Order 2010-11-11 

Served: November 10, 2010 

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UNITED STATES OF AMERICA 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

Issued by the Department of Transportation 

on the 10'*" day of November, 2010 

Application of 

COMPASS AIRLINES, INC. 

for a disclaimer of jurisdiction and reissuance of 

certificate or, alternatively, approval of the transfer 

of its certificate under 49 U.S.C. § 41105 

Docket DOT-OST-2010-0242 

ORDER CONFIRMING ORAL ACTION 

AND REISSUING CERTIFICATE 

Summary 

By this order, we (1) confirm our oral action of October 1, 2010, disclaiming jurisdiction over 

the transfer of the interstate scheduled certificate and other operating authorities issued to 

Compass Airlines, Inc., to Compass Airlines, LLC, and (2) reissue the air carrier's interstate 

certificate. 

Background 

Established as a corporation under the laws of the State of Delaware, Compass Airlines, Inc., 

(Compass) is an operating air carrier that holds a certificate of public convenience and necessity 

to engage in interstate scheduled passenger air transportation,' as well as other operating 

authorities." On September 28, 2010, Compass filed an application in Docket DOT-OST-2010-

0242 requesting that the Department disclaim jurisdiction over the transfer of its operating 

authorities to Compass Airlines, LLC (Compass LLC), a newly-formed Delaware limited 

liability company.^ 

Compass states that the transfer of its operating authority is incidental to an intra-corporate 

reorganization for business and tax purposes. The company further states that the reorganization 

will not result in any material changes to the ownership, citizenship, management, control. 

' See Order 2008-6-17, as reissued on June 16, 2008. 

^ Compass holds the following international authorities: U.S. - Canada Open Skies Exemption, issued by Notice 

of Action Taken, dated August 16, 2010, and Blanket Statement of Authorization for Compass to display the KL 

code between (1) points in the U.S. and (2) points in the U.S and points in third countries. 

' In its application, Compass also requests that the Department register the trade names "Compass Airlines" and 

"Compass Airlines, LLC." 
operations, financial condition, assets, liabilities, or net worth of the company. Compass 

contends that the transfer will allow the air carrier to continue to operate while optimizing its 

operational and financial resources, thereby enhancing competition in the domestic and 

international marketplace and benefiting airline employees. The corporate reorganization, 

subsequently, became effective on October 1, 2010. 

No answers opposing Compass' application were filed in the docket. 

Decision 

Upon review of the information provided by Compass, we have decided to disclaim jurisdiction 

over the carrier's reincorporation as a Delaware limited liability company. Compass advises that 

the reincorporation will have no effect on its actual ownership, control, management, citizenship, 

financial condition, or operations. In previous cases, the Department has disclaimed jurisdiction 

over similar corporate reorganizations based on the conclusion that the circumstances of the 

proposed transfer did not fall within the meaning of section 41105 of the Transportation Code."^ 

Since the applicant advises that there will be no ownership changes or changes in fitness-related 

areas as a result of the transfer to Compass LLC, we see no reason not to do so here. Therefore, 

on October 1, 2010, we orally advised Compass of this decision. By this order, we confirm our 

oral action and reissue Compass' certificate to reflect the Compass LLC name. ' 

ACCORDINGLY, 

1. We confirm our oral action of October 1, 2010, disclaiming jurisdiction over the transfer of 

the interstate scheduled passenger certificate currently held by Compass Airlines, Inc., to 

Compass Airlines, LLC. 

2. We reissue the interstate scheduled passenger certificate issued to Compass Airlines, Inc., by 

Order 2008-6-17 in the form attached.^ 

^ See, for example, Orders 96-4-18 and 2003-3-2. 

' We will make the reissued certificate effective on October 1, 2010. 

^ The reissued certificate also amends a provision that conditioned the effectiveness of Compass' authority on the 

air carrier remaining a wholly-owned subsidiary of Northwest Airlines Corporation ("NWAC"), which became a 

wholly-owned subsidiary of Delta Air Lines, Inc., on October 29, 2008. The Department initially imposed the 

condition on Compass' authority when the air carrier requested to conduct operations independent of a fee-forservice agreement. Considering that Compass was wholly-owned by NWAC, and NWAC demonstrated the 

financial wherewithal necessary to support independent operations conducted by Compass, the Department limited 

Compass' operations provided that the air carrier remained wholly-owned by NWAC. 

In June 2010, the Department was advised that Compass would to be acquired by Trans States Holdings, Inc. 

(Trans States), the parent company of Trans States Airlines, Inc., and GoJet Airlines, LLC. Shortly thereafter, on 

July 1, 2010, in accordance with the provision of 14 CFR section 204.5, Trans States submitted information to the 

Department in coimection with its proposed acquisition of Compass. Since, following Trans States acquisition of 

Compass, the air carrier would continue to be a wholly-owned subsidiary of another entity possessing the financial 

wherewithal to support its independent operations, by letter dated August 6, 2010, the Department notified Compass 

that we found that Compass continued to remain fit under its new ownership. Thus, we are amending Compass' 

certificate to reflect this finding and condition the effectiveness of the air carrier's authority on it remaining a 

wholly-owned subsidiary of Trans States. 

^ We consider the other authorities contained in footnote 2 above also to be resissued to reflect the effective date 

and name change. 
3. We acknowledge registration of the trade names "Compass Airlines" and "Compass Airlines, 

LLC." 

4. We will serve a copy of this order on the persons listed in Attachment A. 

By: 

SUSAN L. KURLAND 

Assistant Secretary 

for Aviation and International Affairs 

An electronic version of this document is available on the World Wide Web at: 

http://www. regulations, gov 
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Certificate of Public Convenience and Necessity 

for 

Interstate Air Transportation 

(as reissued) 

This Certifies That 

COMPASS AIRLINES, LLC 

d/b/a DELTA CONNECTION 

d/b/a COMPASS AIRLINES, INC. 

d/b/a COMPASS AIRLINES 

is authorized, subject to the provisions of Subtitle VII of Title 49 of United 

States Code, the orders, rules, and regulations issued thereunder, and the 

attached Terms, Conditions, and Limitations, to engage in interstate air 

transportation of persons, property, and mail. 

This Certificate is not transferable without the approval of the Department of 

Transportation. 

By Direction of the Secmtary 

Issued by Order Susan L. Kurland 

On October Assistant Secretary for Aviation 

Effective on October 1, 2010 and International Affairs 
Attachment 

*As reissued by 

Order 

Terms, Conditions, and Limitations 

COMPASS AIRLINES, LLC 

d/b/a DELTA CONNECTION 

'^i^ ^ "^ d/b/a COMPASS AIRLINES, INC. 

d/b/a COMPASS AIRLINES 

is authorized to engage in interstate air transportation of persons, property, and mail between any 

point in any State, territory, or possession of the United States or the District of Columbia, and any 

other point in any of those entities. 

This authority is subject to the following provisions: 

(1) The holder shall at all times conduct its operations in accordance with the regulations 

prescribed by the Department of Transportation for the services authorized by this certificate, and with 

such other reasonable terms, conditions, and limitations as the Department of Transportation may 

prescribe in the public interest. 

(2) The holder's authority under this certificate is effective only to the extent that such operations 

are also authorized by the Federal Aviation Administration (FAA), and comply with all U.S. 

Government requirements concerning security, including, but not limited to 49 CFR Part 1544.** 

(3) The holder shall at all times remain a "Citizen of the United States" as required by 49 U.S.C. 

40102(a)(15). 

(4) The holder shall maintain in effect liability insurance coverage as required under 14 CFR 

Part 205. Failure to maintain such insurance coverage will render a certificate ineffective, and this or 

other failure to comply with the provisions of Subtitle VII of Title 49 of the United States Code or the 

Department's regulations shall be sufficient grounds to revoke this certificate. 

(5) The authority contained in this certificate shall remain effective only so long as the holder 

remains a wholly owned subsidiary of Trans States Holdings, Inc. 

(6) The holder is authorized to conduct charter flights in interstate and/or foreign air 

transportation in accordance with the provisions of 14 CFR 212. 

* This certificate is being reissued to reflect its new corporate name and trade names, as well as amend a 

condition. 

To assure compliance with all applicable U.S. Government requirements concerning security, the holder 

shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its 

Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation 

Security Administration has determined that security is adequate to allow such airport(s) to be served. 
(7) The holder may reduce or terminate sennce at any point or between any two points, subject to 

compliance with the provisions of 49 U.S.C. 41734 cmd all orders and regulations issued by the 

Department of Transportation under that section. 

(8) The holder may not provide scheduled passenger air transportation to or from Dallas (Love 

Field), Texas, except within the limits set forth in section 29 of the International Air Transportation 

Competition Act of 1979, as amended or as modified by any future legislation addressing access 

restrictions to or from Love Field. 

(9) Should the holder propose any substantial change in its ownership, management, or operations 

(as defined in 14 CFR 204.2(1)), it must first comply with the requirements of 14 CFR 204.5. 

(10) In the event that the holder commences but subsequently ceases all operations for which it was 

found "fit, willing and able, " its authority under this certificate shall be suspended under the terms of 

14 CFR 204.7 and the holder may neither recommence nor advertise such operations unless its fitness 

to do so has been redetermined by the Department. Moreover, if the holder does not resume 

operations within one year of its cessation, its authority shall be revoked for dormancy. 
Attachment A 

SERVICE LIST FOR 

COMPASS AIRLINES, INC. 

MR DAVID HAYES III 

VICE PRESIDENT & GENERAL COUNSEL 

TRANS STATES HOLDINGS INC 

11495 NAVAID ROAD 

BRIDGETONMO 63044 

MR KENNETH P QUINN 

MS JENNIFER TROCK 

COUNSEL FOR COMPASS AIRLINES INC 

PILLSBURY WINTHROP SHAW PITTMAN 

2300 N STREET NW 

WASHINGTON DC 20037 

MR PETER LYNCH AGC-300 

ASST CHIEF COUNSEL FOR 

ENFORCEMENT 

FEDERAL AVIATION ADMINISTRATION 

800 INDEPENDENCE AVE SW 

WASHINGTON DC 20591 

MS ANNE SUISSA, RTS-42 

OFFICE OF AIRLINE INFORMATION 

DOT/RITA/BTS E-34 

1200 NEW JERSEY AVE SE 

WASHINGTON DC 20590 

MR WILLIAM J WEBER 

CERTIFICATION SECTION MANAGER 

FAA AFS-900 

45005 AVIATION DRIVE, SUITE 131 

DULLES, VA 20166 

MR BERNARD STANKUS, RTS-42 

OFFICE OF AIRLINE INFORMATION 

DOT/RITA/BTS E-34 

1200 NEW JERSEY AVE SE 

WASHINGTON DC 20590