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

Issued by the Department of Transportation on December 4 , 20 1 2



### NOTICE OF ACTION TAKEN

-- DOCKET S DOT

- OST

- 2012

- 0189, DOT

- OST

- 2002

- 13366,
DOT

- OST

- 1999

- 6555 and DOT

- OST

- 2000

- 6756

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

Joint Applicant s : SOUTH AFRICAN AIRWAYS (PTY) LIMITED (SAA) ; and US AIRWAYS, INC. (US AIRWAYS) 1

Date Filed: November 2

, 2 0 1 2

Relief requested:

Dockets DOT

- OST

- 1999

- 6555, DOT

- OST

- 2000

- 6756, and DOT

- OST

- 2002

- 13366: Amendment of SAA’s exemption from 49 USC §41301 to permit it to (a) operate between SAA’s U.S. gateways and South Africa via intermediate points with local traffic rights as permissible under t he U.S.

- South Africa Agreement and via other intermediate points without local traffic rights; (b ) serve Philadelphia as one of SAA’s six permitted U.S. gateways ; and (c) serve Atlanta as one of its 25 named code

- share only U.S. beyond points

. 2 3 SAA also requests route integration authority to permit it to combine this exemption authority with its other exemption authority, to the extent permitted by applicable international agreements.

Docket DOT

- OST

- 2012

- 0189: US Airways requests an exemptio n under 49 U.S.C. §40109 to hold out code

- share only service with SAA (a) between any point or points in the United States, via the intermediate points Frankfurt, London, and Munich (without local traffic rights), and Johannesburg, Cape Town, Durban, East London, and Port Elizabeth, South Africa; and (b) between any point or points in the United States, via the intermediate point Dakar, Senegal, 4 and Johannesburg, Cape Town, Durban, East London, and Port Elizabeth, South Africa.

SAA requests a statement of authorization under 14 CFR Part 212 to display the US Airways “US” designator code on flights operated by SAA (a) from SAA’s U.S. gateways to Johannesburg and beyond to points in South Africa; (b) from SAA’s U.S. gateways to Dakar, Senegal as an intermedi ate point on SAA’s authorized U.S.

- South Africa

1 US Airways states that it is also applying on behalf of its affiliated carriers Piedmont Airlines, Inc. (Piedmont) and PSA Airlines, Inc. (PSA).

2 By diplomatic note received on August 24, 2012, South African authorities designated Philadelphia as a U.S. gateway for own

aircraft services operated by South African carriers. The six current designated U.S. gateways are as follows: Chicago, Los Angele s, Miami, New York, Philadelphia, and Washington, DC. In the same diplomatic note, South African authorities named
Atlanta as one of 25 U.S. code

- share

- only points, in place of Philadelphia. We note that the gateways and code

- share only points may be cha nged in accordance with the terms of the U.S.

- South Africa Air Transport Agreement.

3 SAA’s existing exemption authority permits it to (1) engage in scheduled foreign air transportation of persons, property and mail between (a) Johannesburg, South Africa , and New York, New York, via Ilha do Sal, Cape Verde; (b) Johannesburg/Cape Town, South Africa, and Miami, Florida; (c) Johannesburg and Los Angeles, California (and on this Los Angeles route, to commingle blind sector traffic not moving in foreign air tr ansportation between Johannesburg and Rio de Jan ei ro, Brazil); (d) Johannesburg/Cape Town, South Africa, via Ilha do Sal, Cape Verde, and Atlanta, Georgia; (e) Johannesburg/Cape Town, and Washington, D.C., via Ilha do Sal, Cape Verde; (f) serve 25 named U.S. points beyond any of SAA’s authorized gateways, on a
code

- share basis with any U.S. carrier code

- share partner; (g) serve Los Angeles/New York/Miami/Atlanta/Washington, D.C. on a coterminal basis; and (h) provid e code

- sharing service beyond the United States to third countries on a blind

- sector basis; and (2) conduct charters in accordance with Part 212 of the Department’s regulations. See Notice of Action Taken dated April 26 , 201 2 , in
Dockets DOT

- OST

- 1999

- 6555 and DOT

- OST

- 2000

- 6756

. SAA also holds exemption authority to conduct scheduled foreign air transportation of persons, property, and mail between SAA’s U.S. gateways and Dakar, Senegal, as an intermediate point on
SAA’s authorized U.S.

- South Africa service s. See Notice of Action Taken dated February 18, 2011, in Docket DOT

- OST

- 2002

- 13366.

4 US Airways holds underlying authority to serve Senegal pursuant to its Blanket Open Skies Certificate. See Order 2007

- 4

- 20.services; and (c) on SAA services between Frankfurt, Munich, and London, on the one hand, and Johannesburg, on the other, and on SAA flights to points in South Africa served beyond Johannesburg.

US Airways r equests a statement of authorization under 14 CFR Part 212 to display the SAA “SA” designator code on flights operated by US Airways (a) beyond SAA’s U.S. gateways to points within the United States; 5 and (b) between London and Philadelphia.

The joint app licants also request a waiver of the 45

- day advance filing requirement under 14 CFR Part 212.

Applicant representative s : Anita M. Mosner (SAA)

, (202) 955

- 3 000 and Howard Kass (US Airways), (202) 326

- 5153

DOT ana lyst: Brett D. Kruger 202

- 366

- 8025

Responsive pleadings: None.

DISPOSITION

Acti on: Approved in part, remainder dismissed as moot. 6 Action date: December 4 , 20 1 2

Effective dates of authority granted: The amended exemption authority granted to SAA is effective December 4 , 2012

, through February 18 , 20 1 3

. 7

The exemption authority granted to US Airways is effective December 4 , 2012, through December 4 , 2014.

The statements of authorization granted to SAA and US Airways are effective December 4 , 2012, for an indefinite period.

Our action granting a waiver of the 45

- day advance filing requirement under 14 CFR Part 212 is effective December 4

, 2012

.

Basis for approval (bil ateral agreement/reciprocity): United States

- South Africa Air Transport Agreement

Except to the extent exempted/waived, this authority is subject to the terms, conditions, and limitations of our standard U.S. carrier exemption conditions attached as Appendix A, foreign carrier exemption conditions attached as A ppendix B,
and to the code

- share conditions attached as Appendix C

.

Special conditions/Remarks: We note that US Airways has conducted a safety a udit of SAA under the Department’s
Code

- Share Safety Audit Program, and the FAA has advised us that it has r eviewed the relevant audit report and found it to be acceptable.

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

________________________________________________________________________________________________________ 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) the applicant s were qualified to perform its proposed operations; (3) grant of the authority was consistent
wi th the public interest; and (4) 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/deferred/dismissed, 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.

5 US Airways notes that these services woul d be limited to the 25 named points for code

- share only services under the U.S.

- South Africa Air Transport Agreement.

6 We will dismiss, as moot, the portion of SAA’s request to serve Philadelphia as an authorized own

- aircraft service point , as that
author ity is subsumed by the broad U.S. gateway exemption authority we are granting SAA here

. We also dismiss, as moot, SAA’s request f or amended exemption authority to serve Atlanta as a code

- share point since that authority is included in SAA’s

current exempt ion authority to serve 25 named U.S. points beyond any of its authorized gateways, on a code

- share basi s with any
U.S. carrier

. 7 We have granted the applicant’s request for amended exemption authority through February 18, 2013, coextensive with its existing exemption authority in Dockets DOT

- OST

- 1999

- 6555, DOT

- OST

- 2000

- 6756, and DOT

- OST

- 2002

- 13366.Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulati ons, 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 avail able on the World Wide Web at: http://www.regulations.gov

### Appendix A

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 reporti ng 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 Ord er, 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 servi ce (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. agen cies 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

### Appendix B

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 Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, in cluding, 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 (includin g charter flights) from a foreign airport that would be the holder’s last point of departure for the United States,
contact its International Industry Representative (IIR ) (formerly referred to as International Principal Security Inspector) to advise the I IR 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 coverage contained in 14 CFR Part 20 5, and, prior to the commencement of any operations under this authority, file evidence of such coverage, in the form of a completed OST Form 6411, with the Federal Aviation Administration’s Program Management Branch (AFS

- 260), Flight Standards Service (an y 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) Confor m to the airworthiness and airman competency requirements 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 waiver of sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with respect to those actions or proceedings instituted a gainst it in any court or other tribunal in the United 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 destin ation, 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 conditi on, the term "international air transportation" means "international transportation" as defined by the Warsaw Convention, except that all States shall be considered to be High Contracting Parties for the purpose of this definition;

(8) Except as specific ally authorized by the Department, originate or terminate all flights to/from the United States in its homeland;

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

(10) If charter operations are authorized, except as otherwise provided in the applicable 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 a ny period when the holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise transferred without explicit Department approval
under Title 49 of the U.S. Code.

1 2/2007Appendix C

The code

- share operations authorized here are subject to the following conditions:

(a) The statement s of authorization will remain in effect only as long as (i) SAA and US Airways continue to hold the necessary underlying authority to operate the code

- share s ervices at issue, and (ii) the code

- share agreement providing for the code

- share operations remains in effect.

(b) SAA and/or US Airways must promptly notify the Department (Office of International Aviation) if the c ode

- share agreement providing for the c ode

- share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code

- share services. Such notices should be filed in Docket DOT

- OST

- 20 12

- 0189

. 8

(c) SAA and/or US Airways must notify the Department no later than 30 days before they begin any new code

- share
service under the code

- share services authorized here. Such notice shall identify the market(s) to be served and the date on which the service will begin. Such notices should be f iled in Docket DOT

- OST

- 20 12

- 0 189

. 9

(d) The code

- sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the computer reservation system s and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code

- 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 partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federal Aviation Administration has issued a flight prohibition.

(e) The authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign
countries involved. Further more, (i) nothing in the award of this statement of authorization should be construed as conferring upon US Airways rights (including code

- share, fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless U S Airways notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use
the limited

- entry route rights that are included in the authority of US Airways by virtue of the statement of authorization granted here, but that are not then being used by US Airways , the holding of such authority will not be considered as providing any preference for US Airways in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 10

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

We may amend, modify, or revoke the authority granted at any time without hearing at our discretion

.

8 We expect this notification to be received within 10 days of such non

- effectiveness or of such decision.

9 The joint applicants state that SAA initially plan s to display the “US” designator (1) on SAA flights between New York and Washington, DC and Johannesburg via Dakar and beyond to po ints within South Africa; (2) on SAA’s London/Munich/Frankfurt

Johannesburg services, which will connect with US Airways’ services from Philadelphia to those cities; and (3) on SAA flights .to points in South Africa beyond Johannesburg. US Airways plans to display the “SA” code on flights it operates beyond New York and Washington to points within the U.S., and on flights between London and Philadelphia.

10 The notice in paragraph (b) above can be used for this notification.