ABX Air, Inc., Capital Cargo International Airlines, Inc. and Air Transport International Limited Liability Company

OST-2007-0067 - Transfer of Internaitonal Authority

November 8, 2007

Joint Application for a Transfer of International Authority

On November 1, 2007, ABX Holdings, Inc., which currently is a wholly owned subsidiary of ABX Air, and CHI Acquisition Corp., which is a wholly owned subsidiary of ABX Holdings, entered into a Stock Purchase Agreement pursuant to which ABX Holdings will acquire, through CHI Acquisition Corp., all or substantially all of the stock of Cargo Holdings International, Inc. CHI is the parent holding company of CCIA and ATI. Prior to the closing of the transaction, ABX Air will reorganize into a holding company structure, with ABX Air becoming a wholly owned subsidiary of ABX Holdings. Following the closing of the transaction, CHI Acquisition Corp. and CHI will be merged, with CHI becoming a direct, wholly owned subsidiary of ABX Holdings.

As regards to the three-part test, the three air carriers, under the common control of ABX Holdings, will be even more viable than if CCIA and ATI were to remain separately owned from ABX Air because of the synergies and other efficiencies that will result from the transaction, even considering that each carrier will continue to conduct separate operations. Certain core functions can nonetheless be consolidated (such as purchasing fuel and insurance in greater bulk or dollar value to obtain greater discounts) and the carriers will be more viable as a result of achieving these efficiencies. Second, the certificate and exemption transfers will have no negative impact on domestic all-cargo carrier competition, which under U.S. law is completely unfettered and is today extremely competitive. In fact, by making each carrier more cost effective, competition in the domestic cargo market will be heightened when the transaction is closed and the companies each are able to operate with greater efficiency

Counsel: Capital Cargo, George Golder, 4047-517-0290 / Silverberg Goldman, Robert Silverberg, 202-944-3304, rsilverberg@sgbdc.com for ABX

OST-2007-0068 - Pendente Lite Exemption - Certificate Transfer

November 8, 2007

Joint Application for Pendente Lite Exemption

ABX Air, Capital Cargo International Airlines, Inc. and Air Transport International Limited Liability Company hereby request an exemption pendente lite to allow the continued operations by CCIA and ATI of international authority while under common ownership with ABX Air, pending action by the Department on a de facto certificate transfer application filed simultaneously with this application. The Joint Applicants respectfully request a decision by the Department on this application by December 14, 2007 in order to allow the parties to coordinate the closing of the transaction by as early as the end of this year.

Counsel: Capital Cargo, George Golder, 4047-517-0290 for Capital Cargo and ATi / Silverberg Goldman, Robert Silverberg, 202-944-3304, rsilverberg@sgbdc.com for ABX

Order 2007-12-28
OST-2007-0068 - Pendente Lite Exemption - Certificate Transfer

Issued and Served December 27, 2007

Order Granting Exemption

We have decided to grant the Joint Applicants' request for an exemption from the provisions of section 41105 until we have ruled on the de facto transfer request. The Joint Applicants correctly noted that our grant of exemptions in cases such as this is contingent upon the carriers involved, in this case ABX, CCIA, and ATI remaining separate and independently operated corporations until a ruling has been made in the underlying defacto transfer case. In this case, as in previous cases, we see no reason to withhold exemption authority pending Departmental action on the certificate transfer application. As long as ABX, CCIA, and ATI remain separate entities, should we disapprove the proposed transfer, either in whole or in part, ABX Holdings could divest itself of CCIA and ATI. The Joint Applicants should not construe our grant of this exemption as a decision to approve the related defacto transfer application or any aspect of that application

By: Michael Reynolds