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, 2010
1 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 independent
Notice 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

ITALY
Notice 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, 2010
CERTIFICATE 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.com











39

ACCOUNTS FOR THE YEAR 2007

2.12. Balance Sheet

Translated from the original Italian version
40

2.13. Income Statement

Translated from the original Italian version
41

2.14. Schedule of variations in net equity

Translated from the original Italian version
42

2.15. Cash flow statement

Translated from the original Italian version
43

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 Italian
61

3.2.Income Statement

Translated from the original version in Italian
62

3.3.Statement of changes in equity

Translated from the original version in Italian
63

3.4.Cash Flow Statement

Translated from the original version in Italian
64

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 (Medium-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”.