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OST-99-5053

Braathens ASA

Under its codeshare arrangements with KLM and Northwest, Braathens will operate with its own aircraft and crews the Amsterdam-Bergen (Norway) and Amsterdam-Stavanger (Norway) segments of Northwest's and KLM's U.S.-Amsterdam-Norway flights. Braathens will similarly operate codeshare services on the Oslo-Stockholm (Sweden) and Billund (Denmark) routes, and will also operate certain domestic Norway routes under the codeshare agreement. Braathens will not provide service to the United States in its name and does not intend to serve any point in the United States with its aircraft.  Braathens' fleet consists of thirty-two Boeing 737-300/400/500/700, four Fokker 100 and ten BAe-146 aircraft. Braathens holds options and orders for up to an additional eighteen Boeing 737-700 aircraft. Braathens ASA and its subsidiaries currently employ approximately 4,500 persons. The carrier had total operating revenues in 1997 of $720 million, resulting in a net profit of $27.5 million.

Counsel:  Squire Sanders, Robert Papkin, 202-626-6601

Braathens ASA

Enclosed for filing please find six copies of the cooperative marketing agreement between Northwest Airlines, Inc. and Braathens ASA. The agreement is being submitted in further support of Braathens' application for an exemption and statement of authorization to engage in certain codeshare operations. The agreement has been redacted to remove certain limited commercial information deemed not relevant by the Department of Transportation on prior occasions.

Counsel:  Squire Sanders, Charles Donley II, 202.626.6600

Braathens ASA

I am writing to confirm to the Department of Transportation that copies of the application of Braathens ASA pending in Docket OST-99-5053, as well as copies of the redacted cooperative marketing agreement between Northwest Airlines, Inc. and Braathens, have been served via first class mail, postage prepaid, on each of the persons identified in the attached list, in addition to those persons identified to the Department previously.

Counsel:  Squire Sander, Charles Donley II, 202.626.6600

Braathens ASA

Braathens ASA ("Braathens"), a Norwegian air carrier, is an applicant for an exemption and statement of authorization that would permit Braathens to engage in certain intra-European codeshare operations. Braathens' application is pending in Docket OST-99-5053. Braathens is a signatory to the IATA Intercarrier Agreement on Passenger Liability ("IIA") and the Agreement on Measures to Implement the IIA ("MIA"), and has implemented the IIA/MIA by incorporating certain provisions into its General Conditions of Carriage of Passengers and Baggage, as shown in the attachment hereto. Braathens has also amended its Conditions of Carriage to conform to certain requirements of the Department. Braathens requests that the Department of Transportation place a copy of this letter and the attachment in each of the dockets identified above.

Counsel:  Squire Sanders, Charles Donley, 202-626-6600

Braathens ASA

Braathens ASA, a Norwegian air carrier, is an applicant for an exemption and statement of authorization that would permit Braathens to engage in certain intra-European codeshare operations. Braathens' application is pending in Docket OST-99-5053. Enclosed please find Braathens' conditions of carriage, which are being submitted in complete substitution for conditions filed previously with the Department. The enclosed page replaces in full all conditions of carriage filed with the Department prior to today. Braathens requests that the Department of Transportation place a copy of this letter and the attachment in each of the dockets identified above.

Counsel:  Squire Sanders, Charles Donley II, 202.626.6600

Braathens ASA

By:  Paul Gretch

Braathens ASA

Braathens intends to commence initial London-Norway codeshare operations with Northwest and KLM between London (Gatwick) and Oslo/Bergen as soon as commercially practical after receipt of the Department’s approval. Under the agreements among the carriers, Braathens will display the two -letter designator codes of Northwest and KLM on Braathens’ daily scheduled flights operated from London (Gatwick) to Oslo and Bergen utilizing Braathens’ B737 aircraft. All codeshare flights will be marketed in accordance with the Department’s regulations on codesharing contained in 14 C.F.R. 257. Consistent with its Norwegian license and the terms of the open skies agreement between the United States and Norway, Braathens requests from the Department an amendment to its existing exemption and statement of authorization permitting it to display the codes of Northwest and KLM on Braathens’ flights between London, United Kingdom, on the one hand, and points in Norway, on the other hand. Braathens requests that this amendment remain in effect until April 30, 2001.

Counsel:  Squire Sanders, Robert Papkin, 202.626.6601

Braathens ASA

Hereby requests renewal of the exemption authorities granted to it by the Department of Transportation in the above-captioned dockets authorizing Braathens to perform scheduled foreign air transportation of persons, property and mail between (i) Minneapolis, Minnesota, and Oslo, Norway, pursuant to a codeshare agreement with Northwest Airlines, Inc. and (ii) Amsterdam and points in Norway, Norway and points in Sweden and Denmark, and points in Norway, pursuant to codeshare agreements with Northwest and KLM Royal Dutch Airlines.

Pending in Docket OST-99-5053 is Braathens, request to amend its existing exemption and statement of authorization to permit it to display the codes of Northwest and KLM on Braathens' flights between London and Norway. Braathens renews its request for prompt approval of this long-pending amendment to its operating authority. Braathens had planned to begin this service on March 27, 2001. In addition to jeopardizing the commencement date, the uncertainties created by the excessive delay in approval of this unopposed amendment, which has been before the Department since April 27, 2000, have created significant planning and marketing difficulties for Braathens.

Counsel:  Squire Sanders, Robert Papkin, 202.626.6601

Braathens ASA

By:  Paul Gretch

Braathens ASA

Counsel:  Squire Sanders, Charles Donley, 202.626.6600

Braathens ASA

Braathens is now a wholly owned subsidiary of Scandinavian Airlines System (SAS), and as such is no longer operating in foreign air transportation. See Letter of Codeshare Termination filed April 16, 2002. Therefore Braathens has no further need for the exemption and codeshare authority issued in these dockets (and most recently renewed by the Notice of Action Taken dated June 22, 2001). This authority should now therefore be terminated effective immediately by the Department.

Counsel:  Silverberg Goldman, Michael Goldman, 202-944-3300

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