402306561v1 BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.
Application of COMPASS AIRLINES, INC. for a disclaimer of jurisdiction over, or in the alternative approval of the transfer of certificate Docket OST-2010-__

APPLICATION OF COMPASS AIRLINES, INC. FOR DISCLAIMER OF JURISDICTION REISSUANCE OF CERTIFICATE, OR IN THE ALTERNATIVE APPROVAL OF THE TRANSFER OF CERTIFICATE, AND REGISTRATION OF TRADE NAMES Communications with respect to this document should be sent to: David J.A. Hayes, III Esq. Kenneth P. Quinn Vice President & General Counsel Jennifer Trock Trans States Holdings, Inc. PILLSBURY WINTHROP 11495 Navaid Road SHAW PITTMAN LLP Bridgeton, MO 63044 2300 N Street NW dhayes@transstates.net Washington, DC 20037 kquinn@pillsburylaw.com jennifer.trock@pillsburylaw.com Tel: (202)663-8000 Fax: (202)663-8007

September 28, 2010402306561v1 BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.
Application of COMPASS AIRLINES, INC. for a disclaimer of jurisdiction over, or in the alternative approval of the transfer of certificate, and registration of trade names Docket OST-2010-__

APPLICATION OF COMPASS AIRLINES, INC. FOR DISCLAIMER OF JURISDICTION REISSUANCE OF CERTIFICATE, OR IN THE ALTERNATIVE APPROVAL OF THE TRANSFER OF CERTIFICATE, AND REGISTRATION OF TRADE NAMES Compass Airlines, Inc. (“Compass”) hereby requests the Department of Transportation (“DOT” or “Department”) to disclaim jurisdiction over the corporate reorganization of Compass in which Compass will be converted from a Delaware corporation to a Delaware limited liability company bearing the name Compass Airlines, LLC, and immediately thereafter transfer Compass’s certificate of public convenience and necessity, exemptions, designations, and any related operating authorities (the “Authorities”) to Compass Airlines LLC, a Delaware Limited Liability Company. Compass Airlines, LLC will continue air carrier operations under the name of Compass Airlines. Compass requests expedited consideration of, and action on, this application to permit the proposed transfer and re-issuance of the Authorities to Compass Airlines, LLC, effective as of the date of the reorganization which will occur on October 1, 2010. The reorganization of Compass is an intra-corporate reorganization for business and tax purposes, and the reorganization will not result in any material change to the business, management, assets, liabilities, or net worth of Compass. The disclaimer of jurisdiction sought3 402306561v1 here is in the public interest and fully consistent with Department policy and longstanding precedent.
I. THE DEPARTMENT SHOULD DISCLAIM JURISDICTION OVER THE TRANSACTION. 1 Compass Airlines, Inc. is a corporation organized under the laws of the State of Delaware and is a certificated U.S. Air Carrier, with related authorities to engage in interstate and foreign air transportation of property and mail. Compass will be 2 be converted to a Delaware LLC, which will continue air carrier operations as “Compass Airlines” and “Compass Airlines, LLC.” 3 The corporate re-organization itself will not occasion any substantive change in ownership, management, control, operations, financial condition, or citizenship of Compass. This application for a disclaimer of jurisdiction is fully consistent with, and supported by, well-settled Department precedent and policy in which the Department has found that corporate re-organizations such as this one were not considered “transfers” for purposes of 49 U.S.C. § 41105, as they are incident to a transaction which Congress did not intend DOT to review. 4The Department (and its predecessor, the CAB) have granted disclaimers of jurisdiction with respect to corporate re-organizations in cases like this one, where there will be “no significant effect on actual ownership, control, management, citizenship, financial condition, or operations of the carrier.” 5

1 Because the transaction involves a technical transfer, the Compass certificate will need to be reissued in the name of Compass Airlines, LLC. 2 This will happen the same day. 3 Compass operates under the name Delta Connection® under an agreement with Delta Airlines. 4 See e.g. , DOT Order 81-8-71 (Application of NewAir Flight, Inc.). 5 SeeDOT Order 2002-3-14, at 2 (ExpressJet Airlines, disclaimer of jurisdiction granted); see also DOT Order 2004-11-10 (Republic Airline, same); DOT Order 2004- 5-7 (Allegiant Air, same); DOT Order 2003-3-2 (Chautauqua Airlines, same); DOT Order 2003-2-23 (Shuttle America, same); DOT Order 2002-7-22 (Atlantic Coast Jet, same); DOT Order 2002-3-21 (Amerijet International, same); DOT Order 1997-12-3 (Gemini Air Cargo, same).4 402306561v1 Compass respectfully submits that its proposed reorganization, where the transfer of operating authorities is merely incidental to an internal corporate reorganization being implemented for tax and other business reasons, warrant an expeditious grant of a disclaimer of jurisdiction. II. IN THE ALTERNATIVE, THE DEPARTMENT SHOULD APPROVE THE TRANSFER OF THE AUTHORITIES TO COMPASS AIRLINES, LLC. In the alternative, should the Department deem this step necessary, Compass requests that the Department approve the transfer of the Authorities to Compass Airlines, LLC, pursuant to 49 U.S.C. § 41105 (2006) and Subpart B of the Department’s Rules of Practice. The requested transfer of these Authorities is consistent with the public interest 6 in that the transfer will allow Compass Airlines, LLC to continue to operate as an air carrier, while enhancing its operational and financial resources, enhancing competition in the domestic and international marketplace, and benefiting airline employees. Compass Airlines, LLC is fit, willing and able to hold and operate the authorities and will be a citizen of the United States. 7 III. REQUEST FOR REGISTRATION OF TRADE NAMES In connection with the disclaimer of jurisdiction and, if applicable, transfer of the Authorities to Compass Airlines, LLC, Compass requests that the Department authorize the following additional trade names: Compass Airlines and Compass Airlines, Inc. Although no changes to operations will result, certain internal computer systems, including those used to

6Under 49 U.S.C. § 41105 and applicable DOT precedents, DOT must certify to Congress that a proposed transfer is consistent with the public interest and include “a report analyzing the effects of the transfer on: the viability of each carrier involved in the transfer; competition in the domestic airline industry; and the trade position of the United States in the international air transportation market.” 49 U.S.C. § 41105(b); see also American/TWA , DOT Order 2001-4-7, at 3. The Department also must “whether the parties to the transfer are U.S. citizens and are fit to hold their authority.” Id. 7 The Department consistently found its predecessor company, Compass, fit, willing and able to operate these services. As noted, there are no plans to change any of the key technical and operational. personnel from Compass to Compass Airlines, LLC.5 402306561v1 generate tickets and travel documents, will reflect “Compass Airlines, Inc.” as the operating carrier immediately following the reorganization. By virtue of the provisions of Part 257, 8 Delta advises each passenger booking a flight operated by Compass under the Delta* code of the corporate name of the operating carrier. Currently, Delta’s system advises passengers that the flight conducted by Compass is conducted by “Compass Airlines, Inc.” Compass understands it may take a short period of time to update the system to reflect the reorganization, after which the name “Compass Airlines” or “Compass Airlines, LLC” will be used. In addition, several tickets for future travel have already been issued under the name “Compass Airlines, Inc.” Once the airline name change process is complete, and in the absence of any relief from the requirements of Part 257, Delta would be required to advise all passengers holding reservations and making future reservations that their future flights will be operated by Compass Airlines, LLC. Rather than requiring Delta to contact each such passenger, Compass respectfully requests relief from §257.5 to permit Delta to rely on passenger notifications that the transportation will be provided on Compass Airlines, Inc. Going forward, Compass requests that it be permitted to use “Compass Airlines, LLC” or “Compass Airlines.”

8 14 C.F.R. § 257.5.6 402306561v1 WHEREFORE, for the reasons set forth above, Compass respectfully requests that DOT (i) disclaim jurisdiction over the above-described transaction or, in the alternative, approve the contemplated transfer; (ii) reissue its certificate of public convenience and necessity in the name of Compass Airlines, LLC d/b/a/ “Delta Connection,” “Compass Airlines, Inc.,” and “Compass Airlines;” (3) to the extent appropriate, grant relief from Part 257 as requested herein; and (4) provide such further and other relief the Department may deem appropriate. Respectively submitted,

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David J.A. Hayes, III Esq. Kenneth P. Quinn Vice President & General Counsel Jennifer Trock Trans States Holdings, Inc. PILLSBURY WINTHROP 11495 Navaid Road SHAW PITTMAN LLP Bridgeton, MO 63044 2300 N Street NW dhayes@transstates.net Washington, DC 20037 kquinn@pillsburylaw.com jennifer.trock@pillsburylaw.com Tel: (202)663-8000 Fax: (202)663-8007