EXHIBIT 99.1
(LOGO)
FEDERAL PUBLIC SERVICE
CIVIL AVIATION DEPARTMENT
This Concession Agreement is entered into by and between the FEDERAL
UNION, represented herein by the AERONAUTICAL COMMAND, by means of the CIVIL
AVIATION DEPARTMENT, and GOL TRANSPORTES AEREOS LTDA.
On January 3, 2001, in the offices of the Civil Aviation Department, the
parties, on one side, the General Director and Major Air Brigadier XXXXXXXX
XXXXXX, on behalf of the Federal Government, in the capacity of GRANTOR
(hereinafter referred to as "DAC"), and, on the other side, Xx. XXXXXXXXXXX XX
XXXXXXXX JUNIOR, on behalf of GOL TRANSPORTES AEREOS LTDA. pursuant to the
bylaws thereof (hereinafter referred to as "CONCESSIONAIRE"), agreed as follows:
CLAUSE ONE - The concession of GOL TRANSPORTES AEREOS LTDA. pursuant to article
181, Law # 7565, of December 19, 1986, and article 7 of Directive # 536/GC5, of
August 18, 1999, provides for passenger, cargo, and mail carriage in the
airlines under the concession.
PARAGRAPH ONE - The Basic Plan lines under the concession, as specified in
attachment I, shall be performed according to the frequencies, stops, and
equipment established in the Timetable (HOTRAN) approved by the Civil Aviation
Department.
PARAGRAPH TWO - CONCESSIONAIRE shall request the Civil Aviation Department to
approve the Timetable (HOTRAN) regarding the airlines under the concession.
PARAGRAPH THREE - DAC may, at its discretion or upon the request of
CONCESSIONAIRE, and in compliance with the public interest, change, add or
remove lines, stops, frequencies and schedules provided for in the Timetable
(HOTRAN) approved.
PARAGRAPH FOUR - CONCESSIONAIRE may operate backup flights for mixed or
exclusive carriage of passengers, cargo, and mail.
CLAUSE TWO - CONCESSIONAIRE shall be equipped with personnel, aircrafts, and
equipment in a sufficient number to perform the services under the concession
within the safety standards required by articles 186, and paragraphs, and 192 of
the Brazilian Code of Aeronautics, and according to the agreements set forth in
articles 127 through 137 of the Bylaws, and in the corresponding Brazilian
Aeronautical Certification Regulation (RBHA), in order to assure the suitability
of the provision of such services, pursuant to art. 6 of Law 8987/95.
CLAUSE THREE - CONCESSIONAIRE shall submit its operation and maintenance
standards to the approval of DAC within such time as may be determined thereto,
and also, in advance, any proposed change. The first shall be further bound to
allow DAC's accredited agents to directly inspect its maintenance and operation
activities at any stage.
CLAUSE FOUR - In developing the costs of the operations, CONCESSIONAIRE shall
standardize its accountancy according to the rules established by DAC.
CLAUSE FIVE - CONCESSIONAIRE shall report to DAC the results of the operations
by submitting statistic-financial reports, on a monthly basis, according to the
rules established by DAC.
SOLE PARAGRAPH - In addition to the monthly report provided for herein, DAC may
request CONCESSIONAIRE to submit annual, periodic or special statistical and
financial reports regarding its operations, in which case it shall provide for
instructions on how such reports are to be prepared. It may additionally require
from CONCESSIONAIRE to submit a true copy of any agreement, covenant or
understanding to which it was a part.
CLAUSE SIX - Upon the execution hereof CONCESSIONAIRE shall be required to prove
the payments made to the Social Security System and to the Employee's Severance
Fund (FGTS), and shall be in full compliance therewith at all times thereafter,
DAC being entitled to request such payment proof at any time.
CLAUSE SEVEN - CONCESSIONAIRE shall be required to prove its compliance with the
Public Finances by showing the Certificate of Non-Existence of Taxes and Federal
Contributions, and the Union Active Debt Payment Certificate, upon the execution
hereof.
CLAUSE EIGHT - CONCESSIONAIRE shall be bound to abide by the rights of those
using the services hereunder, pursuant to art. 6, Law # 8078/90, without
prejudice of the rules provided for in the Brazilian Code of Aeronautics and
supplementary laws on such legal matter, and, in case of international public
air transportation, of the provisions in the relevant Treaties and Conventions.
CLAUSE NINE - CONCESSIONAIRE shall be bound to contribute to the AIR
TRANSPORTATION FUND and maintain the proper records of such contribution, DAC
being entitled to require the corresponding payment proof.
CLAUSE TEN - DAC shall, from time to time and by means of agents duly accredited
by the General Director, generally audit the CONCESSIONAIRE accounts regarding
the airlines hereunder.
CLAUSE ELEVEN - Regardless of such audits, DAC auditors shall be allowed to
access CONCESSIONAIRE's accounting records at any time to inspect any air
service related account hereunder or of the corresponding document.
CLAUSE TWELVE - CONCESSIONAIRE shall be bound to and cause its employees to
abide by the approved rates and the Timetable (HOTRAN) approved, and all
provisions of laws, regulations, instructions, directives in force now or in the
future in connection with or applicable to the services.
SOLE PARAGRAPH - The rates to be charged are subject to the approval of DAC
under the regulations in force now or in the future. In order to determine such
rates, the costs, the economic feasibility of the operation, the competition
conditions, and, if possible, the economic conditions of the region served by
the airlines are to be considered.
CLAUSE THIRTEEN - CONCESSIONAIRE shall be subject to fines and other
administrative measures provided for in the Brazilian Code of Aeronautics.
CLAUSE FOURTEEN - This agreement shall be terminated by legal forfeiture
resulting from the order of the Aeronautics Commander, regardless of legal
notice, in the following events:
a) if the operation of the airlines is interrupted for over a month,
except in duly evidenced cases of force majeure and accepted by DAC;
b) if the concession is transferred without DAC's previous consent;
c) if the permanent operation of the airlines is entrusted to another
corporation;
d) if CONCESSIONAIRE's bylaws are changed to include provisions that are
contrary to the Brazilian Code of Aeronautics;
f) if CONCESSIONAIRE fails to contribute with the AIR TRANSPORTATION FUND,
pursuant to the legal determination; and
g) if the service is being provided inadequately or inefficiently.
CLAUSE FIFTEEN - The concession shall be disfranchised in the following events:
a) in the absence of technical, economic, and administrative conditions of the
company to continue to safely perform airline services, which should be verified
by DAC's technical report; and
b) in case of a serious default, verified by administrative proceedings.
SOLE PARAGRAPH - The disfranchisement shall be preceded by an administrative
proceedings, CONCESSIONAIRE being fully entitled to defense.
CLAUSE SIXTEEN - Subject to the competition regime and in accordance with the
criteria established by the Aeronautical Command, CONCESSIONAIRE may apply for
new lines.
CLAUSE SEVENTEEN - This agreement shall be in force for fifteen (15) years, an
may be renewed for the same period.
SOLE PARAGRAPH - Any extension or renewal hereof shall be requested by
CONCESSIONAIRE six months before termination.
IN WITNESS WHEREOF, this agreement was prepared, read, agreed, and executed by
the parties referred to above, in the presence of the undersigned witnesses.
/s/ Xxxxxxxx Xxxxxx
-------------------------------------------------
Major Air Brigadier XXXXXXXX XXXXXX
General Director of the Civil Aviation Department
/s/ Xxxxxxxxxxx xx Xxxxxxxx Junior
----------------------------------------------------
XXXXXXXXXXX XX XXXXXXXX JUNIOR
Managing Quotaholder of GOL TRANSPORTES AEREOS LTDA.
Witnesses:
XXXXXX XXXXXX XXXXXXXXXXX - Colonel
TAXPAYERS' ID (CPF): 000.000.000-00
XXXXXX XXXXXX XX XXXX'XXXX XXXXX
TAXPAYERS' ID (CPF): 000.000.000-00
(LOGO) FEDERAL PUBLIC SERVICE
CIVIL AVIATION DEPARTMENT
GOL - TRANSPORTES AEREOS LTDA. (Attachment 01)
LINES BASIC PLAN
LINES WEEKLY FREQUENCY
000 - XXXX - XXXX - XXXX - XXXX SEVEN
002 - SBSP - SBGL SEVEN
003 - SBSP - SBBH - SALVADOR SEVEN
004 - SBSP - SBBR SEVEN
006 - SBSP - SBBR - SBSV SEVEN
010 - SBGL - SBBR SEVEN
014 - SBGL - SBSV SEVEN
