Before the U.S. Department of Transportation Washington, D.C

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of ) ) WIND ROSE AVIATION COMPANY ) ) Docket DOT-OST-2020-______for an exemption pursuant to 49 U.S.C. § 40109 ) ) (Ukraine – U.S.) ) )

APPLICATION OF WIND ROSE AVIATION COMPANY FOR AN EXEMPTION

Communications with respect to this document should be addressed to:

Jonathon H. Foglia Barbara M. Marrin KMA Zuckert LLC 888 17th Street, NW, Suite 700 Washington, D.C. 20006 +1 202.298.8660 [email protected] [email protected]

Counsel for Wind Rose Aviation Company

December 7, 2020

NOTE: Any person may support or oppose this Application by filing an answer and serving a copy of the answer on counsel for Wind Rose Aviation Company and upon each person served with this Application. Answers to this Application are due by December 22, 2020. Wind Rose Aviation Company intends to poll on this Application and will advise the Department of the results.

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of ) ) WIND ROSE AVIATION COMPANY ) ) Docket DOT-OST-2020-______for an exemption pursuant to 49 U.S.C. § 40109 ) ) (Ukraine – U.S.) ) )

APPLICATION OF WIND ROSE AVIATION COMPANY FOR AN EXEMPTION

Wind Rose Aviation Company d/b/a Windrose Airlines (“Windrose”), a foreign air carrier of Ukraine, hereby applies, under 49 U.S.C. § 40109 and Subpart C of the

Department’s Rules of Practice in Proceedings (14 C.F.R. § 302.301 et seq.) for an exemption from 49 U.S.C. § 41302 in order to engage in scheduled and charter foreign air transportation of persons, property and mail from points behind Ukraine, via Ukraine and intermediate points to a point or points in the United States and beyond to the full extent authorized by the U.S. – Ukraine Open Skies agreement. So that it may begin providing the services which are the subject of this Application as promptly as possible,

Windrose respectfully requests expedited processing of this Application.1

1 Upon issuance of the requested exemption, Windrose anticipates providing foreign air transportation to and from the United States pursuant to wet leasing arrangements involving flights operated by either a U.S. air carrier or a duly licensed foreign air carrier of a country ranked as Category 1 under the FAA’s IASA program. Windrose further anticipates directly operating ad hoc charters to and from the United States using its own metal, after obtaining the required FAA operations specifications and TSA security approval. To facilitate its request for the expedited processing of this Application, Windrose will poll the carriers served with this Application and notify the Department of the results.

1 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____

In support of its application, Windrose states as follows:

1. The applicant’s full name is Wind Rose Aviation Company. Its principal place of business is 04070, Ukraine, Kyiv, Voloska str., 50/38, office 134. Wind Rose

Aviation Company is an enterprise established under the laws of Ukraine. The Certificate of Registration of Wind Rose Aviation Company evidencing its organization is attached as Exhibit A.

2. The government air transport authority with jurisdiction over Windrose is the

State Aviation Administration of Ukraine (“SAA”). Its address is as follows: 01135,

Ukraine, Kyiv, 14 Peremohy Ave.

3. Authority Requested: Windrose seeks authority to engage in scheduled and charter foreign air transportation of persons, property and mail from points behind

Ukraine, via Ukraine and intermediate points to a point or points in the United States and beyond, as well as other charters under Part 212 of the Department’s regulations.

211.20(c)

4. Management: Information regarding management of Windrose is attached hereto as Exhibit B.

5. Statement of Ownership: Information regarding the ownership of Windrose is attached hereto as Exhibit C. One hundred percent of Windrose is ultimately owned by a Ukrainian national. Mr. Volodymyr Kamenchuk.

6. Neither Windrose nor any of its key management personnel holds any direct or indirect interest in any U.S. or foreign air carrier, nor does Windrose have any interests

3 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____ in persons engaged in the business of aeronautics, or any common carrier or person whose principal business is the holding of stock in, or control of, any air carrier.

7. Windrose’s insurance meets the minimum requirements set forth in 14

C.F.R. 205. A copy of Windrose’s OST Form 6411, Certificate of Insurance is attached hereto as Exhibit D.

8. A copy of Windrose’s Air Operator Certificate and Operating License is attached as Exhibit E. Windrose is authorized by the SAA to perform charter service to the United States, and currently is in the process of obtaining scheduled traffic rights from the SAA for U.S. services. Upon receipt of such scheduled traffic rights from the SAA,

Windrose will promptly provide appropriate documentation to the Department under separate cover.

9. Windrose has been in continuous operations since 2008. Exhibit F provides additional background information on Windrose and its operations.

10. Fleet Composition: Windrose’s fleet is described in more detail in Exhibit G.

11. Maintenance: Line maintenance for Windrose is performed by its own maintenance organization (approval number UA.145.0016) at Windrose’s hubs at Kyiv

Borispyl Airport (KBP) and Dnipro International Airport (DNK). Line maintenance at other stations is performed by either Windrose’s own or a contracted maintenance organization.

Windrose’s maintenance program complies with the provisions of the ICAO Pilots and

Airmen Annexes I, 6 (Part I), and 7. Ukraine is a contracting state to the Chicago

Convention.

4 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____

12. Agreements: No cooperative arrangements or other agreements between

Windrose and any U.S. or foreign air carrier would affect the services that Windrose

proposes in this Application.

13. The required financial summary is attached as Exhibit H. Concurrent with

the filing of this Application, Windrose is, by separate filing, requesting confidential treatment under 14 C.F.R. § 302.12 for the information contained in Exhibit H.

14. Windrose does not receive any financial assistance from the Government

of Ukraine.

15. Ukraine’s Policy with respect to United States Carriers: It is the understanding of Windrose that the Government of Ukraine would authorize services similar to those requested herein for a U.S. carrier under the applicable bilateral agreement. Windrose’s new service will benefit travelers and shippers in Ukraine and the

United States, serve the interests of comity and reciprocity, and will, therefore, serve the public interest.

16. The services proposed by Windrose are also fully consistent with the

applicable bilateral agreement.2 The United States has consistently recognized that the inclusion of a service in a bilateral agreement to which the United States is a party and

2 AIR TRANSPORT AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE GOVERNMENT OF UKRAINE, signed at Washington, on July 14, 2015, at Article 2.

5 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____

the grant of route authority for a qualified foreign carrier for such service satisfy all relevant

public interest requirements for grant of exemption authority.3

17. Tariff Violations/Accidents: Windrose has not been involved in any tariff

violations or fatal accidents in the past five years.

18. Waiver of Warsaw Convention Liability Limits: A copy of Windrose’s OST

Form 4523 is attached hereto as Exhibit I.

19. Foreign Air Carrier Family Support Act Plan: Windrose’s plan as required

under 49 U.S.C. §§ 1136 and 41313 will be submitted to the National Transportation

Safety Board shortly. Windrose will cause a copy of the plan to be filed in Docket DOT-

OST-1998-3304.

20. Summary of Passenger Manifest Information Collection Procedures:

Windrose will collect the passenger manifest information required by 14 C.F.R. part 243

and will transmit that information to the U.S. Department of State in the event of an

aviation disaster. A summary of Windrose’s procedures is attached as Exhibit J.

21. Fuel Consumption: The operation proposed by Windrose will not result in a near term increase in fuel consumption of ten million gallons or more. Consequently, grant of the authority requested herein will not constitute a “major regulatory action” under the

Energy Policy and Conservation Act of 1975, as defined in 14 C.F.R § 313.4 (a)(1).

22. Verification: The verification required by 14 C.F.R § 302.4(b) is attached hereto as Exhibit K.

3 See, S.REP. No. 96-329, at 4 (1979), reprinted in 1980 U.S.C.C.A.N. 54, 57 (“The negotiation of a bilateral agreement itself represents a determination by the Government of the United States that the grant of route authority provided for under the bilateral is in the ‘public interest.’”).

6 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____

23. Duration: Windrose requests that the exemption sought herein be issued for a minimum period of two years, consistent with the Department’s established policy with respect to exemption authority for foreign air carriers from open skies countries.

For the reasons set forth above, Windrose is fully qualified to operate the services for which authority is herein requested.

# # #

7 Application of Wind Rose Aviation Company Docket DOT-OST-2020- _____

WHEREFORE, based upon the foregoing information, Wind Rose Aviation

Company respectfully requests that it expeditiously be granted (i) an exemption to engage in scheduled and charter foreign air transportation of persons, property and mail as more fully described above, and (ii) such other or additional relief as the Department deems

consistent with this Application and the public interest.

Respectfully submitted,

Jonathon H. Foglia Barbara M. Marrin KMA Zuckert LLC 888 17th Street, NW, Suite 700 Washington, D.C. 20006 +1 202.298.8660 [email protected] [email protected]

Counsel for Wind Rose Aviation Company

December 7, 2020

CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Application of Wind Rose Aviation Company for an Exemption has been served this the 7th day of December 2020, upon each of the parties below by electronic mail.

______James A. Thumpston

TABLE OF EXHIBITS

Exhibit A Certificate of Registration Exhibit B Management & Key Personnel Exhibit C Ownership Exhibit D OST Form 6411, Foreign Air Carriers Certificate of Insurance Exhibit E Air Operator Certificate (AOC) Exhibit F Background, Operations, and International Route Structure Exhibit G List of Aircraft Exhibit H Financial Summary Exhibit I OST Form 4523, Waiver of Warsaw Convention Liability Limits Exhibit J Summary of Passenger Manifest Information Collection Procedures Exhibit K Verification

EXHIBIT A

CERTIFICATE OF REGISTRATION

(Attached)

Exhibit A-1

EXHIBIT B

MANAGEMENT & KEY PERSONNEL

Name Designation Address Nationality Mr. Volodymyr Accountable Off 12, 30/39 Ukrainian Kamenchuk manager Schekavitska str., Kyiv, – General Director 04071, Ukraine

Ms. Anastasiia Deputy General Off 119, 30/39 Ukrainian Hornostaieva Director Schekavitska str., Kyiv, – Financial Director 04071, Ukraine

Mr. Serhii Yanovyi Deputy General Off 134, 50/38 Voloska Russian Director for str., Kyiv 04070, Ukraine operations – Executive Director Mr. Anton Koval Quality Manager – Off 134, 50/38 Voloska Ukrainian Director of Quality str., Kyiv 04070, Ukraine Assurance Directorate Mr. Oleksandr Safety Manager – Off 134, 50/38 Voloska Ukrainian Trishkin Head of Flight Safety str., Kyiv 04070, Ukraine Department Mr. Oleksandr Kozel Security Manager – Off 1.3.25, Terminal “D”, Ukrainian Deputy General Borispyl International Director for Aviation Airport, 7 Borispyl str., Security Hora, Kyiv Region, 08300, Ukraine

Mr. Andrii Golukh Flight Operations Off 54, 201/203 (litera Ukrainian Manager – Director 2A) , Kharkivske of the Flight highway, Kyiv 02121, Operations Ukraine Directorate Mr. Leonid Zakhariya Training Manager – Off 54, 201/203 (litera Ukrainian Deputy Director for 2A) , Kharkivske Training highway, Kyiv 02121, Ukraine

Mr. Dmytro Zimovets Maintenance Off 8, 201/203 (litera 2A) Ukrainian Manager – Director Kharkivske highway, of Engineering and Kyiv 02121, Ukraine

Exhibit B-1

Name Designation Address Nationality Technical Support Directorate Mr. Dmytro Lvov Ground Operations Off 1.3.24, Terminal “D”, Ukrainian Manager- Director of Borispyl International Ground Handling Airport, 7 Borispyl str., Directorate Hora, Kyiv Region, 08300, Ukraine

***None of the individuals listed in the table above is related by blood or marriage to any other individual(s) listed in Exhibit B.

Exhibit B-2

EXHIBIT C

OWNERSHIP

(Attached)

Exhibit C-1

EXHIBIT D

OST FORM 6411 FOREIGN AIR CARRIERS - CERTIFICATE OF INSURANCE

(Attached)

Exhibit D-1

EXHIBIT E

AIR OPERATOR CERTIFICATE

(Attached)

Exhibit E-1

УКРАЇНА UKRAINE ДЕРЖАВНА АВІАЦІЙНА CIVIL AVIATION СЛУЖБА УКРАЇНИ AUTHORITY

Право на експлуатацію повітряної лінії Traffic Right

Номер 3960 Number 3960 Дата 06.11.2020 Date 06 November 2020

Найменування авіаперевізника Air Carrier’s title Товариство з обмеженою «WIND ROSE» Aviation Company відповідальністю «Авіаційна компанія «РОЗА ВІТРІВ»

Місцезнаходження авіаперевізника Legal address 04071, м.Київ, вул. Волоська, 50/38, off. 134, 50/38, Volos’ka str., Kyiv, офіс 134 Ukraine, 04071

Ліцензія на провадження господарської Operating Licence for passengers and діяльності з надання послуг з cargo air transport services перевезення пасажирів, вантажу повітряним транспортом Дата видачі та номер 31.01.2013 Date of issue and number 31 January 2013 Серія АГ № 505944 АГ № 505944

Повітряна лінія: Route:

Київ – Нью-Йорк (Сполучені Штати Kyiv – New York (United States of Америки) - Київ America) – Kyiv

для виконання чартерних міжнародних for charter domestic and international повітряних перевезень з/до України або operations в межах України, що становлять систематичну серію – не менше одного рейсу на тиждень або не менше трьох рейсів на місяць

Цим правом на експлуатацію повітряної Present Traffic Right certifies that this Air лінії засвідчується, що авіаперевізнику Carrier was given the right to operate надано право здійснювати повітряні flights under conditions stipulated by перевезення в обсягах і відповідно до current document. умов, зазначених у цьому документі.

Обов’язки авіаперевізника: Air carrier’s obligations:

Частота рейсів: 2 рейси на тиждень Flights frequency: 2 flights per week

Це право на експлуатацію повітряної This Traffic Right is nontransferable and лінії не підлягає передаванню чи cannot be sold. продажу.

Це право на експлуатацію повітряної Present Traffic Right is valid лінії діє з 11.11.2020 до 27.03.2021 from 11 November 2020 till 27 March 2021

Голова Державної авіаційної служби Chairman of the State Aviation України Administration of Ukraine

О.В. Більчук Oleksandr Bilchuk

Дата видачі 06.11.2020 Date of issue 06 November 2020

EXHIBIT F

BACKGROUND OF WIND ROSE AVIATION COMPANY

Wind Rose Aviation Company (“Windrose”) was formed in 2003. In late 2007, it received its air operator’s certificate from Ukraine. In that time, Windrose has gone from an aviation broker to the largest Ukrainian charter airline, operating with high standards of service and safety. In 2013, Windrose completed the International Air Transportation Association – Operator Safety Audit and became an officially registered operator under that program.

Windrose began by using charter flights throughout Ukraine and the Middle East. Currently the airline is performing non-scheduled and scheduled flights as well as air taxi flights from the Boryspil Airport as well as from almost all the regions of Ukraine using the following types of aircraft: Airbus A-321 (3 ACFT), Airbus A-320 (1 ACFT) and Embraer ERJ-145 LR (3 ACFT), ATR 72-212 A (4 ACFT) and Hawker 800XP (2 ACFT) and Hawker 850XP (1 ACFT). The fleet renewal program is an important part of the airline development strategy. Thanks to the delivery of new aircraft, the company focuses on the transition of the fleet to the Airbus family. This transition allows Windrose to offer a higher quality, more consistent product, permitting Windrose to optimize its operations around a common platform. The transition to a more homogeneous fleet has significant operational, financial and competitive advantages. Windrose is able to improve the efficiency of its operations, reduces unit costs and offers an improved and consistent product for the customers

The share of charter air transportation of the airline in the Ukrainian market is about 60%. Safety of flights is a priority for Windrose.

Windrose operates flights in international air transportation as well. International destinations include Egypt, Turkey, Greece, Spain, Cyprus, Croatia, Montenegro, Bulgaria, Romania, Ukraine, Italy, the United Arab Emirates, Austria and Finland. Windrose continues to expand its international presence.

Windrose is a proud Ukrainian company. Windrose has incorporated designs from popular Ukrainian artists onto its aircraft as well as used a Ukrainian fashion designer to design its crew uniforms. Windrose has also utilized livery designs that highlight Ukrainian cultural and heritage sites. Windrose is proud to make Ukrainian aviation history. It was the first Ukrainian company to utilize Airbus A321 and A330 aircraft.

Exhibit F-1

EXHIBIT G

LIST OF AIRCRAFT

Lessor and Registration Country of Serial Lessor Fleet Status Business Number Registration Number Citizenship Address DILORSANO CONSULTING LTD Arch.Makariou III, A321 UR-WRI UKRAINE 2682 Leased CYPRUS 155, Proteas House, 5th floor, 3026, Limassol, Cyprus DILORSANO CONSULTING LTD Arch.Makariou III, A321 UR-WRH UKRAINE 2462 Leased CYPRUS 155, Proteas House, 5th floor, 3026, Limassol, Cyprus SERENDIP LDA Rua dos Ilheus, 6, A321 UR-WRJ UKRAINE 1869 Leased PORTUGAL 9000176, Funchal, Madeira, Portugal GENESIS IRELAND AVIATION TRADING 3 A320 UR-WRW UKRAINE 1860 Leased LIMITED IRELAND 70 Sir John Rogerson’s Quay, Dublin 2, Ireland

VISKONA INVESTMENTS LTD H25B UR-WRS UKRAINE 258859 Leased Arch. Makariou III, CYPRUS 113, 1st floor, Limassol, 3021, Cyprus

Exhibit G-1

Lessor and Registration Country of Serial Lessor Fleet Status Business Number Registration Number Citizenship Address VISKONA INVESTMENTS LTD H25B UR-WRR UKRAINE 258617 Leased Arch. Makariou III, CYPRUS 113, 1st floor, Limassol, 3021, Cyprus VISKONA INVESTMENTS LTD H25B UR-PRT UKRAINE 258682 Leased Arch. Makariou III, CYPRUS 113, 1st floor, Limassol, 3021, Cyprus NAC AVIATION 30 LIMITED Gardens AT76 UR-RWA UKRAINE 1178 Leased International, IRELAND Henry Street, Limerick, V94 4D83, Ireland NAC AVIATION 30 LIMITED Gardens AT76 UR-RWB UKRAINE 1262 Leased International, IRELAND Henry Street, Limerick, V94 4D83, Ireland NAC AVIATION 29 DAC Gardens AT76 UR-RWC UKRAINE 1450 Leased International, IRELAND Henry Street, Limerick V94 4D83, Ireland NAC AVIATION 29 DAC Gardens AT76 UR-RWD UKRAINE 1458 Leased International, IRELAND Henry Street, Limerick V94 4D83, Ireland

Exhibit G-2

Lessor and Registration Country of Serial Lessor Fleet Status Business Number Registration Number Citizenship Address GOIANIA COMERCIO E SERVICOS INTERNAÇIONAIS E145 UR-DNT UKRAINE 145709 Leased LDA PORTUGAL Av. do Infante N50, Funchal, 9004-521, Madeira, Portugal SERENDIP LDA Rua dos Ilheus, 6, E145 UR-DNR UKRAINE 145641 Leased PORTUGAL 9000176, Funchal, Madeira, Portugal SERENDIP LDA Rua dos Ilheus, 6, E145 UR-DNF UKRAINE 145404 Leased PORTUGAL 9000176, Funchal, Madeira, Portugal

Exhibit G-3

EXHIBIT H

FINANCIAL SUMMARY

Confidential Treatment Requested Under § 302.12

Exhibit H-1

EXHIBIT I

OST FORM 4523 WAIVER OF WARSAW CONVENTION LIABILITY LIMITS

(Attached)

Exhibit I-1

EXHIBIT J

SUMMARY OF PASSENGER MANIFEST INFORMATION COLLECTION PROCEDURES

WIND ROSE AVIATION COMPANY

Introduction

This summary is submitted by WIND ROSE AVIATION COMPANY to the U.S. Department of Transportation in accordance with 14 C.F.R. Part 243.

Summary of Procedures

For each covered flight segment, WIND ROSE AVIATION COMPANY shall collect, or cause to be collected, the full name of each passenger who is a U.S. citizen. Any U.S. citizen who does not provide this information will not be permitted to board.

WIND ROSE AVIATION COMPANY will request an emergency contact telephone number and name from U.S. citizen passengers. As the provision of this information is voluntary, WIND ROSE AVIATION COMPANY will not deny boarding to any passenger who refuses to provide it.

WIND ROSE AVIATION COMPANY shall store the information collected pursuant to the above procedures until passengers on the covered flight segment disembark. This information will be kept confidential and will not be used for purposes other than those described herein or disclosed to any entity except as required and permitted by law.

In the event of an aviation disaster, WIND ROSE AVIATION COMPANY shall contact the Managing Director of Overseas Citizen Services, Bureau of Consular Affairs, U.S. State Department, by telephone. Not later than three hours after confirmation of such a disaster, WIND ROSE AVIATION COMPANY shall transmit to the U.S. State Department and, upon request, the National Transportation Safety Board, the information collected in accordance with these procedures.

24 Hour Contact Information

WIND ROSE AVIATION COMPANY’s 24-hour operations center is located at Boryspil International Airport State Enterprise, Boryspil-7, Hora village, Boryspil district, Kyiv region, 08300. The telephone number and email address for the operations center are as set forth in the Company’s family assistance plan that will be filed with the National Transportation Safety Board. Department.

Exhibit J-1

EXHIBIT K

VERIFICATION

Pursuant to Title 18 United States Code Section 1001, I, Volodymyr Kamenchuk in my individual capacity and as the authorized representative of the pleader, have not in any manner knowingly and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement of knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the pleading. I understand that an individual who is found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or imprisoned not more than five years, or both.

Signed:

Print Name: Kamenchuk Volodymyr Title: General Director Date: December 7, 2020

Exhibit K-1