OST-97-2628 / Air UK and Leisure Intl / June 18, 1997

Applicants request that this Application be processed in accordance with the simplified procedures established under Part 302, Subpart Q of the Economic Regulations, 14 CFR 302.1701 et seq.

NOTICE: Any person who wishes to support or oppose this application must file an Answer by July 16, 1997 and serve that Answer on the above-named counsel and on all persons served with this Application.

Joint Application of :

AIR UK (LEISURE) LIMITED and LEISURE INTERNATIONAL AIRWAYS LIMITED for Transfer of Foreign Air Carrier Permit Pursuant to 49 U.S.C. § 41303

Air UK (Leisure) Limited ("Old Leisure") and Leisure International Airways Limited ("New Leisure") (collectively the "Applicants") by their undersigned counsel, pursuant to 49 U.S.C. § 41303, respectfully request the transfer of Old Leisure's foreign air carrier permit to New Leisure authorizing it to engage in the charter foreign air transportation of persons and property between a point or points in the United Kingdom and a point or points in the United States.

The Applicants request that this Application be processed under the simplified procedures of Subpart Q of 14 C.F.R. § 302.1701 et seq.

Under an Exchange of Notes, the Governments of the United States and the United Kingdom have agreed that the aviation authorities of each will accept the other's fitness and citizenship determinations with respect to the other's carriers for transatlantic charter operations. The Applicants are submitting this application pursuant to the terms of the Exchange of Notes.

In support of this application, the Applicants state as follows:

1. Old Leisure, formerly known as "Leisure International Airways Limited," holds a foreign air carrier permit (the "Leisure Permit") authorizing it to engage in charter foreign air transportation of persons and property between any point or points in the United Kingdom and any point or points in the United States as more fully set forth in the permit. Order 93-11-32.

2. New Leisure is a U.K. charter carrier duly authorized by the Civil Aviation Authority to perform charter transportation for the carriage of passengers and cargo between the United Kingdom and the United States. A copy of New Leisure's current operating license, dated May 14, 1997, and a copy of its Route License, dated May 19, 1997, are annexed hereto as Exhibit A. New Leisure holds 100% of the shares of Old Leisure.

3. As part of a corporate restructuring, New Leisure has taken over the charter operations of its wholly owned subsidiary, Old Leisure. The U.S. operations consist primarily of carrying U.K.-originating passengers to Orlando, Florida for vacations. A copy of New Leisure's prospectus for its summer 1997 program is on file with the Special Authorities Division (PC-97-253).

4. The United Kingdom has duly designated New Leisure to perform charter operations to the United States under the U.S.-U.K. Air Services Agreement.

5. New Leisure, formerly known as "Air U.K. (Leisure) Limited," holds exemption authority, granted April 15, 1997 (Docket OST-97-2250), to conduct charter foreign air transportation of persons and property between the United Kingdom and the United States and other charters pursuant to 14 CFR 212 pending the transfer of the Leisure Permit. /1

6. New Leisure has been operating charter flights within Europe since 1988.

7. The principal place of business for both New Leisure and Old Leisure is Leisure House, Church Road, Lowfield Heath, Crawley, West Sussex RH11 0PQ. The registered office is Stansted House, Stansted Airport, Essex CM24 1AE.

8. New Leisure is operating the same two U.K.-registered B767 aircraft that Old Leisure used in its charter programs.

9. A Foreign Air Carrier Certificate of Insurance covering both New Leisure and Old Leisure is on file with the Office of Aviation Analysis and in Docket OST-97-2250.

10. New Leisure has filed an executed OST Form 4523 waiving liability limitations under the Warsaw Convention (Montreal Agreement) with the Documentary Services Division (Docket 17325).

1/ By letter dated May 13, 1997, Paul Gretch, Director, Office of International Aviation, acknowledged the name change from "Air UK (Leisure) Limited" to "Leisure International Airways Limited" under 14 CFR Part 215.

11. The public interest will be served by allowing New Leisure to continue the operations of Old Leisure, thereby ensuring transportation services for both U.S.-U.K. passengers and shippers and boosting tourism in the United States.

12. The transfer of the Leisure Permit is not a major regulatory action requiring the preparation of an environmental impact statement or assessment. There would be no appreciable change in aircraft fuel consumption as a result of the transfer.

13. The FAA has reissued Old Leisure's operations specifications in the name of "Air UK (Leisure) Limited" (New Leisure) and is in the process of effecting the name change to "Leisure International Airways Limited."

WHEREFORE, the Applicants respectfully request the Department to transfer the Leisure Permit to New Leisure, authorizing New Leisure to engage in charter foreign air transportation of persons and property between any point or points in the United Kingdom and any point or points in the United States.

Respectfully submitted,

Susan Gotbetter

FULBRIGHT & JAWORSKI L.L.P.

Attorneys for Air UK (Leisure) Limited and Leisure International Airways Limited

666 Fifth Avenue

New York, New York 10103-3198

Dated: June 17,1997