60499235.DOC -1- UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY Washington, D.C. ALASKA AIRLINES, INC., et al .,

v. LOS ANGELES WORLD AIRPORTS, et al . Docket No. OST-2007-27331



### COMPLAINANTS’ AND RESPON DENTS’ JOINT MOTION TO EXTEND THE STAY IN THIS PR OCEEDING TO JUNE 30, 2012

M. Roy Goldberg SHEPPARD MULLIN RICHTER & HAMPTON LLP 1300 I Street, NW Suite 1100 East Washington, DC 20005-3314 Phone: (202) 218-0007 Fax: (202) 218-0020 rgoldberg@sheppardmullin.com Counsel for: AirTran Airways, Inc. ATA Airlines, Inc. Frontier Airlines, Inc. Midwest Airlines, Inc. Southwest Airlines Co. US Airways Group, Inc. Steven S. Rosenthal Jeffery A. Tomasevich J.D. Taliaferro K AYE S CHOLER LLP 901 Fifteenth Street, NW Washington, DC 20005 Phone (202) 682-3500 Fax: (202) 682-3580 email: srosenthal@kayescholer.com jtomasevich@kayescholer.com jtaliaferro@kayescholer.com Carmen A. Trutanich Los Angeles City Attorney Raymond S. Ilgunas, General Counsel, Los Angeles World Airports
L OS A NGELES C ITY A TTORNEY ’ S O FFICE Los Angeles World Airports One World Way Los Angeles, CA 90045 Phone: (424) 646-5010 Counsel for RespondentsCOMPLAINANTS’ AND RESPONDENT S’ JOINT MOTION TO EXTEND THE STAY IN THIS PROCEEDING TO JUNE 30, 2012

60499235.DOC -2- Robert W. Kneisley Associate General Counsel Leslie Abbott Attorney SOUTHWEST AIRLINES CO. 1901 L Street, N.W. Suite 640 Washington, DC 20036 Howard Kass Vice President, Legal and Government Affairs US AIRWAYS GROUP, INC. 1401 H Street, N.W. Suite 1075 Washington, DC 20005 Jacqueline Peter Counsel FRONTIER AIRLINES, INC. 7001 Tower Road Denver, Colorado 80249
Steve Rossum Executive Vice President & General Counsel AIRTRAN AIRWAYS, INC. 9955 AirTran Boulevard Orlando, Florida 32827 Edward P. Faberman WILEY REIN LLP 1776 K Street, N.W. Washington, DC 20006 Counsel for Air Tran Airways, Inc.

DATED: December 1, 2011COMPLAINANTS’ AND RESPONDENT S’ JOINT MOTION TO EXTEND THE STAY IN THIS PROCEEDING TO JUNE 30, 2012

60499235.DOC -1- The T1/T3 Airlines 1 and Los Angeles World Airports 2 (“LAWA”) (collectively, the “Parties”) hereby jointly move to continue the stay, and to extend the deadline for filing written submissions on certain procedur al and evidentiary issues (the “Remanded Issues”) remanded by the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”), fo r an additional seven month period, i.e., from December 1, 2011 to June 30, 2012. BACKGROUND AND REQUEST FOR RELIEF On November 24, 2009, following remand of certain issues by the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”), DOT issued the November 24 Notice in this case. The November 24 Notice directed the T1/T3 Airlines and LAWA “to advise the Department . . . whether there is a possibility of settlement on the issues remanded” by the D.C. Circuit. November 24 Notice, at 5. The November 24 Notice further directed another submission on procedural issues at a later date. Id

. Following LAWA’s and the T1/T3 Airlines ’ initial submissions on December 2, 2009 and December 4, 2009, respectively, the Partie s held a conference call with DOT on December 16, 2009. During that call, the Partie s discussed additional procedural issues, and DOT subsequently issued the First Order, directing the Parties to file, no later than

1 The T1/T3 Airlines are six air carriers that on February 16, 2007, filed with DOT's Office of the Secretary a “Joint Complaint in Opposition to New Terminal Charges at Los Angeles International Airport.” Although Alaska Air lines, Inc. was a Co mplainant in this matter, by Joint Stipulation dated June 22, 2011, Alaska and LAWA requested that Alaska be dismissed from this proceeding with prejudice. 2 Respondents in this case are LAWA, the Los Angeles Board Of Ai rport Commissioners (“BOAC”), and the City Of Los Angeles, Cali fornia (“City”). As used herein, LAWA refers to all Respondents.COMPLAINANTS’ AND RESPONDENT S’ JOINT MOTION TO EXTEND THE STAY IN THIS PROCEEDING TO JUNE 30, 2012

60499235.DOC -2- January 18, 2010, additional comments with regard to the five issues remanded by the D.C. Circuit as set forth in the November 24 Notice. On January 11, 2010, the T1/T3 Airlines and LAWA filed a joint motion to extend deadlines in this proceeding in order to attempt to reach agreement on the issues identified in the Notice. In its January 21 Order, DOT granted the Parties’ motion to extend the deadline to provide written submissions on re maining written and evidentiary issues from January 18, 2010 to October 18, 2010, but directed the Par ties to file periodic reports regarding the status of settlement negotiations. The first such report was due March 18, 2010, with successive reports to be filed approximately every 60 days thereafter. By the time of DOT’s January 21 Orde r, the T1/T3 Airlines and LAWA had already reached agreement on one of the five remanded issue identified by the November 24 Notice; namely, the “[t]imeliness of [the] T1 Airlines’ objection to fair market valuation” used by LAWA in setting base re nt (also known as the “Base Charge”) at LAX Terminal 1. November 24 Notice at 2. The four remaining D.C.-Circuit-remanded issues from the DOT’s November 24 are:

• Airfield vs. non-airfield space. “We must therefore grant the Tl/T3 Airlines’ petition and again remand the matter to the DOT either to justify or to abandon its disparate treatment of airfield and non-airfield space.”

• Other aeronautical uses of terminal space. “We grant the City's petition in this respect and direct the DOT on remand, either to justify or to abandon its objection to the City's considering non-aeronautical uses when setting terminal rents based upon FMV.”

• Burden of persuasion on rentable space. “We therefore grant th e City's petition to the extent of directing the DOT on remand to revisit the Tl/T3 Airlines’ complaint of discrimination and to apply to them the burden of persuasion that their disparate treatment is unjust.”COMPLAINANTS’ AND RESPONDENT S’ JOINT MOTION TO EXTEND THE STAY IN THIS PROCEEDING TO JUNE 30, 2012

60499235.DOC -3- • Monopoly power. “On remand the DOT must expl ain why this case does not present the “extraordinary situation” in which alleged monopoly power is relevant to a fee dispute or, if it cannot, then go on to consider whether LAX had monopoly power in a relevant geographic market.” November 24 Notice at 2-3. In a “Second Order” dated November 18, 2010 the DOT ordered the Parties to file a written status report and invited the parties to file, by January 17, 2011, written submissions on: 1. Whether the current record evid ence on the four remaining remanded issues is sufficient or re quires supplementation; 2. What, if any, additional fact finding or evidence is contemplated and for which of the remanded issues; 3. The justification for such a dditional fact finding or evidence; 4. Whether an oral evidentiary hearing is necessary to hear the new evidence, if any; and 5. Any other procedural or evidentiar y issues the parties wish to note. However, in response to a joint submi ssion of the parties dated December 15, 2010, which described efforts being made to re solve the outstanding disputes, DOT, in its Third Order, agreed to stay the remand proceedings until August 1, 2011 to allow the parties additional time to attempt to resolve the remaining issues. DOT also ordered the parties to file periodic Joint Status Reports. On June 22, 2011, Alaska Airlines and LAWA filed a Joint Stipulation for Dismissal, indicating that Al aska and LAWA have resolved their claims against each other. On July 28, 2011, the Parties filed a Joint Motion to Exte nd the Stay until December 1, 2011. As noted in the Parties’ July 28 motion, the remaining Parties haveCOMPLAINANTS’ AND RESPONDENT S’ JOINT MOTION TO EXTEND THE STAY IN THIS PROCEEDING TO JUNE 30, 2012

60499235.DOC -4- not settled any of the four remaining remanded issues, but remain interested in trying to resolve the issues among themselves. Since July 28, 2011, the Parties have engage d in multiple meetings. As noted in the Parties’ most recent Joint Status Report, filed on June 15, 2011, the remaining Parties have not settled any of the four remaining remanded issues , but remain interested in trying to resolve the issues among themselves. The Parties remain in discussions, and because the Parties anticipate that they will need additional time to continue negotiations, they respectfully request that DOT stay fu rther proceedings in this case until June 30,
2012.