BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) UNITED AIR LINES, INC. ) Dockets DOT-OST-2009-0192 ) for an exemption pursuant to 49 U.S.C. § 40109 ) (Continental Code Share) ) )

APPLICATION OF UNITED AIR LINES, INC. TO AMEND AN EXEMPTION Communications with respect to this document should be sent to:

HERSHEL I. KAMEN Vice President International, Regulatory and Policy UNITED AIR LINES, INC. and CONTINENTAL AIRLINES, INC. 1350 I Street, N.W. Washington, D.C. 20005-3389

MARY BARNICLE Director – International &

Regulatory Affairs UNITED AIR LINES, INC. 77 West Wacker Drive, HDQIZ Chicago, IL 60601 STEVE MORRISSEY Managing Director – International & Regulatory Affairs JEFFREY A. MANLEY Senior Advisor – Regulatory Affairs UNITED AIR LINES, INC. 1025 Connecticut Avenue, N.W. Suite 1210 Washington, D.C. 20036 Phone: (301) 229-8571 jeffrey.manley@united.com

Dated: November 17, 2010 Notice: United is requesting expedited trea tment of this application and will poll carrier representatives in the attached Service List. United will advise the Department of the results.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) UNITED AIR LINES, INC. ) Dockets DOT-OST-2009-0192 ) for an exemption pursuant to 49 U.S.C. § 40109 ) (Continental Code Share) ) ) Dated: November 17, 2010

APPLICATION OF UNITED AIR LINES, INC. TO AMEND AN EXEMPTION United Air Lines, Inc. (“United”) he reby applies pursuant to 49 U.S.C. § 40109 and Subpart C of the Department’s Rules of Practice for an amendment of its exemption from 49 U.S.C. § 41101 authorizing it to prov ide scheduled foreign air transportation of persons, property and mail between the Un ited States and various foreign points by displaying its designator code on flights operated by Continenta l Airlines, Inc. (“Continental”). Specifically, United by this application requests the Department to add the Los Angeles, CA-Leon/Guanajuato, Mexico (“LAX-BJX”) city pair to that exemption for code-share services for a period co-exten sive with the existi ng exemption authority issued by Notice of Action Taken dated September 18, 2009, as amended, which will expire on September 18, 2011. In support of this application, United states the following:

1. United is a Delaware corporation with its principal place of business at 77 West Wacker Drive, Chicago, IL 60601. Unite d is a wholly owned subsidiary of United Continental Holdings, Inc. (“UCH”, formerly “UAL Corporation”), which also ownsApplication of United Page 2 Continental. United, Continental and UCH ar e citizens of the United States within the meaning of 49 U.S.C. § 40102. Although ow ned by UCH, Continental and United will continue to operate under th eir respective operating certificates granted by the Federal Aviation Administration (“FAA”) until FAA gran ts them a single operating certificate. Initially, Continental will operate LAX-BJX se rvices in its aircraft and United will code share on those flights. After their operational merger, service will continue in the name

of United.

2. United has been awarded an exemption authorizing it to provide scheduled foreign air transportation of persons, propert y and mail on flights ope rated by Continental

and its affiliated network carriers, inter alia , in several U.S.-Mexico city-pair markets. After DOT’s issuance of this exemption auth ority, the Department authorized Continental to serve LAX-BJX, which the carrier now serves. See, Notice of Action dated September 10, 2010 in Docket DOT-OST-2010-0226. United a nd Continental now wish to display United’s designator code on the LAX-BJX f lights operated by Continental and United hereby requests the addition of that city pair to its exemption already issued in this proceeding, as amended. United will accept and abide by all terms, limitations and conditions that the Department normally atta ches to exemption authority for scheduled foreign air transportation. United asks that the requested exemption remain in effect until September 18, 2011 and subject to terms and conditions already applied to its U.S.- Mexico exemption authority i ssued in this proceeding.

3. The proposed code-share services are fully consistent with the aviation agreement between the United States and Me xico, which allows code sharing between two U.S. flag carriers. There are sufficien t code-share designati ons available under theApplication of United Page 3 U.S.-Mexico Air Services Agreement to a llow United to code share on Continental’s LAX-BJX flights without affecting the rights of any other carrier. These services will also provide substantial cons umer benefits by expanding th e service options of U.S. passengers and shippers through United’s abilit y to offer on-line services from its LAX hub to BJX, a route which United does not curren tly serve. This will offer online benefits to passengers throughout United’s network via connections at LAX where United offers over 180 daily departures to 53 destinations. Benefits to consumers will include one-stop check-in, frequent flyer program enhancements , improved interline services for baggage and more convenient, co ordinated connections.

4. United and Continental intend to begin code-share se rvices under this exemption as soon as all regul atory approvals are obtained. Services will continue under those arrangements until such time as th e pending application in Docket DOT-OST2010-0163 has been approved reissuing Continen tal’s exemption authority for LAX-BJX in the name of Continental and/or United, a llowing United and Continental to operate and

code share on services over each other’s rout es pending merger of their operations into a single carrier operating u nder the name of United. 1

5. United holds various certificates of public convenience and necessity and exemptions authorizing it to engage , inter alia , in scheduled foreign air transportation of persons, property and mail. See, Orders 2010-5-17 (Mexico authorities), 2007-4-19 (Blanket Open Skies Route Authority) a nd 2006-1-1 (Certificate for Blanket Route

1 Services will also be provided by Expre ssJet d/b/a Continental Express depending on seasonal demand. United will also code-share on those flights. ExpressJet operates small aircraft pursuant to a blanket exemption in 14 C.F.R. §§ 206.5, 212.1 and 298.11 and does not require additional authority for such code-share services.Application of United Page 4 Integration) and Notice of Action Taken dated June 15,2009 in DOT-OST-2004-19148 (renewing United's broad code-share exemption authority).

6. United is fit, willing and able to continue performing the scheduled air transportation at issue in this application. United requests that the Department take

official notice, pursuant to Rule 24 of its Rules of Practice (14 C.F.R. § 302.24), of all

data filed to establish United's fitness. United will continue to conduct its operations in

accordance with the terms and conditions of its authority, as well as with all applicable

international agreements.

7. Grant ofthis amendment of United's exemption authority for code-share

service will not affect the commitment of either Continental or United to the CRAF

program. Moreover, the code-share services contemplated herein will not increase the consumption of fuel since they will be performed on flights that are currently being operated. WHEREFORE, on the basis of the foregoing, United respectfully requests the Department to promptly amend United's exemption authority in Docket DOT-OST-2009-

0192 as described above and grant such other and further relief as the Department deems

to be consistent with the public interest.

DATED: November 17,2010 Respectfully submitted,

# H~~~/M Vice President International, Regulatory and Policy UNITED AIR LINES, INC. and CONTINENTAL AIRLINES, INC.CERTIFICATE OF SERVICE I hereby certify that I have this date served a copy of the foregoing document on all persons named below by causing a copy to be sent via email:

barbara.russell@virginamerica.com carl.nelson@aa.com dkirstein@yklaw.com (Spirit) donna.kooperstein@usdoj.gov dwight.moore@ustranscom.mil efaberman@wileyrein.com (Air Tran/Frontier) howard_kass@usairways.com jhill@dowlohnes.com (Hawaiian/Jet Blue) john.allen@faa.gov john.fredericksen@suncountry.com (Sun Country) msinick@ssd.com (Alaska) pmurphy@lopmurphy.com (USA 3000) sascha.vanderbellen@delta.com urskr@state.gov

Annalei Avanceña Advisor—Regulatory Affairs

DATED: November 17, 2010