UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

Issued by the Department of Transportation on May 24 , 20 12

NOTICE OF ACTION TAKEN

-- DOCKET DOT

- OST

- 2010

- 0057

_____________________________________________________________________________________________________________________ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming or der will be issued in this matter).

Application of UNITED AIR LINES, INC

. (United) and CONTINENTAL AIRLINES, INC

. (Continental) filed 3/12/12

, for:

XX Renewal of e xemption under 49 U.S.C. 40109 to the extent necessary to permit United to display its designator code on flights operated by TAM

- Linhas Aereas, S.A. (TAM) on the following service s :

Scheduled foreign air transportation of persons, property, and mail on a code

- sh are basis between

a point or points in the United States , via intermediate poin ts, and a point or points in Brazil

. 1

Applicant rep: R. Bruce Keiner, Jr. (202) 624

- 2500

DOT Analyst: Darren Jaffe (202) 366

- 2512

D I S P O S I T I O N

XX Granted (subject to conditions, see below)

The above action granting exemption authority was effective when taken: May 24 , 2012

, through May

24 , 2014

. Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with the aviation agreement between the United States and

Brazil and the Memorandum of Consultation s signed on March 19, 2011.

Except to the extent exempted or waived, this authority is subject to the terms, conditions, an d limitations

indicated:

XX Holder’s certificates of public convenience and necessity

XX Standard exemption conditions (attached)

On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found the

app licant qualified to provide the exemption services authorized.

Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was consistent with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, 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.

1 The carrier’s previous code

- share exemption authority was limited to certain named points. Pursuant to

the U.S.

- Brazil Memorandum of Consultations (MOC) signed on March 19, 2011, there are no longer limitations on the points that may be served on a code

- share basis. Therefore, consistent with the terms of the MOC we will grant, sua sponte, broad codeshare authority to the applicant.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 thei r 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 effectiveness.

An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

### ATTACHMENT U.S. Carrier Exemption Conditions

In the conduct of the operations authorized, the U.S. carrier applicant(s) shall:

(1) Hold at all times effective operating authority from the government of each country served;

(2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized);

(3) Comply with the requirements for reporting data containe d in 14 CFR 241;

(4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205;

(5) Except as specifically exempted or otherwise provided for in a Department Order, comply

with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses;

(6) 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, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including ch arter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served;

(7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicable laws of the United States.

The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008