UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation on November 8 , 20 11

NOTICE OF ACTION TAKEN

-- DOCKET DOT

- OST

- 20 1 1

- 01 95

__________________________________________ ______________________ _______________________________ T his 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).

Applicant : PLUNA Lineas Ae reas Uruguayas Sociedad Anonima (PLUNA) Date Filed: October 27, 2011

Relief requested : E xemption under 49 U.S.C. § 4 0109 to permit PLUNA to engage in scheduled foreign air transportation of persons, property

, and mail between points in Uruguay v ia intermediate points to a point or points in the United States and beyond, pursuant to a code

- share arrangement with American Airlines, Inc. (American). 1

Applicant representative s : Joanne W. Young (202) 331

- 3348

DOT analyst: Brett D. Kruger ( 202 ) 36 6

- 8025

Responsive pleadings: None.

DISPOSITION

Action: Approved

.

Action date: November 8 , 20 11 2

Effective dates of authority granted: November 8 , 2011 , through November 8 , 201 3

.

Basis for approval (bil ateral agreement/reciprocity): U.S.

- Urugu ay Air Transport Agreement.

Except to the extent exempted/waived, this authority is subject to the terms, conditions, and limitations of our standard exemption conditions (attached).

Special conditions / Remarks: We found that the applicant is operational ly and financially qualified to conduct its proposed operations. 3 With respect to the applicant’s ownership, PLUNA states that it is 75% owned by Sociedad Aeronautica Oriental S.A. (SAO), a Uruguayan corporation, and 25% owned by PLUNA Ente Autonomo (PEA) , a Uruguayan public entity that is owned by the Government of Uruguay. Chorus Aviation, Inc. (Chorus Aviation), a publicly traded company on the Toronto Stock Exchange, owns 33.3% of SAO’s shares, and Riverwood Capital LLC (Riverwood), a U.S. private equ ity firm, holds 59.3% of SAO’s shares. Chorus Aviation and Riverwood hold the SAO shares through two Panamanian holding companies. The applicant further states that no individual owns 5% or more of the interests in PLUNA through Chorus Aviation or Riverw ood. Regarding the control of the carrier, PLUNA states that

its seven

- member board consists of three Argentine citizens, two Uruguayan citizens, one U.S. citizen, and one Canadian citizen. In addition, PLUNA further states that its key management person nel consist of citizens of Uruguay, Argentina, Brazil, and the United Kingdom. In spite of the fact that we are unable to find that PLUNA is substantially owned and effectively controlled by homeland nationals, we find it appropriate to waive our ownershi p and control requirements. The carrier is properly licensed by the Government of Uruguay to perform the proposed services, and there is no evidence on the record which would suggest that the ownership of PLUNA would be inimical to U.S. aviation policy or interests.

1 American has separately filed an application in Docket DOT

- OST

- 2011

- 0196 for a corresponding statement of authorization to perform these operations. We are acting on that request concurrently. PLU NA states that the initial code

- share service will be between Montevideo and Miami on flights operated by American, and behind the Miami gateway on flights operated by American

or its affiliates.

2 We acted on the request before the expiration of the 15

- da y answer period with the consent of all parties served.

3 The applicant has requested confidential treatment of its financial submissions, under the provisions of 14 CFR §302.12. Goo d cause having been shown, we will grant this request.The exemption authority granted to PLUNA is limited to operations conducted only on a code

- share basis with American

, only on flights operated by American . PLUNA may not conduct U.S. operations with its own aircraft and crews without

further action by the Department.

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 was qualified to perform its proposed operations; (3) grant of the authority was consist ent with 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 authorit y granted in this Notice at any time without hearing at our discretion.

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 seve n (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

### 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 effecti ve 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, 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 concernin g 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 Industry Representative (IIR) (formerly r eferred 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 th e requirements for minimum insurance coverage contained in 14 CFR Part 205, 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 Administr ation’s Program Management 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 requiremen ts at least equivalent to Annex 6 of the Chicago Convention;

(5) Conform 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 Depart ment 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. 160 5(a), but only with respect to those actions or proceedings instituted against 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, in clude a point in the United States as a point of origin, point of destination, 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 cognizab le 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 Convention, except that all States shall be considered to be High Contract ing Parties for the purpose of this definition;

(8) Except as specifically 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 r eporting 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 limitations 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 la ws of the United States.

This authority shall not be effective during any 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 2/2007