BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of

DELTA AIR LINES, INC.,

and

PINNACLE AIRLINES, INC.

for a Disclaimer of Jurisdiction, or, in the

alternative, for Transfer of Certain International

Authority pursuant to 49 U.S.C. § 41105 )

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 2013

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JOINT APPLICATION FOR A DISCLAIMER OF JURISDICTION,

OR, IN THE ALTERNATIVE, FOR TRANSFER OF CERTAIN

INTERNATIONAL AUTHORITY

Communications with respect to this document should be addressed to:

Brian T. Hunt

Vice President and General Counsel

PINNACLE AIRLINES, INC.

One Commerce Square

40 South Main Street, 14th Floor

Memphis, TN 38103

( 901 ) 346

- 6145

BTHunt@pncl.com Alexander Van der Bellen

Managing Director

– Government Affairs

& Associate General Counsel

Chris topher Walker

Regional Director

- Government Affairs

DELTA AIR LINES, INC.

1212 New York Avenue, N.W.

Washington, D.C. 20005

(202) 842

- 4184

sascha.vanderbellen@delta.com

March 14 , 2013Joint Application of Delta and Pinnacle

Page 2

BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Joint Application of

DELTA AIR LINES, INC.,

and

PINNACLE AIRLINES, INC.

for a Disclaimer of Jurisdiction, or, in the

alternative, for Transfer of Certain International

Authority pursuant to 49 U.S.C. § 41105 )

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 2013

-

JOINT APPLICATION FOR A DISCLAIMER OF JURISDICTION,

OR, IN THE ALTERNATIVE, FOR TRANSFER OF CERTAIN

INTERNATIONAL AUTHORITY

Delta Air Lines, Inc. (“Delta”) and Pinnacle Airlines , Inc. (“ Pinnacle ”, and

collectively the “Joint Applicants”), hereby jo intly apply for a disclaimer of jurisdiction, or,

in the alternative, approval of the de facto transfer of certain international certificate and

other authorities held by Pinnacle to Delta pursuant to 49 U.S.C. § 41105 and Subpart Q

of the Department’s Procedural Regulations (14 C.F.R § 302.1701, et. seq.).

In connection with Pinnacle’s emergence from Chapter 11 bankruptcy protection

pursuant to a Plan of Reorganization (the “POR”) filed with the Bankruptcy Court, Delta

will acquire one hundred percent of the common stock of the reorganiz ed Pinnacle upon

the effective date of the POR

.

Although the Delta/ Pinnacle transaction does not involve the transfer of

international certificate authority from Pinnacle to Delta, the de facto route transfer arises

from the Department’s interpretation that 49 U.S .C. § 41105 applies with respect to a

transaction involving a stock acquisition resulting in the common control of two domestic

airlines holding international authority. 1 DOT precedent supports the J oint Applicants

request. See , e.g. DOT Order 20 00

- 9

- 4 (Delta/ Comair)

.

1 For the purpose of this filing, the Joint Applicants take no position on the Department’s

interpretation of this statutory provision.Joint Application of Delta and Pinnacle

Page 3

Given the de minimis nature of Pinnacle ’s international authority, which involves

service to only one foreign country with liberal aviation regimes, the Joint Applicants

s ubmit that the Department should exercise its discretion to disclaim jurisdiction over this

transaction. Pinnacle only serves the following international routes , pursuant to its U.S.

-

Canada certificate authority : 2

Atlanta

- Montreal,

A tlanta

- Toronto

, Boston

- Toronto,

Cincinnati

- Toronto,

Detroit

- Ottawa,

Detroit

- Montreal,

Detroit

- Toronto,

Minneapolis

- Montreal,

Minneapolis

- Toronto,

New York

- Montreal,

New York

- Toronto

, and

Detroit

- Winnipeg ( seasonally )

Canada is an open skies country, and Delta holds i ndependent authority to serve

Canada

.

In the alternative, the Joint Applicants submit that the de facto route transfers

should be approved as fully consistent with the public interest standards under 49 U.S.C.

§ 41105. Under well

- settled Department policy and precede nt, marketplace transactions

such as this one will be allowed to proceed unless the Department finds that approval of

the transfer “would conflict with important internatio nal aviation policy objectives.” See,

Federal Express Corp. and the Flying Tiger Line, Inc., Order 89

- 3

- 21 at 7; Delta

- Pan

American, Order 91

- 9

- 53.

In this case, there are no international aviation policy concerns, and approval of

the transfers is consistent with the public interest. This transaction will enable Pinnacle

to maintain ex isting international services provided under the Delta code to Canada.

Thus, the transfer will promote U.S. international aviation policy goals by preserving

competitive service options for the travelling and shipping public.

Approval of the international route transfers will have a positive impact on

Pinnacle’s viability. The Delta acquisition will allow Pinnacle to emerge from bankruptcy

2 DOT Order 2008

- 1

- 1 in Docket DOT

- OST

- 2007

- 28868

.Joint Application of Delta and Pinnacle

Page 4

and continue to operate as a viable carr ier

. The acquisition will enable Delta to maintain

existing international ser vices using Pinnacle aircraft tailored to the size of the routes

involved. Pinnacle’ s continued operation also provides employment for many of its

current staff.

To the extent the route transfers have any impact on domestic competition it

would be positiv e insofar as enhanced international traffic flow s permit Delta and

Pinnacle to preserve existing service and enhance domestic intergateway and

intragateway competition. 3 As a result, competition in the airline industry will be

enhanced and the trade position of the United States in the international air

transportation market will be strengthened.

Finally, the de facto transfers will not have any adverse impact on Delta or

Pinnacle employees. As described above

, those impacts are clearly positive as it

enables the continued operation of Pinnacle. The acquisition will enhance the

Delta/ Pinnacle relationship and route system operated by these carriers, including

international services, which will have a positive i mpact on employment.

The Joint Applicants have provided the information responses in Exhibit A,

attached hereto, in the event that the Department decides to review this filing under rules

applicable to the transfer of international certificate authority un der 14 C. F. R. §§ 201.4

and 302.1704.

WHEREFORE, Delta Air Lines, Inc. and Pinnacle Airlines , Inc. respectfully

request the Department to disclaim jurisdiction over this transaction or, in the alternative,

approve the de facto route transfer of Pinnalces ’s international authority to Delta. The

Joint Applicants also request that the Department grant such other relief that the

Department may find appropriate under the circumstances.

3 The Department’s jurisdiction over this transaction “is limited to t he transfer of the

routes over which we have jurisd iction under [ 49 U.S.C. § 41105] ”. Order 91

- 9

- 53, at 9.Joint Application of Delta and Pinnacle

Page 5

Respectfully submitted,

/s/ Brian T. Hunt /s/

_______________________ _____________________

Brian T. Hunt

Vice President and General Counsel

PINNACLE AIRLINES, INC. Alexander Van der Bellen

Managing Director, Government Affairs

& Associate General Counsel

DELTA AIR LINES, INC.EXHIBIT A

1. Delta is a corporation organized and existing under and pursuant to the laws of

the State of Delaware. Delta’s general offices are located at 1030 Delta

Boulevard, Hartsfield Atlanta International Airport, Atlanta, Georgia, 30320.

2. Pinnacle is a corporation organized and existing under and pursuant to the laws

of the State of Georgia . Pinnacle’s general offices are located at One Commerce

Square, 40 South Main Street, Memphis, TN 38103

.

3. Delta and Pinnacle are both citizens of the Unit ed States as defined in 49 U.S. C.

§ 40102 (a) (15). There will be no changes to Delta’s citizenship as a result o f the

transaction, which results in the 100% acquisition of Pinnacle ’ s outstanding

shares by Delta . Delta has determined by reasonable investigation that its

President and more than two

- thirds of its directors and managing officers are

citizens of the United States, and that at least seventy

- five percent (75%) of its

voting interest is owned and controlled by persons who are citizens of the United

States. Delta is prepared to furnish such evidence, by affidavit or otherwise, as

the Department may requir e, to establish these facts.

4. Delta and Pinnacle have each been found by the Department to be fit, willing and

able to perform the services proposed herein. Delta and Pinnacle request that

the Department take official notice, pursuant to Rule 24 of the Depa rtment’s rules

of practice, of all data and certificates on file with the Department that establish

each carrier’ s fitness.

5. Pinnacle operates as a Delta Connection carrier. Following Pinnacle’s

emergence from Chapter 11 bankruptcy protection pursuant to the POR,

Pinnacle will be a wholly owned subsidiary of Delta operating as a separate Delta

Connection carrier

. The new parent/subsidiary relationship will not result in any

material changes in the business, management, or continuing fitness of Pinnacle

or Delta.Joint Application of Delta and Pinnacle

Page 7

6. Following the acquisition, Delta and its Pinnacle subsidiary will continue to be fit

in that they will continue to (1) possess the managerial skills and technical ability

to conduct the proposed services; (2) have access to financial resources

suffi cient to conduct the proposed operations without undue risk to consumers;

and (3) comply with the law and regulations imposed by Federal and State

agencies.

7. The affected routes are:

Atlanta

- Montreal

Atlanta

- Toronto

Boston

- Toronto

Cincinnati

- Toronto

Detroit

- Ottawa

Detroit

- Montreal

Detroit

- Toronto

Minneapolis

- Montreal

Minneapolis

- Toronto

New York

- Montreal

New York

- Toronto

Detroit

- Winnipeg ( seasonally )

All of these routes are operated pursuant to Pinnacle’s U.S.

- Canada open skies

certificate, DOT Order 2008

- 1

- 1.

8. The Joint Applicants ask that the Department take official notice, pursuant to

Rule 24, of Pinnacle ’s schedules as published in the Official Airline Guide

(“OAG”).

9. There will be no impact on the environment as a result of the change in

ownership of Pinnacle . To the extent that any requirement to prepare an

environmental analysis may exist under the DOT’s procedural regulations, the

Joint Applicants hereby request a waiver of such requirements.Joint Application of Delta and Pinnacle

Page 8

CERTIFICATE OF SERVICE

A copy of the foregoing Joint Appli cation has been served this 14 th day of March, 2013

upon the following persons via email:

Air Carrier Name Email Address

ABX Air Robert Silverberg rsilverberg@sgbdc.com

Alaska Airlines Marshall Sinick msinick@ssd.com

Alaska Airlines Megan Lawrence Megan.Lawrence@alaskaair.com

Alaska Airlines Kyle Levine kyle.levine@alaskaair.com

ALPA R. Russell Bailey russell.bailey@alpa.org

American Francis Heil francis.heil@aa.com

American James Kaleigh james.kaleigh@aa.com

American Robert Wirick robert.wirick@aa.com

Amerijet John Richardson jrichardson@johnlrichardson.com

Arrow Cargo Pierre Murphy pmurphy@lopmurphy.com

ASTAR (DHL) Stephen Lachter slachter@lachter

- clements.com

Atlas Air, Inc. Russell Pommer rpommer@atlasair.com

British Airways Don Hainbach dhainbach@ggh

- airlaw.com

Centurion John Mietus john@mietuslaw.com

Evergreen Ben Graves ben.graves@evergreenairlines.com

Evergreen John Palo john.palo@evergreenairlines.com

Evergreen Ranjit Seth ranjit.seth@evergreenairlines.com

Expre ssJet/ASA Gerald Murphy gmurphy@crowell.com

Federal Express Angie Garbuzinski anbird@fedex.com

Federal Express Sandra Lunsford sllunsford@fedex.com

Frontier/Republic Bob Cohn robert.cohn@hoganlovells.com

Frontier/Republic Pat Rizzi patrick.rizzi@hoganlov ells.com

Gemini Air Cargo Moffett Roller mroller@rollerbauer.com

Hawaiian Jonathan Hill jhill@dowlohnes.com

JetBlue Robert Land robert.land@jetblue.com

Kalitta Air Mark Atwood matwood@cozen.com

Lynden Air Cargo Garry White gwhite@lac.lynden.com

Lynden Air Cargo Judy McKenzie judy@lynden.com

Mesa Air Brian Gillman brian.gillman@mesa

- air.com

North American Malcolm Benge mlbenge@zsrlaw.com

Northern Air Cargo Margot Wiegele mwiegele@nac.aero

Pinnacle Brian Hunt bthunt@pncl.com

Polar Air Cargo Kevin Montgomery kevin.montgomery@polaraircargo.com

SkyWest Lorraine Halloway lhalloway@crowell.com

SkyWest Todd Emerson temerson@skywest.com

Southwest/AirTran Bob Kneisley bob.kneisley@wnco.com

Spirit Airlines David Kirstein dkirstein@yklaw.com

Spiri t Airlines Joanne Young jyoung@yklaw.com

Sun Country John Fredericksen john.fredericksen@suncountry.com

United Dan Weiss dan.weiss@united.com

United Jonathan Linde jonathan.linde@united.com

United Oracio Marquez oracio.marquez@united.com

United Thomas Bolling thomas.bolling@united.com

UPS Anita Mosner anita.mosner@hklaw.com

US Airways Benjamin Slocum benjamin.slocum@usairways.com

US Airways Howard Kass howard_kass@usairways.com

Virgin America Barbara Russell barbara.russell@virginamerica. com

World Airways Mark McMillin mcmillin@woa.comJoint Application of Delta and Pinnacle

Page 9

Name Email Address

Esta Rosenberg esta.rosenberg@dot.gov

John Allen john.allen@faa.gov

Brian Hedberg brian.hedberg@dot.gov

Paul Gretch paul.gretch@dot.gov

Info info@airlineinfo.com