UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Issued by the Department of Transportation on February 28, 2013 

### NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2000 - 8202 , DO T - OST - 2001 - 10369 , DOT - OST - 2005 - 21605 , DOT - OST - 2005 - 23435 , DOT - OST - 2008 - 0313 , DOT - OST - 2008 - 0366 , DOT - OST - 2008 - 0369 , DOT - OST - 2008 - 0385 , DOT - OST - 2009 - 0159 , and DOT - OST - 2011 - 0217

_____________________________________________________________________________________ ________ ______________ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will b e issued in this matter). Applicant: AEROVIAS DE MEXICO, S.A. de C.V. (Aeromexico) Date Filed : November 30, 2012 , as amended 1 Relief requested: Renewal of exemption s from 49 USC §40109 to permit the applicant to engage in scheduled foreign air transportation of persons, property, and mail on t he following Mexico

- U.S. routes : Docket DOT - OST - 2000 - 8202 Guadalajara, Mexico

- On tario, California If renewal, date and citation of last action: December 6, 2011 , in the above

- referenced Docket
. Docket DOT - OST - 2001 - 10369 2 Mexico City, Mexico

- Atlanta, G eorgia If renewal, date and citation of last action: December 6 , 2011, in the above

- referenced Docket. Docket DOT - OST - 2005 - 21605 Durango, Mexico

- Chicago, Illinois , only by code

- share on flights operated by Aerolitoral If renewal, date and citation of last action: December 12 , 2011, in the above

- referenced Docke t . Docket DOT - OST - 2005 - 23435 Mex ico City, Mexico

- San Antonio, Texas , only by code

- share on flights operated by Aerolitoral If renewal, date and citation of last action: December 12 , 2011, in the above

- referenced Docket.

1 On February 1 , 2013, the applicant filed amendment s to its r equests in Dockets DOT

- OST

- 2005

- 21605, DOT

- OST

- 2005

- 23435, and DOT 2008

- 0313
. In its amended filings, the applicant stated that it was limiting its renewal requests for Durango

- Chicago exemption authority in Docket DOT

- OST

- 2005

- 21605 and Mexico City

- San Antonio exemption authority in Docket DOT

- OST

- 2005

- 23435 to the display of its (AM*) designator code on flights operated by Aerolitoral, S.A. de C.V. d/b/a A eromexico Connect (Aerolitoral)
. The applicant also withdrew its request for renewal of its Morelia

- Chicago exemption authority in Docket DOT

- OST

- 2008

- 0313. On February 22, 2013, the applicant filed an amendment to its request in Docket DOT

- OST

- 2009

- 0159 , stating that it was limiting its request for renewal of its Monterrey

- San Antonio exemption authority to the display of its (AM*) designator code on flights operated by Aerolitoral
. 2 Aeromexico also has pending an additional application in this Docket for renewal of the Monterrey

- Atlanta exemption authority it holds by displaying its code on flights operated in that market by Delta Air Lines, Inc. (Delta) or Delta Connection carriers . We will address that request separately.Docket DOT - OST - 2008 - 0366 Mexico City, Mexico

- D enver, C olorado If renewal, date and citation of last action: December 14 , 2011, in the above

- referenced Docket. Docket DOT - OST - 2008 - 0369 Mex ico City, Mexico

- Las Vegas, Nevada If renewal, date and citation of last action: December 22 , 2011, in the above

- referenced Docket. Docket DOT - OST - 2008 - 0385 Cancun, Mexico

- Atlanta, Georgia If renewal, date and citation of last action: December 14 , 2011, in the above

- referenced Docket. Docket DOT - OST - 2011 - 0217 G uadalajara, Mex ico

- Phoenix, Arizona If renewal, date and citation of last action: December 12 , 2011, in the above

- referenced Docket. Docket DOT - OST - 2009 - 0159 Monterrey, Mexico

- San Antonio, Texas , only by code

- share on flights operated by Aerolitoral
. If renewal, date and citation of last action: December 22, 2011, in the above

- referenced Docket. Applicant representative: John. R. Mietus, Jr., 202

- 747

- 5212 DOT analyst: Darren Jaffe, 202

- 366

- 2512 Responsive pleadings: None. DISPOSITION Action: Approved. Action date: February 28 , 2013 Effective dates of authority granted: February 28 , 2013 , through February 28 , 201 4
. Basis for approval (bilateral agreement/reciprocity): United States

- Mexico Air Transport Services Agreement. Except to the extent exempted/waived, this authority is subject to the terms, conditions, and limitations of our standard exemption conditions (attached), and to the otherwise

- applicable terms, conditions, and limitations of Aeromexico’s foreign air carrier permit (Order 91

- 5

- 25). Special conditions/Remarks: The exemption authority granted to Aeromexico to serve the Durango

- Chicago , Mexico City

- San Antonio, and Monterrey

- San Antonio markets is limited to operations conducted only on a code

- share basis with Aerolitoral, on flights operated by Aerolitoral. Action taken by: Paul L. Gretch, Director, Office of International Aviation

_________________________________________ ___________________________________________________ Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent w ith Department policy; (2) the applicant was qualified to perform its proposed operations; (3) grant of the authority was consistent with the public interest; and (4) grant of the authority would not constitute a major regulatory action under the Energy Policy an d Conservation Act of 1975. To the extent not granted/deferred/dismisse d, we denied all requests in the referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effecti veness. An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

### Foreign Carrier Exemption Conditions In the conduct of the operations authorized, the foreign carrier applicant(s) shall: (1) Not conduct any operations unless it holds a currently effective authorization from its homeland for such operations, and it has filed a copy of such authorization with the Department; (2) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 14 CFR Parts 129, 91, and 36 and 49 CFR Part 1546 or 1550, as applicable. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) from a foreign airport that woul d be the holder’s last point of departure for the United States, contact its International Industry Representative (IIR) (formerly referred to as International Principal Security Inspector) to advise the I IR of its plans and to find out whether the Transpo rtation Security Administration has determined that security is adequate to allow such airport(s) to be served ; (3) Comply with the requirements for minimum insurance coverage contained in 14 CFR Part 205, and, prior to the commencement of any operations under this authority, file evidence of such coverage, in the form of a completed OST Form 6411, with the Federal Aviation Administration’s Program Management Branch (AFS

- 260), Flight Standards Service (any changes to, or termination of, insurance also sha ll be filed with that office); (4) Not operate aircraft under this authority unless it complies with operational safety requirements at least equivalent to Annex 6 of the Chicago Convention; (5) Conform to the airworthiness and airman competency requir ements of its Government for international air services; (6) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR Part 203, concerning waiver of Warsaw Convention liability limits and def enses; (7) Agree that operations under this authority constitute a waiver of sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with respect to those actions or proceedings instituted against it in any court or other tribunal in the Unit ed States that are: (a) based on its operations in international air transportation that, according to the contract of carriage, include a point in the United States as a point of origin, point of destination, or agreed stopping place, or for which the co ntract of carriage was purchased in the United States; or (b) based on a claim under any international agreement or treaty cognizable in any court or other tribunal of the United States. In this condition, the term "international air transportation" mean s "international transportation" as defined by the Warsaw Convention, except that all States shall be considered to be High Contracting Parties for the purpose of this definition; (8) Except as specifically authorized by the Department, originate or term inate all flights to/from the United States in its homeland; (9) Comply with the requirements of 14 CFR Part 217, concerning the reporting of scheduled, nonscheduled, and charter data; (10) If charter operations are authorized, except as otherwise provi ded in the applicable aviation agreement, comply with the Department's rules governing charters (including 14 CFR Parts 212 and 380); and (11) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be p rescribed by the Department, with all applicable orders or regulations of other U.S. agencies and courts, and with all applicable laws of the United States. This authority shall not be effective during any period when the holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise transferred without explicit Department approval under Title 49 of the U.S. Code. 12/2007