BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

XL AIRWAYS FRANCE

For a foreign air carrier permit pursuant to 49 U.S.C. § 41302 and exemption authority pursuant to 49 U.S.C. § 40109 (U.S.-Europe) Docket DOT-OST-2008-0062

APPLICATION OF XL AIRWAYS FRANCE FOR RENEWAL OF EXEMPTION AUTHORITY AND FOR A FOREIGN AIR CARRIER PERMIT

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

Don H. Hainbach Erin M. Tallardy Garofalo Goerlich Hainbach PC 1200 New Hampshire Avenue NW Washington, DC 20036 Phone: 202-776-3970 Fax: 202-776-3975 dhainbach@ggh-airlaw.com etallardy@ggh-airlaw.com

Counsel for XL Airways France

March 18, 2011

Notice: Any person who wishes to support or oppos e this application must file an answer and serve that answer on above-named counsel and all persons served w ith this appli cation. Answers to the exemption renewal application are due by April 4, 2011, and answers to the foreign air carrier permit application are due by April 8, 2011.BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of

XL AIRWAYS FRANCE

For a foreign air carrier permit pursuant to 49 U.S.C. § 41302 and exemption authority pursuant to 49 U.S.C. § 40109 (U.S.-Europe) Docket DOT-OST-2008-0062

APPLICATION OF XL AIRWAYS FRANCE FOR RENEWAL OF EXEMPTION AUTHORITY AND FOR A FOREIGN AIR CARRIER PERMIT

Pursuant to Section 40109(c) of Title 49 of the United States Code and Part 302, Subpart

C of the Department’s Economic Regulations, XL Airways France hereby applies for renewal of

its exemption authority to engage in:

i. foreign scheduled and charter air transpor tation of persons, property and mail from any point or points behind any Member State of the European Union via any point or points in any Member State a nd via intermediate points to any point or points in the United States and beyond;

ii. foreign scheduled and charter air transp ortation of persons, property, and mail between any point or points in the United States and an y point or points in any member of the European Common Aviation Area;

iii. foreign scheduled and charter cargo air tran sportation between any point or points in the United States and any other point or points;

iv. other charters pursuant to the prior approval requirements set forth in Part 212 of the Department’s Economic Regulations; and

v. transportation authorized by any additional route rights made available to European Community carriers in the future.2 In filing this application, XL Airways France relies upon the automatic extension provision of

the Administrative Procedure Act, 5 U.S.C. §558(c), as implemented by 14 CFR Part 377, to

continue its current authority in effect pe nding Department action on this application.

Pursuant to Section 40301 of Title 49 of the United States Code and Part 211 of the

Department’s Economic Regulations, and pursuant to the Air Transport Agreement Between the

United States and the European Community and th e Member States of the European Community

(hereinafter the “US-EC Agreement”). XL Airw ays France further request s issuance of a foreign

air carrier permit to enable XL Airways France to engage in the same foreign air transportation

described above.

XL Airways France requests that the foreign ai r carrier permit described above be issued

expeditiously and that the Department process this application pursuant to the streamlined

regulatory procedures for licensi ng US and foreign air carriers set forth in the Notice dated

August 23, 2005 (Docket OST-2005-22228), and issu e an order (1) renewing the requested

exemption authority for a two-year period or until the requested permit authority becomes

effective, whichever occurs firs t, and (2) approving the corres ponding foreign air carrier permit

under the show-cause procedures de scribed in the August 23, 2005 Notice.

Pursuant to the US-EU Reciprocal Recognitio n Procedures, released by the Department

on February 19, 2009, delineating the US-EU Joint Committee procedures for the reciprocal

recognition of regulatory determin ations with regard to airlin e fitness and c itizenship, XL

Airways France states the following:3 1. XL Airways France’s full name and address are:

XL Airways France Batiment Mars Continental Square II 3 place de Berlin, BP 13760 95727 Roissy CDG cedex FRANCE

Attached as Exhibit 1 is XL Airways France’s cu rrent Air Operator Certificate (AOC) issued by

the French Direction Générale de l’Aviation Civile (DGAC). Attached as Exhibit 2 is XL

Airways France’s current air transport license is sued by the Ministry of State, Ecology, Energy,

Sustainable Developmen t and Country Planning.

2. XL Airways France has held DOT aut hority continuously since April 2008, when

it was granted exemption authority to operate charter service (Order 2008-4-5). XL Airways

France was subsequently granted exemption author ity to operate schedule d service by Notice of

Action Taken (“NOAT”) dated Marc h 31, 2009. That authority, which is scheduled to terminate

on March 31, 2011, authorizes XL Airways France to engage in:

i. foreign scheduled and charter air transpor tation of persons, property and mail from any point or points behind any Member State of the European Union via any point or points in any Member State and via intermediate points to any point or points in the United States and beyond;

ii. foreign scheduled and charter air tran sportation of persons, property, and mail between any point or points in the Unite d States and any point or points in any member of the European Common Aviation Area;

iii. foreign scheduled and charte r cargo air transportation be tween any point or points in the United States and any other point or points;

iv. other charters pursuant to th e prior approval requirements set forth in Part 212 of the Department’s Economic Regulations; and

v. transportation authorized by any additi onal route rights ma de available to European Community carriers in the future.4 3. XL Airways France is a European Commun ity air carrier. Its homeland is France.

4. XL Airways France meets the Depart ment’s requirements for insurance.

Attached as Exhibit 3 is an updated OST Form 6411.

5. A copy of XL Airways France’s waiv er of liability limits under the Warsaw

Convention is on file in Docket OST-1995-236.

6. When the Department previously gr anted XL Airways France’s exemption

authority in this docket, it determined that XL Airways France was qualified to perform the

proposed operations. Based on those findings, the Department concluded that grant of the

requested authority would be consistent with th e public interest. XL Airways France remains

fully qualified to operate scheduled and charter fore ign air transportation to the United States and

on a worldwide basis. Renewal of XL Airway s France’s existing exemption authority and

issuance of a foreign air carrier permit would con tinue to provide consumers in the United States

and Europe additional choices in air transportation, expand the transatlantic se rvice options

currently available, increase competition, and ther efore benefit the traveling public. Under these

circumstances, grant of the authority requested here is consistent with the public interest.

7. XL Airways France anticipates that grant of the requested author ity will not result

in aircraft fuel consumption exceeding 10 milli on gallons. Accordingly, grant of the requested

exemption would not constitute a “major regulat ory action” under the Energy and Conservation

Act of 1975, as defined in Section 31 3.4 of the Department’s regulations.

8. XL Airways France will continue to conform to applicable statutes, the

Department’s regulations, and all other requirements.5 ACCORDINGLY, XL Airways France requests that the Department issue an order (1)

granting to XL Airways France the requested exem ption renewal for a two-year period or until

the requested permit authority becomes effective, whichever occurs first, and (2) issuing to XL

Airways France a foreign air carrier permit under the show-cause procedures described in the

August 23, 2005 Notice to engage in:

i. foreign scheduled and charter air transpor tation of persons, property and mail from any point or points behind any Member State of the European Union via any point or points in any Member State a nd via intermediate points to any point or points in the United States and beyond;

ii. foreign scheduled and charter air transp ortation of persons, property, and mail between any point or points in the United States and an y point or points in any member of the European Common Aviation Area;

iii. foreign scheduled and charter cargo air tran sportation between any point or points in the United States and any other point or points;

iv. other charters pursuant to the prior approval requirements set forth in Part 212 of the Department’s Economic Regulations; and

v. transportation authorized by any additional route rights made available to European Community carriers in the future.

Respectfully submitted,

Don H. Hainbach Erin M. Tallardy

Counsel for XL Airways France

March 18, 2011EXHIBIT 1

XL AIRWAYS FRANCE

Air Operator CertificateEXHIBIT 2

XL AIRWAYS FRANCE

Air Transport LicenseEXHIBIT 3

XL AIRWAYS FRANCE

Insurance CertificateCERTIFICATE OF SERVICE

I hereby certify that I have on this day se rved a copy of the fo regoing Application for

Renewal of Exemption Authority and for a Fore ign Air Carrier Permit on the following persons

in accordance with the Department’s Rules of Practice.

___________________________________ Vanessa Krasniewicz

March 18, 2011

anita.mosner@hklaw.com anbird@fedex.com bill@mietuslaw.com carl.nelson@aa.com dvaughan@kelleydrye.com efaberman@wileyrein.com howard_kass@usairways.com jhill@dowlohnes.com jeffrey.manley@united.com jrichardson@johnlrichardson.com jyoung@yklaw.com kevin.montgomery@polaraircargo.com ldwasko@erols.com lhalloway@crowell.com matwood@cozen.com mcmillin@woa.com mroller@rollerbauer.com msinick@ssd.com rbkeiner@crowell.com recohn@hhlaw.com rpommer@atlasair.com rsilverberg@sgbdc.com sascha.vanderbellen@delta.com

urskr@state.gov john.allen@faa.gov