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### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. ) Application of ) ) AIRJAPAN CO., LTD. ) Docket OST-2000-8299 ) for an amended exemption from 49 U.S.C. §41301 ) and a transfer offoreign air carrierpermit ) ) ) Application of ) ) AIRJAPAN CO.,LTD. ) Undocketed ) for an amended statement ofauthorizationunder ) 14 C.F.R. Part 212 ) ) APPLICATION OF AIRJAPAN CO., LTD. Communications with respectto this document should be sentto:

June 7, 2010 Charles J. Simpson, Jr. David M. Endersbee Zuckert, Scoutt & Rasenberger, L.L.P. 888 Seventeenth Street, NW Suite 700 Washington, DC 20006 Tel: (202) 973-7926 Fax: (202) 342-0683 Email: cjsimpson@zsrlaw.com dmendersbee@zsrlaw.com Counsel for AirJapan 

### Co., Ltd. I

_**~** ( .c., j ;

NOTICE: The applicant requests expedited treatment ofthis application. Counsel will poll interested parties and inform the Department ofthe results.BEFORETHE DEPARTMENT OFTRANSPORTATION WASHINGTON, D.C. ) Application of ) ) AIRJAPAN CO.,LTD. ) ) for an amended exemptionfrom 49 V.S.c. §41301 ) and a transfer offoreign air carrierpermit )

) Application of ) ) AIRJAPAN CO.,LTD. ) ) for an amended statement ofauthorizationunder ) 14 C.F.R. Part 212 ) ) Dated: June 7, 2010 Docket OST-2000-8299

Vndocketed

APPLICATION OFAIRJAPAN CO.,LTD.

Pursuantto 49 U.S.C. §§ 40109,41302,41303 and Subparts B and C ofthe Department's Rules ofPractice, Air Japan Co., Ltd. ("AJX") hereby requests an (l) amended exemption from 49 V.S.c. § 41301, (2) a transfer offoreign air carrier permit, and (3) an amended statement of authorization, to reflect the merger ofANA & JP Express Co., Ltd. ("AJV") into AJX. In support ofits application, AJX respectfully states as follows: 1. The applicant's full name and corporate address are: AirJapan Co., Ltd., 15-2, Konan 2-Chome, Minato-ku, Tokyo 108-0075,Japan. The government air transport agency with regulatory authority over AJX is the Ministry ofLand, Infrastructure, and Transport (Civil Aviation Bureau). Its address is 2-1-3, Kasumigaseki, Chiyoda-ku, Tokyo 100-8989, Japan.Application ofAirJapan Co., Ltd. Page 2
2. AJX is a Japanese company and is a wholly-owned subsidiary of All Nippon Airways Co., Ltd. ("ANA"), and it has been providing scheduled combination service since 2001

as a designated non-incumbent combination carrier under Part LB. ofthe 1998 Memorandum of Understanding between the United States and Japan (the "MOU"). AJX's exemption authority permits it to (1) engage in scheduled foreign air transportation ofpersons, property and mail between any point or points in Japan and any point or points in the United States; (2) provide U.S. carrier code-share services on flights operated by Air Japan between points in Japan and points beyond Japan, in connection with U.S. carrier service between the United States and points beyond Japan, via Japan; and (3) conduct charters in accordance with Part 212 rules. See Notice ofAction Taken in Docket OST-2000-8299, June 16, 2008. This authority remains in effect pursuant to the automatic extension provisions ofthe Administrative Procedures Act and Part 377 ofthe Department's regulations, pursuant to a timely-filed renewal application dated June 9, 2009. AJX also holds a statement ofauthorization (undocketed) to wet lease aircraft to ANA for U.S.

- Japan combination service. I 3. OnApril 2, 2010, ANA announced that it was merging AJX with another whollyowned ANA subsidiary, ANA & JP Express Co., Ltd ("AJV"). See Exhibit AJX-l. 

### AN is an all-cargo carrier and had been owned by ANA, Japan Post Service Corporation, Nippon Express Co., Ltd., and Mitsui O.S.K. Lines. To effectuate the merger ofAJX and AJV, ANA acquired all ofthe AJV shares held by these otherentities on April 1, 2010. AJV will be merged into AJX on July 1,2010, leaving AJX as the surviving entity. 4. Following its merger with

### AN,AJX will remain a wholly-owned subsidiary of ANA, and will remain substantially owned and effectively controlled by citizens ofJapan.

I Undocketed, statement ofauthorization 2007-321, in effect pursuantto Part 377.

### Application ofAir Japan Co., Ltd. Page 3


### 5. AJV holds a foreign air carrier permit authorizing it to engage in scheduled foreign air transportation ofproperty and mail between any point orpoints in Japan and Chicago, Illinois, via a technical stop at Anchorage, Alaska, and to perform charter foreign air transportation ofproperty and mail between any point or points in Japan and any point or points in the United States. Order 2006-11-17. AJV is the designated non-incumbent all-cargo airline under the Part II.B.l(f) ofthe MOU. See Application ofAll Nippon Airways Co., Ltd. for an Amendment ofits Foreign Air CarrierPermit, fn. 3, Dec. 15,2006 (Docket OST-2006-26649). 6. In connection with the merger of AJX and AJV, AJX understands that the Government ofJapan will designate AJX as the Part II.B.l(f) non-incumbent all-cargo airline under the MOU, in place of AJV. AJX will retain its designation as a non-incumbent combination airline under Part I.B ofthe MOD. AJX will also retain its AOC, issued by the Ministry ofLand, Infrastructure, Transport and Tourism ("MLIT"). See Exhibit AJX-2. MLIT has informed AJX that its existing AOC is sufficiently broad to encompass additional all-cargo operations. 7. AJX, therefore, requests that the Department promptly amend AJX's existing exemption authority to permit it to engage in scheduled foreign air transportation ofproperty and mail between any point or points in Japan and Chicago, Illinois, via a technical stop at Anchorage, Alaska, and to perform charter foreign air transportation of property and mail between any point or points in Japan and any point or points in the United States. AJX also requests that AJV's permit encompassing this authority be transferred to AJX. 8. AJX also requests an amendment of its existing statement of authorization to include the long-term wet lease ofB767-300 freighters to ANA, for ANA all-cargo operations between the U.S. and Japan. These aircraft were previously wet leased to ANA by AJV

### Application ofAir Japan Co., Ltd. Page 4 

### (undocketed statement ofauthorization 2010-94, June 1,2010), and following the merger will be leased to ANA by AJX, in addition to AJX's existing wet lease ofaircraft to ANA for ANA's combination services betweenthe U.S. and Japan. 9. Grant ofthis application is in the public interest, as it will allow AJX to continue the all-cargo operations currently operated by AJV pursuant to the MOU and authority granted by the Department, whichprovide valuable shipping opportunities in boththe U.S. and Japan. 10. Grant ofthis application will not significantly affect the environment and does not require the preparation ofan environmental impact statement. Similarly, AJX's operations to the United States will involve annual fuel consumption of less than ten million gallons. Accordingly, grant ofthis application will not be a "major regulatory action" under the Energy Policy and ConservationAct of 1975, as defined in 14 C.F.R. § 313.4(a)(1). 11. AJX respectfully requests that the Department consider this application on an expedited basis, so that AJX may excercise the full range ofrequested authority under the MOU

as ofJuly 1, 2010. AJX will poll the counsel for carriers served with a copy ofthis application to determine whether there are any objections to the application and will inform the Department of the results as soon as possible.

### Application ofAir Japan Co., Ltd. Page 5 

### WHEREFORE, Air Japan Co., Ltd. requests that the Department grant its request for an amended exemption, transfer of foreign air carrier permit, and amended statement of authorization, as more fully set forth above. Air Japan also requests such further, different, and additional reliefas the Department may deem appropriate.

June 7, 2010 Respectfully submitted,

David M. Endersbee Zuckert, Scoutt & 

### Rasenberger, L.L.P. 888 Seventeenth Street, NW Suite 700 Washington, DC 20006 Tel: (202) 973-7926 Fax: (202) 342-0683 Email: cjsimpson@zsrlaw.com dmendersbee@zsrlaw.com Counsel for AirJapan Co., Ltd.CERTIFICATE OF SERVICE I hereby certifythat on this 

### i h day ofJune, 2010, a copy ofthe foregoing Application of AirJapan Co., Ltd. was served by electronic mail and/orfirst-class mail, postage pre-paid, onthe following: Jeffrey Manley SeniorAdvisor

- Regulatory Affairs United Air Lines, Inc. 1025 ConnecticutAvenue, N.W. Suite 1210 Washington, DC 20036 jeffrey.manley@united.com

R. Bruce Keiner, Jr. Counsel for Continental Airlines

and Continental Micronesia Crowell & Moring LLP 1001 PennsylvaniaAvenue, N.W. Washington, D.C. 20004 rbkeiner@crowell.com

Carl B. Nelson, Jr. Associate General Counsel American Airlines, Inc. 1101 Seventeenth Street, N.W. Suite 600 Washington, D.C. 20036 carl.nelson@aa.com

Alexander VanDerBellen JeffMorgan SamettaC. Barnett DeltaAir Lines 1212 New York Avenue, NW Suite 200 Washington, D.C. 20005 Sascha.vanderbellen@delta.com sametta.c.barnett@delta.com Jeff.morgan@delta.com David L. Vaughan Danielle Fisher Counsel for United Parcel Service Kelley Drye Collier Shannon 3050 K Street, N.W. Suite 400 Washington, D.C. 20007 dvaughan@kelleydrye.com dfisher@kelleydrye.com Hershel I. Kamen StaffVice President

- International and

Regulatory Affairs DanWeiss Continental Airlines, Inc. and

Continental Micronesia GovernmentAffairs-8th Floor 1600 Smith Street Dept. HQSGV Houston, TX 77002 hkamen@coair.com dan.weiss@coair.com Kevin P. Montgomery PeterBeckett PolarAir Cargo, Inc. 1747 PennsylvaniaAvenue, N.W. Suite 875 Washington, D.C 20006 kevin.montgomery@polaraircargo.com peter.beckett@polaraircargo.com John M. Allen Director Flight Standards Service Federal Aviation Administration 800 Independence Avenue, S.W. Room 821 Washington, D.C. 20591 john.allen@faa.govJonathan B. Hill Counsel for HawaiianAirlines Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W. Suite 800 Washington, DC 20036-6802 jhill@dlalaw.com

G. Bailey Leopard Angeline Garbuzinski Legal and Regulatory Affairs Federal Express Corporation 3620 Hacks Cross Road Building B, 3rd Floor Memphis, TN 38125 anbird@fedex.com gbleopard@fedex.com John Palo Vice President, Planning Military and Government Evergreen International Airlines, Inc. 3850 Three Mile Lane McMinnville, OR 97128 john.palo@evergreenairlines.com charters@evergreenairlines.comANA Press Release AJXAOC TABLE OF EXHIBITS

Exhibit AJX-l Exhibit

### AlX-2ExhibitAJX-I

ANA Press ReleaseApril 2, 2010 Company Name: ALL NIPPON AIRWAYS CO., LTD. President and CEO: Shinichiro Ito (Code number: 9202, First Section of the Tokyo Stock Exchange and Osaka Securities Exchange) Contact: Director, General Administration, Yasuo Tanji (Tel. +81-3-6735-1001)
Notice ofMergerofConsolidated Subsidiaries

The Company hereby announces that, in a decision made at a meeting ofits Board ofDirectors held on April 2, 2010, two ofits consolidated subsidiaries, namely, AirJapan Co., Ltd. ("AJX") andANA & JPExpress Co., Ltd. ("AJV"), will merge, as noted below:

1. Objective ofthe Merger In accordance with the ANA Group FY2010-2011 Corporate Strategy announced on March 19, 2010, and in response to the changing environment of the airline industry overall, the two companies in question, both ofwhich operate Boeing767 aircraft, will merge in orderto build a more flexible operating structure and streamline theiroperations.

2. Outline ofthe Merger (1) Merger schedule* March 25, 2010 April 2, 2010

April 16,2010 (anticipated) July 1, 2010 (scheduled) Mergerplaced on agenda at ordinary meeting ofthe Company's BoardofDirectors AJXlAJV mergerresolution voted on at an extraordinary meeting oftheBoard ofDirectors AJXIAJV merger agreement signed Approval ofAJXIAJV merger at extraordinary meeting ofshareholders AJXJAJV mergerdate (effective date) *Subject to the approval ofreievant government agencies (2) Method ofmerger This will be an acquisition and merger, with AJX the surviving company; AJV will be dissolved. (3) Allocation ofshares related to merger The Company acquired the AJV shares held by Japan Post Service Co., Ltd., Nippon Express Co., Ltd. and Mitsui O.S.K. Lines, Ltd. as ofApril 1,2010. As a result, as ofthe scheduled effective date, both companies in the merger will become wholly-owned subsidiaries ofthe Company, and there will thus be no issue ofnew sharesorpayment offunds resulting from the merger. (4) Handling of the extinct company's new share warrants and corporate bonds with preemptive rights AJV, the extinct company, has issued no new share warrants or corporate bonds with preemptive rights.

3. Overview ofthe Parties to the Merger (as ofDecember 31,2009)



### CD 

### ® @ @ @ @ (J) @ 

### ® @l @ @ Surviving Company Extinct Company Company Air Japan Co., Ltd. (AJX) ANA& JP Express Co., Ltd. (AN) Name Business Air transport, etc. (passengers/cargo) Air transport, etc. (cargo) Established June 29, 1990 February 1,2006 Headquarters 1-5-2 Higashi Shimbashi, Minato-ku, 1-5-2 Higashi Shimbashi, Minato-ku, Tokyo Tokyo Representative Mitsuhiko Ota, President and Tadakazu Seino, President and Representative Director Representative Director Capitalization 50 million yen 80 million yen Fiscal Year Ends in March Ends in March Total Shares 1,000 shares 2,520 shares Outstanding NetAssets 640 million yen 57 million yen Total Assets 1,412 million yen 1,891 million yen Employees* 411 207 Major All NipponAirways Co., Ltd. 100% All NipponAirways Co., Ltd. 51.7% shareholders Japan Post Service Co., Ltd. 33.3% and percentage Nippon Express Co., Ltd. 10.0% held Mitsui O.S.K. Lines, Ltd. 5.0% *Includes temporary employees. Includes employees transferred to the company, but not those transferred externally.

4. Post-Merger Status



### CD Company Air Japan Co., Ltd. Name ® Business Air transport, etc. (passengers/cargo) @ Established June 29,1990 @ Headquarters 1-5-2 Higashi Shimbashi, Minato-ku, Tokyo @ Representative Shunichi Kobayashi, President and Representative Director @ Capitalization 50 million yen (J) Fiscal Year Ends in March

5. Impacton Business Results As the merger involves an acquisition and merger between two wholly-owned subsidiaries of the Company, the impact on the Company's consolidated business results will be minor.Exhibit AJX-2



### AJXAOC

### OO±xim/ Ministry ofLand, Infrastructure, Transport and Tourism 

### _*ffI'iJWiE Air 0 rator Certificate

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# _____-----------**~f,tW'tts~t~§lf(~PJlJ!!!et** KOKUKUJI 217 MinistIy ofLand, Infrastructure, Contact details, at which Transport and Tourism operational management can becontactedwithout ondue delay,

are listed in attachment to this document.**~** 0)£1.:;**)ZJj:~~&atEm** 0) :rExpiry Date OperatorName,Address,Telephone, Type ofaircraft authorized for use

## -:'-O)-*~OF~lfruUf~-.~t¥**'~~~':.ff.=r:7::'-~-Y;~~-------****~::.:.:{:;?it76i*WfI~r---­****PTIDEO)iI~;:t.xfj:¥f5tMiOt ~fE~6T§**  7.m:5 6% Boeing 767 series It

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### -z'O)rdL**::ff~ ~** **1Itlm~%:** 03-6735-5900 

### T Q 0**77j1~A1If%** ; 03-6735-5902 This certificate is remain in Air Japan CO.,LTD effect until superseded by a 7-56, Higashikojiya 6-chome, new Air Operator Certificate. Ota-ku,Tokyo,JAPAN TEL;+81-3-6735-5900 FAX;+81-3-6735-5902

### ••**~**

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### Operational Points of Contact



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### Operator Name : AirJapan CO.,LTD.


### Operational Points of Contact**~B*~.**~~t±*****~v-~3~~m~ ~m:.~~~m~~W~~3-3-2** **.~.~:03-5757-5300 ?Y~?A.~:03-5757-5656** 



### ALL NIPPON AIRWAYS GO. ,LTD. Operation 

## & Airport Services Address: 3-3-2, Hanedakuko,Ota-ku, Tokyo, JAPAN TEL: +81-3-5757-5300 FAX: +81-3-5757-5656