1 BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

_________________________________________ )

Application of )

)

AirBridgeCargo Airlines LLC )

) Docket OST

- 2007

- 28233

for amendment of foreign air carrier permit ) Docket OST

- 2007

- 28234

pursuant to 49 U.S.C. § 41301 )

and exemption pursuant to 49 U.S.C. § 40109 )

_________________________________________ )

APPLICATION OF AIRBRIDGECARGO AIRLINES LLC

FOR AMENDMENT OF FOREIGN AIR CARRIER PERMIT & EXEMPTION

Communication with respect to this document should be addressed to:

Sergey A

. Lazarev Artem Tarasenko

Director General Volga Dnepr

- Unique Air Cargo, Inc

AirBridgeCargo Airlines LLC 9400 Grogan’s Mill Road,

17

- 4 Krylatskaya Street Town Center Plaza, Suite 220,

Moscow, Russia, 121614 The Woodlands, TX USA

Phone 832 585

- 8611

Fax 832 585

- 8618

artem@volga

- dnepr.us

Designated Agent for AirBridgeCargo Airlines, LLC

DATED : April 6, 201 5

Notice: Any persons who wish to support or oppose this application must file an answer

and serve that answer on above

- named agent and all persons served with this application.

Answers to the exemption application are due on or before Ap ril 2 1 , 201 5 and answers to

the permit application amendment are due no later than April 2 7 , 201 5

.2 BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

_________________________________________ )

Application of )

)

AirBridgeCargo Airlines LLC )

) Docket OST

- 2007

- 28233

for amendment of foreign air carrier permit ) Docket OST

- 2007

- 28234

pursuant to 49 U.S.C. § 41301 )

and exemption pursuant to 49 U.S.C. § 40109 )

___________________ ______________________ )

APPLICATION OF AIRBRIDGECARGO AIRLINES LLC

FOR AMENDMENT OF FOREIGN AIR CARRIER PERMIT & EXEMPTION

Pursuant to 49 U.S.C. § 41301, 14 C.F.R. Part 211, and the Department’s Rules of

Practice (14 C.F.R. Part 302) AirBridgeC argo Airlines LLC (hereafter “ABC” or

“AirBridgeCargo”) hereby applies for an amendment of its Foreign Air Carrier Permit to engage

in scheduled foreign air transportation of property and mail between a point or points in the

Russian Federation, on the one hand, via intermediate points, and Houston, Texas; New York,

New York; Atlanta, Georgia; Chicago, Illinois; Miami, Florida; Dallas/Fort Worth, Texas; Los

Angeles, California; and Anchorage, Alaska, on the other hand, and beyond. Pursuant to 49

U.S.C. § 40 109 AirBridgeCargo hereby also applies for an exemption from the requirements of

49 U.S.C. § 41301 and such other statutes the Department’s Regulations may require, to engage

in scheduled foreign air transportation of property and mail between a point or p oints in the

Russian Federation, on the one hand, via intermediate points, and Anchorage, Alaska, on the

other hand, and beyond. ABC intends to start operating the requested services on April 25 , 201 5

.3 ABC respectfully requests this application be processe d under the streamlined regulatory

procedures for licensing US and foreign air carriers set forth in the Notice dated August 23, 2005

(Docket OST

- 2005

- 22228).

In support of this application and pursuant to 14 C.F.R. § 211.21, ABC states as follows:

1. By Orde r 2008

- 2

- 19 (Feb. 13, 2008), the Department issued a foreign air carrier permit to

ABC authorizing it to engage in (1) scheduled foreign air transportation of property and mail

between a point or points in the Russian Federation, on the one hand, via inter mediate points,

and Houston, Texas; New York, New York and Atlanta, Georgia, on the other hand, and

beyond to a point or points in the Western Hemisphere; (2) charter foreign air transportation

of property and mail between any point or points in the Russia n Federation and any point or

points in the United States, as well as other charter trips in foreign air transportation, subject

to the terms, conditions, and limitations of the Department’s regulations governing charters.

2. By Order 2011

- 9

- 15 (Sep. 20, 2011 ), the Department awarded to ABC the amended foreign

air carrier permit authorizing it to engage in (1) scheduled foreign air transportation of

property and mail between a point or points in the Russian Federation, on the one hand, via

intermediate points, and Houston, Texas; New York, New York; Atlanta, Georgia; and

Chicago, Illinois, on the other hand, and beyond; and (2) charter foreign air transportation of

property and mail between any point or points in the Russian Federation and any point or

points i n the United States, as well as other charter trips in foreign air transportation, subject

to the terms, conditions, and limitations of the Department’s regulations governing charters.

3. By Order 2013

- 9

- 8 (Sep. 10, 2013), the Department awarded to ABC the am ended foreign

air carrier permit authorizing it to engage in (1) scheduled foreign air transportation of

property and mail between a point or points in the Russian Federation, on the one hand, via

intermediate points, and Houston, Texas; New York, New York ; Atlanta, Georgia; Chicago,

Illinois; Miami, Florida; Dallas/Fort Worth, Texas; and Los Angeles, California, on the other

hand, and beyond; and (2) charter foreign air transportation of property and mail between any4

point or points in the Russian Federati on and any point or points in the United States, as well

as other charter trips in foreign air transportation, subject to the terms, conditions, and

limitations of the Department’s regulations governing charters.

4. ABC is a Limited Liability Company organize d and registered as a legal entity on February

12, 2005, under the applicable laws of the Russian Federation. As a legal entity ABC is a part

of the Volga

- Dnepr Group of Companies. 51 % of АВС is owned by Volga

- Dnepr

- Moscow

LLC, a Russian company of Volga

- Dnepr Group, and 49 % of ABC is owned by Volga

Dnepr Logistics B.V., a company registered in the Netherlands. See Exhibit ABC

- 3. АВС

holds an Operator’s Certificate from the Ministry of Transport ation of the Russian Federation

which authorizes АВС to oper ate domestic and international commercial air transportation

services. See Exhibit ABC

- 4.

5. The air transport authority of the Government of the Russian Federation having regulatory

jurisdiction over АВС is:

Federal Air Transport Agency

of the Ministry of Tr ansportation of the Russian Federation

37 Leningradsky Prospect, Bldg 2

125993

, Moscow, Russian Federation

6. АВС requests amendment of its Foreign Air Carrier Permit to engage in scheduled foreign

air transportation of property and mail between a point or p oints in the Russian Federation,

on the one hand, via intermediate points, and Houston, Texas; New York, New York;

Atlanta, Georgia; Chicago, Illinois; Miami, Florida; Dallas/Fort Worth, Texas; Los Angeles,

California ; and Anchorage, Alaska, on the other h and, and beyond. ABC also requests

exemption from the requirements of 49 U.S.C. § 41301 and such other statutes the

Department’s Regulations may require, to engage in scheduled foreign air transportation of

property and mail between a point or points in th e Russian Federation, on the one hand, via

intermediate points, and Anchorage

, Alaska , on the other hand, and beyond.

7. ABC will utilize Boeing 747 all

- cargo aircraft for its proposed U.S. operations or such other

aircraft as it may have or acquire to conduc t the proposed operations. All of the aircraft ABC5

intends to operate to the United States are registered in Bermuda and are maintained by

qualified engineering personnel holding the appropriate certificates for technical

maintenance. Both the Russian Fede ration as the State of Operator, and Bermuda as the State

of Registry of ABC’s aircraft, are contracting states to the Convention on International Civil

Aviation (“ICAO”). АВС ’s maintenance program complies with Annexes 1, 6 (Part 1) and 7

of the Conventio n on International Civil Aviation (“ICAO”). In addition, ABC’s aircraft

conform to respective type designs approved by the state of manufacturer and have been

issued civil airworthiness certificates in accordance with the provisions of ICAO Annex 8.

Respo nsibilities for the oversight of the airworthiness of ABC’s aircraft are shared by civil

aviation authorities of the Russian Federation and Bermuda in compliance with Article 83 bis

of the Convention on International Civil Aviation.

8. Attached at Exhibits АВС

- 1 through АВС

- 10 are responses to the evidentiary requests found

in 14 C.F.R. § 211.21 of the Department’s Regulations.

9. АВС has been designated by the Government of the Russian Federation to perform the

requested foreign air transportation services be tween the U.S. and Russia as is required by 49

U.S.C. § 41302(2)(A). Designation of ABC has been transmitted by the Government of the

Russian Federation to the Government of the United States through diplomatic channels.

See Exhibit ABC

- 8.

On January 14 , 1994, The Government of Russia and the Government of the United States

concluded an Air Transport Agreement between the Government of the United States and the

government of the Russian Federation (“U.S.

- Russia Air Transport Agreement”)

On April 3, 1999, the Government of the Russian Federation and the Government of the

United States concluded a Protocol on annexes to the U.S.

- Russia Air Transport Agreement.

On February 13

- 14, 2013, delegations representing the United States of America and the

Russian Fed eration, agreed, ad referendum, on a Protocol with attached Annexes to replace

the Annexes to the U.S.

- Russia Air Transport Agreement. The current Annexes permit the6

designation of up to nine combination or all

- cargo airlines from the Russian Federation, t o

operate scheduled international air transportation services on the specified routes for

scheduled services.

10. АВС is qualified to operate to the United States. АВС has a Family Assistance Plan on file

with the DOT and NTSB, submitted on October 30, 2007, t he Plan remains current and in

effect. As this application and exhibits demonstrate, АВС has assembled an experienced

team of individuals to manage and develop the unique market opportunities associated with

the establishment of its U.S. service.

11. A grant of the requested authority would be consistent with the bilateral aviation

undertakings of the United States with the Russian Federation. As such, a grant of ABC’s

request would be in keeping with the Department’s long

- stated policy that provision for

au thority under an air transport agreement is prima facie evidence that grant of permit

authority is in the public interest. E.g. Application of Aerovias Venezolanas S.A

.

(“Avensa”), Order 86

- 8

- 88, Application of Singapore Airlines Limited , Order 85

- 10

- 16;

Application of Singapore Airlines , Order 83

- 3

- 132; Application of Fast Air Carrier Ltd ;

Order 82

- 2

- 66, Application of China Airlines , Order 80

- 12

- 117.

12. A grant of ABC’s application would not constitute a “major regulatory action” under 14

C.F.R. Part 313. Specifically, ABC’s annual fuel consumption will not exceed 10 million

gallons. Thus, a grant of the permit application will not constitute a “major regulatory

action” within the meaning of Section 102(2)(c) of the National Environmental Policy Act as

im plemented by 14 C.F.R. § 313.4. As a result, ABC is not required to submit additional

information about the energy consumption and energy efficiency consequences of its service

proposal.

WHEREFORE, AirBridgeCargo Airlines LLC respectfully requests that th e Department

issue AirBridgeCargo Airlines LLC exemption and amendment of its Foreign Air Carrier Permit

as requested herein.7 Respectfully submitted,

Dated: April 6

, 201 5

Artem Tarasenko

Volga Dnepr

- Unique Air Cargo, Inc

9400 Gr ogan’s Mill Road,

Town Center Plaza, Suite 220,

The Woodlands, TX USA

Phone 832 585

- 8611

Fax 832 585

- 8618

artem@volga

- dnepr.us

Designated Agent for AirBidgeCargo Airlines LLC8 CERTIFICATE OF SERVICE

I h ereby certify that I have on this day served a copy of the foregoing document upon all

persons named on the attached service list via electronic mail.

Dated: April 6

, 201 5

Artem Tarasenko9 BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

_________________________________________ )

Application of )

)

AirBridgeCargo Airlines LLC )

) Docket OST

- 2007

- 28233

for amendment of foreign air car rier permit ) Docket OST

- 2007

- 28234

pursuant to 49 U.S.C. § 41301 )

and exemption pursuant to 49 U.S.C. § 40109 )

_________________________________________ )

DECLARATION

I, Sergey A

. Lazarev , state that I am the Director General of AirBridgeCar go Airlines

LLC; that I am authorized to make this Declaration on behalf of AirBridgeCargo Airlines LLC;

that I have read the attached application and exhibits and that the factual statements set forth

therein are true and correct to the best of my knowled ge and belief; that the copy of the

Operating Certificate issued to AirBridgeCargo Airlines LLC by the Government of the Russian

Federation included among the exhibits is a true and correct copy of such certificate.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Executed on April 6 , 201 5

Sergey A. Lazarev

Director General10 LIST OF EXHIBITS

EXHIBIT CONTENTS

ABC

- 1 Corporate Information & Government Oversight

ABC

- 2 Service Proposal

ABC

- 3 Ownership Information

ABC

- 4 Operator’s Certificate

ABC

- 5 Financial Data

ABC

- 6 Governmental Financial Assistance

ABC

- 7 Financial Projections

ABC

- 8 Bilateral Agreement and Designation

ABC

- 9 Safety and Tariff Violations

ABC

- 10 Officers, Directors, and Key Personnel11 EXHIBIT АВС

- 1

Page 1 of 1

CORPORATE INFORMATION & GOVERNMENT OVERSIGHT

A. Name and Address of Applicant:

AirBridgeCargo Airlines LLC

17

- 4 Krylatskaya Street

Moscow, Russia, 121614

B. Corporate Form & Country of Organization:

As noted above, ABC is a Limited Liability Company that was organized and registered as a

legal entity on February 21, 2005, under the applicable laws of the Russian Federation.

C. The name and address of the Russian governmental authority having regulatory

jurisdiction over ABC air transport operations is:

Fe deral Air Transport Agency

of the Ministry of Transportation of the Russian Federation

37 Leningradsky Prospect, Bldg 2

125993, Moscow, Russian Federation12 EXHIBIT ABC

- 2

Page 1 of 1

SERVICE PROPOSAL

АВС requests amendment of its Foreign Air Carrier Permit to engage in scheduled

foreign air transportation of property and mail between a point or points in the Russian

Federation, on the one hand, via intermediate points, and Houston, Texas; New York, New York;

Atlanta, Georgia; Chica go, Illinois; Miami, Florida ; Dallas/Fort Worth, Texas; Los Angeles,

California ; and Anchorage, Alaska, on the other hand, and beyond. ABC also requests exemption

from the requirements of 49 U.S.C. § 41301 and such other statutes the Department’s

Regulatio ns may require, to engage in scheduled foreign air transportation of property and mail

between a point or points in the Russian Federation, on the one hand, via intermediate points,

and Anchorage

, Alaska , on the other hand, and beyond. ABC intends to start operating the

requested services on March 2 9 , 201 5

.

ABC plans to begin scheduled air transportation of property and mail on Moscow

–

Shanghai

– Anchorage routing on April 25 , 2015. ABC will operate these flights using its

Boeing 747 aircraft fleet, and pr oposes to initially operate two flights per week on this route.13 EXHIBIT ABC

- 3

Page 1 of 1

OWNERSHIP INFORMATION

АВС is a privately owned company. 51 % of ABC is owned by Volga

- Dnepr

- Moscow LLC, and

49 % of ABC is owned by Volga

- Dnepr Logist ics B.V.

Volga

- Dnepr

- Moscow LLC in turn is 100 % owned by Volga

- Dnepr Logistics B.V., a company

registered in the Netherlands.

The entities and persons holding five percent (5%) or more of Volga

- Dnepr Logistics B.V.

capital stock include:

Name Citiz enship Percent of Stock

Gloria 7 Sarl Luxembourg 51 %

COOP The Netherlands 25 %

Sarganz Global BV The Netherlands 24 %

All of the above mentioned entities in their turn are 100 % owned by the citizens of the Russian

Federation.14 EXHIBIT ABC

- 4

Page 1 of 2

OPERATOR’S CERTIFICATE

A copy of ABC’s Air Operator Certificate, issued by the Ministry of Transport ation of

the Russian Federation is attached.

ABC’s Air Operator’s Certificate was re

- issued on November 15, 2011 and will remain

in forc e until revoked or suspended. The Air Operator’s Certificate grants ABC the right to

perform commercial air operations in accordance with the operations manual, the Convention on

International Civil Aviation and the air legislation of Russian Federation.15 EXHIBIT ABC

- 4

Page 2 of 216 EXHIBIT АВС

- 5

Page 1 of 1

FINANCIAL DATA

ABC’s financial data summaries setting forth profit and loss statements and balance

sheets in U.S. dollars for 2012 and 2013 are being submitted to the Department with a request for

confiden tial treatment.17 EXHIBIT АВС

- 6

Page 1 of 1

GOVERNMENTAL FINANCIAL ASSISTANCE

АВС does not receive, and does not expect to receive, any financial assistance from the

government of the Russian Federation.18 EXHIBIT АВС

- 7

Page 1 of 1

FINANCIAL PROJECTIONS

The anticipated financial results for the first year of operations under the exemption

applied for may be roughly estimated as USD 300,000 gross revenues

.

ABC plans to begin scheduled air transportation of property a nd mail on the above

mentioned routing on April 25 , 201 5 . ABC will operate these flights using its Boeing 747

aircraft fleet, and proposes to initially operate t wo flights per week on th i s route.19 EXHIBIT АВС

- 8

Page 1 of 1

BILATERAL AGREEMENT AND DESIGNATION OF АВС

Air transport between the United States and the Russian Federation is governed by the

Air Transport Agreement Between the Government of the United States of America and the

Government of the Rus sian Federation, signed January, 1994, as amended (collectively, the

“Agreement”).

On April 3, 1999, the Government of the Russian Federation and the Government of the

United States concluded a Protocol on annexes to the U.S.

- Russia Air Transport Agreeme nt.

On February 13

- 1 4 , 20 13 , delegations representing the United States of America and the

Russian Federation, agreed, ad referendum, on a Protocol with attached Annexes to replace the

Annexes to the U.S.

- Russia Air Transport Agreement. The current Annexes permit the

designation of up to nine combination or all

- cargo airlines from the Russian Federation, to

operate scheduled international air transportation services on the specified routes for scheduled

services.

АВС has been designated by the Government of the Russian Federation to perform the

requested foreign air transportation services between the U.S. and Russia as is required by 49

U.S.C. § 41302(2)(A). Designation of ABC has been transmitted by the Government of the

Russian Federation to the Governmen t of the United States through diplomatic channels.20 EXHIBIT ABC

- 9

Page 1 of 1

SAFETY & TARIFF VIOLATIONS

ABC has not had any safety violations or accidents. ABC has not been involved in any

tariff violations.21 EXHIBIT ABC

- 10

Pag e 1 of 2

OFFICERS, DIRECTORS, AND KEY PERSONNEL

The following are the names, residences, business addresses and citizenships of all of

ABC’s key management personnel as defined in section 211.20(d) of the Department

Regulations. All key management pers onnel are citizens of the Russian Federation.

The individuals on this list are not related by blood or marriage.22 EXHIBIT ABC

- 10

Page 2 of 2

Officers, Directors and Key Personnel

Title Name & Home Address Business Address

Executive President Denis Ilin

54 bldg.5 Lyubovy Shevtsovoy Street,

apt. 21, Ulyanovsk, Ulyanovsk Region,

432027 Russia 17 Krylatskaya Street, bldg. 4,

Moscow, 121614 Russia

Director General Sergey Lazarev

5/2 Konstitutsii SSSR Street, apt . 21,

Orenburg, 460044 Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region

Commercial

Director Alexander Roshchupkin

46 Komsomolsky pr., bldg. 2, apt. 24

Moscow, 119048 Russia 17 Krylatskaya Street, bldg. 4,

Moscow, 121614 Russia

Head of

Operational Control

Center Yury Zakharov

6 Kamyshinskaya Street, apt. 27,

Ulyanovsk, Ulyanovsk Region, 432073

Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region

Flight Department

Director Sergey Maryshev

21 Stroiteley str ., apt. 59

Fedukovo, Podolsky area, Moscow

Region, 142152 Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region

Head of Flight

Safety and

Prevention of Air

Incidents

Inspection Sergey Pakhomov

7 Kalinina Street, apt. 369, Khimki,

Mosco w Region, 141446 Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region

Finance Director Igor Telpukhovskiy

31 Krylatskie Kholmy, apt. 116,

Moscow, 121614 Russia 17 Krylatskaya Street, bldg. 4,

Moscow, 121614 Russia

Head of

Transport ation and

Aviation Security

Control Department Alexander Alekseenok

10

- 3 Suzdalskaya Street, apt. 38,

Moscow, 111672 Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region

Head of

Maintenance and

Engineering

Department

-

Technical Director Pavel Tereshchenkov

3 Ozeretskoye stlm., apt. 8, Dmitrov

area,

Moscow Region, 141895 Russia bldg. 8 Business

- Centre

“Aeroplaza”, Khimki, 141400

Moscow region