BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. -------------------------------------------------------------- Joint Application and Notice of : : GOJET AIRLINES LLC : Docket DOT-OST-2014- MESA AIRLINES, INC. : SHUTTLE AMERICA CORP. : SKYWEST AIRLINES, INC. : : for Statements of Authorization pursuant to : 14 C.F.R. Part 212 (Brussels Airlines Code Share) : -------------------------------------------------------------- JOINT APPLICATION OF GOJET, MESA, SHUTTLE AMERICA AND SKYWEST FOR STATEMENTS OF AUTHORIZATION AND JOINT BLANKET CODE SHARE NOTICE Communications with respect to this document should be sent to: Hershel I. Kamen Senior Vice President-Alliances, Regulatory and Policy Daniel A. Weiss Managing Director-International Affairs and Regulatory UNITED AIRLINES, INC. 233 South Wacker Drive 10th Floor HDQIZ Chicago, IL 60606 (872) 825-6828 hershel.kamen@united.com dan.weiss@united.com Thomas Newton Bolling Vice President and Deputy General Counsel UNITED AIRLINES, INC. 233 South Wacker Drive 11th Floor HDQLD Chicago, IL 60606 (872) 825-8068 thomas.bolling@united.com Douglas P. Kelley Senior Counsel-Regulatory, Antitrust & Competition UNITED AIRLINES, INC. 1600 Smith Street HQSLG-15 Houston, TX 77002 (713) 324-5156 doug.kelley@united.com March 18, 2014 Steve Morrissey Managing Director-Regulatory Affairs and Policy Karine R. Faden Managing Counsel-Regulatory, Antitrust & Competition UNITED AIRLINES, INC. 1225 New York Avenue, NW Suite 1100 DCAIZ/DCALD Washington, DC 20005 (202) 521-4373 (202) 521-4363 steve.morrissey@united.com karine.faden@united.com Gerald F. Murphy CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 (202) 624-2500 gmurphy@crowell.com Counsel for United Airlines, Inc. Evelyn D. Sahr ECKERT SEAMANS CHERIN & MELLOTT, LLC 1717 Pennsylvania Avenue, NW 12 th Floor Washington, DC 20006 (202) 659-6622 esahr@eckertseamans.com Counsel for Brussels Airlines NV/SA

Joint Application and Notice Page 2 Joint Applicants respectfully request the Department s prompt approval of this application so that the marketing and sale of these codeshare services can begin without delay. 4 In addition, pursuant to the Department s Notice In the Matter of Blanket Notification of Codeshare Service to Open-Skies Partners and Points, dated February 9, 2009, the Joint Applicants together with Brussels Airlines, give blanket notice of codeshare services displaying the SN designator code on flights operated by the Joint Applicants between all U.S. points and between U.S. points and points in any Open Skies country. 5 Codeshare services conducted pursuant to this notice will be limited to those consistent with the provisions of the U.S.-EU Open Skies Agreement, and other applicable Open Skies Agreements. The Joint Applicants and Brussels Airlines will provide the Department with 30-day notices for codeshare services to and from non-open Skies countries. In support of this Application, the Joint Applicants state as follows: 1. Brussels Airlines has agreed to the display of the SN designator code on flights operated by the Joint Applicants. 6 Redacted copies of the agreements are attached hereto. 2. The Joint Applicants are air carriers holding certificates of public convenience and necessity and exemptions authorizing them to provide interstate and foreign scheduled air 4 To the extent necessary, the Joint Applicants request waiver of the 45-day advance filing requirement contained in 14 C.F.R. 212.10(d)(2). 5 The Joint Applicants will, to the extent necessary, obtain any necessary authorizations prior to commencing service in any third country on behalf of United Express. 6 Pursuant to this agreement, the SN designator code will also be displayed on flights operated by United Express carriers operating aircraft with fewer than 60 seats. These carriers are excluded from this application since Department regulations exempt such operations from the statement of authorization requirement. See 14 C.F.R. 206.5, 212.1 and 298.11.

Joint Application and Notice Page 3 transportation services. 7 They are also participants in the United Express commuter program, operating codeshare services for United and displaying United s designator code, as well as those of certain of United s foreign codeshare partners. As such, United and its United Express carriers wish to make these codeshare services available to Brussels Airlines, thereby increasing the online service offerings between United s North American network and Brussels Airlines Atlantic network. 3. The requested codeshare authorizations are fully consistent with the U.S.-EU Open Skies Agreement and Department precedent in cases involving similar codeshare arrangements between U.S. and foreign air carriers. 8 Pursuant to the terms of such agreements, foreign carriers designated by their respective governments to serve the United States, such as Brussels Airlines, have been authorized to provide foreign air transportation (including codeshare services) between the United States and their respective home countries. Brussels Airlines already holds the requisite underlying economic authority necessary to engage in the codeshare services proposed by the Joint Applicants. 9 7 See, e.g., Order 2011-12-18 and Notice of Action Taken dated Dec. 9, 2011 in Docket DOT-OST-2009-0348 (GoJet); Orders 1998-7-6 and 2008-4-26 (Mesa); Orders 2009-9- 13 and 2008-4-26 (Republic); Orders 1998-11-15, 2008-4-26 and 2009-3-16 (Shuttle America); and Orders 1998-7-6 and 2008-4-26 (SkyWest). Pursuant to Rule 24 of the Department s Rules of Practice, the Joint Applicants request that the Department take official notice of all information and data that have been filed to establish their fitness. 8 See, e.g., Dockets DOT-OST-2012-0125, DOT-OST-2012-0157 and DOT-OST- 2012-0161 in which the Department approved similar code share arrangements between various United Express operators and foreign carrier partners. 9 Brussels Airlines holds a foreign air carrier permit authorizing it to engage in scheduled and charter foreign air transportation pursuant to the U.S.-EU Open Skies Agreement. See Order 2010-3-11.

Joint Application and Notice Page 4 4. The requested codeshare authority is also consistent with the public interest because it will benefit the traveling and shipping public by providing online service between U.S. cities and points around the globe, via United s domestic hubs and Brussels Airlines U.S. gateways. 5. Each of the Joint Applicants agrees to accept the Department s standard conditions and notice requirements imposed on codeshare arrangements. 6. The Joint Applicants request that the Department issue statements of authorization for an indefinite period, consistent with Department practice. 7. The Joint Applicants are not CRAF participants, so issuance of the requested blanket statements of authorization will not affect the CRAF program. WHEREFORE, the Joint Applicants respectfully request that the Department promptly grant their application for blanket statements of authorization, as described above, and such other relief as the Department may deem appropriate. Respectfully submitted, ECKERT SEAMANS CHERIN & MELLOTT, LLC /s/ Evelyn D. Sahr Evelyn D. Sahr Counsel for BRUSSELS AIRLINES NV/SA CROWELL & MORING LLP /s/ Gerald F. Murphy Gerald F. Murphy Counsel for UNITED AIRLINES, INC. Submitted on behalf of: David J. A. Hayes III, Esq. For GOJET AIRLINES LLC Trans States Holdings, Inc. 11495 Navaid Road St. Louis, MO 63044

Joint Application and Notice Page 5 Brian Gillman For MESA AIRLINES, INC. Executive Vice President and General Counsel 410 N. 44 th Street, Suite 700 Phoenix, AZ 85008 Scott Durgin For SHUTTLE AMERICA CORP Vice President Administration 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 Todd C. Emerson For SKYWEST AIRLINES, INC. Director Government and Legal Affairs 444 South River Road St. George, UT 84790 March 18, 2014