BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. ) ) ) ) ) ) ) ) ) ) )

BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Joint Application of and VRG LINHAS AEREAS S.A. d/b/a GOL for an amended statement of authorization pursuant to 14 C.F.R. Part 212 and related exemption (U.S.-Brazil Codesharing Docket DOT-OST-2010-0095 JOINT APPLICATION OF AND VRG LINHAS AEREAS S.A. d/b/a GOL Delta Air Lines, Inc. ( Delta and VRG Linhas Aereas S.A. d/b/a Gol ( Gol (collectively, the Joint Applicants hereby jointly apply for an amended statement of authorization for Gol and for amended exemption authority for Delta in order to display Delta s DL* code on Gol-operated flights. The requested amended authority is consistent with the recently signed U.S.-Brazil Air Transport Memorandum of Consultations, which liberalized the route schedule for U.S. and Brazilian airlines. Specifically, the Joint Applicants request amended authority to engage in codeshare services as follows: (1 Gol requests an amended statement of authorization under 14 C.F.R. Part 212 to display Delta s DL* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by Gol between Delta s Brazil gateways and (a any point or points in Brazil and (b beyond Brazil to any point or points. (2 Delta requests amended exemption authority under 49 U.S.C. 40109 to provide scheduled foreign air transportation of persons, property, and mail between a

Joint Application of Delta and Gol Page 2 point or points in the United States, via intermediate points, and (a any point or points in Brazil and (b beyond Brazil to any point or points, pursuant to Delta s codeshare arrangement with Gol. In support of this Application, the Joint Applicants submit the following: 1. Delta and Gol hold, respectively, an exemption and a statement of authorization to engage in codeshare service consistent with the route schedule limitations of the previous U.S.-Brazil Air Transport Agreement. See, Notice of Action Taken May 11, 2010 in DOT-OST-2010-0095. 1 2. On March 19, 2011, the U.S. and Brazil signed a Memorandum of Consultations (MOC which, inter alia, liberalized the route schedule for both U.S. and Brazilian airlines. Specifically, Section 1, Paragraph 1 of the MOC provides an open route schedule for airlines of both sides. The Joint Applicants request amended authority so they can take full advantage of these important new rights. 3. The same public interest considerations that supported the original grant of codeshare authority to Delta and Gol apply with equal force to the amended authority requested herein. The expanded codesharing opportunities created by the MOC will make Delta and Gol more competitive for U.S.-South America traffic, and will further expand Delta online service to additional points in Brazil and beyond. 4. The Joint Applicants request that the amended statement of authorization be issued for an indefinite period, so long as their codeshare agreement continues in effect. The Joint Applicants will notify the Department if the agreement should cease to be effective. 5. The Joint Applicants previously provided the Department with notice of their initial codeshare routes. In order to maximize commercial flexibility and minimize undue 1 Gol holds the underlying economic authority necessary to conduct the codeshare service described herein. See, Notice of Action Taken May 11, 2010 in DOT-OST-2010-0094.

Joint Application of Delta and Gol Page 3 administrative burdens, and consistent with Department precedent in similar codeshare authority dockets, 2 the Joint Applicants hereby provide notice that Delta may codeshare on Gol to previously noticed Brazilian points beyond any Brazilian gateway. For ease of reference, the Brazilian points for which the Joint Applicants have previously provided notice are listed at Attachment A. The Joint Applicants will continue to provide 30 days notice of new Brazilian codeshare points and of new codeshare routes beyond Brazil to third countries. 6. The Joint Applicants agree to abide by the consumer notification requirements of 14 C.F.R. Part 257 as well as the other conditions applicable to codeshare services operated to or sold in the United States. Delta's engagement in these codeshare services will not affect its commitment of aircraft to the CRAF program. WHEREFORE, the Joint Applicants respectfully request that the Department grant them the amended statement of authorization and exemption described above. Respectfully submitted, /s/ Charles F. Donley II Charles F. Donley II Squire, Sanders & Dempsey (US LLP Counsel for GOL Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel 2 See, e.g., the administration of Delta, Aeromexico, and affiliate codesharing in Dockets OST- 1997-3289, OST-2000-7708, and OST-2001-10833.

Attachment A Notice of Delta code on Gol operated flights between Delta s Brazilian gateways and: Airport Code Airport City Country BEL Belem Brazil CNF Belo Horizonte Brazil BSB Brasilia Brazil CGB Cuiaba Brazil CWB Curitiba Brazil FLN Florianopolis Brazil FOR Fortaleza Brazil GYN Goiania Brazil IGU Iguassu Falls Brazil JPA Joao Pessoa Brazil LDB Londrina Brazil MAO Manaus Brazil NAT Natal Brazil NVT Navegantes Brazil POA Porto Alegre Brazil REC Recife Brazil REC Recife Brazil GIG/SDU Rio de Janeiro Brazil SSA Salvador Brazil GRU/CGH Sao Paulo Brazil THE Teresina Brazil VIX Vitoria Brazil Note: All points listed above were previously noticed to the Department in Docket DOT- OST-2010-0095 as part of Delta/Gol s Joint Application filed on April 13, 2010.

CERTIFICATE OF SERVICE A copy of the foregoing document has been served this 13th day of April, 2011, upon the following persons via email: carl.nelson@aa.com howard_kass@usairways.com benjamin.slocum@usairways.com dan.weiss@coair.com jeffrey.manley@united.com esta.rosenberg@dot.gov george.wellington@dot.gov brian.hedberg@dot.gov urskr@state.gov info@airlineinfo.com