UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation on December 6 , 20 1 3

NOTICE OF ACTION TAKEN

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_______________________________________________________________________________________________ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will be issued in this matter).

Applicant : AeroRepublica S. A. d/b/a Copa Airlines Colombia (Copa Airlines Colombia)

Date Filed: August 29 , 201 3

Relief requested : E xemption under 49 U.S.C. § 4 0109 to the extent necessary to permit Copa Airlines Colombia to display United Airlines , Inc.’s (United’s) UA * designa tor code on Copa Airlines Colombia flights (i) between Colombian points, and (ii) beyond Colombia to open

- skies points. 1

The applicant further requests a statement of authorization under 14 CFR Part 212 to permit Copa Airlines Colombia to display United’s UA* designator code on Copa Airlines Colombia flights in conjunction with foreign air transportation of persons, property, and mail (i) be tween Colombian points; and (ii ) beyond Colombia to any open

skies point(s). 2

Applicant representative s : Christian Hansen and Ibrahim Barakat (305) 371

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DOT analyst: Brett D. Kruger ( 202 ) 366

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Responsive pleadings: None.

DISPOSITION

Action: Approved

. Action date: December 6 , 20 1 3

Effective dates of authority granted: The exem ption authority granted to Copa Airlines Colombia is effective

December 6 , 2013 , through December 6 , 2015

.

The statement of authorization granted to Copa Airlines Colombia is effective December 6 , 2013, for an indefinite period, subject to conditions.

Ba sis for approval (bil ateral agreement/reciprocity): U.S.

- Colombia Air Transport Agreement.

Except to the extent exempted/waived, this authority is subject to the terms, conditions, and limitations of our standard exemption conditions attached as Appendix A and to the code

- share conditions attached as Appendix B

.

Special conditions/Remarks: Based on the record in this case, w e found that the applicant is operationally and financially qualified to conduct its proposed operations

. We also note that the app licant is properly licensed by its homeland to perform the proposed services. With respect to the ownership and control of the applicant , the record in this case does not permit us to find that Copa Airlines Colombia is substantially owned and effectively controlled by nationals of Colombia. Specifically, the applicant states that it is 99.9% owned by Aero Corporation One Ltd. and Aero Corporation

1 Copa Airlines Colombia states that it wil l initially transport United U.S. origin/destination passenger s between: (i) points in Colombia; and (ii) points in Colombia and points in Panama. Copa Airlines Colombia further states that it will neither sell seats in

its own name for travel to or from the United States, nor operate aircraft to any U.S. point.

2 To the extent that Copa Airlines Colombia’s application might have suggested that the applicant was seeking a broader grant o f authority, the applicant advised us informally on November 14, 2013, that o ur description of the relief requested as set forth here encompasses the entirety of the applicant’s request.Two Ltd., both British Virgin Island companies, both of which are in turn owned by Aerofinance Corporation

, a lso a company of the British Virgin Islands. Aerofinance Corporation is wholly owned by Copa Holdings, S.A., a Panamanian company which also owns a 99. 9 % interest in Compania Panamena de Aviacion, S.A. (Copa Airlines). The record

further shows that all o f Copa Airlines Colombia’s Directors and k ey m anagement personnel identified in its application are Colombian citizens, with the exception of one Director being a citizen of Ecuador. In the circumstances presented,

we found in our discretion that it would be consistent with the public interest to waive our ownership and control standard. After carefully examining the record in this case, we concluded that there was no evidence that the non

homeland involvement in the ownership and control of Copa Airlines Colombia would be inimical to U.S. aviation policy

or interests.

Finally, we note that United has conducted a safety audit of Copa Airlines Colombia under the Department’s Code

- Share Safety Audit Program, and the FAA has advised us that it has reviewed the relevant audit report and found it to be acceptable.

Action taken by: Paul L. Gretch, Director, Office of International Aviation

______________________________________________________________________________________________ __________ Under authori ty assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) the applicant was qualified to perform its proposed operations; (3) grant of the authority was consist ent with the pu blic interest; and (4) 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/deferred/dismissed, we denied all requests in the referenced Docket. We may amend , modify, or revoke the authority 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 regulati ons, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when 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

### Appendix A Foreign Carrier Exemption Conditions

In the conduct of the operations authorized, the foreign carrier applicant(s) shall:

(1 ) Not conduct any ope rations unless it holds a currently effective authorization from its homeland for such operations, and it has filed a copy of such authorization with the Department;

(2) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 14 CFR Parts 129, 91, and 36 and 49 CFR Part 1546 or 1550, as applicable. To assure compliance with all applic able U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) from a foreign airport that would be the holder’s last point of departure for the United States, contact its Internationa l Industry Representative (IIR) (formerly referred to as International Principal Security Inspector ) to advise the I IR of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such ai rport(s) to be served ;

(3) Comply with the requirements for minimum insurance coverage contained in 14 CFR Part 205, and, prior to the commencement of any operations under this authority, file evidence of such coverage, in the form of a completed OST

For m 6411, with the Federal Aviation Administration’s Program Management Branch (AFS

- 260), Flight Standards Service (any changes to, or termination of, insurance also shall be filed with that office);

(4) Not operate aircraft under this authority unless it complies with operational safety requirements at least equivalent to Annex 6 of the Chicago Convention;

(5) Conform to the airworthiness and airman competency requirements of its Government for international air services;

(6) Except as specifically exe mpted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR Part 203, concerning waiver of Warsaw Convention liability limits and defenses;

(7) Agree that operations under this authority constitute a waiver of sovereign immunity, for the purposes of 28 U.S.C. 1605(a), but only with respect to those actions or proceedings instituted against it in any court or other tribunal in the United States that are: (a) based on its operations in international air transportation that , according to the contract of carriage, include a point in the United States as a point of origin, point of destination, or agreed stopping place, or for which the contract of carriage was purchased in the United States; or (b) based on a claim under any international agreement or treaty cognizable in any court or other tribunal of the United States. In this condition, the term "international air transportation" means "international transportation" as defined by the Warsaw Convention, except that all Sta tes shall be considered to be High Contracting Parties for the purpose of this definition;

(8) Except as specifically authorized by the Department, originate or terminate all flights to/from the United States in its homeland;

(9) Comply with the requir ements of 14 CFR Part 217, concerning the reporting of scheduled, nonscheduled, and charter data;

(10) If charter operations are authorized, except as otherwise provided in the applicable aviation agreement, comply with the Department's rules governing ch arters (including 14 CFR Parts 212 and 380); and

(11) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department, with all applicable orders or regulations of other U.S. agen cies and courts, and with all applicable laws of the United States.

This authority shall not be effective during any period when the holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise trans ferred without explicit Department approval under Title 49 of the U.S. Code.

1 2/2007Appendix B

The code

- share operations authorized here are subject to the following conditions:

(a) The statement of authorization will remain in effect only as long as (i) Copa Airlines Colombia and United continue to hold the necessary underlying authority to operate the code

- share services at issue, and (ii) the code

share agreement providing for the code

- share operations remains in effect.

(b ) Copa Airlin es Colombia and/or United must notify the Department no later than 30 days before they begin any

new code

- share service under the code

- share services authorized here. Such notice shall identify the market(s) to

be served and the date on which the service will begin. Such notice should be filed in Docket DOT

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( c ) Copa Airlines Colombia and/or United must promptly notify the Department (Office of International Aviation) if

the c ode

- share agreement providing for 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

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( d ) The code

- sharing operations conducted under this authority must comply w ith 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the require ments that the subject foreign air transportation be sold in the name of the carrier 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 res ponsibility 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 operating 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 Administration has issued a flight prohibition.

( e ) The authority to operate to third coun tries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this statement of authorization should be construed as conferring upon United rights (including code

- share, fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless United notifies the Department of its inten t to serve such a 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; and (ii) should there be a request by any carrier to use

the l imited

- entry route rights that are included in the authority of United by virtue of the statement of authorization granted here, but that are not then being used by United , the holding of such authority will not be considered as providing any preference fo r United in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 5

( f

) The authority granted here is specifically conditioned so that neither Copa Airlines Colombia nor United shall giv e

any force or effect to any contractual provisions between themselves that are contrary to these conditions.

We may amend, modify, or revoke the authority granted at any time without hearing at our discretion

.

3 Copa Airlines Colombia provided notice of its intent to engage in code

- share services by displaying the UA* code between open

skies point s.

4 We expect this notification to be received within 10 days of such non

- effectiveness or of such decision.

5 The notice in paragraph (b) above can be used for this notification.