BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC. and VRG LINHAS AEREAS S.A. d/b/a GOL for new and amended statement s of authorization (U.S.

- Brazil Codesharing) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 2010

- 0095

JOINT APPLICATION OF DELTA AIR LINES, INC. AND VRG LINHAS AEREAS S.A. d/b/a GOL FOR NEW AND AMENDED STATEMENTS OF AUTHORIZATION

Communications with respect to this document should be sent to:
Felipe Amadeu Lotufo Contracts and Corporate Lawyer Legal Department VRG Linhas Aereas S.A.

— Grupo Gol Praca Comandante Lineu Gomes, s/n, portaria 03 Jardim Aeroporto Sao Paulo/SP

– CEP 04626

- 020

November 8 , 201 2 Alexander Van der Bellen, Managing Director, G overnment Affairs and Associate General Counsel DELTA AIR LINES, INC. 1212 New York Avenue, NW Suite 200 Washington, DC 20005 (202) 842

- 4184 sascha.vanderbellen@delta.com

NOTICE: The Joint Applicants are conducting a poll on this application and wi ll advise the Department of the results as soon as possible.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC.
and VRG LINHAS AEREAS S.A. d/b/a GOL for new and amended statements of authorization (U.S.

- Brazil Codesharing) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 2010

- 0095

JOINT APPLICATION OF DELTA AIR LINES, INC. AND VRG LINHAS AEREAS S.A. d/b/a GOL FOR NEW AND AMENDED STATEMENTS OF AUTHORIZATION

Delta Air Lines, Inc. (“Delta”) and VRG Linhas Aereas S.A. d/b/a Gol (“Gol”)
(collectively, the “Joint Applicants”) hereby jointly apply for (i) an amended statement of
authorization for Gol to disp lay Delta’s DL* code on Gol

- operated flights between the

United States and Brazil via intermediate points, and (ii) a new statement of authorization
for Delta to display Gol’s G3* code on Delta

- operated flights between the United States
and Brazil, within the United States, and beyond to third countries

. Delta and Gol have agree d to expand the scope of their existing codeshare
agreement to include the display of DL* code on new services operated by GOL between

the United States and Brazil via the Dominican Republic. Additionally, the carriers have
agreed that GOL will display it s G3* on Delta

- operated flights between the United States
and Brazil, within the United States, and beyond to third countries. All of the proposed

service s are governed by the existing and previously approved codeshare agreement on

file in this docket.Joint Application of Delta and Gol Page 2 Specifically, the Joint Applicants request the following authority:
(1) Gol requests an amended statement of authorization under 14 C.F.R. Part 212
to display Delta’s DL* designator code on flights operated by Gol between the United

States and Brazil vi a intermediate points

. (2) Delta requests a statement of authorization under 14 C.F.R. Part 212 to
display Gol’s G3* designator code on flights operated by Delta: (a) between the United
States and Brazil via intermediate points, (b) within the United Sta tes (in conj unction with
foreign air transportation ), (c) beyond the United States to third countries, and (d) beyond

Brazil to third countries.
In support of this Application, the Joint Applicants submit the following:



### 1. Under the ir previously approved c odeshare agreement, Delta and Gol hold

broad exemption and statement of authorization authority to engage in U.S.

- Brazil

codeshare service. ( See, NOAT May 11, 2010 ; NOAT April 19, 2011 in DOT

- OST

- 2010

-
0095 )

. T he codeshare agreement prov ides for reciproca l codesharing; however, to date
, the Joint A pplicants have only implemented codesharing by Delta on Gol

- operated flights
beyond Delta’s Brazil gateways to points in Brazil and beyond to points in third countries.



### 2. By this application, the Joint Applicants seek new and amended statements of
authorization to implement additional reciprocal codesharing to include the display of

Delta’s code on Gol

- operated U.S.

- Brazil flights via intermediate points, and to display

Gol’s G3* on Delta

- operated flights as descri be above.



### 3. The proposed services are fully consistent with the U.S.

- Brazil Air Transport
Agreement, including the March 19, 2011 Memorandum of Consultations (MOC) which
provides for u n restricted bilateral codeshare opportunities and a fully liberalized ro ute

schedule for U.S. and Brazilian airlines.Joint Application of Delta and Gol Page 3



### 4. Gol already holds the necessary underlying authority to engage in the
expanded reciprocal codeshare activities contemplated by th is application. See, NOAT
dated April 3, 2012 in Docket OST

- 2012

- 0039 (grantin g Gol exemption authority to
engage in scheduled foreign air transportation of persons, property and mail from any
point or points behind Brazil, via Brazil and intermediate points to any point or points in the
United States and beyond). 1



### 5. The same public interest considerations that supported the original grant of
codeshare authority to Delta and Gol apply with equal force to the new and amended
authority requested herein. The expanded codesharing contemplated by this application

will make Delta and Gol m ore competitive for U.S.

- South America traffic, and will further
expand Delta and Gol online service to additional points in Brazil and beyond.



### 6. The Joint Applicants request that the ir new and amended statement s of

authorization be issued for an indefinit e period, so long as their codeshare agreement
continues in effect. The Joint Applicants will notify the Department if the agreement

should cease to be effective.



### 7. The proposed new service points for operation under the new and amended

statements of author ization are listed at Attachment A . Consistent with the Department’s
administration of Delta/Gol and other similar codeshare arrangements, 2 t he Joint
Applicants will continue to provide 30 days notice of any additional new U.S., Brazilian
and third country codeshare points.



### 8. The Joint Applicants agree to abide by the consumer notification requirements

of 14 C.F.R. Part 257 as well as the other conditions applicable to codeshare services

1 Delta also holds all necessary underlying authority. See, NOAT May 11, 2010; NOAT Ap ril 19, 2011 in DOT

- OST

- 2010

- 0095.

2 See, e.g., the administration of Delta, Aeromexico, and affiliate codesharing in Dockets OST

1997

- 3289, OST

- 2000

- 7708, and OST

- 2001

- 10833.Joint Application of Delta and Gol Page 4 operated to or sold in the United States. Delta's engagement in thes e codeshare services
will not affect its commitment of aircraft to the CRAF program.

WHEREFORE, the Joint Applicants respectfully request that the Department grant
them the amended statement of authorization and exemption described above.
Respectfully sub mitted,

/s/ Felipe Amadeu Lotufo

__________________________ Felipe Amadeu Lotufo Contracts and Corporate Lawyer Legal Department VRG Linhas Aereas S.A.

— Grupo Gol ___________________ Alexander Van der Bellen,

Managing Director, Government Affairs and Associate General Counsel DELTA AIR LINES, INC.Attachment A
(1) Delta DL* code on Gol

- operated U.S.

- Brazil flights via intermediate points:

Sao Paulo

- Santo Domingo, Dominican Republic Rio de Janeiro

– Sant o Domingo, Dominican Republic S anto Domingo, Dominican Republic

– Miami Santo Domingo, Dominican Republic

– Orlando
(2) Gol G3* code on Delta

- operated U.S.

- Brazil flights via intermediate points:
Santo Domingo, Dominican Republic

– Atlanta Santo Domingo, Dominican Republic

– New Yo rk

Atlanta

- Brasilia Atlanta

- Rio de Janeiro Atlanta

- Sao Paulo Detroit

- Sao Paulo New York

– Sao Paulo
(3) Gol G3* code on Delta

- operated flights between Gol’s U.S. gateways and the following U.S. points :

Atlanta Austin Baltimore Boston Charlotte Chicago Cincinnati Cleveland Columbus, OH Dallas/Ft. Worth Denver Detroit Greenville/Spartanburg Houston Indianapolis Kansas City Las Vegas Los Angeles Memphis Miami Minneapolis/St. Paul Nashville New Orleans New York Newark Orlando2 Philadelphia Phoenix Pittsburgh Portland , OR Raleigh Durham Salt Lake City San Antonio San Diego San Francisco Seattle St. Louis Tampa Washington, D.C.

(4) Gol G3* code on Delta

- operated flights between Gol’s U.S. gateways and the following beyond points in third countries:

Montreal , Canada Toronto, CanadaCERTIFICATE OF SERVICE
A copy of the foregoing document has been served this 8 th day of November , 201 2
, upon the following persons via email:

francis.heil @aa.com robert.wirick @aa.com howard_kass@usairways.com benjamin.slocum@u sairways.com dan.weiss@united .com steve.morrissey @united.com esta.rosenberg@dot.gov george.wellington@dot.gov brian.hedberg@dot.gov urskr@state.gov info@airlineinfo.com