UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation on May 10, 2010

NOTI CE OF ACTION TAKEN -- DOCKET DOT-OST-2010-0095

__________________________________________________________________________________________________________________ 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 DELTA AIR LINES, INC. (Delta) and VGR LINHAS AEREAS S.A., d/b/a GOL (Gol) filed 4/13/10 for:

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

Scheduled foreign air transportation of persons, property, and mail between the United States, via intermediate points, and (a) the Brazil points na med in the U.S.-Brazil Air Transport Agreement for which Delta does not hold economic authority, 1 (b) the additional points in Brazil selected by the United States for code-share only service, 2 and (c) beyond Brazil to any point or points, pursuant to Delta’s code-share arrangement with Gol. 3

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

Display Delta’s “DL” designator code in conjunction with foreign air transportation on flights operated by Gol (a) between Delta’s Brazil gateways and all Brazil points named in the U.S.-Brazil Air Transport Agreement, (b) between Delta’s Br azil gateways and additional points in Brazil designated by the United States for code-share on ly service, and (c) beyond Brazil to any point or points. 4

Applicant reps: Alexander Van der Bellen (202) 842-4184 (Delta) Charles F. Donley, II (202) 626-6840 (Gol)

DOT Analyst: Thuy H. Cooper (202) 366-5423

1 The Brazil points named in the agreement are Manaus, Bras ilia, Rio de Janeiro, Sao Pa ulo, Recife, Porto Alegre, Belem, Belo Horizonte, Curitiba, Fort aleza, and Salvador. Delta states that it does not currently hold economic authority to serve Porto Alegre, Belem, Curitiba, and Salvador.

2 The joint applicants state that Delta’s “DL*” designator code will be displayed on Gol-operated flights within Brazil selected by the United States for code-share-only service beyond Delta’s Brazil gateways. See AppendixA

for list of initial code-share ro utes. Delta holds certificate authority to serve between Atlanta and Sao Paulo/Rio de Janeiro ( see Order 2002-7-31, renewal application pending in DOT-OST-1996-2016). Delta provides nonstop service to Brazil from New York JFK ( see Notice of Action Taken dated December 23, 2005, in Docket DOT-OST1997-2338 and Order 2006-1-1). Delta also holds exemption authority to serve between Los Angeles and Sao Paulo ( see Order 2008-11-21, renewal application pending in DOT-OST-2008-0307), and exemption authority to serve between U.S. points and Belo Horizonte, Brasilia, Fortaleza, Manaus, and Recife ( see Notices of Action Taken dated August 8, 2009, and March 4, 2009, in Docket DOT-OST-2008-0227).

3 Delta states that the beyond Brazil points that it intends to serve as part of its code-sharing arrangement with Gol are Asuncion, Paraguay; Montevideo, Uruguay; Cordoba, Argentina; and Rosario, Argentina.

4 See Appendix A for list of initial code-share routes.D I S P O S I T I O N

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

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

The above action granting exemption authority to Delta was effective when taken: May 10, 2010 , through May 10, 2012

.

The above action granting a statement of author ization to Gol was effective when taken: May 10, 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 Delta’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) Delta and Gol continue to hold the necessary underlying authority to operate the code-share services at issue, and (ii) the code-share agreement providing for the c ode-share operations remains in effect.

(b) Delta and/or Gol must promptly notify the De partment (Office of International Aviation) if the code-share agreement providing fo r 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-2010-0095. 5

(c) Delta 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 be gin. Such notices should be filed in Docket

DOT-OST-2010-0095.

(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.

5 We expect this notificatio n to be received within 10 days of such non-effectiven ess or of such decision.(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, (i) nothing in the award of this blanket stat ement of authorization should be construed as conferring upon Delta rights (inc luding code-share, fifth-freedom intermediate and/or beyond rights) to serve markets where U.S. carrier rights are limited unless Delta 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 Delta’s authority by virtue of the bl anket statement of authorization granted here, but that are not being used by Delta, the holding of such authority will not be considered as providing any preference for Delta in a carrier selection pr oceeding to determine which carrier(s) should be entitled to use the authority at issue.

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

conditions.

Remarks: We note that Delta has conducted a safety aud it of Gol under the Department’s Code-Share 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

### 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