1 UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation on June 15, 2010

NOTICE OF ACTION TAKEN -- DOCKETS DOT-OST-2003-14651 DOT-OST-2007-0012
DOT-OST-2010-0127

CORRECTED COPY**

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

Joint Application of US AIRWAYS, INC. (US Airways) and TAM-LINHAS AEREAS, S.A. (TAM) filed
5/12/10 for: 1

Docket DOT-OST-2003-14651

XX Amendment of exemption for US Airways under 49 U.S.C. 40109 to provide the following services:

Scheduled foreign air transportation of persons, pr operty, and mail on a code-share basis with TAM (1) between points in the United States and points in Brazil that may be served directly by U.S. carriers and (2) between points in the United States and 30 name d Brazil points available for code-share-only services under the U.S.-Brazil Air Transport Agreement, as well as other points in Brazil that the United States and Brazil may agree in the future. 2 3

Docket DOT-OST-2007-0012

XX Amendment of exemption for TAM under 49 U.S.C. 40109 to provide the following services:

Scheduled foreign air transportation of persons, prop erty, and mail on a code-share basis with US Airways (1) between points in Brazil and points in the Un ited States that may be served directly by Brazilian carriers and (2) between points in the United States and 30 named U.S. points available for

** This Notice of Action Taken is corrected to reflect th e points in Brazil that may be served by designated U.S. air carriers on a code-share only basis ( see fn 3). Our action here corrects the Notice of Action Taken dated June 14, 2010.

1 US Airways also applied on behalf of its affiliates Piedm ont Airlines, Inc. (Piedmont) and PSA Airlines, Inc. (PSA).

2 US Airways holds exemption authority to serve between point s in the United States and Rio de Janeiro and Sao Paulo, Brazil pursuant to its code-share arrangement with United Air Lines, Inc. (United) ( see Notice of Action Taken dated March 25, 2003, in the instant docket, renewal pending).

3 At this time, the United States has se lected the following 24 code-s hare points: Aracaju, Baur u, Campo Grande, Cascavel, Cuiaba, Florianopolis, Goiania, Iguacu, Ilhe us, Joao Pessoa, Joinville, Londrina, Macei o, Marina Parin, Natal, Navagantes, Petrolina, Porto Seguro, Porto Velho, Ribeirao Preto, Sao Luiz, Teresina, Vilhena, and Vitoria.2 code-share-only services under the U.S.-Brazil Air Tran sport Agreement, as well as other points in the United States that the United States and Brazil may agree in the future. 4 5

Docket DOT-OST-2010-0127

XX Statement of authorization for blanket code-sha re authority for US Airways under 14 CFR Part 212 to:

Display TAM’s “JJ” designator code in connection with flights operated by US Airways (1) between any points in the United States in conjunction with serv ices between Brazil and the United States (either nonstop or via third country intermediate points) and (2 ) between any points in Brazil and any points in the United States (either non-stop or via third country intermediate points). 6

XX Statement of authorization for blanket code -share authority for TAM under 14 CFR Part 212 to:

Display US Airways’ “US” designator code in connection with flights operated by TAM (1) between any points in Brazil and any points in the United States (either non-stop or via third country intermediate points) and (2) between any points in Brazil in co njunction with services between Brazil and the United States (either non-stop or via third country intermediate points). 7

Applicant reps: Howard Kass (202) 326-5153 (US Airways) DOT Analyst: Thuy H. Cooper (202) 366-5423 Robert P. Silverberg (202) 944-3304 (TAM)

D I S P O S I T I O N

XX Granted request of US Airways for amende d exemption authority in Docket DOT-OST-2003-14651 (subject to conditions, see below)

XX Granted request of TAM for amended ex emption authority in Docket DOT-OST-2007-0012 (subject to conditions, see below)

XX Granted requests of US Airways and TAM for statements of authorization in Docket
DOT-OST-2010-0127 (subject to conditions, see below) 8

4 TAM holds exemption authority to serve between points in Brazil, via intermediate points, and Atlanta, Chicago, Detroit, Houston, Los Angeles, Miami, New York/Newark, Orlando, Washington/Baltimore, San Fr ancisco, and San Juan ( see Notice of Action Taken dated August 23, 2000, in Docket DOT-OST-1997-2421, renewal pending). TAM also holds exemption authority to serve up to 30 named U.S. points on a c ode-share-only basis pursuant to its code-share arrangement with United ( see Notice of Action Taken dated December 29, 2009, in Docket DOT-OST-2007-0012) and Rio de Janeiro and Sao Paulo, Brazil pursuant to its code-share arrangement with United Air Lines, Inc. ( see Notice of Action Taken dated March 25, 2003, in the instant docket, timely filed renewal application pending).

5 At this time, the Government of Brazil has selected the following points: Austin, Cleveland, Cincinnati, Columbus, Dallas/Ft. Worth, Denver, H onolulu, Indianapolis, Jacksonville, Las Vega s, Minneapolis, Nashville, New Orleans, Philadelphia, Phoenix, Pittsburgh, Portland, Raleigh/Durham, St. Louis, Salt Lake City, San Diego, San Jose, Seattle, Tampa, Tucson, Tulsa, and Vail.

6 The code-share partners provided a lis t of specific code-share points that th ey intend initially to serve under this arrangement. We note that the Brazilian Government has not selected the following points for code-share service that the code-share partners included on their list: Boise, Charlotte, K ona, Kahului, Pensacola, Reno, Santa Ana, Hartford, Ontario, and Manchester. Appendix A includes only that portion of the code -share partners’ list that conforms to the points selected by the Government of Brazil pursuant to the Air Services Ag reement between the United States and Brazil. Code-share service to any additional points is subject to a 30-da y notice requirement in Docket DOT-OST-2010-0127 and to confirmation that the carriers’ respective governments have communicated selection of those points, prior to commencement
of new services.

7 Id.

8 We will grant, sua sponte , US Airways and TAM a waiver of the 45-da y advance filing requirement required under 14 CFR 212.10(d)(2), as no party opposed the request.3 The above action granting exemption authority to US Airways in Docket DOT-OST-2003-14651 was effective
when taken: June 14, 2010

, through June 14, 2012

.
The above action granting exemption authority to TAM in Docket DOT-OST-2007-0012 was effective when

taken: June 14, 2010

, through June 14, 2011

.
The above action granting statements of authorization to US Airways and TAM in Docket
DOT-OST-2010-0127 was effective when taken: June 14, 2010 , and will remain in effect indefinitely, subject to
the conditions below.

Action taken by: Paul L. Gretch, Director
Office of International Aviation

XX The authority granted is consistent with the avi ation agreement between the United States and Brazil.

Except to the extent exempted or waived, this author ity is subject to the terms, conditions, and limitations

indicated: XX US Airways’ certificates of public convenience and necessity

XX Standard U.S. Carrier Exemption Conditions (attached as Appendix B)

XX Foreign Air Carrier Exemption Conditions (attached as Appendix C)

XX Conditions for Statements of Authorization (see below)

------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------

Conditions: The exemption authority granted to US Airways and its affiliates and to TAM is limited to services provided on a code-share basis only.

The statements of authorization granted are subject to the following conditions:

(a) The statements of authorization will remain in effect only as long as (i) US Airways and TAM continue to hold the necessary underlying authority to operate the code -share services at issue, and (ii) the code-share agreement providing for the code-sha re operations remains in effect.

(b) US Airways and/or TAM must promptly notify the Department (Office of International Aviation) if the code-share agreement providing for the code-share operations is no l onger effective or if the carriers decide to cease operating all or a portion of the appr oved code-share services. Such notices should be
filed in Docket DOT-OST-2010-0127. 9

(c) US Airways and/or TAM must notify the Department no later than 30 days before they begin any new codeshare service under the code-share services authorized here. 10 Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code-share market adde d, and the date on which the service will begin. Such notices should be filed in Docket DOT-OST-2010-0127.

(d) The code-sharing operations conduc ted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concer ning code-share arrangement s that may be adopted. Notwithstanding any provisions in the contract betw een the carriers, our approval here is expressly conditioned upon the requirements that the subject forei gn air transportation be sold in the name of the carrier holding out such service in the computer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code-

9 We expect this notification to be received within 10 days of such non-effectiven ess or of such decision.

10 The Joint Applicants requested in their application that notice given by either TAM, US Airways, or US Airways’ affiliated carriers Piedmont and PSA be deemed notice given by all the carriers. We grant the Joint Applicants’ request, subject to compliance by the filing carrier with the terms of this condition (c).4 share journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected ; and that the operating carrier shall not permit the code of its U.S. code-sharing partne r to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federa l Aviation Administration has issued a flight prohibition.

(e) Any service provided shall be consistent with all applicable agreements between the United States and Brazil, and all applicable agreements with other fo reign countries involved. Furthermore, (i) nothing in
the award of the blanket statement of authorizati on to US Airways should be construed as conferring upon US Airways rights (including code-share, fifth-free dom intermediate and/or beyond rights) to serve markets where U.S. carrier rights are limited unless US Airways notifies us of its intent to serve such market and unless and until the Department has comp leted any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; 11 and (ii) should there be a request by any carrier to use the limited-entry route ri ghts that are included in US Airways’ authority by virtue of the blanket statement of authorization grante d here, but that are not being used by US Airways, the holding of such authority will not be consider ed as providing any preference for US Airways in a carrier selection proceeding to determine which carrier(s ) should be entitled to use the authority at issue.

(f) The authority granted here is specifically conditioned so that neither US Airways nor TAM shall give any force or effect to any contractual provisions betw een themselves that are contrary to these conditions.

Remarks: We note that US Airways has conducted a safety a udit of TAM under the Department’s Code-Share Safety Audit Program, and the FAA has advised that it has reviewed the relevant audit and found it to be acceptable.

------------------------------------------------------------------------------------------------------------------------------- -------- On the basis of data officially noticeable under Rule 24(g) of the Department’s regulations, we found the applicants qualified to provide the services authorized.

Under authority assigned by the Department in its regula tions, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the author ity was consistent with the public interest; and (3) grant of the authority would not constitute a major regulator y action under the Energy Policy and Conservation Act of 1975. To the extent not granted or dismissed, we denied all requests in the referenced Dockets. 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 th e 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
effectiveness. An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

11 The notice referenced in condition (c) a bove may be used for this notification.1 

### Appendix A

CODE-SHARE ROUTES

TAM Code Share on US Airways Operated Flights

ROUTING

Between New York (JFK) and
Atlanta
Dallas/Ft. Worth
Honolulu Los Angeles
Portland Philadelphia
Phoenix
Seattle
San Francisco Salt Lake City
St. Louis

Between Orlando and

Boston
Baltimore Washington

Denver Las Vegas Los Angeles Minneapolis Chicago Philadelphia
Phoenix Pittsburgh San Diego
San Francisco
Seattle

Between Miami and
San Francisco

Boston
Baltimore
Newark Washington

Houston Chicago Philadelphia
New York2 

### US Airways Code Share on TAM Operated Flights

ROUTING

Between Rio de Janeiro (GIG) and
Belem
Brasilia Sao Paulo (GRU, VCP)
Belo Horizonte
Curitiba Florianopolis
Fortaleza Foz Do Iguacu

Joao Pessoa

Manaus
Maceio
Natal Porto Alegre
Recife
Sao Luis
Salvador
Vitoria

For online connections only between:

Sao Paulo (GRU) and Miami
Manaus and Miami1 

### Appendix B

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 concerni ng oversales contained in 14 CFR 250 (for scheduled operations, if authorized);

(3) Comply with the requirements for reporting data contained 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 a ny new service (including charter 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.

1/20081 APPENDIX C 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 Fe deral 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 would be the holder’s last point of departure for the United States, contact its International Indu stry Representative (IIR) (formerly referred to as International Principal Security Inspecto r) to advise the IIR 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;

(3) Comply with the requirements for minimum insurance c overage contained in 14 CFR Part 205, and, prior to the commencement of any operations under this authority, file eviden ce of such coverage, in the form of a completed OST Form 6411, with the Federal Aviation Administration’s Program Mana gement Branch (AFS-260), Flight Standards Service (any changes to, or termination of, insurance also shall 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 re quirements 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 defenses;

(7) Agree that operations under this authority constitute a wa iver of sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with respect to those acti ons 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 des tination, or agreed stopping place, or for which the contract 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" means "international transportation" as defined by the Warsaw Conven tion, 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, origin ate or terminate all flights to/from the United States in its homeland;

(9) Comply with the requirements of 14 CFR Part 217, concer ning the reporting of scheduled, nonscheduled, and charter data;

(10) If charter operations are authorized, ex cept as otherwise provided in the applicab le 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 lim itations required by the public interest as may be prescribed 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 th e holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise transf erred without explicit Department approval under Title 49 of the
U.S. Code.
1/2008