XL Airways France

OST-2008-0062 - Exemption and Statement of Authorization - EU-US Charter Passenger

February 14, 2008

Application for Exemption Authority and a Statement of Authorization - Bookmarked

XL France anticipates that initial service to the United States will consist of charter operations between points in the European Community and points in the United States transporting European-originating charter passengers. XL France also requests a statement of authorization pursuant to 14 CPR Part 212 ofthe Department's regulations to the extent necessary to enable it to operate wet lease service on behalf of its sister carrier XL Airways UK between points in the European Community and points in the United States.

More specifically, XL France anticipates operating up to six weekly flights for XL Airways UK between Manchester (MAN), Glasglow (GLA), and Cardiff (CWL) in the United Kingdom and Orlando (Sanford), FL (SFB) during the upcoming summer season. Those flights will commence on May 1, 2008, will be operated with Airbus A330 equipment, and will transport United Kingdom originating passengers to Sanford, Florida. XL France is requesting that this wet lease authority be granted through October 31, 2008.

XL France is part of XL Leisure Group of UK, a global travel organization. Phillip Wyatt, a British citizen, is the majority ovomer of XLLG plc. The balance of the ownership is held by other European nationals. XLLG plc also owns, among other businesses, XL Airways UK, a United Kingdom carrier authorized to provide US charter service pursuant to exemption authority most recently renewed by Notice of Action Taken on April 12, 2007 in Docket OST-2001-10348.

XL France initially operated charter service under the name "Star Europe". Star Europe commenced operations in 1995 with B737 aircraft and later acquired A320 aircraft for longer range flights. At the end of the 1990's the company was renamed Star Airlines. In 2000, Star Airlines operated six A320 aircraft and it subsequently added two A330 aircraft, the first in 2002 and the second in 2004. Those aircraft were used to serve destinations in the Caribbean, Cancun, Mexico, Brazil and the Maldives. Star Airlines changed its name to XL Airways France in 2006 and currently operates service between Paris and Mexico, the Maldives, Morocco, Tunisia, the Dominican Republic and Croatia with four A320s and two A330s.

Counsel: Garofalo Goerlich, Don Hainbach, 202-776-3970, dhainbach@ggh-airlaw.com

March 14, 2008

Re: Clarification on Ownership

In response to the Department's inquiry, please be advised that XL Airways France is wholly owned by XLF Holdings SARL XLF Holdings SARL is wholly owned by XL Leisure Group plc. XL Leisure Group plc is wholly owned by Jointrace Ltd. Jointrace Ltd is wholly owned by XL Holdings.

Three entities hold more than a 5% interest in XL Holdings. Pilot Investors Ltd owns 62.60% of XL Holdings. Pilot Investors Ltd is wholly owned by Malcolm Grumbridge, a UK citizen. Phil Wyatt, a UK citizen, owns 24.59% of XL Holdings and also holds a power of attorney over Pilot Investors Lid's voting rights in XL Holdings. FIDECS, an employee benefit trust established for the benefit of certain individuals each of whom is part of the management of XL Airways UK and each of whom is a UK citizen, owns 5.74% of XL Holdings. No other shareholders hold more than 5% of XL Holdings

Counsel: Garofalo Goerlich, Don Hainbach, 202-776-3970, dhainbach@ggh-airlaw.com

Order 2008-4-5
OST-2008-0062 - Exemption and Statement of Authorization - EU-US Charter Passenger

Issued and Served April 2, 2008

Order Granting Exemption

We grant the request of XL Airways France for an exemption under 49 U.S.C. §40109 to permit it to engage in services: (a) foreign charter air transportation 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; (b) foreign charter air transportation of persons, property, and mail between any point or points in the United States and any point or points in any member of the European Common Aviation Area; and (c) other charters pursuant to the prior approval requirements set forth in 14 CFR Part 212 of the Department’s regulations.

To the extent not acted upon above, we dismiss all requests for relief in this docket (OST-2008-0062).

By: Paul Gretch