Varig Logistica S.A. d/b/a Varig Log

OST-04-17064 - Foreign Air Carrier Permit - Brazil-US Scheduled All-Cargo

February 5, 2004

Application for a Foreign Air Carrier Permit

VARIG LOG intends to initiate operations by conducting service from a point or points in Brazil, via intermediate points, to Miami, with a minimum of two weekly frequencies or as many additional frequencies for which it may receive authority to conduct such operations. VARIG LOG seeks authority to operate scheduled, non-scheduled, and charter cargo service.

VARIG LOG was established as an independent operating entity from the divestiture of VARIG S.A. of its cargo operations. VARIG LOG recorded gross revenues of approximately U.S.$433 million in 2002 and US$298 million from January through September 2003. The divestiture resulted in the formation of Applicant with a focus on exploring all business opportunities derived from integrated logistics and parcel cargo activities. VARIG LOG is headed by a management team with extensive experience in operations and marketing in the cargo sector and who were responsible for the implementation of two similar projects in the Brazilian integrated logistic/express parcel cargo segment. VARIG LOG has been operating successfully and safely within Brazil since August 2000 under its domestic authority.

VARIG LOG was founded in August 2000 as a Brazilian corporation known as a sociedad anonima. It has two stockholders: VARIG S. A. (Viaçao Aerea Rio-Grandense ), also known as Varig Brazilian Airlines, which holds 99% of the stock and FRB - Par Investimentos Ltda., which holds 1%. Both stockholders are Brazilian corporations.

Exhibits

Counsel: Holland & Knight, George Mencio, 305-374-8500

OST-04-17064 - Foreign Air Carrier Permit - Brazil-US Scheduled All-Cargo

February 5, 2004

Motion for Confidential Treatment

Index of Documents to be Withheld:

Exhibit LC-9 - A four-page summary and signed verification statement of VARIG LOG's financial accounts, including a balance sheet showing assets and liabilities, as well  as profit and loss statement for the years 2001 and 2002.

Exhibit LC-10 - A one-page proforma profit and loss statement and traffic projection for VARIG LOG's operations to the United States for the year 2004.

Counsel: Holland & Knight, George Mencio, 305-374-8500

OST-04-17065 - Exemption Application

September 30, 2004

Supplement to Application for a Foreign Air Carrier Permit

We attach a statement of clarification issued by the Department of Civil Aviation of the Federative Republic of Brazil confirming that Varig Log received Operating Authority for cargo transportation for all routes allowed by Attachment 1, Section lB (1 through 4) of the Bilateral Air Services Agreement between the U.S. and Brazil.

Counsel: Holland & Knight, George Mencio, Jr., 305-374-8500, george.menchio@hklaw.com

September 30, 2004

Supplement to Application for a Foreign Air Carrier Permit

We write to supplement the Request for Exemption Authority of Varig Logistica, S.A., by attaching the Certificate issued on September 22, 2004, by the Department of Civil Aviation of the Federative Republic of Brazil confirming that Varig Logistica S.A. has been duly designated as a cargo airline to operate all routes allowed by Attachment I, Section 1B(l through 4) of the Bilateral Air Services Agreement between the United States and Brazil, together with a consularized English Translation. This enclosed Certificate supplements Exhibit LC-5 of the Application which is incorporated by reference in the Request for Exemption Authority.

Counsel: Holland & Knight, George Mencio, Jr., 305-374-8500, george.menchio@hklaw.com

OST-04-17064 - Foreign Air Carrier Permit - Brazil-US Scheduled All-Cargo

September 30, 2004

Supplement to Application for a Foreign Air Carrier Permit

We write to supplement the Request for Exemption Authority of Varig Logistica, S.A., by attaching the Certificate issued on September 22, 2004, by the Department of Civil Aviation of the Federative Republic of Brazil confirming that Varig Logistica S.A. has been duly designated as a cargo airline to operate all routes allowed by Attachment I, Section 1B(l through 4) of the Bilateral Air Services Agreement between the United States and Brazil, together with a consularized English Translation. This enclosed Certificate supplements Exhibit LC-5 of the Application which is incorporated by reference in the Request for Exemption Authority.

Counsel: Holland & Knight, George Mencio, Jr., 305-374-8500, george.menchio@hklaw.com

OST-04-17064 - Foreign Air Carrier Permit - Brazil-US Scheduled All-Cargo

December 22, 2004

Re: Second Supplement to Application for Exemption Authority

We write to supplement the Request for Exemption Authority of Varig Logistica, S.A., by attaching the certificate issued on December 17, 2004, by the Committee of Studies Related to International Air Navigation of the Federative Republic of Brazil, granting authority to VARIG LOG to perform two (2) weekly frequencies between points in Brazil and points in the United states pursuant to Annex 1, Section 1 (Routes) of the Bilateral Air Services Agreement between the United States and Brazil. The Certificate supplements Exhibit LC-5 of the Application which is incorporated by reference in the Request for Exemption Authority.

In connection with this filing, we wish to supplement and clarify that at the outset of its U.S. operations, and until such time as this Exemption is further supplemented or amended, as the case may be, VARIG LOG shall conduct scheduled foreign transportation of cargo and mail from a point or points in Brazil, via intermediate points, to New York, Atlanta, Miami, Orlando, Detroit, Washington/Baltimore, Houston, Chicago, Los Angeles, San Francisco, Boston and San Juan, Puerto Rico. In connection with these operations, VARIG LOG is not presently planning to engage in code sharing activities.

Counsel: Holland & Knight, George Mencio, Jr., 305-374-8500, george.menchio@hklaw.com

OST-04-17064 - Foreign Air Carrier Permit - Brazil-US Scheduled All-Cargo

December 22, 2004

Second Supplement to Application for a Foreign Air Carrier Permit

We attach a certificate issued on December 17, 2004, by the Committee of Studies Related to International Air Navigation of the Federative Republic of Brazil, granting authority to VARIG LOG to perform two (2) weekly frequencies between points in Brazil and points in the United states pursuant to Annex 1, Section 1 (Routes) of the Bilateral Air Services Agreement between the United States and Brazil. This enclosed Certificate supplements Exhibit LC-5 of the Application.

In connection with this filing, we wish to supplement and clarify that at the outset of its U.S. operations, and until such time as this Application is further supplemented or amended, as the case may be, VARIG LOG shall conduct scheduled foreign transportation of cargo and mail from a point or points in Brazil, via intermediate points, to New York, Atlanta, Miami, Orlando, Detroit, Washington/Baltimore, Houston, Chicago, Los Angeles, San Francisco, Boston and San Juan, Puerto Rico. In connection with these operations, VARIG LOG is not presently planning to engage in code sharing activities.

Counsel: Holland & Knight, George Mencio, 305-374-8500