BEFORE THE U. S. DEPARTMENT OF TRANSPORTATION WASHINGTON D.C.

___________________________________ In the matter of the application of ) ) Aerovías de Integración Regional ) AIRES S.A. ) DOCKET OST-2008-0390 for an exemption from ) 49 U.S.C. § 41301 ) ) (Bogota – Miami) ) ____________________________________)

APPLICATION FOR EXEMPTION

Communications with respect to th is document should be sent to:

Erika Zarante Josh Romanow Legal Affairs Manager Dania Slim AIRES S.A. Pillsbury Winthrop Av. El Dorado No. 103-08 Entrada #1 Shaw Pittman LLP Hangar Aires S.A. 2300 N. Street, N.W. Bogota D.C., Colombia Washington, D.C. 20037 Tel: (571+) 294-0330 Ext. 71015 Tel: (202) 663-8000 erika.zarante@aires.com.co Fax: (202) 663-8007 romanow@pillsburylaw.com dania.slim@pillsburylaw.com

September 21, 2011 NOTE: Any person may support or oppose this Application by filing an answer and serving a copy of the answer on counsel fo r AIRES and upon each person served with this application. Answers are due by Oct ober 6, 2011. AIRES intends to poll parties served on this application and will in form the Department of the results.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON D.C.

___________________________________ In the matter of the application of ) ) Aerovías de Integración Regional, ) AIRES S.A. ) DOCKET OST-2008-0390 for an exemption from ) 49 U.S.C. § 41301 ) ) (Bogota – Miami) ) ____________________________________)

APPLICATION FOR EXEMPTION

Aerovías de Integración Regional, AIRES S.A. (“AIRES”), through its undersigned counsel, hereby respectfully applies to the Department of Transportation (the “Department”) for an exemption pursuan t to 49 U.S.C. § 40109, Subpart C of the Department’s Rules of Practice (14 C.F.R. §302.301, et seq. ), to enable it to engage in scheduled foreign air transpor tation of persons, property, and mail, between Bogota, Colombia, on the one hand, and Miami, Florida, on the other hand. In support of this applicati on, AIRES states as follows:

1. By Notice of Action Taken (November 24, 2009), the Department granted an exemption to AIRES permitting it to engage in scheduled foreign air transportation of

2persons, property and mail between Bogota, Cartagena, Barranquilla, and Cali, Colombia, on the one hand, and Fort Lauderdal e, Florida, on the other hand, effective until November 24, 2010. AIRES’ renewa l of exemption was timely filed on November 9, 2010, and therefore remains in effect under the automatic renewal provisions of Section 558(c) of the Administrative Proce dure Act (5 U.S.C. 558(c)), as implemented by Part 377 of the Depart ment’s Special Regulations, pending final Department action on AIRES’ renewal application. AIRES currently operates multiple weekly flights between Bogota and Fort Lauderdale.

2. AIRES also holds a Foreign Air Carrier Pe rmit authorizing service to New York ( See Order 2009-6-14), exemption authority to coterminalize Fort Lauderdale and New York for its services from Bogota, Ba rranquilla and Cartagena, Colombia, and authority to engage in charter trips in fore ign air transportation, subject to the terms, conditions and limitations of the Departme nt’s regulations governing charters.

3. AIRES seeks authority to conduct scheduled foreign air transportation of persons, property, and mail between Bogota, Colombia , on the one hand, and Miami, Florida, on the other hand. AIRES intends to opera te these flights using Boeing 737-700, Boeing 767-300 and/or Airbus 320 aircraft. AIRES proposes initially to operate 4 flights per week beginning in January 2012; frequencies may increase in the future depending on market demand.

4. The authority requested herein is consistent with the overall comity and reciprocity between the United States and Colombia and the transitional provisions of the new Colombia – U.S. Open Skies Agreement. AIRES is a flag carrier of Colombia and

continues to be authorized and designated by the Government of the Republic of

3Colombia to perform scheduled services on the routes at issu e here. A copy of AIRES’ designation/frequencies from the G overnment of Colombia is attached as Exhibit A.

5. AIRES remains fit, willing and able to su ccessfully operate the services sought under this exemption. AIRES’ proposed service is in the public interest because it provides crucial links between Colombia and the United States and will benefit travelers in both countries. The exemption requested herein will enable AIRES to continue developing the range of services it offers between the United States and Colombia, while providing AIRES the full operational fl exibility contemplated by the new Open Skies Air Transport Agreement.

6. This amendment application raises no e nvironmental or energy issues. AIRES’ operations are performed entirely with mo dern aircraft that meet all noise requirements applicable to operations at all respective airports.

7. AIRES requests that the amendment sought here in remain in effect for a period of not less than two years.

8. Verification: The verificati on required by 14 C.F.R. § 302.4(b) is attached hereto as

Exhibit B.

4WHEREFORE, AIRES respectfully requests that the exemption authority requested herein be granted for a period of two years, as more fully set forth above. AIRES also requests such further, different and additional relief as the Department may deem appropriate.

Respectfully submitted,

By: Erika Zarante Josh Romanow Legal Affairs Manager Dania Slim AIRES S.A. Pillsbury Winthrop Shaw Pittman LLP Av. El Dorado No. 103-08 Entrada #1 2300 N. Street, N.W. Hangar Aires S.A. Washington, D.C. 20037 Bogota D.C., Colombia Tel: (202) 663-8000 Tel: (571+) 294-0330 Ext. 71015 Fax: (202) 663-8007 erika.zarante@aires.com.co romanow@pillsburylaw.com dania.slim@pillsburylaw.com

Dated: September 21, 2011

5CERTIFICATE OF SERVICE I hereby certify that one copy of the foregoing Application of AIRES has this day been served on each of the fo llowing individuals via e-mail. DATED: September 21, 2011 /s/ Dania Slim Dania Slim

James Jelinski FAA JamesR.Jelinski@faa.gov Steve Morrissey United Air Lines steven.morrissey@united.com

Dan Weiss Continental Airlines 1600 Smith Street, Ste. HQSGV Houston, TX 77002 dweiss@coair.com Carl B. Nelson, Jr. Associate General Counsel American Airlines, Inc. 1101- 17th Street, N.W., Suite 600 Washington, D.C. 20036 carl.nelson@aa.com

Sametta C. Barnett Sascha Vanderbellen Delta Airlines 1275 K Street, N.W. Washington, D.C. 20005 sametta.c.barnett@delta.com sascha.vanderbellen@delta.com Jonathan Hill Dow Lohnes Counsel for JetBlue jhill@dowlohnes.com James J. Ballough Director Flight Standards Service Federal Aviation Administration 800 Independence Avenue, S.W. Room 821 Washington, D.C. 20591 jim.ballough@faa.gov David M. Kirstein Counsel for Spirit Airlines Kirstein & Young PLLC 1750 K St. N.W. Suite 200 Washington, D.C. 20006 dkirstein@yklaw.com Malcolm L. Benge Counsel for North American Airlines/World Airways Zuckert Scoutt & Rasenberger, L.L.P. 888 17 th Street, N.W., Suite 700 Washington, D.C., 2006-3309 mlbenge@zsrlaw.com

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### EXHIBIT A DESIGNATION/FREQUENCIES

2REPUBLIC OF COLOMBIA

CIVIL AERONAUTICS AUTHORITY Bogota, Colombia – May 18, 2011 Maria Angele Holguin Cuellar Secretary of State City Reference: Designation of Colombian company AERO VIAS DE INTEGRACION REGIONAL S.A. AIRES S.A.

Dear Madam: We respectfully request that the Embassy of the Repub lic of Colombia in the United States, by means of a diplomatic note, notify the U.S. Department of Tr ansportation of the United States (DOT) that the Civil Aviation Authority of Colombia ha s designated AIRES to operate as follows: MODE: Regular international air transporta tion service for passengers, cargo and mail. ROUTE: Bogota – Miami round trip FREQUENCY: Seven (7) weekly operations EQUIPMENT: Boeing 767-300 and/or 737-300 and/or A320 or the equipment which has been authorized by the compan y’s Operations Specifications. ROUTE: * Bogota – Miami and/or Los Angele s round trip with the possibility to omit points within the United States and with no traffi c rights between Miami and Los Angeles.

• This route is authorized effective January 1, 2012 in accordance with the capacity established in Section 2 of the Annex to the Transportati on Agreement executed on May 10, 2011. FREQUENCY: Seven (7) weekly operation EQUIPMENT: Boeing 767-300 and/or A320 or the equipment which has been authorized by Company’s Operations Specifications. TRAFFIC RIGHTS: Up to Fourth FreedomIn addition, we respectfully request that the diplom atic note state that this designation is approved under Article 3 and Annex (Section 1 and 2) of th e Transportation Agreement executed on May 10, 2011. Lastly, I take this opportunity to reiterat e my highest and most sincere concern.

Illegible signature Santiago Castro Gomez

Director General

### EXHIBIT B VERIFICATION

3