### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON,D.C.
) 

### Application of ) ) 

### AirBridgeCargo Airlines LLC ) ) 

### Docket OST-2007- for an amendment to foreign air carrier permit ) pursuant to 49 U.S.c. § 

### 41302 and an exemption ) pursuant to 49 U.S.c. § 

### 40109 )



## -------------------------)

APPLICATION FOR AMMENDMENT & 

### EXEMPTION OF AIRBRIDGECARGO AIRLINES LLC FOREIGN AIR CARRIER PERMIT Communication with respect to this document should be addressed to: Tatyana V
.Arslanova Executive President AirBridgeCargo Airlines LLC 17-4 Krylatskaya Street Moscow, Russia, 121614

DATED: April 11, 2011 Colon Miller Volga Dnepr-Unique Air Cargo, Inc 9400 Grogan's Mill Road, Town Center Plaza, Suite 220, The Woodlands, TX USA Phone 832 585-8611 Fax 832 585-8618 colon@volga-dnepr
.us DesignatedAgent/orAirBridg eC argo Airlines, LLC



### Notice: Any persons who wish to support or oppose this application mnst file an answer and serve that answer on above-named agent and all persons served with this application. Answers to the permit application are due by April 26, 2011.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.
) Application of ) ) AirBridgeCargo Airlines LLC ) ) for an amendment to foreign air carrier permit ) pursuant to 49 U.S.c. 

### § 41302 and an exemption ) pursuant to 49 U.S.c. § 40109 )



## ---------------------------) Docket OST

-2007

-

APPLICATION FOR AMMENDMENT & EXEMPTION OF AIRBRIDGECARGO AIRLINES LLC FOREIGN AIR CARRIER PERMIT
Pursuant to 49 U
.S.c. § 40109, Part 211 ofthe Economic Regulations ofthe Department of Transportation (" Department" ),and the Departments rules of Practice, AirBridgeCargo Airlines LLC (hereafter " ABC" or "AirBridgeCargo" ) hereby applies for an exemption from 49 U
.S.C. 

### § 41302 and such other statutes the Department' s Regulations may require, to engage in scheduled foreign air transportation ofproperty and mail between a point or points in the Russian Federation, on the one hand, via intermediate points, and Chicago, JIlinois, on the other hand, and beyond. ABC intends to start operating the requested services on April 30, 20 II. ABC respectfully requests this application be processed 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 ofthis application and pursuant to 

### § 211.20, ABC states as follows:

2I. By order 200S-2-19 (Feb. 13, 200S) , the Department issued a foreign air carrier permit to ABC authorizing it to engage in (1) scheduled foreign air transportation ofproperty 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 and Atlanta, Georgia, on the other hand, and beyond to a point or points in the Western Hemisphere; (2) charter foreign air transportation ofproperty and mail between any point or points in the Russian 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 ofthe Department's regulations governing charters. 2. ABC is a Limited Liability Company organized and registered as a legal entity on February 12, 2005, under the applicable laws ofthe Russian Federation. As a legal entity ABC is a part of the Volga-Dnepr Group of Companies
.. ABC is 100 % owned by Volga-Dnepr Airlines LLC, a Russian company ofVolga-Dnepr Group See Exhibit ABC-4. All ofVolga-Dnepr's officers and key management personnel are Russian nationals, except for the Vice-President for Sales Mr. Meier Wolfgang Johann, who is a German national. See Exhibit ABC-3. ABC holds an Operator' s Certificate trom the Ministry of Transport of the Russian Federation which authorizes ABC to operate domestic and international commercial air transportation services. See Exhibit ABC

-S. 3. The air transport authority of the Government of the Russian Federation having regulatory jurisdiction over ABC is: Federal Air Transport Agency ofthe Ministry ofTransport ofthe Russian Federation 37 Leningradsky Prospect, Bldg 2 125993 , Moscow, Russian Federation 4. ABC requests an exemption authorizing it 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 Chicago, Illinois, on the other hand, and beyond
. 5. ABC ' s insurance coverage satisfies the requirements set forth in 14 C.F.R. Part 205. See Exhibit ABC-7
.
36. 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 conduct the proposed operations. See Exhibit ABC

- lO. All ofthe aircraft ABC 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. Routine maintenance for ABC's Boeing 747 aircraft is performed by Lufthansa Technic AG in Frankfurt, Germany. Heavy maintenance and overhaul of Boeing 744 aircraft is also performed by Lufthansa Technic AG in Frankfurt, Germany. See Exhibit ABC-II. Both the Russian Federation 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" ). ABC ' s maintenance program complies with Annexes I , 6, (Part I) and 7 of the Convention 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. Responsibilities for the oversight of the airworthiness of ABC's aircraft are shared by civil aviation authorities ofthe Russian Federation and Bermuda in compliance with Article 83 bis ofthe Convention on International Civil Aviation
. 7
. Attached at Exhibits ABC-I through ABC-18 are responses to the evidentiary requests found in 14 C.F.R. § 211.20 ofthe Department's Regulations. These exhibits, combined with the instant application, demonstrate that ABC is fit, willing, and able to perform services that have been requested. 8. ABC 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 ofthe Russian Federation to the Government of the United States through diplomatic channels. See Exhibit ABC-J6.
4On January 14, 1994, The Government of Russia and the Government of the United States concluded an Air Transport Agreement between the Government ofthe United States and the government ofthe 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 12

- 13, 2009, 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. 9. ABC is qualified to operate to the United States. ABC has a Family Assistance Plan on file with the DOT and NTSB , submitted on October 30, 2007, the Plan remains current and in effect. As this application and exhibits demonstrate, ABC has assembled an experienced team of individuals to manage and develop the unique market opportunities associated with the establishment of its U.S. service. Moreover, ABC has the financial and technical
resources available to it to maintain its domestic and international service on a scheduled basis. ABC has accumulated substantial scheduled cargo services operating experience over its six years ofoperations. See Exhibit ABC-9
. 10. A grant of ABC' s application for an exemption is in the public interest. ABC represents the
continued evolution of Russian aviation and is a highly qualified and well capitalized participant ofthe U.S.-Russia bilateral aviation market. ABC is the first Russian operator of Boeing 747 all-cargo equipment, as well as the only major Russian cargo operator of Boeing 747 freighters, II
. 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
5

### request would be in keeping with the Department's long-stated policy that provision for authority 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 ofChina Airlines, Order 80-\2-117. 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) ofthe National Environmental Policy Act as implemented 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 the Department issue AirBridgeCargo Airlines LLC an exemption as requested herein.

Dated: April 11, 2011 

### Respectfully submitted,

Colon Miller Volga Dnepr-Unique Air Cargo, Inc 9400 Grogan's Mill Road, Town Center Plaza, Suite 220, The Woodlands, TX USA Phone 832 585-8611 Fax 832 585-8618 colon@ volga-dnepr.us DesignatedAgent for AirBidgeCar goAirlines LLC

6CERTIFICATE OF SERVICE

I hereby certifY that I have on this day served a copy ofthe foregoing document upon all persons named on the attached service list via electronic mail.

# ~~ Colon Miller

Dated: April 11, 2011

7Marshall S. Sinick 2021626'6600 Squire, Sanders & Dempsey 1201 Pennsylvania Avenue, N
.W. Suite 400 Washington, DC 20004 For: ALASKA AIRLINES, INC. FLORIDAWEST (FAX: 2021626-6780) Carl B. Nelson, Jr. 2021496'5647 Associate General Counsel AMERICAN AIRLINES 1101 17th Street, N.W. Suite 600 Washington, DC 20036 (FAX: 2021496-5660) Scott Yohe 2021216'0700 Vice-President, Government Affairs 1629 K Street, N.w. Suite 501 Washington, DC 20006 FOl-: DELTA AIRLINES, INC. (FAX: 2021216-0824) Department of State

- EURIRUS Room 4223 2201 C Street, N.W. Washington, DC 20250 (FAX: 2021736-4710)

Deputy Assistant Secretary for Transportation Affairs Department of State Bureau ofEconomics and Business Affairs, EBfI'RA, Room 5830 2201 C Street, N.W. Washington, DC 20250 (FAX: 2021647-4324) Roger Rapier 2021267-9555 (ATO-R) Office ofInternational Aviation FederalAviation Administration 800 Independence Avenue, S.W. Washington, DC 20591 (FAX: 2021267-9208) 

### Service List AngeJia Bird 9011434-8589 FEDERAL EXPRESS CORPORATION 3620 Hacks Cross Rd. Memphis, TN 38125 (FAX: 9011434-9289)

Margot Wiegele 9071249-5142 NORTHERN AIR CARGO, Inc. 3900 West International Airport Road Anchorage, AK 99502 (FAX: 9071249-5190)

Tom Gillies 2031847'6000 President 117 Glover Avenue Norwalk, CT 06850 For: SOUTHERN AIR (FAX: 2031847-6000)

Russell E. Pommer 2021822

-9121 Associate General Counsel and Director of Regulatory Affairs ATLAS AIR, INC. 1747 Pennsylvania Ave., N.w., Suite 875 Washington, DC 20006 (FAX: 2021822'9152) Jeffrey Manley 2021663'6655

1455 Pennsylvania Ave, N.W. Washington, DC 20004 For: UNITED AIRLINES (FAX: 2021772-6670)

Pierre Murphy, Esq. 2021776 '3980 1200 New Hampshire Avenue, N.W
. Suite 800 Washington, D.C. 20036 For: ARROW AIR, INC. (FAX: 2021776'3975)David Vaughan 202/955-9864 Kelley Drye & Warren 1200 19th Street, NW_ Suite 500 Washington, D_C
_ 20036 For: U_P.8_ (FAX: 202/955-9792)

Robert Silverberg 202-944-3300 Silverberg, Goldman & Bikoff 1101 30th St_ , N.w., Suite 120 Washington, D.C. 20007 For: ABX Air, Inc (FAX: 202/944-3304)
Hershel Kamen 7131324-6697 Senior Managing Director ofInternational Regulatory Affairs CONTINENTAL AIRLINES 2929 Allen Parkway Suite 1925 Houston, TX 77019 (FAX: 713/324-2749)
Ronald Priddy 703/358-8060 National Air Carriers' Association 1000 Wilson Bvd., Suite 1700 Arlington, VA 22209 (FAX: 703/358-8070)

Ben Graves 503/472-9361 

### EVERGREEN INTERNATIONAL, INC_ 1401 New York Ave

_ , N.W., Suite 530 Washington, D.C. 20005-2147 (FAX: 202/638-4593)

David Vaughan 202/955-9864 Kelley Drye & Warren 1200 19,b Street, N.W. Suite 500 Washington, D.C
. 20036 For: U_P.S_ (FAX: 202/955-9792) John L_ Richardson 202/828-0158 202/371-2258 Crispin & Brenner 

### I 1156 15,h Street, NW, Suite 1105 Washington, DC 20005 For: AMERIJET INTERNATIONAL, INC_ (FAX: 202/828-0152) Mark Atwood 202/463-2513 Sher & Blackwell 1850 M Street, N.W., Suite 900 Washington, D.C. 20036 For: KALITl'AAIR, L_L.C_ (FAX: 202/463-4950) Stephen H. Lachter 202/962-4321 1150 Connecticut Ave, N
.W. Suite 900 Washington, D.C. 20036 For: ASTARAIR CARGO (FAX: 202/835-3219)

Judy McKenzie 907/249-4100 6441 South Air Park Place Anchorage, AK 99502 LYNDEN AIR CARGO (FAX: 907/245-0642)

Mark McMillin 770/632-8215 Assistant General Counsel HLH Bldg, 101 World Drive Peachtree City, GA 30269 For: WORLD AIRLINES (FAX: 770/632-8048)
Kevin P
. Montgomery 202/828-1002 POLAR AIR CARGO 1747 Pennsylvania Ave., N.W. , Suite 875 Washington, DC 20006 (FAX: 202/828-1003)

### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D
.C. ) Application of ) ) 

### AirBridgeCargo Airlines LLC ) ) for an amendment to foreign air carrier permit ) pursuant to 49 U.S.c. 

### § 41302 and an exemption ) pursuant to 49 U.S.C
. 

### § 40109 )



## -------------------------)

DECLARATION Docket OST-2007-

I, Tatyana V
. Arslanova, state that I am the Executive President of AirBridgeCargo 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 knowledge 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 ofsuch certificate. I declare under penalty ofperjury under the laws ofthe United States ofAmerica that the foregoing is true and correct. Executed on April II, 20II



### 8 P.' Tatyana V.Arslanova Executive PresidentEXHIBIT ABC-I ABC-2 ABC-3 ABC-4 ABC

-S ABC-{; ABC-7 ABC-S ABC-9 ABC-IO ABC-II ABC-12
ABC-13 ABC-14 ABC-IS ABC-I 6 ABC-I 7 ABC-IS LIST OF EXHIBITS CONTENTS Corporate Information & Government Oversight Service Proposal Officers, Directors, and Key Personnel Ownership Infonnation Stockholdings ofOfficers, Directors, and Key Personnel Relationship with the Government ofthe Russian Federation Insurance Coverage Operator's CCI1ificate Operating History Aircraft Inventory Maintenance Arrangements Agreements with Other Carriers Affecting Service Proposal Financial Data Summaries Financial Projections Governmental Financial Assistance Bilateral Agreement & Designation Safety & TariffViolations Waiver ofLiability Limits Under WarsawlMontreal Convention

9EXHIBIT ABC-l Page 1 of 1 CORPORATE INFORMATION & GOVERNMENT OVERSIGHT
A. Name and Address ofApplicant: AirBridgeCargo Airlines LLC 17-4 Krylatskaya Street Moscow, Russia, 121614 B. Corporate Form & Country ofOrganization: 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 ofthe Russian Federation. The name and address ofthe Russian governmental authority having regulatoryjurisdiction over ABC air transport operations is: Federal Air Transport Agency ofthe Ministry ofTransport ofthe Russian Federation 37 Leningradsky Prospect, Bldg 2 125993, Moscow, Russian Federation

10SERVICE PROPOSAL EXHIBIT ABC-2 Page 1 of 1

ABC requests an exemption to engage in scheduled foreign air transportation ofproperty and mail between a point or points in the Russian Federation, on the one hand, via intermediate points, and point in the United States (Chicago, Illinois), on the other hand, and beyond. ABC intends to start operating the requested services on April 30, 20 II. ABC plans to begin scheduled air transportation of property and mail on MoscowAmsterdam-Chicago-Amsterdam-Moscow routing on April 30, 20 II. ABC will operate these flights using its Boeing 747 aircraft fleet described in Exhibit ABC-IO, and proposes to initially operate three flights per week on this route .

II

### OFFICERS, DffiECTORS, AND KEY PERSONNEL 

### EXHIBIT ABC-3 Page 1 of2

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 personnel are citizens of the Russian Federation, except for the Vice-President for Sales Mr. Meier Wolfgang Johann, who is a German national.
. The individuals on this list are not related by blood or marriage. Since ABC has been providing direct air service in excess of one year, it is not necessary to summarize the business experience ofits directors, officers, or key management personnel. See 14 C.F.R. § 211.200).

12Title Executive President

Operational Director

Vice-President, Sales
Commercial Director

Head ofOperational Control Center Flight Department Director
Network & Fleet Planning Department Deputy Director of Flight Department on Flight Work Organization Head ofFlight Safety and Prevention ofAir Incidents Insoection EXHIBIT ABC-3 Page 2 of2 Officers, Directors and Key Personnel Name & Home Address Business Address Tat'yana Arslanova 17, Krylatskaya Street, bldg. 4, Moscow, 121614, Russia 24, Azovskaya Street , bldg. I, flat 27, Moscow, 117452, Russia Eugeny Borisov bldg. 8, Business-Centre
" Aeroplaza", Khimki, 141400, 43 , Repina Street, flat 150, Ulyanovsk, Moscow region 432030, Russia Meier Wolfgang Johann 17, Krylatskaya Street, bldg
. 4, Moscow, 121614, Russia 93 , Yurovskaya Street, bldg. 8, flat 10, Moscow, 125466, Russia Anton Khodakovskiy 17, Krylatskaya Street, bldg
. 4, Moscow, 121614, Russia appt 130, corp. I, house I , I, Proizvodstvennaya Street, bldg. I , flat 130, Moscow, 119619, Russia Yuriy Zakharov bldg
. 8, Business-Centre
" Aeroplaza", Khimki , 141400, 6, Kamyshinskaya Street, flat 27, Moscow region UI'vanovsk, 432073 , Russia Andrey Zalyautdinov bldg
. 8, Business

-Centre
" Aeroplaza" , Khimki , 141400, 33 , Tsentral'naya Street, UI'yanovsk, Moscow region 432072, Russia Andrey Shumilin 17, Krylatskaya Street, bldg. 4, Moscow, 121614, Russia appt 28, 24, Vyatskiy 4-y Pereulok, bldg. 3, flat 28, Moscow, 127287, Russia Alexander Lapin bldg. 8, Business-Centre
" Aeroplaza", Khimki, 141400, appt 867, corp . 3, 58, Biryulevskaya Moscow region Street, bldg
. 3, flat 867, Moscow, 115547, Russia Sergey Pakhomov bldg
. 8, Business-Centre
"Aeroplaza", Khimki , 141400, 15 , Leninskogo Komsomola Street, flat Moscow region 124, UI'vanovsk, 432072, Russia

13OWNERSHIP INFORMATION 

### EXHIBIT ABC-4 Page 1 of 1

ABC is a privately owned company. ABC is 100 % owned by VoIga-Dnepr Airlines LLC, a Russian entity that is a company ofVolga

-Dnepr Group.

The entities and persons holding five percent (5%) or more ofVolga-Dnepr Airlines LLC's capital stock include: Citizenship Percent ofStock Exhortium Holding Limited Cyprus 18,374% Lynco Limited British Virgin Islands 8,916% LLC «Optima» Russia 20,025 % Neema Investments Limited Cyprus 10,304 % Kamperont Association Limited Belize 9,274 % LLC «Beluga» Russia 12,364 % Alexey l. Isaikin Russia 10,342 %
All ofthe above mentioned entities in their turn are 100 % owned by the citizens ofthe Russian Federation.

14STOCKHOLDINGS OF SHAREHOLDERS, OFFICERS , DIRECTORS AND KEY PERSONNEL EXHIBIT ABC-S Page 1 of 1



### ABC ' s shareholders, officers, directors, and key personnel do not hold any interest in (I) U,S. 

### carrier; (2) any other foreign air carrier; (3) any persons engaged in the business of aeronautics ; or (4) any common carrier, or any person whose principal business is the holding of stock in, or control of , any air carrier
.

15EXHIBIT ABC-6 Page 1 of 1
RELATIONSHIP WITH THE GOVERNMENT OF RUSSIA

As noted in Exhibit VDA-I , ABC is a Limited Liability Company. ABC is a separate legal entity having an independent balance sheet, separate property and the right to conclude contracts, acquire real, personal, and intangible property rights and bear independent liability. ABC acts under free-market principles whereby the state is not liable for any commitments of ABC and ABC is not liable for the acts ofthe State. Therefore, no governmental agency has the authority to control ABC ' s managerial decisions. Instead, the officers, directors, and key personnel are charged with and carry out that responsibility.

16INSURANCE COVERAGE EXHIBIT ABC-7 Page 1 of 1

ABC's insurance coverage meets the requirements of 14 C.F.R. Part 205. Its aircraft and services
are insured in Russia by NIC Insurance who in turn underwrites its policy through Willis as well
as other insurance companies worldwide. An executed copy of OST Form 6411 (Certificate of Insurance) is attached hereto.

17

# tl' AGENCY DISPLAY OF ESTIMATED BURDEN The public reporting burden for this collection of information is estimated to average 30 minutes per response . If you wish to comment on the accuracy of the estimate or make suggestions for reducing this burden , please direct your comments to: U.S
. Department of Transportation , Office ofAviation Analysis, X-56, 400 7th St. , SW, ., Washington, D
.C. 20590
. According to the

# ~"""",,,rt Paperwork Reduction Act of 1995, no persons are required to respond to a collection of information unless it displays a valid OMB control number
. Office ofthe Secretary ofTransportation NOTE : For information on where to file completed copies of this form , see FILING INSTRUCTIONS below
. OMB No
. 2106-0030 Expires !l-30-2oo8 FOREIGN AIR CARRIERS - CERTIFICATE OF INSURANCE POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY AND PRO PERTY DAMAGE LIABILITY FILING INSTRUCTIONS: File a signed original of this form with the Federal Aviation Administration , Air Transportation Div. , AFS·260 , BOO Independence Ave
. , SW ., Washington , DC 20591. (See EXCEPTION below.) EXCEPTION : If Section 2
.A
. is filled in because the insured is a Canadian Charter Air Tax i Operator , file an original of this form with the U
.S
. Department of Transportation , Special Authorities Division (X-46) , 400 7- Street, SW, Wash ington , D
.C
. 20590 (Please type information, except signatures.) THIS CERTIFIES THAT: LLOYD'S UNDERWRITERS AND COMPANY INSURERS (Name of Insurer) has issued a policy or policies of Aircraft Liability Insurance to Volga Dnepr Airlines LLC, Volga Dnepr UK LTD
. , Volga Dnepr Unique Air Cargo Inc., Volga Dnepr Airlines Ireland Ltd
. , Volga Dnepr Gulf (UAE) FZC , AirBridgeCargo Airlines LLC , AirBriclge Bermuda Ltd. , Volga Dnepr LeaSing LLC , RUSLAN SALIS Gmbh ., Ruslan International Ltd ., Volga·Dnepr Technics MSK Limited, Volga·Onepr Technics limited, Volga·Dnepr Technics GmbH and associated and managed and subsidiary and affiliated companies as in existence or hereafter acquired/created for their respective rights and interests
. FAA. Certificate Number (Name , address and FAA. Certificate number of Insured Foreign Air Carrier) effective from 01 July_2010 until ten (10) days after written notice from the insurer or carrier of the intent to terminate coverage is received by the Department of Transportation
. NOTE : Part 205 of the Oepartment's Regulations does not allow for a predetermined termination date , and a certificate showing such a date is unacceptable. 1
. The Insurer (Check One) : is licensed to issue aircraft insurance policies in the United States ; 181 is licensed or approved by the government of RUSSIA to issue aircraft insurance policies; or is an approved surplus line insurer in the State(s) of 2
. The insurer assumes , under the policy or policies listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use of aircraft in " foreign air transportation " as that term is defined in 49 U
.S
.C
. 40102
. (Com12lete 8BQ.licable section A B or C below): A
. CANADIAN CHARTER AIR TAXI OPERATORS WITH PART 294 AUTHORITY ONLY The aircraft. covered by this policy have : (1) 30 or fewer passenger seats and a maximum payload capacity of 7 ,500 pounds or less; andlor (2) a maximum authorized takeoffweight on wheels of no more than 35 ,000 pounds. (Com12fete sfwBrate orcombined coverage 8S 812Dro12riate) : "' Separate Coverages: Minimum Limit PoUc't,No. T't,Qe of Liabilitr. Each 12erson Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $75 ,000 $2,000 ,000"(See note) Passenger Bodily Injury $75 ,000 $75 ,000 x 75% of total number of passenger seats installed in aircraft.

, Combined Coverage : This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers) , property damage , and passenger bodily injury
. PoficyNo
. Amount of Coverage U
.S
. Doilars This policy covers CARGO operations only and excludes passenger liability insurance
. NOTE : If the aircraft. covered by this policy have more than 30 passenger seats or more than a maximum payload capacity of 7 ,500 pounds , the minimum limit per occurrence shall be $20,000,000

.

OST Fonn 6411 B. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT The aircraft covered b this oli are SMALL AIRCRAFT i
.e ., with 60 or fewer assen er seats or with a maximum a loadcapacity of 18,000 pounds or less). (Coml1.lete sel2.arate or combined coverage as al1.l2.rol2.riate) : Separate Coverages : Minim!!.m Limit**Polic~No .** **T~l1.e** of Liability, Each lJ.erson Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage liability $300 ,000 $2,000,000 Passenger Bodily Injury $300 ,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury . Policy No
. Amount of Coverage U.S
. Dollars This policy covers CARGO operations only and excludes passenger liability insurance . C. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT The aircraft covered by this policy are LARGE AIRCRAFT (i . e., with more than 60 passenger seats or with a maximum payload capacity of more than 18,000 pounds). (Come/ete sel1.arate or combined coverage as arm.ro{lriate): Separate Coverages: M i nimum Limit**Polic~No .** **T~l1.e** ofLiability, Each {lerson Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage liability $300 ,000 $20 ,000,000 Passenger Bodily Injury $300,000 $300 ,000 x 75% of total number of passenger seats installed in aircraft IlD Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. Policy No.4036A10 Amount of Coverage USD75.000.000 U
.S
. Dollars This policy covers CARGO operations only and excludes passenger liability insurance. 3
. The policy or policies listed in this certificate insure(s) (Check One) : Make and Model FAA or Foreign Flag Registration No. IlD Operations conducted with all aircraft operated by the insured Operations conducted with the following types of aircraft: " Operations with the following aircraft: (Use additional page if necessary) 4
. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205. UNDERWRITERS AT LLOYD 'S AND VARIOUS INSURANCE COMPANIES WILLIS LIMITED (Name ofInsurer) (Name ofBroker. ifapplicable) THE WILLIS BUILDING, 51 LIME STREET, (Address) (Address) LONDON EC3M 7Dg (City , State, Zip Code) (City, State, Zip Cede) TONY MCCARTHY Contact (person who can verify the effectiveness ofthe coverage) (Officer orauthorized representative) I 0044 2031247124 I (Area Code, Phone Numbel) (Area Code, Fax Numbel) (Area Code, Phone Numbel) (Area Code, Fax Number) 

# Q,f{!t1 (Signature, ifapplicable) (Signature) JUNE 2010 (Date) (Date)OPERATOR' S CERTIFICATE EXHIBIT ABC-8 Page 1 of 1

A copy of ABC's Air Operator' s Certificate, issued by the Ministry of Transport of the Russian Federation is attached. ABC ' s Air Operator' s Certificate was re-issued on March 2, 2011 and will be valid 

### until October II , 2012. The Air Operator's Certificate grants ABC the right to operate domestic and international commercial services subject to the oversight of the civil aviation authorities ofthe Russian Federation. Subject to complying with the requirements ofthe civil aviation authorities ofthe Russian Federation, ABC ' s Air Operator' s Certificate is routinely extended.

18MHHHCTEPCTBO TPAHCnOPTA POCCHHCKOH <!>EIlEPAllHH MINISTRY OF TRANSPORT OFRUSSIAN FEDERATION 

### CEPTH4>HKAT 3KCTIJIYATAHTA 

### AIR OPERATOR CERTIFICATE**](~** 

### 501

HaCTOllIIIHM ynOCTOBeplieTClI, 'ITO 

### This certifies that

(H8.1tMeHOB!lHHe II IOpltAII'iCCt\.HIi 3Jlpec Jl,ep)f(aTeJUI CCPTIuJ)IIKtIT1l) (Operator name and address)
"pU311aH COOTseTCT0YIOWHM tpeOOBaHWIM 3BKOHo-. AaTeJJbCTBa POCCHHCKOH <1>eJ],epawUl " nOI1O>KeHHJlM 1..JHKsrcKoH KOHseHuHH 0 Me*AYliapOAIiOH rpa>K.llaHCKOH aeHaU"H, pernaMeHTHpylOtUHM cepTH4luK8muo 3KcnnyaTaIITOB B rpa)KJUlHCKOH 8BHal.VHl H cnoco6cH ocyw,CCTBmrfh KOMMep',eCKHC BOJ.D.YWHbIC ncpCB03KH D COOTBCTCTSmt c ycnODHUHt H**orpa~iHLteHHflMH.** cOJ],ep>KBlllHMHCfI B 3KcnnyaTaUHoHHbiX cneUHrIlHKau.WlX. RBmnow,HXCjI HCOTheMneMoH '1aCTblO AnHHoro CepTH4JHKaTa. HaCTOJlU(HA CepTIUpHK3T He nOA11elKHT nepe..o.8'IC, OH MO)KeT 6bITb 3HHYJIHpOOaH , ero AeHCTBHe MO}KeT 6blTb npnOCTaH08J1CHO. 8 ero .n.eHCTBHC MOryr 6WTb 8BClleHbi orpaHItLJeHWl 0 YCTalioBJIeHHoM nop1l,llKe.

flaTa yrsepmlleHI19 Effectiveji-om has met the requirements ofthe Russian Federation Laws and the temlS of the Chicago Co nvention 011 International Civil Aviation for the issuance of Civil Aviation Air Operator Certificate and is hereby authorized to operate as an Air Operator and conduct operations in accordance with the conditions and limitations contained in the operation specifications which arc integral part of this Certificate.
This Certificate is not transferable and may be revoked. and it is effect may be suspended or limitations may be imposed onto it in accordance with the established order. opraHa B Department**0005~O**, Slamp

signature, stamp

narn.. nonnl1Cb. neyaTb date, signatllr e, stamp

CPOK ,ll,EHCTBIHI CEPTH<I>HKATA 3KCnJIYATAHTA
JIeHCTBHTeneH 110 11.10.2012 Valid till

fle"CTBHTeneH AO Valid till**ne~CTBHreneH** AD Valid till

fleHCTBHTeJleH no Valid till

neHCTBHTeJIeH AD Valid till**~~~ l)JjJ** **mlm:nh** ynonHoMo"leHHoro o praHa 8 Depar tment

ynonHoMO"leHHoro opraHa 8 Certificatiol1

(nOllflI1CL. iUlTnI signa/lire , dale) PyKOBOAHTe.nb ynonlloMO"leHHOrO OpraHa B 05naCTH rpall<.l\aHCKOH aBHal\HH Head a/Operator Certification Department
(nOJtOiICb, )laTa I signatllre. dale) PyKODo.o.HTenb ynonilOMOtieHHOrO opral1a B o5nacTH rplIl"II'HCKOil aBHal\HH Head o/Operator Certificatiol1 Departmel1t
(nOD.nHCb. .naTal signature, dale) PyKOBO.Q.HTenb ynonHoMO"leHHOrO opraHa 8 06naCTH rpIDK.o.aHCKoH aOHallH» Head a/Operator Certification Department
(no.nnHCb, A8TH I signature, dale)OPERATING HISTORY EXHIBIT ABC-9 Page 

### 1 of 

### 1

As noted in ABC-I , 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. ABC was started as a part ofVolga-Dnepr Airlines and was dedicated to operation of Boeing 747 all-cargo scheduled service
. ABC is a part ofthe Volga-Dnepr Group ofCompanies and evolved into an independent operating entity on February 21 , 2005
. ABC was founded with the aim to develop a broad array of services for Volga

-Dnepr Airline' s already substantial all-cargo customer base. ABC was developed with scheduled cargo service as its primary business objective. ABC's fleet development plan is focused around the Boeing 747 all cargo-configured aircraft, with a view to expanding its all-cargo services to meet the needs ofa worldwide all-cargo scheduled transportation market. Today, ABC is the largest Russian carrier in the international scheduled cargo market. It operates Boeing 747 all-cargo flights via Russian cargo hub in Moscow, which provide a significant reduction in transit times for its customers. ABC is the first Russian airline to operate Boeing 747s. ABC's current fleet consists ofeleven Boeing 747 freighters: two B747-200F, one B747-300F and eight B747-400. In the future, the airline ' s fleet will be expanded with the addition of new generation, long-haul Boeing 747-SF freighters. Volga-Dnepr has five of these aircraft on order from Boeing for delivery between 20 II and 2013 and options for five more of the same type. The airline 's capacity is available for transporting any type of cargo, including shipments requiring special handling or a temperature-controlled environment.

19AIRCRAFT INVENTORY EXHIBIT ABC-tO Page 1 of 1

ABC currently operates a total ofeleven leased Boeing 747 Aircraft as listed below. ABC plans to continue expanding its fleet ofaircraft in the near future. ABC currently leases the following aircraft: Aircraft TYQe & Serial No. Registration No. CountrY ofRegistration B747-400ERF [Serial No. 35420 ] VP-BIG BemlUda B747-400ERF [Serial No. 35421] VP-BIK Bermuda B747-400ERF [Serial No. 35237] VP-BIM Bermuda B747-400ERF [Serial No. 33096] VQ-BFX Bermuda B747-400ERF [Serial No. 33097] VQ-BGY Bermuda B747-400F [Serial No. 36478] VQ-BHE Bennuda B747-400F [Serial No. 36785] VQ-BIA Bermuda B747-400F [Serial No. 337491 VQ-BJB Bermuda B747-200/300 [Serial No. 248371 VP-BIC Bermuda B747-200/300 [Serial No. 24576] VP-BII Bermuda B747-200/300 [Serial No
. 25171] VP-BIJ Bermuda



### 20

### MAINTENANCE ARRANGEMENTS EXHIBIT 

### ABC-ll Page 1 ofl

All ofthe aircraft ABC 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. Routine maintenance for ABC's Boeing 747 aircraft is performed by Lufthansa Technic AG in Frankfurt, Germany. Heavy maintenance and overhaul of Boeing 747 aircraft is also performed by Lufthansa Technic AG in Frankfurt, Germany.

Both the Russian Federation 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"). ABC's maintenance program complies with Annexes I, 6, (Part I) and 7 of the Convention 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. Responsibilities for the oversight of the airworthiness of ABC ' s aircraft are shared by civil aviation authorities ofthe Russian Federation and Bermuda in compliance with Article 83 bis 

### ofthe Convention on International Civil Aviation.



### 21EXHIBIT ABC-12 Page 1 of 1
AGREEMENTS WITH OTHER CARRIERS AFFECTING ABC SERVICE PROPOSAL ABC has no agreements or cooperative working arrangements that would affect the services proposed herein.



### 22FINANCIAL DATA SUMMARIES EXHIBIT ABC-13 Page 1 of 1

_ABC's financial data summaries setting forth profit and loss statements and balance sheets in U.S. dollars for 2009 and 2010 are being submitted to the Department with a request for confidential treatment. ABC has provided cargo scheduled operations throughout Russia, Europe and Asia since 2006
. These accomplishments should be considered as evidence of ABC's financial qualifications to provide services to the United States. C.f. Application ofAir Foyle Limited and Antonov Design Bureau for Exemptions, Order 91- I0-11 ; Application of Antonov Design Bureau for an Exemption, Order 93-5-37.

23FINANCIAL PROJECTIONS EXHIBIT ABC-14 Page 1 of 1
The anticipated financial results of the first year of operations under the exemption applied for may be roughly estimated as USD 90 million gross revenues. ABC plans to begin scheduled air transportation of property and mail on MoscowAmsterdam-Chicago-Amsterdam-Moscow routing on April 30, 20 II. ABC will operate these flights using its Boeing 747 aircraft fleet described in Exhibit ABC-IO, and proposes to initially operate three flights per week on this route.



### 24GOVERNMENTAL FINANCIAL ASSISTANCE EXHIBIT ABC-IS 

### Page I of I
ABC does not receive, and does not expect to receive, any financial assistance from the government ofthe Russian Federation.



### 25

### EXHIBIT ABC-16 Page 1 of 1
BILATERAL AGREEMENT & 

### DESIGNATION OF ABC 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 Russian 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 Agreement. On February 12- 13, 2009, 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. ABC 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 Government ofthe United States through diplomatic channels.

26SAFETY & TARIFF VIOLATIONS EXHIBIT ABC-17 Page 1 of 1



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



### 27EXHIBIT ABC-1S Page 1 of 1
WAIVER OF LIABILITY LIMITS UNDER W ARSAW CONVENTION Copies ofOST Fonn 4523 (Waiver ofLiability under Warsaw Convention) as is required by 14 C
.F.R
. § 211.20(t) are on file, submitted to the Department on May 14,2007. The OST Fonn 4523 executed by ABC and submitted to Department on May 14, 2007 remains current and in effect.



### 28