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 a statement of authorization pursuant to 14 C.F.R. Part 212 and related exemptions (U.S.-Brazil Codesharing) ) ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2010-

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

Communications with respect to this document should be sent to: Charles F. Donley II Squire, Sanders & Dempsey LLP 1201 Pennsylvania Ave., N.W. Suite 500 Washington, D.C. 20004 (202) 626-6840 cdonley@ssd.com

Counsel for GOL

April 13, 2010 Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel Jeff Morgan Regional Director, Government Affairs 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 will 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 a statement of authorization pursuant to 14 C.F.R. Part 212 and related exemptions (U.S.-Brazil Codesharing) ) ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2010-

JOINT APPLICATION OF DELTA AIR LINES, INC. AND VRG LINHAS AEREAS S.A. d/b/a GOL Delta Air Lines, Inc. (“Delta”) and VRG Linhas Aereas S.A. d/b/a Gol (“Gol”) (collectively, the “Joint Applicants”) hereby jointly apply for a statement of authorization for Gol and for related exemption authority for Delta in order to display Delta’s DL* code on Gol-operated flights beyond Delta’s gateways in Brazil. Delta and Gol have entered into a codeshare arrangement under which Delta will display its code on Gol operated flights within Brazil and beyond Brazil to points in select third countries. This codesharing arrangement will create important benefits for the traveling public and will enable Delta to expand its network and more effectively market

South American services. Delta and Gol in tend to commence codeshare service as soon as all required governmental authorities are obtained. The requested authority is consistent with the U.S.-Brazil Air Transport Agreement, and with the public interest. The services contemplated by Delta and Gol will help maximize the range of service options available to the traveling and shipping public.Joint Application of Delta and Gol Page 2 The requested authority is also consistent with the Notices of Action Taken allowing codeshare services between United Air Lines and TAM (DOT-OST-2007-0012, October 24, 2007) and American Airlines and Gol (DOT-OST-2010-0009, March 4, 2010). In those actions, the Department granted blank et authorization (subject to 30-day notice) for up to 30 codeshare-only points in each country that may be designated by the two governments. Delta seeks equivalent blanket authorization for Brazilian points here. Specifically, the Joint Applicants request the authority to engage in codeshare

services as follows: (1) Gol requests a statement of authorization under 14 C.F.R. Part 212 to display Delta’s DL* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by Gol a) between Delta’s Brazil gateways and all Brazil points named in the U.S.-Brazil Air Transport Agreement (Manaus, Brasilia, Rio de Janeiro, Sao Paulo, Recife, Porto Alegre, Belem, Belo Horizonte, Curitiba, Fortaleza, Salvador), (b) between Delta’s Brazil gateways and the 30 additional points in Brazil designated by the United States for codeshare-only service, and (c) beyond Brazil to any point or points. (2) Delta requests exemption authority under 49 U.S.C. § 40109 to provide scheduled foreign air transportation of persons, property, and mail between the a point or points in the United States, via intermediate points, and a) the Brazil points named in the U.S.-Brazil Air Transport Agreement for which Delta does not already hold economic authority (Porto Alegre, Belem, Curitiba, and Salvador), b) the 30 additional points in Brazil designated by the United States for c odeshare-only service, and c) beyond Brazil to any point or points, 1 pursuant to Delta’s codeshare arrangement with Gol.

1 Under the U.S.-Brazil bilateral, U.S. airli nes can offer service beyond Brazil to Argentina, Uruguay, Paraguay, and Chile. Annex I, Section I, paragraph A(1). The beyond Brazil points Delta intends to serve, subject to foreign government app rovals, as part of its codesharing arrangement with Gol are Asuncion, Paraguay; Montevideo, Uruguay; Cordoba, Argentina; and Rosario,Joint Application of Delta and Gol Page 3 The Delta/Gol codeshare agreement, which provides notice of the Joint Applicants’ initial codeshare service at Exhibit A-2, is attached. 2 Consistent with the Department’s administration of similar stat ements of authorization, Delta and Gol will provide 30 days notice in this docket prior to implementing codeshare service not identified in Exhibit A-2 to the Delta/Gol codeshare agreement. The Joint Applicants also request, consistent with the Department’s prior administration of blanket statements that services to noticed points be authorized via any of Delta’s Brazilian gateways. In support of this Application, the Joint Applicants submit the following:



### 1. Delta holds a Certificate of Public Convenience and Necessity for Route 740, which authorizes Delta to engage in scheduled foreign air transportation of persons, property and mail between Atlanta and Sao Paulo and Rio de Janeiro (Order 2002-7-31). Delta provides nonstop service to Brazil from New York JFK pursuant to Route 740 and route integration authority. See Notice of Action Taken on December 23, 2005 in Docket OST-97-2338 and Order 2006-1-1. Delta holds exemption authority to serve between Los Angeles and Sao Paulo (Order 2008-11-21), and exemption authority to serve between U.S. points and Brasilia, Manaus, Fortaleza, Belo Horizonte, and Recife (Notices of Action Taken and August 8, 2008 and March 4, 2009 in DOT-OST-2008-0227).



### 2. Gol has separately applied for the necessary underlying economic authority to

conduct the codeshare service described herein.

Argentina. Paraguay and Uruguay are open skies count ries. The U.S.-Argentina bilateral provides for codesharing between U.S. and third country ca rriers on the agreed routes. Article VI, paragraph 7.

2 Delta understands that 24 points in Brazil are currently designated by the U.S. for codeshare-only service: Aracaju, Bauru, Campo Grande, Cascavel , Cuiaba, Florianopolis, Goiania, Iguacu, Ilheus, Joao Pessoa, Joinville, Londrina, Maceio, Marina Parin, Natal, Navagantes, Petrolina, Porto Seguro, Porto Velho, Ribeirao Preto, Sao Luiz, Tere sina, Vilhena, and Vitoria. The Brazilian points listed in Exhibit A-2 are a) named points in the U.S.-Brazil Air Transport Agreement, or b) included among the 24 Brazil code-share only point s currently designated by the U.S.Joint Application of Delta and Gol Page 4 

### 3. The codeshare services proposed by the Joint Applicants are fully consistent with the public interest and DOT policy. The Department recognized in its 1995 International Policy Statement that codeshare services such as those proposed herein produce important public benefits: Code sharing and other cooperative marketing arrangements can provide a cost-efficient way for carriers to enter new markets, expand their systems and obtain additional flow traffic to support their other operations by using existing facilities and scheduled operations. Because these cooperative arrangements can give the airline partners new or additional access to more markets, the partners will gain traffic, some stimulated by the new service, and some diverted from incumbents. In this way, cooperative arrangements can enhance the competitive positions of both partners in such a relationship. Increased international code sharing and other cooperative arrangements can benefit consumers by increasing international service options and enhancing competition between carriers, particularly for traffic to or from cities behind major gateways. By stimulating traffic, the increased competition and service options shoul d expand the overall international market and increase overall opportunities for the aviation industry. 3

Codesharing by Delta and GOL will make both carriers more competitive for U.S.-South

America traffic.



### 4. The Joint Applicants also request, consistent with the Department's precedents

in other codeshare dockets that the statement of authorization be issued for an indefinite period, so long as their codeshare agreement continue in effect. The Joint Applicants will notify the Department if the agreement should cease to be effective.



### 5. 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 operated to or sold in the United States. Delta's engagement in these codeshare services will not affect its commitment of aircraft to the CRAF program.

3 U.S. International Air Transportation Policy St atement, 60 Fed. Reg. 21841, 21842 (May 3, 1995).Joint Application of Delta and Gol Page 5 

### 6. Delta will rely on Gol’s IOSA certification to support the instant codeshare request. Delta’s compliance statement on Gol’s IOSA codeshare safety audit was presented to the Federal Aviation Administration on February 9, 2010. The FAA has rated Brazil a Category 1 country. WHEREFORE, the Joint Applicants respectfully request that the Department grant them the statement of authorization and exemption relief described above. Respectfully submitted,

/s/ Charles F. Donley II

__________________________ Charles F. Donley II Squire, Sanders & Dempsey LLP

Counsel for GOL ___________________ Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel DELTA AIR LINES, INC.CERTIFICATE OF SERVICE A copy of the foregoing document has been served this 13 th day of April, 2010, upon the following persons via email: carl.nelson@aa.com howard_kass@usairways.com benjamin.slocum@usairways.com hkamen@coair.com dan.weiss@coair.com rbkeiner@crowell.com (for Continental) mrosia@crowell.com (for Continental) jeffrey.manley@united.com julie.oettinger@united.com esta.rosenberg@dot.gov george.wellington@dot.gov brian.hedberg@dot.gov byerlyjr@state.gov john.allen@faa.gov mike.orr@airlineinfo.com