\\DC - 027074/000001 - 4561489 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of ANTONOV AIRLINES for an emergency exemption pursuant to 49 U.S.C. § 40109(g) ) ) ) ) ) ) Docket DOT-OST-2013-_______

APPLICATION OF ANTONOV AIRLINES FOR AN EMERGENCY EXEMPTION

Communications with respect to this document should be sent to: Sheryl R. Israel HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 8898 sheryl.israel@hoganlovells.com Counsel for ANTONOV COMPANY t/a ANTONOV AIRLINES

April 15, 2013

NOTICE: THIS APPLICATION IS BEING FILED PURSUANT TO THE EMERGENCY

EXEMPTION PROCEDURES OF 14 C.F.R. § 302.311, WHICH AUTHORIZE THE DEPARTMENT TO ACT ON EMERGENCY EXEMPTION REQUESTS IMMEDIATELY. ANY PERSON INTERESTED IN FILING AN ANSWER IS REQUESTED TO DO SO IN THE ABOVE DOCKET IMMEDIATELY. COPIES OF THE SUBMISSION SHOULD BE SERVED ON THE PERSONS LISTED ABOVE AND ON THE ATTACHED SERVICE LIST.\\DC - 027074/000001 - 4561489 v1 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of ANTONOV AIRLINES for an emergency exemption pursuant to 49 U.S.C. § 40109(g) ) ) ) ) ) ) Docket DOT-OST-2013-_______

April 15, 2013 APPLICATION OF ANTONOV AIRLINES FOR AN EMERGENCY EXEMPTION
Antonov Company t/a Antonov Airlines (“Antonov”) hereby applies for an emergency exemption pursuant to 49 U.S.C. §§ 40109(g) and 41703(c), to permit Antonov to operate a single one-way all-cargo charter flight transporting two outsized aircraft wing panel shipping frames, plus ancillary equipment, from Detroit, Michigan to Ontario or Riverside, California1 on or about April 19, 2013, 2 using its AN-124-100 aircraft. Antonov respectfully requests expedited consideration and immediate approval of this application to address a pressing commercial requirement of The Boeing Company (“Boeing”). In support of this application, Antonov states the following: 1. Antonov is a foreign air carrier that holds exemption authority to conduct charter all-cargo foreign air transportation between Ukraine and the United States, and between the United States and third countries pursuant to 14 C.F.R. Part 212. See Notice of Action Taken dated October 12, 2005 (Docket DOT-OST-1996-1454).

1 Although the original intention was to operate this flight to Riverside, CA, the current plan is to operate the flight to Ontario, CA due to operational restrictions at Riverside.
2 Antonov requests that the exemption remain effective through April 21, 2013 to account for unforeseen production or flight delays.Application of Antonov Airlines Page 2

\\DC - 027074/000001 - 4561489 v1 2. Boeing Commercial Aircraft has chartered Antonov to transport two outsized aircraft wing panel shipping frames from Detroit to Ontario or Riverside to meet production line deadlines. These frames are needed to secure wing panels that will subsequently be transported to Boeing’s production facilities in Everett, Washington. Boeing has requested that Antonov transport the aircraft wing panel shipping frames on or about April 19, 2013. The measurements of the units are: (a) 453” x 164” x 8”, 2,500 lbs.; and (b) 288” x 164” x 6”, 1,400 lbs. Pieces of these lengths and widths cannot be accommodated by any freighter aircraft operated by U.S. carriers. As a result, the frames need to be transported using Antonov’s AN-124-100 aircraft. 3. As explained in the attached support letter from Boeing, air transportation of these aircraft wing panel shipping frames from Detroit to Ontario or Riverside is necessary for subsequent shipment of wing panels to the Boeing production facilities in Everett. Transportation of the aircraft wing panel shipping frames by AN-124-100 is necessary to minimize shipping time and ensure that Boeing production line activities and aircraft deliveries will not be unduly delayed. Failure to deliver the frames on time would impose severe financial penalties on Boeing and its customers. 4. This application meets all of the relevant criteria for the grant of an exemption under 49 U.S.C. § 40109(g):

a. Grant of this application is in the public interest. Transportation of the aircraft wing panel shipping frames by air will allow a major American airplane manufacturer to maintain production line activities as efficiently as possible and meet airplane delivery commitments to its customers. Surface transportation of the frames is not an economical or desirable option given the distance between Michigan and California, coupled with the complications and permitting requirements associated with the truck movement of such large units. Boeing must take every possible step to avoidApplication of Antonov Airlines Page 3

\\DC - 027074/000001 - 4561489 v1 production line delays and meet its delivery commitments. Accordingly, it is critical that Antonov be authorized to use an AN-124-100 aircraft to address Boeing’s requirements and deliver the aircraft wing panel shipping frames to California without delay.

b. Approval of the requested exemption authority is necessary to enable Antonov to respond to an emergency created by unusual circumstances. Boeing needs to transport large aircraft wing panel shipping frames from Detroit to Ontario or Riverside to enable subsequent wing panel deliveries to Boeing’s production facilities in Everett, Washington. The sheer size of each frame, coupled with the distance between Michigan and California, forecloses the possibility of transporting these units on a reasonably timely basis using surface transportation. In order to avoid unnecessary and costly delays, the aircraft wing panel shipping frames need to be shipped by air, and because no civil aircraft operated by U.S. carriers are capable of carrying such outsized
cargo, 3 the only way to resolve this emergency is for the aircraft wing panel shipping frames to be transported using an AN-124-100 aircraft.

c. Thus, grant of this exemption application is necessary to avoid unreasonable hardship for the traffic at issue. Simply put, unless the application is granted, the transportation of the aircraft wing panel shipping frames from Detroit to Ontario or Riverside will be unnecessarily delayed, adversely impacting Boeing’s production line and commercial aircraft customers. 5. Antonov's fitness and ability to carry out the proposed transportation has been amply demonstrated through its conduct of numerous outsized cargo charter operations over the past several years. By DOT Order 91-10-11, Antonov was first

3 Counsel for Antonov will contact the U.S. operators of large all-cargo aircraft set forth in the service list attached to this application to verify that each carrier cannot accommodate the cargo and does not oppose the grant of this application, and will promptly notify the Department of the polling results.Application of Antonov Airlines Page 4

\\DC - 027074/000001 - 4561489 v1 issued exemption authority jointly with Air Foyle Ltd., and has operated numerous outsized cargo charters to and from the United States since 1991. As noted above, Antonov holds independent exemption authority last renewed by Notice of Action Taken dated October 12, 2005. 6. Grant of this application is consistent with Department precedent. The Department has previously granted emergency exemption authority to permit Antonov to conduct commercial flights between U.S. points on numerous occasions where AN-124-100 aircraft were similarly needed to deliver outsized cargo, including Boeing airplane and engine products, on an emergency basis. In these instances, the Department has consistently found that approval of such requests is in the publicinterest. See, e.g., Notice of Action Taken dated March 12, 2013 (Docket DOT-OST2013-0047); Notice of Action Taken dated October 11, 2002 (Docket DOT-OST-2002- 13572); Notice of Action Taken dated August 28, 2002 (Docket DOT-OST-2002-13252);DOT Order 98-3-9; Notice of Action Taken dated December 24, 1997 (Docket DOTOST-1997-3284). 7. Section 302.311 of the Department's Procedural Regulations provides that the Department can act on an emergency exemption application immediately. In light of the exigent circumstances, Antonov respectfully requests expeditious processing and the immediate grant of this emergency exemption application in order to provide assurances to Boeing that Antonov will be permitted to transport these aircraft wing panel shipping frames on or about April 19, 2013, as required.Application of Antonov Airlines Page 5

\\DC - 027074/000001 - 4561489 v1 WHEREFORE, for the foregoing reasons, Antonov respectfully requests that theDepartment issue an emergency exemption permitting Antonov to operate a single oneway all-cargo charter flight transporting two outsized aircraft wing panel shipping frames, plus ancillary equipment, from Detroit, Michigan to Ontario or Riverside, California, April 19-21, 2013, as described herein, and grant such other and further relief as the Department deems to be consistent with the public interest.

Respectfully submitted,

_______________________________ Sheryl R. Israel HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 8898 sheryl.israel@hoganlovells.com Counsel for ANTONOV COMPANY t/a ANTONOV AIRLINES

## To whom it may concern,

This letter confirms the requirement for an outsized cargo aircraft charter in support of shipping aircraft parts to Boeing Everett production. Because of time constraints related to meeting the production schedule and the oversized dimensions of the parts and shipping fixtures, the Boeing Company has an immediate need for an air charter. We have explored and eliminated all other conventional movement methods including air freight, over the road trucking and rail transportation. Air charter is the only method that can meet our deadlines and not delay the production line. The AN124 is the only aircraft capable of handling this size of parts. The charter is required on or about 19April 2013 from Detroit , MI to Riverside , CA
Regards , 

# Kyle Burns Kyle Burns , Transportation Focal The Boeing Company\\DC - 027074/000001 - 4561489 v1 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Application of Antonov Airlines for an Emergency Exemption has been served this 15th day of April, 2013, upon each of the following addressees: rsilverberg@sgbdc.com; jrichardson@johnlrichardson.com; JCanny@amerijet.com; rpommer@atlasair.com; john@mietuslaw.com; sascha.vanderbellen@delta.com; sametta.c.barnett@delta.com; ranjit.seth@evergreenairlines.com; charters@evergreenaviation.com; anbird@fedex.com; sllunsford@fedex.com; Msinick@ssd.com; matwood@cozen.com; lstauffer@wallaceair.com; nwallace@wallaceair.com; JUDY@lac.lynden.com; gwhite@lynden.com; enisson@nac.aero; kevin.montgomery@polaraircargo.com; agoerlich@ggh-airlaw.com; dan.weiss@united.com; steve.morrissey@united.com; mlbenge@zsrlaw.com; pdoell@naca.cc; William.S.Schweizer@faa.gov; herb.herzog@faa.gov; patrick.crowley@faa.gov

Jonathan Echmalian