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 an amended statement of authorization pursuant to 14 C.F.R. Part 212 and related exemption (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

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

Counsel for GOL

April 13, 2011 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 pos sible.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 an amended statement of authorization pursuant to 14 C.F.R. Part 212 and related exemption (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 Delta Air Lines, Inc. (“Delta”) and VRG Linhas Aere as S.A. d/b/a Gol (“Gol”) (collectively, the “Joint Applicants”) hereby joint ly apply for an amended statement of authorization for Gol and for amended exemption aut hority for Delta in order to display Delta’s DL* code on Gol-operated flights. The requ ested amended authority is consistent with the recently signed U.S.-Brazil Air Transport Memorandum of Consultations, which

liberalized the route schedule for U.S. and Brazili an airlines. Specifically, the Joint Applicants request amended authority to engage in

codeshare services as follows: (1) Gol requests an amended statement of authoriza tion under 14 C.F.R. Part 212 to display Delta’s DL* designator code in conjuncti on with foreign air transportation of persons, property, and mail on flights operated by Gol between Delta’s Brazil gateways and (a) any point or points in Brazil and (b) beyon d Brazil to any point or points. (2) Delta requests amended exemption authority un der 49 U.S.C. § 40109 to provide scheduled foreign air transportation of per sons, property, and mail between aJoint Application of Delta and Gol Page 2 point or points in the United States, via intermedi ate points, and (a) any point or points in Brazil and (b) beyond Brazil to any point or points , pursuant to Delta’s codeshare arrangement with Gol. In support of this Application, the Joint Applicant s submit the following:



### 1. Delta and Gol hold, respectively, an exemption and a statement of authorization to engage in codeshare service consis tent with the route schedule limitations of the previous U.S.-Brazil Air Transpo rt Agreement. See, Notice of Action Taken May 11, 2010 in DOT-OST-2010-0095. 1



### 2. On March 19, 2011, the U.S. and Brazil signed a Mem orandum of Consultations (MOC) which, inter alia , liberalized the route schedule for both U.S. and Brazilian airlines. Specifically, Section 1, Parag raph 1 of the MOC provides an open route schedule for airlines of both sides. The Joint App licants request amended authority so they can take full advantage of these important new rights.



### 3. The same public interest considerations that suppor ted the original grant of codeshare authority to Delta and Gol apply with equ al force to the amended authority requested herein. The expanded codesharing opportu nities created by the MOC will make Delta and Gol more competitive for U.S.-South America traffic, and will further expand Delta online service to additional points in Brazil and beyond.



### 4. The Joint Applicants request that the amended state ment of authorization be issued for an indefinite period, so long as their c odeshare agreement continues in effect. The Joint Applicants will notify the Department if the agreement should cease to be

effective.



### 5. The Joint Applicants previously provided the Depart ment with notice of their

initial codeshare routes. In order to maximize com mercial flexibility and minimize undue

1 Gol holds the underlying economic authority necess ary to conduct the codeshare service described herein. See, Notice of Action Taken May 11, 2010 in DOT-OST-2010-0094.Joint Application of Delta and Gol Page 3 administrative burdens, and consistent with Departm ent precedent in similar codeshare authority dockets, 2 the Joint Applicants hereby provide notice that De lta may codeshare on Gol to previously noticed Brazilian points beyon d any Brazilian gateway. For ease of reference, the Brazilian points for which the Joint Applicants have previously provided notice are listed at Attachment A. The Joint Appli cants will continue to provide 30 days notice of new Brazilian codeshare points and of new codeshare routes beyond Brazil to

third countries.



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

of 14 C.F.R. Part 257 as well as the other conditio ns 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 C RAF program. WHEREFORE, the Joint Applicants respectfully reques t that the Department grant

them the amended statement of authorization and exe mption described above. Respectfully submitted,

/s/ Charles F. Donley II

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

Counsel for GOL ___________________ Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel DELTA AIR LINES, INC.

2 See, e.g., the administration of Delta, Aeromexico , and affiliate codesharing in Dockets OST1997-3289, OST-2000-7708, and OST-2001-10833.Attachment A

Notice of Delta code on Gol operated flights betwee n Delta’s Brazilian gateways and: Airport Code Airport City Country BEL Belem Brazil CNF Belo Horizonte Brazil BSB Brasilia Brazil CGB Cuiaba Brazil CWB Curitiba Brazil FLN Florianopolis Brazil FOR Fortaleza Brazil GYN Goiania Brazil IGU Iguassu Falls Brazil JPA Joao Pessoa Brazil LDB Londrina Brazil MAO Manaus Brazil NAT Natal Brazil NVT Navegantes Brazil POA Porto Alegre Brazil REC Recife Brazil REC Recife Brazil GIG/SDU Rio de Janeiro Brazil SSA Salvador Brazil GRU/CGH Sao Paulo Brazil THE Teresina Brazil VIX Vitoria Brazil Note: All points listed above were previously notic ed to the Department in Docket DOTOST-2010-0095 as part of Delta/Gol’s Joint Applicat ion filed on April 13, 2010.CERTIFICATE OF SERVICE

A copy of the foregoing document has been served th is 13th day of April, 2011, upon the following persons via email: carl.nelson@aa.com howard_kass@usairways.com benjamin.slocum@usairways.com dan.weiss@coair.com jeffrey.manley@united.com esta.rosenberg@dot.gov george.wellington@dot.gov brian.hedberg@dot.gov urskr@state.gov info@airlineinfo.com