BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) In the matter of the application of ) ) VRG LINHAS AEREAS S.A. D/B/A GOL ) Docket DOT-OST-2010-_______ ) for an exemption from 49 U.S.C. §41301 ) )

APPLICATION FOR EXEMPTION

Communications with respect to this document should be addressed to: Charles F. Donley II Squire, Sanders & Dempsey L.L.P. 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 626-6840 phone (202) 626-6780 fax cdonley@ssd.com

Counsel to VRG Linhas Aereas S.A. d/b/a Gol

DATED: March 23, 2010BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) In the matter of the application of ) ) VRG LINHAS AEREAS S.A. D/B/A GOL ) Docket DOT-OST-2010-_______ ) for an exemption from 49 U.S.C. §41301 ) )

APPLICATION FOR EXEMPTION VRG Linhas Aereas S.A. d/b/a Gol (“Go l”), pursuant to 49 U.S.C. 40109, hereby requests an exemption from 49 U.S.C. 41301 and, to the extent necessa ry, from any other provisions of Title 49 and the Economic Regulat ions of the Department of Transportation (“Department”) to permit Gol to engage in th e charter foreign air transportation of persons, property and mail in accordance with 14 C.F.R. 212. Gol requests that any exemption granted by the Department pursuant to this application remain in effect fo r a period of at least one year. 1 In further support of its applic ation, Gol states as follows: 1. The Applicant Gol is one of the largest low-cost low-fare airlines in the worl d and the only low-cost low-fare airline providing frequent service on ro utes connecting all of Brazil’s major cities, and from Brazil to major cities in South America. With its young and standardized fleet of Boeing 737 aircraft, Gol serves the largest number of de stinations of any airlin e in the Brazilian air transportation market.

1 Gol is separately filing an application for statement of au thorization to operate a series of third and fourth freedom charter flights beginning June 26, 2010.Application of VRG Linhas Aereas S.A. d/b/a Gol Docket DOT-OST-2010-_____ March 23, 2010

2 Since the beginning of operat ions in 2001, Gol’s affordable, reliable and simple service

and its focus on markets that were either unders erved or did not have a lower-fare alternative have led to a strong awareness of Gol’s brand and a rapid increase in its market share. Gol was the first company to in troduce successfully low-cost carrier industry practices and technologies

in Latin America. Gol has a diversified re venue base, with customers ranging from business passengers to leisure passengers traveling th roughout Brazil and to other South American destinations. Gol’s strategy is to increase ma rket size by attracting new passengers through its consolidated flight netw ork, a modern aircraft fleet, targeted marketing and its loyalty program Smiles, the largest loyalty program in South Am erica with more than six million members. Gol operates more than 800 daily flights to 59 destinations connecti ng the most important cities in Brazil as well as key destinations in Argentina, Bolivia, Chile, Colombia, Paraguay, Uruguay and Venezuela. Gol’s fleet, which is one of Latin America’s largest and youngest, consists of nearly 120 Boeing 737-300, 737-700 NG and 737-800 NG aircraft with an average age of 6.8 years. Plans call for the acquisition of additional aircraft and phasing out the B737-

300 aircraft in favor of Next Generation B737- 700 and 737-800 aircraft. As of June 30, 2009, Gol had 99 firm purchase orders remaining w ith deliveries scheduled until 2016, and purchase options for 40 additional B737 NG aircraft. Gol’s headquarters are located in Sao Paulo. Gol’s principal business office is located at the following address:Application of VRG Linhas Aereas S.A. d/b/a Gol Docket DOT-OST-2010-_____ March 23, 2010

3 VRG Linhas Aereas S.A. d/b/a Gol Praca Comte Linneu Gomes, S/N Portaria 3 Jardim Aeroporto CEP: 04626-020, Sao Paulo, SP, Brazil Gol is organized and exists under the laws of Brazil. Gol is a citizen of Brazil and is substantially owned and effec tively controlled by Brazilian citizens. The Department has previously found Gol to be a citizen of Brazil. 2

2. The Proposed Service Gol plans to operate occasional charter servi ces between the U.S. and Brazil, and other charters, in accordance with 14 C.F.R. 212. Char ter flights will be ope rated with Gol’s B767- 300 and B737-800NG aircraft. Before operating char ter flights, Gol will ob tain a statement of authorization, as necessary. Gol therefore requests an exemption permitting it to engage in the charter foreign air transportation of persons, property and mail in accordance with 14 C.F.R. 212.

3. Fitness Gol’s operations are authorized and regulated by the Government of Brazil. Brazil is a contracting State to the Convention on Interna tional Civil Aviation (“Ch icago Convention”) and observes all applicable ICAO standards. Gol’s Brazilian license was submitted to the Department previously. 3 This license is valid for an indefinite period and represents all of the authority Gol requires from the Brazilian Governme nt to provide the service described herein. The equipment utilized to ope rate the proposed se rvice is and will continue to be maintained by Gol. All maintenance on Gol’s ai rcraft is performed in accordance with programs that comply with the provisions of ICAO Pilo ts and Airmen Annexes 1, 6 (Part 1) and 7.

2 Notice of Action Taken , March 4, 2010, Docket DOT-OST-2010-0008

3 Docket DOT-OST-2010-0008Application of VRG Linhas Aereas S.A. d/b/a Gol Docket DOT-OST-2010-_____ March 23, 2010

4 Gol has previously filed with the Department its insurance certificate, Warsaw agreement, and financial statements. 4 Gol will shortly submit its passenger manifest data collection statement and family assistance pl an. The Department has found Gol to be operationally and financially fit to perform the type of service proposed in this application. 5

4. Public Interest Factors

Service between the United States and Brazil is governed by the Air Transport Agreement between the two countries signed on March 21, 1989, as amended (“Agreement”). In accordance with Annex II to the Ag reement, Brazilian and U.S. carriers may engage in passenger and cargo charter operations: Both Contracting Parties agree that co mbination (passenger and cargo) and allcargo charters aid in the development of air transportation. Both Parties further agree that each Contracting Party shall au thorize third and fourth freedom charter operations between any point or points in the territory of one Party and any point or points in the territory of the other Party that are performed by airlines designated in accordance with this Annex under Article 3 of the Agreement[.] The proposed services are fully consistent with the bilateral. Attached to this application is the

Brazilian Government’s note desi gnating VRG Linhas Aereas S.A. 6 The United States has consistently recognized that the inclusion of a service in a b ilateral agreement to which the United States is a party and the submission of an application by a qualified foreign carrier for such service satisfy all relevant public interest requirements fo r grant of exemption authority. 7

4 Id.

5 Notice of Action Taken , Docket DOT-OST-2010-0008, March 4, 2010

6 VRG Linhas Aereas S.A. now transacts business as Gol.

7 See, S.R EP . No. 96-329, at 4 (1979), reprinted in 1980 U.S.C.C.A.N. 54, 57 (“The negotiation of a bilateral agreement itself represents a determination by the Government of the United States that the grant of route authority provided for under the bilateral is in the ‘public interest.’”).Application of VRG Linhas Aereas S.A. d/b/a Gol Docket DOT-OST-2010-_____ March 23, 2010

5 5. Environmental Considerations Gol submits that its application raises no e nvironmental or energy i ssues. All of Gol’s operations under this exemption will be conducted in accordance with applicable noise abatement requirements. Approval of this appli cation will not result in a near-term increase in fuel consumption of ten million gallons or more.

WHEREFORE , VRG Linhas Aereas S.A. d/b/a Gol respectfully requests that it be granted an exemption from 49 U.S.C. 41301 to th e extent necessary to permit Gol to provide charter foreign air transportation of persons, property and mail as more fully described herein, or such other relief as the Departme nt deems necessary and proper. Respectfully submitted, /s/ Charles F. Donley II

__________________________________ Charles F. Donley II Squire, Sanders & Dempsey L.L.P. 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 626-6840 phone (202) 626-6780 fax cdonley@ssd.com

Counsel to VRG Linhas Aereas S.A. d/b/a Gol

DATED: March 23, 2010i CERTIFICATE OF SERVICE

I hereby certify that one copy of the foregoi ng application of VRG Linhas Aereas S.A. d/b/a Gol has this day been served on each of the following individuals via e-mail.

/s/ Charles F. Donley II

_________________________________ Charles F. Donley II DATED: March 23, 2010

sascha.vanderbellen@delta.com ; sametta.c.barnett@delta.com ; jeff.morgan@delta.com jeffrey.manley@united.com howard_kass@usairways.com mlbenge@zsrlaw.com hkamen@coair.com ; dan.weiss@coair.com carl.nelson@aa.com