 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, includingthrough the operation ofadditional DC-8 aircraft, orother aircrafitypes, ithas nopresentplans to expandbeyondthe currentlyproposed fleet plan ofeight aircraft. 12. Neitherthe DOTnorthe FAAhas commenced any investigations orenforcement actions orfiled any complaints against AUSA, anykeyAUSApersonnel, orpersons having a substantial interestin AUSA, regarding compliance with thelaws, orders, 11Application ofASTARAir Cargo and ASTAR USA, LLC for certificate transfer regulations orrequirements listed in 14 CFR §204.3(0). To the extent AST AR is a relevant corporation, the investigations and enforcement actions currentlypending against ASTAR are listed in Exhibit! attached hereto. 3. Within the past ten years, no charges ofunfair, deceptive or anticompetitive business practices or offraud, felony, or antitrust violations have beenbrought against AUSA, ASTAR or any oftheir keypersonnel. 14. Neither AUSA nor any ofits keypersonnel has experienced any aircraft accidents
orincidents as defined in 49 C.F.R. §830.2 in the past year or at any time in the past which remain under investigation bythe FAA, the NTSB orbyAUSA. To the extent ASTAR is a relevant corporation, the three incidents ASTAR experienced in the past year
or at any time in the past which remain under investigation bythe FAA, the NTSB or AST AR are listed in Exhibit

### J. ASTAR experienced no accidents in the relevant period. 15. A narrative history ofAUSA is provided at §§ LA. and II.A. supra. 16. The FAA office responsible for ASTAR's Air Carrier Certificate and the issuance ofequivalent authority to AUSA is the Cincinnati FSDO located at 4358 Ferguson Drive Cincinnati, OH 45245. Mr. Brian Bazemore is the contact person and he maybereached at (513) 842-9670. AUSA has been working with the FAA and Mr. Bazemore to facilitate the transfer to AUSA ofASTAR's Operating Certificate authority for its proposed operation. AUSA currentlyhas 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 ATS Agreement. Under well-established Department precedents, AUSA is not 12Application ofASTARAir Cargo and ASTAR USA, LLC for certificate transfer 

### required to have capital sufficient to cover three months ofnormalized 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 ofAgreement 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 offreight and mail and that the transfer ofASTAR's Certificates ofPublic Convenience and Necessity, exemptions and other operating authorizations, ifany, 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 forASTARAir 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.) l3Certificate ofService I hereby certify that I have, this 3rd day ofSeptember, 2010, I caused a copy ofthe foregoing application to be served byelectronic mail orregular 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 dwight.moor@ustranscom.mil gmurphy@crowell.com david.heffeman@wilmerhale.com laura.jackson@wcaa.us ldwasko@erols.com sbaer@Panynj.gov brubinst@Panynj.gov jabreu@miami-airport.com sgardner@goaa.orgRobert W. Kennedy Interim General Manager Department ofAviation Hartsfield

- Jackson Atlanta International Airport PO Box 20509 Atlanta, GA 30320 Timothy E. Zeis ChiefOperating Officer (COO) Kenton CountyAirport 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 ofNew York & New Jersey Administration Building

- Bldg #1 - 2nd Floor One Comad Road Newark, NJ 07114
Thomas J. Kinton, Jr. ChiefExecutive Officer & Executive Director Logan International Airport Suite 200 South One Harborside Drive East Boston, MA 02128-2909

### JOINT APPLICATION OFASTARAIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITSCorrelation 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 OFASTARAIR CARGO, INC. AND ASTAR USA, LLC FORTRANSFER OF CERTIFICATE AUTHORITY



# EXHIBIT A ASTAR USA, LLC ROUTE AUTHORITIES OF ASTAR AIR CARGO, INC. TO BE TRANSFERRED TO ASTAR USA, LLCExhibit A
The Authorities

Authority Route Number Order Number Certificate ofPublic Convenience and 195 81-12-131; 98-7-6 Necessity for Interstate and Overseas Air Transportation Certificate ofPublic Convenience and 692 96-5-9 Necessity (Algeria and Libya) Certificate ofPublic Convenience and Multiple 2006-1-1 Necessity for Blanket Route Integration Certificate ofPublic Convenience and 195F 79-10-16 as Necessity for Various Foreign Points amended byvarious (Hong Kong) orders including 81- 1-30 (Hong Kong) Certificate ofPublic Convenience and 860 2007-7-4 Necessity for Blanket Open Skies Points Certificate ofPublic Convenience and 725 2008-7-15 Necessity for Mexican Points

### JOINT APPLICATION OFASTARAIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITB CERTIFICATE OF GOOD STANDING ASTAR USA, LLC

# t])efaware PAGE 1 

# %e 

# :FirstState

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 OFASTARAIR CARGO, INC. AND ASTAR USA, LLC FORTRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITC AFFIDAVIT OF CITIZENSHIP ASTAR USA, LLC

### CITIZENSHIP AFFIDAVIT

State ofFlorida ) ) 

### County ofMiami-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 ASTAR USA, LLC ("AUSA") 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 ofDelaware. That the President and at least two thirds ofthe managing members and other managing officers ofAUSA are citizens ofthe United States. That at least seventy five (75) percent ofthe voting interests ofAUSA is owned and controlled by citizens ofthe United States. That in Doyle's view, actual control ofAUSA rests with U.S. citizens
Stephen P. Doyle

Subscribed and sworn before me thi01tay of

# tvy-\, 2010

### JOINT APPLICATION OFASTARAIR CARGO, INC. AND ASTAR USA, LLC FORTRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITD PATTERN OF SERVICE ASTAR USA, LLCFLT 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 OFASTARAIR CARGO, INC. AND ASTAR USA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITE ORGANIZATION CHART KEY PERSONNEL AND BIOGRAPHIES UNIT OWNERSHIP

ASTAR USA, LLC**~** 

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# enName

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 ofASTAR 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 ChiefExecutive 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 & KeyBiscayne, 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 ChiefOperating 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 7635439vlPeterBlessing Director of None US. Operations Nils Johnson ChiefInspector None US.
Arthur C. Kegel ChiefPilot 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 ofRichard C. Blum New ASTAR Holdings, LLC None 1046 Spectacular BidDrive Union, KY 41091 None 7310 TurfwayRoad Suite 400 Florence, KY 41042 None 588 Chambers Road Walton, KY 14094 None 7310 TurfwayRoad Suite 400 Florence, KY 41042 None 7310 Turfway Road Suite 400 Florence, KY 41042

Richard C. Blum will hold 2,962 membership units ofNew ASTAR Holdings, LLC through The Richard C. Blum Revocable Trust. This will represent 27.1% ofthe issued and outstanding membership units ofNew ASTAR Holdings, LLC which will be the sole member ofAST 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 ofthe Richard C. Blum Revocable Trust is: The Richard C. Blum Revocable Trust c/o 909 Montgomery Street, Suite 400 San Francisco, CA 94133 ASTAR Air Cargo Holdings, LLC Mr. Blum is currently the owner, through The Richard C. BlumRevocable Trust, of2,962 Class A membership units ofASTAR Air Cargo Holdings, LLC, which constitute a 13.8% economic ownership interest in ASTAR Air Cargo Holdings, LLC. ASTAR Air Cargo Holdings, LLC is the sole shareholder ofASTAR Air Cargo, Inc., a certificated air carrier. Note 2. Relevant stock ownership holdings ofJohn H. Dasburg New AST AR Holdings, LLC John H. Dasburg will hold 3,600 membership units ofNew ASTAR Holdings, LLC. This will represent 32.9% of the issued and outstanding membership units ofNew 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 ofASTAR Air Cargo, Inc., a certificated air carrier. Note 3. Relevant stock ownership holdings ofMichael R. Klein New AST AR Holdings, LLC Michael R. Klein will hold 3,000 membership units ofNewASTAR Holdings, LLC. This will represent 27.4% of the issued and outstanding membership units ofNew 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 7635439vlIn addition, Mr. Klein will hold membership units in New AST AR Holdings, LLC as a trustee for various trusts as follows: Number ofUnits 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 ofLea F. Bourgade 78 0.7% The Irrevocable Trust for the Benefit ofTristan RH Bourgade 78 0.7% The Irrevocable Trust for the Benefit ofJulien Bourgade 78 0.7% The Irrevocable Trust for the Benefit of Mitchell R. Riley 78 0.7% The Irrevocable Trust for the Benefit ofSpencer Riley All beneficiaries are minor children and thus have no business. To the best ofhis knowledge, Mr. Klein believes that each minor child is a U.S. citizen. ASTAR Air Cargo Holdings, LLC Mr. Klein currently is the individual owner of3000 Class A membership units which constitute a 14% economic ownership interest in ASTAR Air Cargo Holdings, LLC. ASTAR Air Cargo Holdings, LLC is the sole shareholder ofASTAR Air Cargo, Inc. a certificated air carrier. In addition, Mr. Klein holds membership units in ASTAR Air Cargo Holdings, LLC as a trustee for various trusts as follows: Number ofClass Number ofClass 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 ofLea F. Bourgade 38 40 0.4% The Irrevocable Trust for the Benefit ofTristan RH Bourgade 38 40 0.4% The Irrevocable Trust for the Benefit ofJulien 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 ofSpencer Riley

US IDOCS 7635439vIBlum Capital Team Page 1of 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 KwanRichard 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 ofthe board ofdirectors ofCB Richard Ellis and is a director on the boards ofdirectorsoftwo other portfolio companies: Fainnont Raffles Holdings International Ud
. and Current Media, LL.C. Mr. Blum is also Co-Chairman

- Asia ofTPG Capital , Co-Founder of Newbridge Capital (now part ofTPG 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 ofthe American Himalayan Foundation and is Honorary Consul to Mongolia and Nepal. Mr. Blum also serves on the Board of Regents ofthe University ofCalifornia and is a member ofthe Advisory Board ofthe Haas School of Business at the University ofCalifornia at Berkeley and a member ofthe Federal Reserve Bank of San Francisco's EconomicAdvisory Council. Mr. Blum has a BA and an MBA from the University ofCalifornia 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 ofthe executive committee.

http://www.blumcapital.comlbio.php?richard

_blum 

### 6/2512010The Regents ofthe University ofCalifornia

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** Ifyou would like to email the Regents, please address your comments to**Regen~Qfflce**

last updated: October 26, 2009 AcaClemlc About tIC Senate Offlce oftile Systemwide**~nt** Home

Regent Richard C. Blum

Appointed: March 12, 2002 Term expires: March 1,2014 Committee memberships (2009-10): As Immediate Past Chairman ofthe Board, Mr. Blum Is ex officio committee member on all committees. Address: Office ofthe 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 ofcalifornia, Berkeley. He was the recipient of UC Berkeley's Haas School of Business Alumnus of the Year Award in 1994 and is a member ofthe Advisory Board ofthe 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 ofthe World Conference on Religion and Peace and Is Founder and Chairman ofthe American Himalayan Foundation and Is a board member ofthe World Wildlife Fund and the Wilderness Society. He Is also a trustee and a member ofthe executive committee ofThe carter Center, founded by former President Jimmy carter. Mr. Blum was appointed as a Regent in 2002 by Governor Davis to a 12-yearterm.

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 ChiefExecutive Officer and co-owner ofASTARAir Cargo, Inc. Previouslyhe was Chairman, President and ChiefExecutive Officer ofBurgerKing Corporation. During his tenure at BurgerKing, he led a turnaround ofthe company that culminated 

### inits 2002 sale. PriortojoiningBurger King Corporation, Dasburg served ten years as President and Chief Executive Officer ofNorthwest Airlines, the world's fourth largestairline. Before his airline career, he served as president ofMarriott's Lodging Group and executive vice president and CFO ofMarriott Corp. As President, he was responsible for the full range ofMarriott's lodgingproducts as well as their development. Hejoined Marriott in 1980. Priorto his tenure atMarriott, he was apartnerwith KPMG, an international CPA firm. He was the recipient ofthe 2001 Horatio Alger Award for Distinguished Americans and a recipient ofthe Commercial Air Transport Laureate Award in 2001. He was named airline industry "Man ofthe Year" in 1994 by Travel Agent magazine and has received numerous awards and recognitions ofbusiness distinction including in 2009, recognition for his contributionto 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 ofFlorida. He servedthree years in the U.S. Navy with one year inVietnam and rose to the rank ofLieutenant Commander 

### in the U.S. Navy Reserves. He is active in civic affairs and has served as a director ofa number offor 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 ofLaw. 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 ofthe Board of Governors ofFlorida university system. He is an honorary member ofFloridaBlue Key.He is a member ofthe board ofThe Travelers Companies where he serves as the lead director and chair ofthe audit committee. He formerly served on the boards ofKLM Royal DutchAirline, NorthwestAirlines and The Mayo Clinic among others. He has written for a number ofpublications including The Journal ofAccounting, The Journal ofTaxation and Op-Ed in The Wall StreetJournal. He authored the chapter "Strategic Shifts at a Turnaround Company" published in "Howto 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(August2009 Ashas been his pattern, Mike is actively engaged in a wide variety ofactivities.

Mike is the Chairman and CEO of The8.lJnlightFOUD@li.Qll, which he co-founded in December 2005, through whichhe and his colleagues are trying to improve the transparency and thus the accountability and performance ofthe Congress. The SunlightFoundation takes its name and raison d'etre from the observation ofLouis Brandeis: "Sunlight is said to he the bestofdisinfectants, electriclightthe best policeman.» The foundation seeks to apply this principle

- thatpeople behave betterwhen they believe they are being observed

- by using 21st Century infonnation technology to make accessible, online through theInternet and open SOUTce software, a raft ofinformation about the members and work ofthe Congress andthose who seek to influence the

Congress
. Sunlighthas vastly increased the ability ofthe working press, bJoggers and ordinary citizens to access and use a vast and growing amount ofinformation, and new software tools to make that information intelligIble. This includes information aboutlobbying andlobbyists, political contributions, entertainment ofour Senators, Representatives and the Staffofthe Congress, the revolving doorinvolving Congressional staft; lobbyists and members. all federal contracts and grants, the sponsorship ofeannaxks, and other similarinformation
.

. Mike is also the Cbairman ofthe Board ofTrustees oftheShake5J)eare Theatre.coow.lID)'
. Since its founding in 1985, the Shakespeare Theatre Company has earned areputation as the nation's leading

force in the presentation and preservation ofclassic theater, presenting Shakespearean and other

classics in an accessible, imaginativeAmerican style that honors playwrights' language and intentions while viewing theirplays through a 2lst-centwy lens
. At its two venues, the Harman Center fur thePerforming Arts and the Landsburg Theater, bothinthe centerofthe nation's capitol, STC presents productions ofits 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, andstimulates an ongoing artistic dialogue thatembraces all ofthe performing arts, and offers education and accessibility programs to engage diverse audiences in the arts. Mike is also the Chairman ofthe Board ofCoStar 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 ofcommercial, retail, industrial andmulti-family structures throughout the United States. GreatBritain, France and elsewhere, together with software tools thatrender thatinformation useful to its subscribers. Itwas his experience at CoStar, providing real time online access to the real

estate industry thatenabled Mike to envision The Sunlight Foundation, as a way to use the same information technology to provide real time online oversight ofCongress and those who seek to influence Congress. [0 addition to these leadership roles, Mike continues his pattern ofinvolvement in several other businesses and Dot-for profitorganizations. In the business world, Mike is actively involved in two otherpublic companies and several nonpublic ventures. He is the Vice Chairman ofthe Board ofDirectors and lead outside directorof TutocPerini.Corporation (fPC on NYSE) a leading intanational constructioncompany, honored by Forbes and others as the best managedpublicly heldconstruction business
. He also serves as lead

outside director and Chairman ofthe Governance Committee ofthe Board ofDirectors ofSM http://www.mikeklein.coml Page 10f2

6125/2010>Mike Klein

,,'

International. Inc. (SRX on NYSE), a leading systems integrator, servingprimarily the federal govermnent, which has formany years been among Fortune Magazine's 100 best companies to work fur
. Hepreviously served as an outside directorofNational Education Corporation (formerly NYSE), Steck-Vaughn Publishing Company (formerlyNASDAQ), and ofRepublic Waste Company

(formerly NASDAQ) all ofwhich were acquired. From J974 through 2005, Mike was apartnerin the law firm Wilmer, Cutler & Pickering, based in Washington, D.C., nowknown as Wilmer Hale. MiJa: is and has been associatedwith amnnber ofDOD-public businesses
. These include !>,S!M Air**CMgo,l!!.~ "**  afreight airline serving DHL, Inc. ofwhich he is a director and owner, a director ofOz Fitness, a chain offitness clubs in the Pacific Northwest, Hewas also the co-founderand Chairman

ofthe Board ofZeoith Gallery, Inc
.a contemporary art and crafts gallery in DC and oftwo of

Washington's finest restaurants: I.ePavillon (1978- 1991) IIDdLe Paradou (2004-2009). In the non-profitworld, Mikehas long also been involved in 8 wide array oforganizations and activities. Currently, these include service as a directorofThe American**I-limal1l)'!!~LEoJ!tld3Ji9 n**  which supports indigenous medical, educational, health and cultural activities tbrougboot Nepal, Tibet, Bhutan in the Himalayanregion, as a memberofthe Board ofDirectors ofboththe NMcr**~lQeJ~nse** & Education Fund and the**Asp.en.M\I si.,<J** **~_al_aJ,1_d...s!tbQQ1** and as amember oftbe Deans Advisory Board ofHarvardLaw SchoolllDd ofthe Committee on University Resources of Harvard University. He also previously served as amemberofthe Board and as President ofthe**PEN.t~Il~r** Foundation, as aboard member-oftwopublic interestlawfinns, the Centerfor Law in the Public Interest and ofAdvocates fur the Public Interest (which he co-foundedand served as Chainnan), of£he Support Center, an advisory supportorganization for Doo-profits generally, and as a member ofthe Board ofTrustees ofthe Univetl!ity ofMiami.

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 ofAST AR Air Cargo. BeforejoiningAST AR in August 2008, Stevepracticed corporate law for 31 years at Wilmer CutlerPickering Hale and DOffin Washington DC. During his 23 years as a partner ofthat finn, Doyle was a member ofboth the Corporate Department and the aviation Department, and for a number ofyears 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 majortransaction matters. He also served as principal legal architect for the Star Alliance ofmajor international passenger airlines, as well as the Amadeus travel distribution system. Hehas also handled mergerand-acquisition transactions andjointventures involving airline catering companies and MRO companies. Doyle came to ASTAR with a wealth ofbackground 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 ofASTAR when they purchased the company in 2003. Doyle graduated from Harvard University and the University ofTexas School ofLaw. Priorto enteringprivate practice, he served as law clerk for Judge Wilfred Feinberg of the United States Court ofAppeals for the Second Circuit, in New York City. Doyle is a memberofthe American Bar Association, the International BarAssociation, and the Bar Association ofthe District ofColumbia.

# A~T.~~ ......"".14 .. ® 

### AIR CARGO 

### Gary Hammes SeniorVice President and ChiefOperating Officer
GaryHammes serves as SeniorVice President and ChiefOperating Officer. Gary has been with the company since 2002 and previously served as SeniorDirector ofaircraft maintenance and engineering. In his 16 years in the industry priortojoining ASTAR, Gary held management positions with Northwest Airlines, where he was the Director ofComponent Maintenance, United Airlines as 737 Fleet Operations Manager, and Evergreen International Aviation as Director ofMaintenancelBusiness Services. Garyhas also served onnumerous industry oversight committees. He is currently a member ofthe Senior Advisory Committee for the AT A andpreviously served as Chairman ofthe Boeing 737 Structures Task Group. He was also a member ofthe ATA Repairs assessment task group steering committee.

### Stephen Dodd VP, ChiefFinancial Officer Stephen Dodd currently serves as VP, CFO for ASTAR Air Cargo based in Miami, FL. Overthe past seven years he has held several positions with the company, most recently as the VP, Treasurer and CIO. Mr. Dodd has been with ASTAR Air Cargo (DHL Airways) since 2003. In his current position, Stephen serves as ASTAR'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 tojoiningAST 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 ofFlorida's Warrington College ofBusiness and a Bachelor ofScience degree in Economics from The Wharton School at the University ofPennsylvania.Rob Miller - Vice President, Employee Relations

Rob Miller serves as Vice President, Employee Relations for ASTAR Air Cargo and oversees humanresources, 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 tojoining ASTAR, Rob worked as an engineer for Kinetics in the pharmaceutical and biotech industries
. He received his MBA from the Warrington College ofBusiness at the University ofFlorida and his BS in engineering from Clemson University
.

# ACT.~~**.-..,.iI4~®** AIR CARGO



### Pete Blessing Director ofOperations (FAR 119.65) Pete Blessing serves as Vice President ofFlight Operations, (which includes Safety and Securityfor ASTAR Air Cargo. Pete has been with the company since 1990. He previously served as the Managing Director ofFlight Operations, Manager of Flight CrewTraining, DC-8 Training Supervisor and airplane Instructor Pilot/Check Airman and B-727 simulator CheckAirman. Petebrings over 40 years experience in the aviation community which includes 29 years ofmanagement and commercial flying and a combined 22 years ofmilitary leadership and flying positions both on active duty and in the reserves.

Following his 10 years ofactive duty with the Navy, Petejoined EasternAirlines in 1978 as a pilotbut quicklyjoined the managementranks. Over the next 11 years he held numerous managementpositions within flight operations, including ChiefPilot, Line CheckAirman and Simulator CheckAirman, 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 strongleadership and management skills were recognized by his selection as Commanding Officer ofPatrol 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 ofScience degree from the University ofScranton.

# A~"'.:6~**.-..,.~~®** AIR CARGO



### Nils Johnson ChiefInspector (FAR 119.65) Nils Johnson serves as Senior Manager, QC/QA & 

### ChiefInspector, 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 ofexperience in commercial aviation, including seven years ofmanagement experience. Priortojoining 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 theATA Airworthiness Committee and a member ofthe FAA Ops Spec Working Group. Nils formerly served on the Board ofDirectors for the CoordinatingAgency for SupplierEvaluation. Nils received a Bachelor ofScience 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**  1h-OC::kL\.

### EXPERIENCE March 2001 May 1997
May 1991 July 1987



### MILITARY March 1965



### EDUCATION

# ASTAii~ AIR CARGO ARTHUR C. KEGEL CIDEFPILOT (FAR 119.65)

ASTAR AIR CARGO B-727 ChiefPilot. 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 otherpositions ofleadership.

Bachelor ofScience Degree in Education


### CERTIFICATES Airline Transport Certificate

# .....---.CTAI~ RCARGO JAMES L. KENNEDY DIRECTOR OFAIRCRAFTMAINTENANCE (FAR 119.65) JOB DESCRIPTION August2000to Present ASTAR Air Cargo (DHL Airways) 236 Wendell H. Ford Blvd. Erlanger, KY 41018-1273 • Director ofAircraft Maintenance-..Performed all duties required by FAR 119.65 and FAR 119.67 fulfilling FAArequirements to hold the FAR 121 and 135 Operational Certificate. Directed all facets ofHeavy and Line Maintenance operations. • Sr. Manager ofAircraft 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 toAugust2000 Air Transport International 2600 Cantrell Rd. Suite 300 Little Rock, Arkansas 72202 Manager ofMaintenance Control • Managed the daily maintenance on all company aircraft
. Prepared reports and performed executive briefon a daily basis. Manager ofLine Maintenance • Managed all aspects ofLine Maintenance, preparedreports, reviewed reliability, and made changes to improve and maintain the aircraft reliability. Maintained the military AMC contract with highreliability at all AMC stations to support the fleet ofDC-8-62 Combi's. Station Manager • Managed daily operations ofDenver station at Denver International Airport. Frequently asked to travel around the system when aircraft were AOG oraircraft were experiencing chronic or safety offlight problems
. Setup and management ofmaintenance stations in Seattle and Hawaii. Setup and operation oftemporary line stations as needed on an annual basis. Training Instructor on DC-8 Flight Control Systems, Advanced Systems, and Run 

### ITaxi
. Base Manager • Responsible for the management ofthe 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.• MemberofHeavy Maintenance Team

- Hangar Representative responsible for'A', "B', and 'C' Checks as well as other drop 

### in maintenanceperformed at Repair Stations Domestic and InternationaL Full RII. June 

### 1991 to March 1993 Zantop International Airlines Macon Municipal Airport, Macon, Georgia Aircraft Mechanic • Performed HeavyMaintenance duties on all types ofaircraft operated by Emery Worldwide, Air Transport International, Airborne Express, UPS, and Zantop International Airlines DC-8's and L-188's. • Member ofthe 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 Centerfor Atmospheric Research L-188 aircraft on an annual basis. December 

### 1989to January 1991 Eastern Airlines Atlanta Hartsfield International Airport, Atlanta, Georgia Line Mechanic • Performed Line Maintenance duties on all types ofaircraft operatedby Eastern Airlines: DC-9, B-727, B-757, A-300, and L-IOll. • Member ofthe Heavy Maintenance SWAT Team. • Limited R.LL 

### EDUCATION Presently attending Embry Riddle School ofAviation Technology, Sharonville, Ohio Honor Student GraduatedDecember1989 Colorado Aero Tech School ofAviation Maintenance Technology, Broomfield, Colorado Graduated1988 Air Academy High School United States Air Force Academy, Colorado Springs, Colorado GraduatedJune 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 QualificationsSCHOOLS DC-9 Familiarization B-727 Familiarization A-300 Familiarization L-l011 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 ofManagement DC-8 Line Replaceable Unit School DC-8 Familiarization (United airlines) Hazmat 

### DC-8-60170 Simulatortraining 

### UAL A300 Avionics HumanFactors (Boeing Flight Safety) MedaTraining (Boeing Flight Safety) Dimensions ofLeadership Dealing 

### with DifficultPeople 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. 50hrs. 40 hrs. 40 hrs. 40hrs. 40 hrs. 40 hrs. 

### 8 hrs. 10 hrs. 8 hrs. 20 hrs. 40 hrs. 80 hrs. 8 hrs. 40 hrs. 8hrs. 

### 8 hrs. 25 hrs. 8 hrs. 

### 8hrs. 8 hrs. 

### 8hrs. 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 ASTARon 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), SimulatorInstructor, Check airman and as Designated Examiner while holding the position ofSecond 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 ofthe ALPA Presidential Committee for Cargo. In 2008, Ken was awarded the Presidential Citation for Safety at the annual ALPA National Safety Forumheld in Washington, D.C. Priortojoining ASTAR, Ken worked for ComairJet 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 ofOhio. He holds a Masters Degree in Business Management from Almeda University. He has attended ALPA Basic Safety School I and II, ALPA Accident Investigation Course, and International Procedures and CRM training at Simuilite and Bombardier. He recently attended the Human Factors course atthe University ofSouthern California.

### JOINT APPLICATION OF ASTARAIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITF ASTARAir Cargo, Inc. Financial Statements Filed Under Seal pursuant to 14 C.F.R. §302.12

### JOINT APPLICATION OFASTAR AIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITG CERTIFICATE OF NO MATERIAL FABRICATION ASTAR USA, LLCCertificate ofNo 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 ofthe 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 orprosecution ofthe 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 OFASTARAIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITH EQUIPMENT CERTIFICATIONAFFIDAVIT ASTAR USA, LLC

### EQUIPMENT CERTIFICATION AFFIDAVIT

State ofFlorida ) ) 

### County ofMiami-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 ASTAR 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 OFASTARAIR CARGO, INC. AND ASTAR 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 PENALTV 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 N770AT. 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 OFASTAR AIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBIT J ACCIDENTS AND INCIDENTS ASTAR AIR CARGO, INC.Exhibit J Incidents experienced by ASTAR Air Cargo, Inc. within past 12 months
Aircraft NS07DH a) Date ofincident: 2/S/2010 b) Type ofFlight: Scheduled 121 domestic all cargo. c) No passengers, 3 crew, no injuries or fatalities. d) Description ofdamage to aircraft: 4 blown tires, LlH Inboard Flap has dent 12" x 10" x )-2". e) FAAlNTSB file numbers/status ofinvestigations: AGL0510003 closed April 29, 2010. f) Positive actions to prevent recurrence: None required. 

## * Cause ofincident

- Anti Skid Control Valve failure which locked up all four tires on left truck. Aircraft NS05DH a) Date ofincident: 5/2/2010 b) Type ofFlight: Scheduled 121 domestic all cargo. c) No passengers, 3 crew, no injuries or fatalities. d) Description ofdamage to aircraft: Left hand Leading Edge Damage repaired using a 22" doubler. e) FAAINTSB file numbers/status ofinvestigations: None provided. f) Positive actions to prevent recurrence: None required. 

## * Cause ofincident

- Bird Strike on departure. Aircraft NS03DH a) Date ofincident: 117/2010 b) Type offlight: Scheduled 121 domestic all cargo. c) No passengers, 3 crew, no injuries or fatalities. d) Description ofdamage to aircraft: Nose Landing Gear Upper Strut Failure, Replaced Nose Landing Gear Assembly. e) FAAlNTSB file numbers/status ofinvestigations: None provided. f) Positive actions to prevent recurrence: None required. 

## * Cause ofincident

- Nose Landing Gear Upper Strut Failure only 2 hour / 1cycle since overhaul. ASTAR Air Cargo, Inc. is awaiting NTSB analysis and recommendations.

### JOINT APPLICATION OFASTARAIR CARGO, INC. AND ASTARUSA, LLC FORTRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITK ASTAR USA, LLC Financial Forecasts Filed Under Seal pursuant to 14 C.F.R. 

# § 302.12

### JOINT APPLICATION OFASTARAIR CARGO, INC. AND ASTARUSA, LLC FOR TRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITL PRE-OPERATINGEXPENSES ASTAR USA, LLCExhibit 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 ASTARAIR CARGO, INC. AND ASTAR USA, LLC FORTRANSFER OF CERTIFICATE AUTHORITY



# EXHIBITM SIGNED COUNTERPART OFAGREEMENT 18900 (OST FORM4523) ASTAR USA, LLCU.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 ofAmerica as a point of origin, point ofdestination, 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 ofthe death, wounding, or other bodily injury ofa 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 ofthe 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 ofthe 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 ofAmerica, 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 ofthe 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 ofthe Department ofTransportation (DOT) by operation of law.) 4. This Agreement may be signed in any number ofcounterparts, 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) 

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