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:

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: July 23, 2010 Notice: Any party wishing to answer this application should do so on or before August 9, 2010, and serve a copy on the persons listed above as well as all persons on the attached Service List.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: July 23, 2010

APPLICATION OF UNITED AIR LINES, INC. TO AMEND AN EXEMPTION United Air Lines, Inc. (“United”) here by applies pursuant to 49 U.S.C. § 40109 to amend its exemption from 49 U.S.C. § 41101 is sued in the above-referenced docket to include authority to offer services between points in the United States and points in

Ecuador under its code-share arrangement with Continental Airlines (“Continental”). United is seeking this amendment in order to utilize rights now available to U.S. carriers under the newly amended U.S.-Ecuador Air Services Agreement. In support of this application, United states the following:

1. By Notice of Action Taken dated September 18, 2009 (“September 18, 2009 NOAT”) in the above-captioned docket, th e Department issued United a two-year exemption authorizing the display of the “ UA” designator code on flights operated by Continental and, where applicab le, Continental’s affiliated network carriers (ExpressJet and Continental Micronesia) in select intern ational markets for which United did not hold certificate or exemption authority.Application of United Page 2

2. Pursuant to 49 U.S.C. § 40109, United now seeks to amend the exemption authority granted in the September 18, 2009 NOAT in order to permit the display of the “UA” designator code on flights operated by Continental between the United States and

Ecuador. 1 The proposed code-share services ar e fully consistent with the amended agreement concluded on June 4, 2010 by representatives of the United States and Ecuador, which became effective upon signature on July 21, 2010.

3. These services will provide substantial consumer benefits by expandingthe service options of U.S. passengers and shippers through United’s ability to offer online services to Ecuador, which it currently does not serve. United provides frequent

services to Continental’s H ouston gateway from all of its U.S. hubs, offering one-stop connections to Quito. The service will al so offer online connections to points on

United’s network served from its hubs. Benef its to consumers will also include one-stop check-in, frequent flyer program enhancements , improved interline services for baggage and more convenient, coordinated connections.

4. United and Continental intend to begi n code-share services under this exemption when all regulatory approvals are obtained

. United will comply with the Department’s rules on codesharing set forth in Part 257 of the Department’s Regulations. The amended exemption authority to serve Ecua dor should be issued for a term to expire at the same time as the other exemption authority in the September 18, 2009 NOAT—i.e., September 18, 2011. A common expiration date will facilitate United’ s renewal of all

1 United in a Joint Application filed with Continental on June 24, 2010, in Docket DOT-OST2010-0163 requested, inter alia , that exemption authority such as that issued in this docket be reissued to allow operations by United and/or Con tinental pending their merger. In that joint application they asked that the authority request ed therein include any amendments, such as that requested herein, issued subsequent to June 24, 2010. Joint Application, supra , Attachment B, p.1, n.1.Application of United Page 3 exemption authorities for its code share with Continental in a cons olidated application prior to the common expiry date.

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 2010-05-17 (U.S.-Mexico), 2007-4-19 (Blanket Open Skies Route Authority), and 2006-1-1 (C ertificate for Blanket Route Integration)

and Notice of Action Taken dated Ju ne 15, 2009 in DOT-OST-2004-19148 (renewing United’s broad code-share exemption authority ). United is fit, willing and able to perform scheduled air transportation at issue in this application. Un ited requests that the Department take official notice, pursuant to Rule 24 of its Rules of Practice (14 CFR Part 302), of all data filed to es tablish United’s fitness. WHEREFORE, on the basis of the fore going, United respectfully requests the Department to amend its existing exemption au thority in this docket to allow the display of United’s “UA” designator code on services operated by Continental between points in the United States and points in Ecuador as described above and such other and further relief as the Department deems to be consistent with the public interest. Respectfully submitted,

Steve Morrissey Managing Director, International & Regulatory Affairs UNITED AIR LINES, INC.

DATED: July 23, 2010CERTIFICATE 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: byerlyjr@state.gov carl.nelson@aa.com donna.kooperstein@usdoj.gov dwight.moore@ustranscom.mil hkamen@coair.com howard_kass@usairways.com john.allen@faa.gov sascha.vanderbellen@delta.com rbkeiner@crowell.com gmurphy@crowell.com

Annalei Avanceña Advisor—Regulatory Affairs

Dated: July 23, 2010