BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Application of SUNSTATE AIRLINES (QLD) PTY. LIMITED for an exemption from 49 U.S.C. 41301 and for a Statement of Authorization under 14 C.F.R. 212 (Code Share with American Airlines) Docket No. DOT-OST-2016- APPLICATION OF SUNSTATE AIRLINES (QLD) PTY. LIMITED FOR AN EXEMPTION AND STATEMENT OF AUTHORIZATION Communications with respect to this document should be sent to: Moffett B. Roller ROLLER & BAUER, PLLC 45005 Aviation Drive, #200 Dulles, VA 20166 Phone: (202) 331-3300 Fax: (202) 331-3322 Attorneys for Sunstate Airlines (QLD) Pty. Limited August 30, 2016 Notice: Any person may support or oppose this Application by filing an answer in this docket and serving a copy of that answer upon counsel for Sunstate Airlines (QLD) Pty. Limited, and upon each person on the attached Service List. Applicant requests expedited processing of this Application and will report to the Department the results of its poll of the U.S. air carriers on the Service List.

BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C. Application of SUNSTATE AIRLINES (QLD) PTY. LIMITED for an exemption from 49 U.S.C. 41301 and for a Statement of Authorization under 14 C.F.R. 212 (Code Share with American Airlines) Docket No. DOT-OST-2016- APPLICATION OF SUNSTATE AIRLINES (QLD) PTY. LIMITED FOR AN EXEMPTION AND STATEMENT OF AUTHORIZATION Sunstate Airlines (QLD) Pty. Limited (Sunstate) applies for an exemption from 49 U.S.C. 41301 pursuant to 49 U.S.C. 40109 and for a statement of authorization pursuant to Part 212 of the Department s Regulations, 14 C.F.R. 212, in order to display the AA* code of American Airlines on flights operated by Sunstate between points in Australia; between points in New Zealand; and between any point or points in Australia, via intermediate points, and any point or points in New Zealand; for the purpose of transporting codeshare traffic of American Airlines on U.S.-Australia and/or U.S.-New Zealand flights operated by Qantas Airways or other carrier authorized to display the AA code on those routes. Upon receipt of the authority sought in this Application, Sunstate will display the AA* code on domestic Australian flights from Albury (ABX) to Sydney

Application of Sunstate Airlines (QLD) Pty. Limited for an Exemption and Statement of Authorization Page 2 (SYD), from Coffs Harbour (CFS) to Sydney (SYD), and between Sydney and Canberra (CBR). Sunstate is fit and qualified to hold the requested authority. In support of this application, Sunstate states as follows: 1. Sunstate is incorporated in Australia and is a wholly owned subsidiary of Australia Regional Airlines Pty. Limited. Australia Regional Airlines is wholly-owned by AAL Aviation Limited, which in turn is wholly-owned by Qantas Airways Limited. Sunstate conducts all of its operations pursuant to its Australian Air Operator s Certificate. 2. Sunstate s Board of Directors consists of the following individuals: Name of Director Alan Joseph Joyce Andrew John Finch Tino Enrico La Spina Title Chief Executive Officer - Qantas General Counsel & Company Secretary - Qantas Chief Financial Officer - Qantas 3. The members of the Sunstate management team are set forth below. Name Position Chief Executive Officer; John Gissing Qantas Group Executive, Associated Airlines & Services; CEO QantasLink Adrian Young Manager, Flying Operations & Chief Pilot Tim Gent Head of Aircraft Maintenance Lisa Landon-Smith Head of Commercial & Finance, Associated Airlines & Services Michael Plottel Head of Safety All of the above individuals are citizens of Australia, except for Michael Plottel, who is a citizen of Canada. 4. All of the aircraft that Sunstate operates are leased DeHaviland DHC-8 aircraft that are registered in Australia. The aircraft that Sunstate leases are

Application of Sunstate Airlines (QLD) Pty. Limited for an Exemption and Statement of Authorization Page 3 owned either by Qantas or by one of three wholly-owned subsidiaries of Qantas: QF Dash 8 Leasing No. 4 Pty Limited; QF Dash 8 Leasing No. 5 Pty Limited; and QF Dash 8 Leasing No. 6 Pty Limited. 5. Sunstate performs the maintenance of the aircraft that it operates. 6. American Airlines has performed the necessary Codeshare Safety Audit of Sunstate. 7. Since Sunstate is a wholly-owned subsidiary of Qantas, Qantas is providing all capitalization necessary for Sunstate operations. 8. The arrangement under which the AA* code will be placed on flights operated by Sunstate within Australia is derived from the codesharing agreement between Qantas Airways Limited, Sunstate s parent company, and American Airlines, as set forth in the Qantas-American Joint Business Agreement ( JBA ) of May 11, 2011, as amended. 1/ Section 8.1 of the JBA provides that the flights on which each party places the code of the other party may include flights operated by their Affiliates. The definition of Affiliates in the JBA includes wholly-owned subsidiaries such as Sunstate. 1 The Joint Business Agreement ( JBA ) is attached as Exhibit 1 to the Joint Application of American Airlines, Inc. and Qantas Airways Limited for Approval of Joint Business Agreement; Docket DOT-OST-2011-0111; filed June 8, 2011. Annex 1 to the JBA lists the JB Routes on which Qantas and American shall place their respective codes. Amendment 6 to the JBA includes a new Annex 1 containing an updated list of JB Routes, including the ABX-SYD, CFS- SYD, and SYD-CBR-SYD routes on which Sunstate will be displaying the AA* code. Qantas holds authority to display the AA* code on Qantas flights between points in Australia pursuant to the Statement of Authorization that the Department issued to Qantas in Docket DOT-OST-2008-0138 on May 23, 2008. American holds certificate authority to operate to points in Australia and New Zealand (DOT Order 2007-4-2).

Application of Sunstate Airlines (QLD) Pty. Limited for an Exemption and Statement of Authorization Page 4 9. A Foreign Air Carriers Certificate of Insurance (OST Form 6411) showing coverage for Sunstate is attached as Exhibit 1. 10. A copy of Sunstate s Airline Air Operator Certificate issued by the Civil Aviation Safety Authority of Australia is attached as Exhibit 2. 11. A copy of the Montreal Agreement (DOT Form 4523) executed on behalf of Sunstate is attached as Exhibit 3. 12. Sunstate has not been involved in any safety or tariff violations or any fatal accidents for the preceding five years. Grant of the authority requested in this Application is in the public interest. Issuance of this authority will enable American Airlines to provide comprehensive routing options to U.S.-originating passengers that will include American codeshare service to additional points in Australia. Grant of the authority requested is consistent with the Open Skies Agreements that the U.S. has with both Australia and New Zealand Sunstate hereby gives blanket notification of its intent to display the AA* code on any of the flights that Sunstate operates, or may operate, in Australia and New Zealand, as more specifically described in the first paragraph above, subject to the Department s standard condition requiring 30-days prior notice in the event Sunstate should seek to operate any codeshare services with American to non-open Skies points. Sunstate requests expedited approval of this Application to enable American to commence marketing immediately upon approval and to start

Application of Sunstate Airlines (QLD) Pty. Limited for an Exemption and Statement of Authorization Page 5 codeshare service by September 1, 2016. Sunstate also requests a waiver of the 45-day advance filing requirement of 14 C.F.R. 212.10(d)(2) because the codesharing arrangements under which the AA* code will be placed on Sunstate flights have been finalized only recently. Sunstate will poll the parties on the Service List and advise the Department of the positions of those parties with respect to this Application. CONCLUSION For the reasons set forth in this Application, the Department of Transportation should grant Sunstate Airlines (QLD) Pty. Limited an exemption and statement of authorization to the extent necessary to permit it to display the code of American Airlines on flights operated by Sunstate between points in Australia; between points in New Zealand; and between any point or points in Australia, via intermediate points, and any point or points in New Zealand; for the purpose of transporting codeshare traffic of American Airlines on U.S.-Australia and/or U.S.-New Zealand flights operated by Qantas Airways or other carrier authorized to display the AA code on those routes. Sunstate also requests expedited approval of this Application and a waiver of the 45-day advance filing requirement of 14 C.F.R. 212.10(d)(2). Respectfully submitted, ROLLER & BAUER, PLLC Attorneys for Sunstate Airlines (QLD) Pty. Limited August 30, 2016 By: Moffett B. Roller

AGENCY DISPLAY OF ESTIMATED BURDEN The public reporting burden for this collection of information is estimated to average 30 minutes per response. If you wish to comment on the accuracy of the estimate or make suggestions for reducing this burden, please direct your comments to: U.S. Department of Transportation, Office of Aviation Analysis, X-56, 400 7 th St., SW, Washington, D.C. 20590. Office of the Secretary of Transportation NOTE: For information on where to file completed copies of this form, see FILING INSTRUCTIONS below. U.S. FOREIGN AIR CARRIERS CERTIFICATE OF INSURANCE POLICIES OF INSURANCE FOR AIRCRAFT ACCIDENT BODILY INJURY AND PROPERTY DAMAGE LIABILITY OMB No. 2106-0030 Expires 2-29-04 FILING INSTRUCTIONS: File a signed original of this form with the Federal Aviation Administration, Air Transportation Div., AFS-260, 800 Independence Ave., SW., Washington, DC 20591. (See EXCEPTION below.) EXCEPTION: If Section 2.A. is filled in because the insured is a Canadian Charter Air Taxi Operator, file an original of this form with the U.S. Department of Transportation, Special Authorities Division (X-46), 400 7 th Street, SW, Washington, D.C. 20590 (Please type information, except signatures.) THIS CERTIFIES THAT: LLOYD S UNDERWRITERS AND COMPANY INSURERS (Name of Insurer) has issued a policy or policies of Aircraft Liability Insurance to QANTAS AIRWAYS LIMITED AND/OR QANTAS AIRWAYS DOMESTIC PTY LIMITED AND/OR JETSTAR AIRWAYS PTY LIMITED AND/OR JETCONNECT LIMITED AND/OR EASTERN AUSTRALIA AIRLINES PTY LIMITED AND/OR SUNSTATE AIRLINES (QLD) PTY LIMITED AND/OR NATIONAL JET SYSTEMS PTY LIMITED (SOLELY IN RESPECT OF THE BOEING 717-200 OPERATIONS ON BEHALF OF THE QANTAS GROUP) AND/OR ASSOCIATED AND/OR SUBSIDIARY COMPANIES, 10 BOURKE ROAD, MASCOT NSW 2020, AUSTRALIA FAA Certificate Number QLMF436H (Name, address and FAA Certificate number of Insured Foreign Air Carrier) effective from 1 NOVEMBER, 2015 until ten (10) days after written notice from the insurer or carrier of the intent to terminate coverage is received by the Department of Transportation. NOTE: Part 205 of the Department s Regulations does not allow for a predetermined termination date, and a certificate showing such a date is unacceptable. 1. The Insurer (Check One): is licensed to issue aircraft insurance policies in the United States; is licensed or approved by the government of various countries to issue aircraft insurance policies; or is an approved surplus line insurer in the State(s) of 2. The insurer assumes, under the policy or policies listed below, aircraft accident liability insured to minimums at least equal to the following during operation, maintenance, or use of aircraft in foreign air transportation as that term is defined in 49 U.S.C. 40102. (Complete applicable section A, B, or C below): A. CANADIAN CHARTER AIR TAXI OPERATORS WITH PART 294 AUTHORITY ONLY The aircraft covered by this policy have: (1) 30 or fewer passenger seats and a maximum payload capacity of 7,500 pounds or less; and/or (2) a maximum authorized takeoff weight on wheels of no more than 35,000 pounds. (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $75,000 $2,000,000*(See note) Passenger Bodily Injury $75,000 $75,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damage, and passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes passenger liability insurance. OST Form 6411 NOTE: If the aircraft covered by this policy have more than 30 passenger seats or more than a maximum payload capacity of 7,500 pounds, the minimum limit per occurrence shall be $20,000,000.

B. FOREIGN AIR CARRIERS OPERATING SMALL AIRCRAFT The aircraft covered by this policy are SMALL AIRCRAFT (i.e., with 60 or fewer passenger seats or with a maximum payload capacity of 18,000 pounds or less). (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $300,000 $2,000,000 Passenger Bodily Injury $300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. Policy No. Amount of Coverage U.S. Dollars This policy covers CARGO operations only and excludes passenger liability insurance. C. FOREIGN AIR CARRIERS OPERATING LARGE AIRCRAFT The aircraft covered by this policy are LARGE AIRCRAFT (i.e., with more than 60 passenger seats or with a maximum payload capacity of more than 18,000 pounds). (Complete separate or combined coverage as appropriate): Separate Coverages: Minimum Limit Policy No. Type of Liability Each person Each Occurrence Combined Bodily Injury (Excluding Passengers other than cargo attendants) and Property Damage Liability $300,000 $20,000,000 Passenger Bodily Injury $300,000 $300,000 x 75% of total number of passenger seats installed in aircraft Combined Coverage: This combined coverage is a single limit of liability for each occurrence at least equal to the required minimums stated above for bodily injury (excluding passengers), property damaged, and passenger bodily injury. COMPULSORY INSURANCE Policy No J51512009 Amount of Coverage LIMITS AS SHOWN ABOVE U.S. Dollars This policy covers CARGO operations only and excludes passenger liability insurance. 3. The policy or policies listed in this certificate insure(s) (Check One): Make and Model FAA or Foreign Flag Registration No. Operations conducted with all aircraft operated by the insured Operations conducted with the following types of aircraft: Operations with the following aircraft: (Use additional page if necessary) 4. Each policy listed in this certificate meets or exceeds the requirements in 14 CFR Part 205. JLT SPECIALTY LIMITED (Name of Insurer) (Name of Broker, if applicable) THE ST BOTOLPH BUILDING, 138 HOUNDSDITCH (Address) (Address) LONDON, EC3A 7AW (City, State, Zip Code) (City, State, Zip Code) M.J. JEROME AUTHORISED SIGNATORY Contact (person who can verify the effectiveness of the coverage) (Officer or authorized representative) / 0207 466 1300 / 0207 466 1444 (Area Code, Phone Number) (Area Code, Fax Number) (Area Code, Phone Number) (Area Code, Fax Number) (Signature, if applicable) (Signature) 12 August, 2016 (Date) (Date)

26 August 2016

CERTIFICATE OF SERVICE I hereby certify that on this 30 th day of August 2016, a copy of the foregoing Application of Sunstate Airways (QLD) Pty. Limited for an Exemption and Statement of Authorization was served by email upon the parties listed below. Moffett Roller Howard Kass Robert Wirick American Airlines howard.kass@aa.com robert.wirick@aa.com Dan Weiss United Air Lines dan.weiss@united.com Chris Walker Alex Krulic Delta Air Lines chris.walker@delta.com alex.krulic@delta.com Parker Erkmann Hawaiian Airlines perkmann@cooley.com Nancy Sparks Baily Leopard Anita Mosner Jennifer Nowak Federal Express UPS nssparks@fedex.com gbleopard@fedex.com anita.mosner@hklaw.com jennifer.nowak@hklaw.com Russell Pommer Atlas Air rpommer@atlasair.com Kevin Montgomery Polar Air Cargo kevin.montgomery@polaraircargo.com Paul Brown U.S. State Dept. brownpa@state.gov John S. Duncan FAA Flight Standards john.s.duncan@faa.gov