BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

--------------------------------------- Joint Application of
AMERICAN AIRLINES, INC.

and TAM-LINHAS AEREAS, S.A.
under l4 CFR Part 2l2 for statements of authorization and related exemption authority (blanket codesharing)

--------------------------------------- : : : : : : : : : Docket DOT-OST-2012-

JOINT APPLICATION OF AMERICAN AIRLINES, INC. AND TAM-LINHAS AEREAS, S.A. FOR STATEMENTS OF AUTHORIZATION

AND RELATED EXEMPTION AUTHORITY Communications with respect to this document should be sent to:
MARSHALL S. SINICK Squire Sanders (US) LLP 1200 19 th Street, N.W., Suite 300 Washington, D.C. 20036 (202) 626-6651 marshall.sinick@squiresanders.com Counsel for TAM-Linhas Aereas, S.A.

December 17, 2012 VIRASB VAHIDI Senior Vice President - Marketing and Planning and Chief Commercial Officer American Airlines, Inc. P.O. Box 619616, MD 5634 DFW Airport, Texas 75161
ROBERT A. WIRICK Managing Director, Regulatory and International Affairs American Airlines, Inc. P.O. Box 619616, MD 5635 DFW Airport, Texas 75161
WILLIAM K. RIS, JR. Senior Vice President - Government Affairs American Airlines, Inc. 1101 17th Street, N.W. Washington, D.C. 20036
FRANCIS C. HEIL Senior Attorney American Airlines, Inc. 1101 17th Street, N.W. Washington, D.C. 20036 (202) 496-5642 francis.heil@aa.comBEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

--------------------------------------- Joint Application of
AMERICAN AIRLINES, INC.

and TAM-LINHAS AEREAS, S.A.
under l4 CFR Part 2l2 for statements of authorization and related exemption authority (blanket codesharing)

--------------------------------------- : : : : : : : : : Docket DOT-OST-2012-

JOINT APPLICATION OF AMERICAN AIRLINES, INC. AND TAM-LINHAS AEREAS, S.A. FOR STATEMENTS OF AUTHORIZATION

AND RELATED EXEMPTION AUTHORITY
American Airlines, Inc. (and affiliates American Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and TAM-Linhas Aereas, S.A. hereby jointly apply under l4 CFR Part 2l2 for blanket statements of authorization of indefinite duration and under 49 USC 41309 for related exemptions in order to engage in reciprocal codeshare services under the United States-Brazil Air Transport Agreement, as amended.

The applicants propose to implement codeshare services in early 2013 and request that the Department process this application on an expedited basis. 1 A list of the

1 The applicants also request a waiver of the 45 day advance filing requirement set forth in 14 C.F.R. 212.10(d)(2).-2-

contemplated codeshare markets is provided in Annex B of the codeshare agreement and is attached to this application. 2

Specifically, American and TAM are seeking the following authority: Statements of Authorization (A) American requests a blanket statement of authorization to display TAM’s JJ* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by American or American Eagle between (l) points in the United States; (2) points in the United States and points in Brazil (either nonstop or via intermediate points in third countries); (3) points in the United States and points in third countries; and (4) points in Brazil and points in third countries. (B) TAM requests a blanket statement of authorization to display American's AA* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by TAM between (l) points in Brazil; (2) points in Brazil and points in the United States (either nonstop or via intermediate points in third countries); (3) points in Brazil and points in third

2 The applicants will poll the carriers served with this application and will promptly notify the Department of the results. A redacted copy of the codeshare agreement is being separately filed in this docket and will be provided to all interested persons upon request.-3-

countries; and (4) points in the United States and points in third countries. 3 Related Exemption (C) American requests related exemption authority to support the codeshare services described above (AA* on TAM). American currently holds point-limited U.S.-Brazil rights. See certificate authority, Route 389, most recently renewed by Order 2001-5-26, May 25, 2001 (renewal application pending in DOT-OST-1995-297); exemption authority, Notice of Action Taken, DOT-OST-1996-1353, May 20, 2011.

TAM requests exemption authority to place its JJ* code on American’s flights to support the codeshare services described above.

The blanket codeshare authorizations and related exemption requested herein are fully consistent with the United States-Brazil Air Transport Agreement, as amended by a Memorandum of Understanding on March 19, 2011. The MOU provides for a transition period leading to full U.S.-Brazil open skies on October 1, 2015. Article 2, para. 3 of the MOU further provides that there are no frequency limitations applicable to non-operating carriers engaged in codesharing. The joint application is also consistent with the public

3 To the extent necessary, TAM requests a special authorization under 14 C.F.R. 216 allowing it to provide blind sector service between its authorized U.S. gateways and points in third countries, either nonstop or via intermediate points inthird countries, for the carriage of TAM’s authorized BrazilU.S. traffic in combination with Brazil-third country traffic.-4-

interest. See Statement of United States International Air Transportation Policy, 60 Fed. Reg. 21841, May 3, 1995.

Blanket codeshare authority should be granted to American and TAM so they can offer the full range of services permitted under the U.S.-Brazil agreement. The services contemplated by American and TAM will provide a greater range of consumer benefits and enhance the seamless travel experience of U.S. and Brazilian passengers.

American and TAM previously provided reciprocal codeshare services as approved in DOT-OST-1997-2421. Codeshare arrangements between TAM and other U.S. carriers have been approved as well. See DOT-OST-2007-0012 (United), DOT-OST-2010-0056 (Continental), and DOT-OST-2010-0127 (US Airways).

While full open skies between the U.S. and Brazil does not take effect until October 1, 2015, American and TAM ask that the Department apply its Notice in the Matter of Blanket Notification of Codeshare Service to Open-Skies Partners and Points, February 9, 2009.

Under that Notice, American and TAM hereby provide blanket notification of their intent to engage in reciprocal codeshare services:

► Between points in the United States and points in Brazil (on a nonstop basis and intermediate routings via open skies points)
► B e t w e e n p o i n t s i n t h e U n i t e d S t a t e s-5- ► B e t w e e n p o i n t s i n B r a z i l
► B e y o n d B r a z i l t o o p e n s k i e s p o i n t s
► B e y o n d t h e U n i t e d S t a t e s t o o p e n s k i e s p o i n t s
American and TAM will notify the Department no later than 30 days before commencing codeshare services to or from non-open skies countries, and will conduct all of their codeshare operations in compliance with 14 CFR Part 257 and other consumer protection regulations.

In response to the Department's letter of June l, l995, to participants in the Civil Reserve Air Fleet Program, American states that the codeshare arrangement at issue here will have no impact on American's CRAF commitments.

American and TAM request that blanket statements of authorization be granted for an indefinite period, consistent with Department precedent in other codeshare dockets.

On December 11, 2012, American’s compliance statement on TAM’s IOSA codeshare safety audit was presented to the Federal Aviation Administration. The FAA has rated Brazil a Category 1 country.
WHEREFORE , American and TAM request expedited approval of this application so that the initial phase of AA/JJ* and JJ/AA* codeshare services may be implemented in early 2013.-6- Respectfully submitted,

__________________ MARSHALL S. SINICK FRANCIS HEIL Squire Sanders (US) LLP Senior Attorney American Airlines Inc. Counsel for TAM-Linhas Aereas, S.A.

DATED: December 17, 2012ANNEX B CODESHARED ROUTES The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which the Parties shall place their respective Codes. For clarification purposes only, neither Party shall be required to place its Code on any flight(s) operated by the other Party on any Route or allow the other Party to place such other Party’s Code on any flight(s) operated by the first Party on any Route. The implementation date for each Codeshared Route shall occur on a date to be mutually agreed between the Parties, subject to obtaining all Governmental Approvals and the satisfaction of the condition precedent pursuant to Section 3.1(c). In the event that all Governmental Approvals have not been obtained by such date for some particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties. Operating Carrier American / Marketing Carrier TAM
Miami/New York/Orlando/Dallas to/from Albuquerque Detroit Los Angeles Oklahoma City San Jose Atlanta El Paso Maui Philadelphia San Juan Austin Fresno Miami Phoenix San Francisco Baltimore Hartford Minneapolis Portland Santa Barbara Boise Honolulu Monterey Raleigh Seattle Boston Houston Nashville Reno St. Louis Charlotte Jacksonville Newark Sacramento Tampa Chicago Kona New York Salt Lake City Tucson Dallas Kauai New Orleans San Antonio Vail/Eagle Denver Las Vegas Orlando San Diego Washington

Miami to/from Belo Horizonte Recife Salvador Brasilia Rio de Janeiro Sao Paulo Cancun Mexico City Manaus Montreal Toronto
New York to/from Rio de Janeiro Sao Paulo Montreal Toronto
Dallas to/from Rio de Janeiro Sao PauloOperating Carrier TAM / Marketing Carrier American

Belo Horizonte/ Brasilia/ Manaus/ Recife/ Rio de Janeiro/ Salvador and São Paulo to/from Aracaju Curitiba Joinvile Palmas Salvador Belém Florianopolis Londrina Porto Alegre Sao Jose do Rio Preto Belo Horizonte Fortaleza Macapá Porto Seguro Sao Luiz Boa Vista Goiania Maceio Porto Velho Sao Paulo Brasilia Iguassu Falls Manaus Recife Teresina Campinas Ilheus Marabá Ribeirao Preto Uberlandia Campo Grande Imperatriz Natal Rio Branco Vitoria Cuiaba Joao Pessoa Navegantes Rio de Janeiro

Sao Paulo and Rio de Janeiro to/from Miami New York Orlando

Belo Horizonte/ Brasilia/ Manaus to/from MiamiCERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Joint Application of American Airlines, Inc. and TAM-Linhas Aereas, S.A. for statements of authorization and related exemption authority has been served this 17th day of December, 2012, upon the following persons:
sascha.vanderbellen@delta.com ; sametta.c.barnett@delta.com jeff.morgan@delta.com jhill@dowlohnes.com ; perkmann@dowlohnes.com jyoung@yklaw.com ; dkirstein@yklaw.com dan.weiss@united.com ; steve.morrissey@united.com ; jonathan.linde@united.com howard_kass@usairways.com ; benjamin.slocum@usairways.com rsilverberg@sgbdc.com JCanny@amerijet.com ; jrichardson@johnlrichardson.com rpommer@atlasair.com john@mietuslaw.com kelli.bryan@evergreenairlines.com anbird@fedex.com matwood@cozen.com kevin.montgomery@polaraircargo.com agoerlich@ggh-airlaw.com anita.mosner@hklaw.com mlbenge@zsrlaw.com urskr@state.gov john.allen@faa.gov

____________________________ Marshall S. Sinick