Global Supply Systems Limited

August 14, 2003

OST-03-15955 - US-UK

Application for a Foreign Air Carrier Permit

GSS is substantially owned and effectively controlled by U.K. citizens. Through the wholly-owned holding company River Don Limited, Mr. John Porter, a U.K. citizen, owns 51% of GSS. Mr. Porter is an investor in several technology and service businesses. He serves on the GSS board with two other directors he has appointed, U.K. citizens Roderick Lynch and Peter White. The remaining interest in GSS is held by Atlas Air, Inc., a U.S. carrier and a wholly-owned subsidiary of publicly-traded Atlas Air Worldwide Holdings, Inc. Atlas has appointed two of its own officers, Jeff Erikson and Todd Wakelee Smith (U.S. citizens) to the GSS board. Finally, the key management personnel of GSS are U.K. citizens.

By Notice of Action Taken dated August 21, 2002, in Docket OST-02-12112, the Department granted GSS exemption authority to conduct the same type of operations that are the subject of the current application.' The Department also authorized GSS to wet lease aircraft on a long term basis to British Airways plc. By Notice of Action Taken, dated July 30, 2003, the authorizations were extended for an additional year.

On the same day that the Department issued the original Notice of Action Taken, the FAA issued to GSS Part 129 Operations Specifications, and on October 2, 2002, GSS began operations to the United States pursuant to the wet lease agreement with British Airways. GSS has since utilized two B-747-400F aircraft to conduct numerous B-747 wet lease operations on behalf of British Airways between the United Kingdom and the United States. GSS anticipates adding a third B-747 aaircraft in the near future.

Exhibit GSS-1: Charter Route Licence
Exhibit GSS-2: Designation
Exhibit GSS-3: Certificate of Insurance
Exhibit GSS-4: Warsaw Agreement
Exhibit GSS-5: Passenger Manifest Plan
Exhibit GSS-6: Family Assistance Plan

Counsel: Piper Rudnick, 202-371-6030, bill.evans@puperrudnick.com

Global Supply Systems Limited

Order 04-1-22
OST-03-15955 - Foreign Air Carrier Permit - UK-US All-Cargo

Issued December 1, 2003 | Served January 28, 2004

Order Issuing Foreign Air Carrier Permit

By application filed August 14, 2003, Global Supply requests that we issue it an initial foreign air carrier permit to engage in charter foreign air transportation of property and mail between the United Kingdom and the United States pursuant to the bilateral aviation undertakings of the United Kingdom and the United States.' Global Supply states that the authority requested is consistent with the provisions of the bilateral aviation agreement between the United Kingdom and the United States.

Global Supply holds Department exemption authority, most recently renewed on July 30, 2003, to conduct the all-cargo charter services at issue here. See Notice of Action Taken, dated July 30, 2003, in Docket OST-2002-12112. Global Supply received initial Department authority on August 21, 2002, and commenced allcargo services to and from the United States with UK-registered B-747 aircraft it wet leased to British Airways for British Airways' authorized all-cargo services.

By: Michael Reynolds