BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.
Application of 

### Eurofly, S.p.A./Meridiana fly, S.p.A. for renewal of an exemption from 49 U.S.C. §41301 (U.S./Italy Scheduled Air Transportation) Docket DOT-OST-2005-20571



### Amendment to Application for Renewal of Exemption and Notice of Change of Name to Meridiana fly, S.p.a.

Communications concerning this document may be served upon: Moffett B. Roller ROLLER & BAUER, PLLC 45005 Aviation Drive; Suite 200 Dulles, VA 20166 Tel: 202-331-3300 Fax: 202-331-3322 E-mail: mroller@rollerbauer.com Counsel for Eurofly, S.p.A./Meridiana fly, S.p.A. February 26, 20101 According to Paragraph 5 of the attached “Contribution Summary”, Exhibit

A, “the Aviation Business [of Meridiana, S.p.A., comprises the immovable intangible assets, fleet, instrumental assets, inventory, receivables, payables, employees, and any other rights and obligations relating thereto. . . .” BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of 

### Eurofly, S.p.A./Meridiana fly, S.p.A. for renewal of an exemption from 49 U.S.C. §41301 (U.S./Italy Scheduled Air Transportation) Docket DOT-OST-2005-20571



### Amendment to Application For Renewal of Exemption and Notice of Change of Name to Meridiana fly, S.p.A. February 26, 2010 Pursuant to 49 U.S.C. §40109, Part 215.4, and Part 301, Subpart C, of DOT Economic Regulations, Eurofly, S.p.A. (“Eurofly” or “Applicant”) amends its Application for Renewal of Exemptiion with the information provided herein. Effective as of February 28, 2010, at 05:00 UTC, Eurofly, S.p.A.., will change its name to “Meridiana fly, S.p.A,,” and change its airline code to “IG,” the airline code currently used by Meridiana, S.p.A. (“Meridiana”). The existing “Aviation Business” of Meridiana, S.p.A., 1 / will be incorporated into Eurofly, S.p.A., and Meridiana, S.p.A., will thereafter cease operations as an independentNotice of Change of Name to Meridiana fly, S.p.A. & Page 2

Amendment to Application for Renewal of Exemption airline. Following these changes, the Applicant will continue to be financially fit and to be willing and able to provide the scheduled and charter air transportation services that are the subject of its Application for Renewal of Exemption filed in this docket on March 15, 2007. Changes in Ownership . As consideration for the in-kind contribution of its Aviation Business, Meridiana will receive 325,247,524 newly issued ordinary shares in Eurofly. Prior to the new issuance Meridiana’s share of Eurofly's issued and outstanding share capital is 59.58%. After receipt of the newly issued shares, Meridiana will hold 78.91% of Eurofly's issued and outstanding share capital. There is no other shareholder that holds a stake of five percent or more of Eurofly. As set forth in the Application of Meridiana, S.p.A., for Renewal of its Exemption, dated April 3, 2009, in Docket DOT-OST-2006-25044, His Highness Prince Aga Khan controls 79.29% of the capital of Meridiana. Because H.H. Prince Aga Khan is a citizen of the United Kingdom, which is a member of the European Union, Meridiana satisfies the ownership and control requirements set forth in Article 4(b) of the Air Transport Agreement between the United States and the European Community. Name and Address . As of February 28, 2010, the full legal name and the corporate address of the Applicant will be:

Meridiana fly, S.p.A. Aeroporto Olbia Costa Smeralda 07026 OLBIA SS ITALYNotice of Change of Name to Meridiana fly, S.p.A. & Page 3

Amendment to Application for Renewal of Exemption Key Personnel . In light of the increase in Meridiana’s ownership interest in the Applicant and of the incorporation of Meridiana’s Aviation Business into the Applicant, there have been changes in key personnel. All of the officials listed below are citizens of Italy. LIST OF KEY PERSONNEL
NAME POSITION ADDRESS
MARCO RIGOTTI Chairman Via S. Michele del Carso n. 4 Milan, Italy
GIOVANNI ROSSI Chief Executive Officer Via Ridolfino Venuti n. 21. Rome, Italy
FRANCO TRIVI Vice President Località Cala di Volpe Arzachena Olbia (OT) Italy
SERGIO ROSA Chief Planning Officer Via Pozzo 36 Olbia (OT) Italy
MAURIZIO CANCELLIERI Chief Financial Officer/ Controller Via Monte Rosa n.89 Desio (MI) Italy
ANDREA ZANETTO Chief Operating Officer Via Campagna n. 13 Meina (NO) Italy
RENZO VALENTINI Quality Manager Via Macerata 46 Olbia (OT) Italy
LUCIANO DI RENZO Safety and Security Manager Via Contrada San Giovanni 33/B Francavilla al Mare (CH) Italy Italian Authority . The Applicant continues to have economic and operational authority from the Government of Italy to provide worldwide passenger and cargo authority. See Exhibit B for a copy of the Applicant’s Italian authority that has now been issued to the Applicant under its new name “Meridiana fly, S.p.A.”Notice of Change of Name to Meridiana fly, S.p.A. & Page 4

Amendment to Application for Renewal of Exemption Financial Statements . Copies of the balance sheets and of profit and loss statements of Eurofly, S.p.A. for the 2007 and 2008 fiscal years are attached in Exhibit C. Fleet . Applicant’s fleet has been expanded due to the addition of the aircraft previously owned and leased by Meridiana. There have been no changes in the aircraft that are operated to and from the United States. Violations . The Applicant has not been involved in any safety violations, tariff violations, or fatal accidents in the past five years.
WHEREFORE, Eurofly, S.p.A/Meridiana fly, S.p.A., respectfully requests renewal of its exemption to engage in scheduled and charter foreign air transportation of passengers and property from points behind Italy, via a point or points in Italy, and intermediate points to a point or points in the United States and beyond, and for such other relief as may be in the public interest. Respectfully submitted,

Moffett B. Roller ROLLER & BAUER, PLLC Counsel for Eurofly, S.p.A./Meridiana fly, S.p.A.
February 26, 2010CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Amendment to Application For Renewal of Exemption and Notice of Change of Name to Meridiana fly, S.p.a.,was this day served upon all parties named on the following Service List via email. No indication was received that any transmission by facsimile or electronic mail had failed.

_______________________________ Moffett Roller February 26, 2010 SERVICE LIST Carl B. Nelson, Jr. Associate General Counsel AMERICAN AIRLINES carl.nelson@aa.com David L. Vaughan Counsel for United Parcel Service Kelley Drye Collier Shannon dvaughan@kelleydrye.com Hershel Kamen CONTINENTAL AIRLINES hkamen@coair.com Stephen H. Lachter Counsel for Astar Air Cargo lachter@starpower.net Alexander Van der Bellen Managing Director – Government Affairs & Associate General Counsel DELTA AIR LINES, INC. sascha.vanderbellen@delta.com Samuel While Evergreen International Aviation sam.white@evergreenaviation.com Nancy Sparks Managing Director Regulatory and Industry Affairs Federal Express Corporation nssparks@fedex.com Robert E. Cohn Hogan & Hartson, L.L.P. Counsel for Delta Air Lines recohn@hhlaw.com David Heffernan WilmerHale 1875 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Counsel for United Air Lines david.heffernan@wilmerhale.com Ben Slocum Assistant General Counsel benjamin.slocum@usairways.com Mark McMillin Assistant General Counsel World Airways, Inc. mcmillin@woa.com39

ACCOUNTS FOR THE YEAR 2007
2.12. Balance Sheet

Translated from the original Italian version40

2.13. Income Statement

Translated from the original Italian version41

2.14. Schedule of variations in net equity

Translated from the original Italian version42

2.15. Cash flow statement

Translated from the original Italian version43

NOTES TO THE ACCOUNTS

These individual accounts as of 31 December 2007 have been prepared according to Consob Regulation No. 11971 and subsequent modifications, with the aim of supplying information on the Company’s economic and financial position. They have been drawn up according to the international accounting principles adopted by the European Union, as well as on the basis of the provisions issued in implementation of Article 9 of Italian Legislative Decree No. 38/2005, as the Company carried out the transition to IAS/IFRS with the report for the first quarter to 31 March 2006, drawn up according to Article 82 bis of the above-quoted CONSOB regulation and they have been drawn up in particular in compliance with IAS 1 and IAS 7. As regards the statements presentation, the Company presents the balance sheet with the breakdown in assets and liabilities between current and non-current, while the income statement shows the classification of revenues and costs by nature, a form considered more representative than the so-called “by destination” form. The net equity schedule includes all changes recorded in net equity. The cash flows Statement has been prepared using the “indirect” method. Values are expressed in thousand Euro. An asset/liability is classed as current when it meets one of the following criteria: - it is expected to be realized/fullfilled or it is expected to be sold or used in the normal operational cycle or - it is owned mainly to be negotiated or - it is expected to be realized/fullfilled within 12 months from the date of closure of the accounts. In the absence of all three conditions, assets/liabilities are classed as non-current. With reference to Consob resolution 15519 of 27 July 2006, given their non significance, income and charges deriving from non-recurring operations or from events that are not frequently repeated in the usual company operations are not shown separately in the income statement. These items are commented on, however, in Para. 3.6 “Significant non-recurring events and operations”. Again referring to the above-mentioned Consob resolution, amounts relating to positions and transactions with related parties are not shown separately in the balance sheet and income statement, since they are likewise non-significant. These items have been commented on in Para. 3.13 “Related parties transactions”.60



### 3. FY2008 FINANCIAL STATEMENTS

3.1.Balance Sheet

Translated from the original version in Italian61

3.2.Income Statement

Translated from the original version in Italian62

3.3.Statement of changes in equity

Translated from the original version in Italian63

3.4.Cash Flow Statement

Translated from the original version in Italian64

4. EXPLANATORY NOTES TO ACCOUNTS ( These explanatory notes have been translated from the original version in Italian) These individual financial statements as at 31 December 2008 have been prepared according to current regulations for listed companies and have been drawn up in Euros (€), which is the Company’s functional currency. They have been prepared in accordance with the international accounting standards endorsed by the European Union. The Income Statement and Balance Sheet schedules are presented in Euro units, taking rounding of individual items into account, whereas the Cash Flow Statement and Statement of Changes in Equity are presented in thousands of Euro, as are the amounts shown in the Explanatory Notes. As it does not control any equity holding under Article 93 of the Italian Consolidated Finance Act), Eurofly SpA prepares only individual financial statements. As regards financial statements, the Company presents the balance sheet distinguishing between current and non-current assets and liabilities. The income statement is based on classification of revenues and costs by nature – a format considered more representative than the so-called presentation “by function”. The statement of net equity includes all changes in equity recognised. The cash flow statement is drawn up using the “indirect” reporting method. An asset/liability is classified as current when it meets one of the following criteria:

" It is expected to be realised/discharged or is expected to be sold or used in the normal business cycle or

" Is held principally for trading or

" Is expected to be realised/discharged within 12 months after balance sheet date. In the absence of all three conditions, assets/liabilities are classified as non-current. With reference to CONSOB resolution 15519 of 27 July 2006, given the non-material nature of the items concerned, income and costs stemming from non-recurring transactions or from events that do not often occur in the normal course of business are not shown separately in the income statement. Any such items are nevertheless discussed in subsection 4.2 “Significant non-recurring events and transactions”. As regards the disclosure required by IAS 14, we point out that primary segmentation is by business segment (Med ium-Haul and Long-Haul). As instead regards specification in separate lines of related-party transactions, as envisaged by CONSOB resolution 15519 of 27 July 2006, given their material nature, receivables and payables vs. the parent company are shown separately on the face of the balance sheet. As regards revenues and costs relating to transactions with the parent company and financial and business transactions with other related parties, these are disclosed in section 4.9 “Related-party transactions”.