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ALM 1997 Airline N.V.

Set forth below and in the attached exhibits are the information required under DOT's Economic Regulations (14 C.F.R. paragraph 211.20) in conjunction with the transfer of a foreign air carrier permit.

211.20 (a)

The applicant's name is: ALM 1997 Airline N.V.

Address: Aeropuerto Hato, Curacao, Netherlands Antilles

Nature of organization: a Corporation organized under the

laws of the Netherlands Antilles pursuant to the Civil Code

of the Netherlands Antilles.

211.20 (b) Department of Civil Aviation Netherlands Antilles Seroe Mahuma Curacao, Netherlands Antilles Director: Dr. S. Francisco Tel: 5999-9-868-3998 Fax: 5999-9-868-9924

211.20 (c)

This application seeks the transfer of the foreign air carrier permit issued to ALM Antillean Airlines N.V. ("ALM") pursuant to Order 81-11-99 to ALM 1997 Airline N.V. ("ALM 1997"). If the application is approved, there will be no change in the schedules currently being operated by ALM, which are set forth in Exhibit ALM-5. ALM 1997 is being formed by the Government of the Netherlands Antilles to assume responsibility for the air transport services ALM currently operates as part of a Government plan to restructure ALM. ALM 1997 will operate these schedules with the same aircraft currently flown by ALM.

211.20 (d)

Key management of ALM 1997 Airline N.V. will be the same as the current management of ALM. These personnel are identified below. The business address of all management personnel is the same:

ALM 1997 Airline N.V. Aeropuerto Hato

Curacao, Netherlands Antilles

1. President: Mr. Conrad Aleonq

Nationality Canadian

Home address: Jan Noorduynweg E 52 APT.

Curacao

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2. Vice-President Finance: Mr. Marinus Johan van Eenennaam Nationality: Dutch Home address: Koraal Partir 45 Curacao

3. General Manager Airline Operations & Customer Service:

Mr. Frederico Guillermo Hoffman

Nationality: Dutch

Home address: Jan Noorduynweg C 32 APT.

Curacao

4. Director Flight Operations ~ Safety Capt. Leslie A. Laplace Nationality: Dutch Home address: Soldatenweg 6 Curacao

5. General Manager Maintenance & Engineering Mr. Phillip Fernandee Nationality: American Home address: Trupiaalweg 8 Curacao

6. Maneaer Ouality Control Technical Department Mr. Mauriello A. Hermina Nationality: Dutch Home address: Carawaraweg 83 Curacao

7. Fleet Manager MD-80 Capt. Teofilo Marion

Nationality: Dutch

Home address: Hermesweg 14

Curacao

8. Fleet Manager DHC-8-300

Capt. Adrianus Brobbal

Nationality: Dutch

Home address: Cas Grandi, Kavel 822

Curacao

9. Manager Flight Procedure Standards & Training Capt. Lambertus H. Aengenendt Nationality: Dutch Home address: Gouverneur van Lanebergeweg 4 Curacao

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None of the foregoing individuals is related by blood or marriage.

211.20 (e)

Names and citizenship of all persons holding 5% or more of the capital stock of the applicant.

1. The authorized capital of ALM 1997 consists of 500 shares of stock with a par value 100 Netherlands Antilles guilders ("NAf"). All of the capital stock of ALM 1997 is owned by a holding company, ALM 1997 Holding N.V. ("ALM Holding"). ALM Holding is a corporation organized under the laws of the Netherlands Antilles. The authorized capital of ALM Holding consists of 1000 shares of stock with a par value of NAf 100. The Government of the Netherlands Antilles owns 95` of the capital stock of ALM Holding.

2. KLM Royal Dutch Airlines, a company organized under Dutch law, owns the remaining five percent of ALM Holding capital stock. KLM's address is:

Amsterdamseweg 55

1182 GP Amstelveen

The Netherlands

KLM is a publicly-traded company in the Netherlands. ALM 1997 has no information as to whether any individual person or firm owns five (5) percent or more of KLM's stock, other than the Dutch Government.

211.20 (f)

Neither ALM, ALM 1997, ALM Holding, nor any of their officers, directors, and managers hold any interest in other air carriers.

KLM holds interests in

(i) (see iii)

(ii) Transavia Airlines C.V. - the Netherlands

KLM Cityhopper B.V. - the Netherlands

KIM/ERA Helicopters C.V. - the Netherlands

Martinair Holland N.V. - the Netherlands

Air UK Ltd. - United Kingdom

Kenya Airways - Kenya

Antilliaanse Luchtvaart Maatschappij N.V. -

the Netherlands Antilles

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(iii) Wing Holding Inc., holding company of Northwest Airlines

211.20 (a)

As indicated under 211.20 (e), the Government of the Netherlands Antilles beneficially owns virtually all of the capital stock of ALM 1997 Airline N.V. through its ownership of ALM Holding. The Government appoints a Supervisory Board of Directors for both companies, which is responsible to oversee their operations. At present, the Supervisory Board of both companies consists of the same six persons, all of whom are Dutch citizens resident in the Netherlands Antilles. The Chairman of both Supervisory Boards is Mr. G.A. Abbad. Under Antillean law, all corporations have both Supervisory and Management Boards of Directors. The Management Boards of both ALM Holding and ALM 1997 consist of two persons -- Mr. Conrad Aleong and Mr. Johan van Eenennaam, the President and Vice President Finance, respectively, of ALM and ALM 1997. No department or agency of the Government has any direct role in the company's managerial decisions, which are the responsibility of the airline's management.

211.20 (h)

ALM 1997's insurance coverage will exceed the liability limits established in Part 20S. ALM's current insurance coverage is provided by the Polygon Insurance Company Limited and is arranged through Bowring Aviation Limited, London on behalf of ALM. ALM 1997 intends to continue this same coverage. See page 10 of this exhibit.

211.20 (i)

To be supplied under separate cover.

211.20 (i)

ALM 1997 and ALM Holding are new companies formed by the Government of the Netherlands Antilles in February of 1997, to take over the air transport business of ALM Antillean Airlines N.V. ("ALM"). ALM has served the United States as an independent company for nearly 30 years. The Company was originally the West Indies Division of KLM Royal Dutch Airlines, and was acquired by the Government of the Netherlands Antilles from KLM in 1969. Because ALM has incurred substantial operating loses for a number of years, the Netherlands Antilles Government has decided to restructure ALM, transferring all of ALM's assets to ALM 1997. The management of ALM 1997 will be the same as the current management of ALM. ALM 1997 intends to offer jobs to

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essentially all of the cockpit crews, cabin staff and technical department employees who currently work for ALM and to most of ALM's administrative and ground and passenger handling staff. The new company will, however, have fewer total employees than ALM and implement revised terms and conditions of employment for some employees and employee groups. As a result of the restructuring, ALM 1997 expects to reduce its administrative and overhead costs enough to be able to operate profitably the services ALM is currently providing at a loss.

ALM operates (and ALM 1997 will operate) a fleet of seven aircraft -- three MD82 series aircraft and four de Haviland Dash8-300 series aircraft -- and provides service to Miami, Florida, Atlanta, Georgia, and San Juan, Puerto Rico. (ALM also holds exemption authority to serve Ft. Lauderdale, Florida, although it has recently suspended service there due to unsatisfactory operating results. ALM 1997 has applied for an exemption to serve Ft. Lauderdale and intends to review the possibility of resuming service over a Curacao-Ft. Lauderdale routing.) ALM 1997 will operate the same schedule currently being flown by ALM. In addition to serving the U.S., ALM has, since its inception, operated intra-island service linking the islands of the Netherlands Antilles and linking the Netherlands Antilles to other countries in the Caribbean region, including Haiti, Venezuela, the Dominican Republic, Aruba, Trinidad & Tobago, Jamaica and Surinam.

211.20 (k)

The composition of the new company's fleet will be the same as the existing fleet of ALM.

ALM aircraft are dry-leased and registered in the nationality register of the Department of Civil Aviation of the Netherlands Antilles.

MD-82 aircraft (3) Lessors

(l) PJ - SEF ALM Leasing Co., a corporation

(2) PJ - SEG organized under the laws of the Cayman Islands.

c/o Mees Pierson (Cayman) Limited

British American Centre

Phase 3, Dr. Roy's Drive

Georgetown, Grand Cayman

Cayman Islands

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(3) PJ - SEH Holding Ltd., a company incorporated under the laws of Ireland.

c/o Woodchester International Leasing

WIL House

Shannon Business Park

Shannon

Co. Clare

Ireland

DHC-8-300 aircraft (4)

(1) PJ - DHA C.I.T. Leasing Corporation

(2) PJ - DHB 270 Park Avenue

New York, NY 10017

U.S.A.

(Delaware corporation)

(3) PJ - DHE Airplanes Finance Limited, a company

(4) PJ - DHI incorporated under the laws of Ireland

GPA House

Shannon

Co. Clare

Ireland

ALM 1997 does not anticipate acquiring additional aircraft if this application is granted. However, the Company does periodically review its fleet plan and will acquire aircraft if it believes it has a commercial need for additional aircraft

211.20 (1)

ALM 1997's aircraft fleet consists of seven aircraft, three MD82 series aircraft and four de Haviland Dash 8-300 series aircraft. All of the aircraft are maintained pursuant to ALM 1997 maintenance programs that meet the requirements of the ICAO and have been approved by the Civil Aviation Administration of the Netherlands Antilles (the "CAA"). ALM 1997 employees will perform all scheduled maintenance required on the Dash 8 aircraft. ALM contracts for the heavy maintenance checks (C checks, I checks, and D checks) on its MD82 aircraft to be performed by qualified outside vendors under the supervision of ALM's technical department. At the present time, this maintenance is performed by either AeroMexico or Shannon Aerospace. ALM 1997 contracts with outside vendors to perform all required engine overhauls or repairs, as needed. All of the engines are maintained on conditioning monitoring programs approved by the CAA. The Kingdom of the Netherlands of which the Netherlands Antilles

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is a constituent part is a party to the Convention on International Civil Aviation.

211.20 (m)

ALM has been granted a Statement of Authorization by the Department to display the "UA" two-letter designator code of United Airlines on services ALM operates between Miami and Curacao and Bonaire in the Netherlands Antilles via Port-auPrince, Haiti, and Santo Domingo and Puerto Plata, the Dominican Republic, to implement a code-sharing agreement between ALM and United. ALM has also been granted a Statement of Authorization to display the "PY" two-letter designator code of Surinam Airways ("SLM") between Curacao and Miami, and to code share with Windward Island Airways on services to and from San Juan. ALM has pending an application for approval to code share with American Airlines pursuant to a reciprocal code-sharing agreement between the carriers. This agreement would replace the agreement ALM currently has with United. ALM 1997 intends to continue the arrangements with United and SLM according to their terms and is separately filing applications for Statements of Authorization to continue these code-shared services. ALM 1997 also intends to go forward with the agreement with American and is separately filing a request to be substituted for ALM as a party to the pending applications. The United and American agreements are on file with the Department.

211.20 (n)

Financial information responsive to this request is being filed separately along with a Motion for Confidential Treatment pursuant to Rule 39.

211.20 (a)

The Government and the Parliament of the Netherlands Antilles have approved a capital investment of NAf 24 million (Netherlands Antillean guilders; approx US$ 13.5 million) in the company for capital infrastructure improvements. 50` of said investment has been paid to ALM Antillean Airlines and 50` shall be paid to ALM 1997 Airline N.V. The Government provides an annual subsidy of NAf SM to cover loses the company incurs providing essential services among the islands of the Netherlands Antilles. In addition, to the extent ALM has incurred operating loses in prior years, the Government has been forced periodically to increase its investment in the airline to fund such loses.

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211.20 (p)

A response to this request is being filed along with the financial information responsive to request 211.20(n).

211.20 (q)

This application seeks the transfer to ALM 1997 of the foreign air carrier permit issued to ALM pursuant to Order 81-11-99. Air services between points in the United States and the islands that comprise the Netherlands Antilles are provided under the terms of the 1957 Air Transport Agreement between the U.S. and Kingdom of the Netherlands pertaining to Kingdom territory in the Caribbean. The permit the CAB issued to ALM in 1981 is based, however, not on the route description attached to the 1957 agreement, as amended, but on the terms of an ad referendum agreement negotiated in 1980 between the U.S. and Kingdom representatives relating to the Netherlands Antilles.

Even though that agreement was never brought into force, both governments adhered to the terms of the agreement pursuant to a Memorandum of Understanding signed on January 22, 1980. As a result, the Board issued an amended foreign air carrier permit to ALM in 1981, reflecting the route description of the 1980 agreement, which permit remains in effect today.

The transfer of this permit to ALM 1997 in its current form is consistent with principles of comity and reciprocity. The U.S. has a long history of liberal aviation relations with the Kingdom of the Netherlands, including the Netherlands Antilles. The Kingdom has always been a strong supporter of U.S. efforts to liberalize governmental regulation of international air services, including the removal of all entry and pricing restrictions.

U.S. carriers already enjoy complete access to points in the Netherlands Antilles for both scheduled and charter services. U.S. carriers are free to operate to points in the Netherlands Antilles from any gateway point of their choosing in the United States. Services to the Netherlands Antilles can be provided via any intermediate point a carrier wants and can be continued beyond the Netherlands Antilles to any point. The Netherlands Antilles has freely permitted U.S. carriers to serve the islands through code-sharing arrangements despite the absence of any provision on code sharing in either the 1980 or 1957 agreements. Even though the 1957 Agreement is a Bermuda 1 type bilateral, the Government of the Netherlands Antilles has permitted U.S carriers complete freedom to price their U.S.-Netherlands Antilles services without restriction.

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Under these circumstances, principles of comity and reciprocity clearly support the joint applicants' request to have the permit issued to ALM by the Board in 1981, transferred to ALM 1997, with one modification.

At the time ALM's permit was issued, Aruba was a part of the confederation of islands that comprise the Netherlands Antilles, and was served by ALM. In 1986, Aruba obtained separate status within the Kingdom. ALM continued to serve Aruba, however, on the understanding that the term Netherlands Antilles as used in its permit as of 1981, included Aruba, and was unaffected by the change in Aruba's juristic status within the Kingdom. To avoid confusion, in transferring ALM's permit to ALM 1997, the Department may want to list Aruba as a separate intermediate point.

A copy of the note designating ALM 1997 to serve the U.S. under the terms of the 1957 Kingdom Agreement will be provided separately to the Department.

211.20 (r)

It is the policy of the Government of the Netherlands Antilles to grant without exception applications by U.S. carriers to serve points in the Netherlands Antilles whether such service is to be provided on a scheduled or charter basis, or involves passenger, all-cargo or combination services. U.S. carriers are accorded fifth-freedom rights in conjunction with service to or from points in the Netherlands Antilles upon request.

211.20 (s)

During the preceding five years, ALM has not been involved in any safety or tariff violations; nor has it been involved in any fatal accidents. As a new entity, this question is inapplicable to ALM 1997.

211.20 (t)

Three executed copies of CAB Form 263 are being filed herewith.