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

Issued by the Department of Transportation on March 4, 2010

NOTI CE OF ACTION TAKEN -- DOCKET DOT-OST-2010-0009

CORRECTED COPY**

__________________________________________________________________________________________________________________ This serves as notice to the public of the action d escribed below, taken by the Department official indicated (no additional confirming orde r will be issued in this matter).

Joint Application of AMERICAN AIRLINES, INC. (American) 1 and VGR LINHAS AEREAS S.A., d/b/a GOL (Gol) filed 1/7/10 for:

XX Exemption for American under 49 U.S.C. 40109 to provide the following services:

Scheduled foreign air transportation of persons, property, and mail between American’s authorized Brazil gateways and points in Brazil se lected by the United States for code-share-only
service. 2 3

XX Statement of authorization for blanket code-s hare authority for Gol under 14 CFR Part 212 to:

Display American’s “AA” designator code in conjunc tion with foreign air transportation on flights operated by Gol between and amon g American’s Brazil gateways and points in Brazil selected by the United States for code-share-only service. 4

Applicant reps: Carl B. Nelson (202) 496-5647 (American) DOT Analyst: Thuy H. Cooper (202) 366-5423 Charles F. Donley, II (202) 626-6840 (Gol)

D I S P O S I T I O N

XX Granted request of American for exemption authority (subject to conditions, see below)

XX Granted request of Gol for blanket statement of authorization (subject to conditions, see below)

** This Notice of Action Taken is corrected to add the Belo Horizonte-Sao Paulo (Congonhas) code-share route, which was inadvertently omitted in Appendix A of the Notice.

1 The joint applicants include American affiliates American Eagle Airlines, Inc., and Executive Airlines, Inc. d/b/a American Eagle.

2 The joint applicants state that American’s “AA*” designat or code will be displayed on Gol-operated flights within Brazil selected by the United States for code-share -only service beyond American’s Brazil gateways.

3 American holds certificate author ity to serve between New York/Miami and Sao Paulo/Rio de Janeiro ( see Order 2001-5-26, renewal application pending in DOT-OST-1995-297) and exemption authority to serve between U.S. points and Belem, Belo Horizonte, Brasilia, Manaus, Porto Al egre, Recife, Rio de Janeiro, Salvador, and Sao Paulo, and beyond to Argentina, Uruguay, Paraguay, and Chile ( see Notice of Action Taken dated July 8, 2009, in Docket DOT-OST-1996-1353).

4 See Attachment A for list of initial code-share routes. The Joint Applicants propose to implement the code-share service on April 1, 2010.The above action granting exemption authority to American was effective when taken: March 4, 2010

, through March 4, 2012

.

The above action granting a statement of author ization to Gol was effective when taken: March 4, 2010

, and will remain in effect indefinite ly, subject to the conditions below.

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.

Except to the extent exempted or waived, this authorit y is subject to the terms, conditions, and limitations
indicated: XX American’s certificates of public convenience and necessity

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

XX Conditions for Statement of Authorization (see below)

------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------ Conditions: The statement of authorization granted to Gol is subject to the following conditions:

(a) The statement of authorization will remain in effect only as long as (i) American and Gol continue to hold the necessary unde rlying authority to operate the code-share services at issue, and (ii) the code-share agreement providing for the code-share operations remains in effect.

(b) American and/or Gol must promptly notify th e Department (Office of International Aviation) if the code-share agreement providing for the code-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-2010-0009. 5

(c) American and/or Gol must notify the Department no later than 30 days before they begin any new
code-share service under the code-share services au thorized here. Such notice shall identify the market(s) to be served, which carrier will be ope rating the aircraft in the code-share market added, and the date on which the service will begin. Such notices should be filed in
DOT-OST-2010-0009.

(d) The code-sharing operations c onducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regul ations concerning code-share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly cond itioned upon the requirements that the subject foreign air transportation be sold in the name of the ca rrier 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-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 ope rating 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 Ad ministration 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 ot her foreign countries involved. Furthermore,

5 We expect this notificatio n to be received within 10 days of such non-effectiven ess or of such decision.(i) nothing in the award of this blanket stat ement of authorization should be construed as conferring upon American rights (i ncluding code-share, fifth-freedom intermediate and/or beyond rights) to serve markets where U.S. carrier rights are limited unless American notifies us of its intent to serve such 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; 6 and (ii) should there be a request by any carrier to use the limited-entry route rights that are included in American’s authority by virtue of the blanket statement of authorization granted here, but that are not being used by American, the holding of such authority will not be considered as providing any preference for American in a carrier selection proceeding to determine which carrier(s) should be en titled to use the authority at issue.

(f) The authority granted here is specifically conditi oned so that neither American nor Gol shall give any force or effect to any contractual provisi ons between themselves that are contrary to these
conditions.

Remarks: We note that American has conducted a safet y audit of Gol under the Department’s CodeShare Safety Audit Program, and the FAA has advised that it has reviewed the relevant audit report 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 regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) gr ant 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 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 regulations, 14 CFR §385.30, may file their petitions with in seven (7) days after the date of
issuance of this Notice. This action was effective wh en 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

6 The notice referenced in condition (c) above may be used for this notification.

### Appendix A

INITIAL CODE-SHARE ROUTES (“AA” on Gol-operated flights)

Belo Horizonte ( Tancredo Neves International) Brasilia

Belo Horizonte ( Tancredo Neves International) Sao Paulo (Guarulhos Airport)

Belo Horizonte ( Tancredo Neves International) Campinas

Belo Horizonte ( Tancredo Neves International) Curitiba

Belo Horizonte ( Tancredo Neves International) Rio de Janeiro

Belo Horizonte ( Tancredo Neves International) Sao Paulo (Congonhas)

Belo Horizonte ( Tancredo Neves International) IIheus

Belo Horizonte ( Tancredo Neves International) Recife

Belo Horizonte ( Tancredo Neves International) Rio de Janeiro (Santos Dumont Airport)

Belo Horizonte ( Tancredo Neves International) Salvador

Belo Horizonte ( Tancredo Neves International) Vitoria

Rio de Janeiro (Galeao Int’l Airport) Aracaju

Rio de Janeiro (Galeao Int’l Airport) Belem

Rio de Janeiro (Galeao Int’l Airport) Brasilia

Rio de Janeiro (Galeao Int’l Airport) Sao Paulo (Congonhas Airport)

Rio de Janeiro (Galeao Int’l Airport) Belo Horizonte ( Tancredo Neves International)

Rio de Janeiro (Galeao Int’l Airport) Campinas

Rio de Janeiro (Galeao Int’l Airport) Curitiba

Rio de Janeiro (Galeao Int’l Airport) Florianopolis

Rio de Janeiro (Galeao Int’l Airport) Fortaleza

Rio de Janeiro (Galeao Int’l Airport) Sao Paulo (Guarulhos Airport)

Rio de Janeiro (Galeao Int’l Airport) Iguassu Falls

Rio de Janeiro (Galeao Int’l Airport) Joao Pessoa

Rio de Janeiro Manaus

### (Galeao Int’l Airport)

Rio de Janeiro (Galeao Int’l Airport) Maceio

Rio de Janeiro (Galeao Int’l Airport) Natal

Rio de Janeiro (Galeao Int’l Airport) Porto Alegre

Rio de Janeiro (Galeao Int’l Airport) Recife

(Rio de Janeiro (Galeao Int’l Airport) Sao Luiz

Rio de Janeiro (Galeao Int’l Airport) Salvador

Rio de Janeiro (Galeao Int’l Airport) Vitoria

Sao Paulo (Guarulhos Airport) Belem

Sao Paulo (Guarulhos Airport) Porto Seguro

Sao Paulo (Guarulhos Airport) Brasilia

Sao Paulo (Guarulhos Airport) Cuiaba

Sao Paulo (Guarulhos Airport) Campo Grande

Sao Paulo (Guarulhos Airport) Belo Horizonte ( Tancredo Neves International)
Sao Paulo (Guarulhos Airport) Curitiba

Sao Paulo (Guarulhos Airport) Florianopolis

Sao Paulo (Guarulhos Airport) Fortaleza

Sao Paulo (Guarulhos Airport) Rio de Janeiro (Galeao Int’l Airport)

Sao Paulo (Guarulhos Airport) Goiania

Sao Paulo (Guarulhos Airport) Iguassu Falls

Sao Paulo (Guarulhos Airport) Joao Pessoa

Sao Paulo (Guarulhos Airport) Manaus

Sao Paulo (Guarulhos Airport) Maceio

Sao Paulo (Guarulhos Airport) Natal

Sao Paulo (Guarulhos Airport) Navegantes

Sao Paulo (Guarulhos Airport) Porto Alegre

Sao Paulo Recife

### (Guarulhos Airport)

Sao Paulo (Guarulhos Airport) Salvador

Sao Paulo (Guarulhos Airport) Vitoria

Salvador Aracaju

Salvador Porto Seguro
Salvador Brasilia
Salvador Sao Paulo (Congonhas Airport)
Salvador Belo Horizonte ( Tancredo Neves International)

Salvador Campinas
Salvador Rio de Janeiro (Galeao Int’l Airport)
Salvador Sao Paulo (Guarulhos Airport)

Salvador Ilheus
Salvador Maceio
Salvador Natal

Salvador Recife

Recife Sao Paulo (Guarulhos Airport)

Recife Natal

Recife Petrolina

Recife Salvador

### Appendix B

U.S. Carrier Exemption Conditions

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

(1) Hold at all times effectiv e operating authority from the govern ment 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 fo r reporting data contained in 14 CFR 241;

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

(5) Except as specifically exempted or otherwise pr ovided for in a Department Order, comply with the requirements of 14 CFR 203, concerni ng waiver of Warsaw Convention liability limits and defenses;

(6) Comply with all applicable requirements of th e Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements con cerning security, including, but not limited to, 49 CFR Part 1544. To assure complian ce with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flig hts) 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 Ad ministration has determined that secu rity is adequate to allow such airport(s) to be served;

(7) Comply with such other reasonable terms, conditi ons, 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 eff ective only during the period when th e holder is in compliance with the conditions imposed above.

1/2008