BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

___________ ______________________________ __ Joint Application of )

)

AMERICAN AIRLINES, INC. )

US AIRWAYS, INC. )

AMERICAN EAGLE AIRLINES, INC. ) Docket DOT

- OST

- 201 3

-

____ PSA AIRLINES

, INC

. )

PIEDMONT AIRLINES, INC. )

)

for a n exemption pursuant to 49 U.S.C. § 4 0109 )

_________________________________________ __ )

JOINT APPLICATION OF AMERICAN AIRLINES, INC., US AIRWAYS, INC.

, AMERICAN EAGLE AIRLINES, INC., PSA AIRLINES, INC., AND PIEDMONT

AIRLINES, INC. FOR AN EXEMPTION

Communications with respect to this document should be sent to:Stephen L. Johnson Virasb Vahidi

Executive Vice President, Senior Vice President

– Marketing and

Corporate and Government Affairs Planning and Chief Commercial Officer

US Airways, Inc. American Airlines, Inc.

111 West Rio Salado Parkway P.O. Box 619616, MD 5634

Tempe, AZ 85281 DFW Airport, Texas 75261

Howard Kass William K. Ris, Jr.

Vice President, Legal and Senior Vice President

– Government

Government Affairs and Regulatory Affairs

American Airlines, Inc.

Benjamin T. Slocum 1101 17 th Street, NW

Director, Legal and Washington, DC 20036

Government Affairs

Robert A. Wirick

US Airways, Inc. Managing Director, Regulatory and

1401 H Street, NW, Suit e 1075 International Affairs

Washington, DC 20005 American Airlines, Inc.

(202) 326

- 5153 P.O. Box 619616, MD 5434

howard.kass@usairways.com DFW Airport, Texas 75161

benjamin.slocum@usairways.com robert.wirick@aa.com

Francis C. Heil

Senior Attorney

American Airlines, Inc.

1101 17 th Street, NW , Suite 600

Washington, DC 20036

(202) 496

- 5642

francis.heil@aa.com

NOTICE: Any person who wishes to support or oppose this application must file an

answer by May 2, 2013 , and must serve that answer on the Joint

Applicants and all persons served with this Joint Application.

April 17 , 2013BEFORE THE

U.S. DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

_________________________________________ __ Joint Application of )

)

AMERICAN AIRLINES, INC. )

US AIRWAYS, INC. ) Docket DOT

- OST

- 201 3

-

____ AMERICAN EAGLE AIRLINES, INC. )

PSA AIRLINES

, INC. ) April 17 , 2013

PIEDMONT AIRLINES, INC. )

)

for an exemption pursuant to 49 U.S.C. § 40109 )

_________________________________________ __ )

JOINT APPLICATION OF AMERICAN AIRLINES, INC., US AIRWAYS, INC.

, AMERICAN EAGLE AIRLINES, INC., PSA AIRLINES, INC., AND PIEDMONT

AIRLINES, INC. FOR AN EXEMPTION

Pursuant to 49 U.S.C. § 40109

, American Airlines, Inc. (“AA”) (and its wholly

owned subsidiar y American Eagle Airlines, Inc.), and US Airways, Inc. (“US Airways”)

(and its wholly

- owned subsidiaries PSA Airlines, Inc. and Piedmont Airlines, Inc.)

(collectively, the “Joint Applicants”) h ereby apply for an interim exemption from the

provisions of 49 U.S.C. § 41105, to the extent necessary to permit the Joint Applicants

to consummate the ac quisition of US Airways by AA’s corporate parent, AMR Corp.

(“AMR”)

.

The parties plan to close the tra nsaction upon completion of the pre

- merger

review procedures by the Department of Justice pursuant to the Hart

- Scott Rodino

Antitrust Improvements Act of 1976 (“HSR Act”)

, receipt of shareholder approval of the

acquisition transaction, and confirmation of AMR’s bankruptcy plan of reorganization, so

AA and US Airways can operate under common control pending a final decision by the

Department on the Joint Applicant’s concurrently filed application for approval of the de

facto transfer to AA of US Airways’ int ernational route authorities under 49 U.S.C. §

41105.

In support of this Joint Application, the Joint Applicants state as follows:Joint Application for Exemptions

2 1. On February 14 , 2013, AMR and US Airways Group, Inc. (“USAG”)

entered into a Merger Agreement whereby AMR will acquire USAG, the corporate

parent of US Airways , and eventually merge US Airways into AA. As a result of the

acquisition, US Airways will become a who lly

- owned subsidiary of AMR (which will

change its name to American Airlines Group, Inc.). Following the acquisition , AA and

US Airways will be commonly owned and controlled but will continue to operate

separately until their operations ca n be integrated and conducted as a single airline.

2. The Joint Applicants are concurrently filing an application under 49 U.S.C.

§ 4110 5 requesting approval of the de facto transfer of US Airways’ international route

authorities to AA.

3. The acquisition of US Airways by AMR is subject to the pre

- merger review

procedures by the Department of Justice pursuant to the HSR Act , as well as to the

jurisdiction of the court in AMR’s bankruptcy proceeding . The Joint Applicants plan to

consummate the stock acquisition as soon as the HSR Act procedures are completed

,

the transaction receives stockholder approval , and AMR’s plan o f reorganization is

co nfirmed

.

4. Following the stock acquisition, AA and US Airways will be commonly

owned, but will continue to operate as separate airline s pending final decision by the

Department on the concurrently filed Section 41105 route transfer application and for

some period of time thereafter. Thus, there will be no actual transfer of economic

authority associated with the acquisition, and the acq uisition could be reversed should

the Department ultimately determine that approval of the transfer i s not in the public

interest. AA and US Airways are willing to accept the standard condition imposed on

such exemptions requiring that the carriers contin ue to be maintained and operated asJoint Application for Exemptions

3 separate corporations until the Department makes final a decision on their jointly filed

route transfer application. 1

5. The grant of the requested exemption would be consistent with the

Department’s past practice and pre cedent. The Department previously granted similar

exemptions to Continental Airlines, Inc. and United Air Lines, Inc. :

The Joint Applicants correct ly note that our grant of exemptions in cases

such as this is contingent upon the air carriers ... remaining s eparate and

independently operated corporations until a ruling has been made on the

underlying de facto transfer case. In this case... we see no reason to

withhold exemption authority pending Department action on the certificate

transfer application. As lo ng as Continental and United remain separate

entities, should we disapprove the proposed transfer application wither in

whole or in part, United Continental Holdings could divest itself of

Continental.

DOT Order 2010

- 8

- 15, p.2

- 3

Likewise, the Department also granted similar exemptions to Delta Air Lines, Inc. and

Northwest Airlines, Inc. 2

1 See, e.g., DOT Order 2010

- 8

- 15 (United/Continental); DOT Order 2008

- 10

- 29, p.3 (Delta/Northwest);

DOT Order 2005

- 8

- 21, p.2

- 3 ( America West/US Airways ) ; and DOT Order 2005

- 6

- 4, p.3 ( World/North

American )

. 2 See DOT Order 2008

- 10

- 29, p.3 (citing DOT Order 2001

- 9

- 16, p.4; DOT Order 99

- 4

- 5, p.4; DOT Order

97

- 11

- 8, p.5; DOT Order 97

- 9

- 3, p.3; and DOT Order 89

- 1

- 60, p.4). See also DOT Order 2007

- 12

- 28, p.3

(ABX/Capital Cargo/ATI) and DOT Order 2005

- 8

- 21, p.2 (America West/US Airways/PSA).Joint Application for Exemptions

4 WHEREFORE, the Joint Applicants request the Department to grant the

exemption requested herein. The Joint Applicants further request that the Department

grant them such other relief as it considers to be consistent with this Joint Application

and the public interest.

Respectfully submitted this 17 th day of April 2013

,

________ ______________ ___________ _____________ Howard Kass Francis C. Heil

Vice President, Legal and Senior Attorney

Government Affairs American Airlines, Inc.

1101 17 th Street NW, Suite 600

Benjamin T. Slocum Washington, DC 20036

Director, Legal and (202) 496

- 5642

Government Affairs francis.heil@aa.com

US Airwa ys, Inc

. 1401 H Street, NW, Suite 1075

Washington, DC 20005

(202) 326

- 5153

howard.kass@usairways.com

benjamin.slocum@usairways.comCERTIFICATE OF SERVICE

I certify that, on April 17, 2013 I caused to be served a copy of the foregoing Joint

Application by email upon those addressees listed below:

urskr@state.gov (Department of State)

paul.gretch@dot.gov (Department of Transportation)

esta.rose nberg@dot.gov (Department of Transportation)

todd.homan@dot.gov (Department of Transportation)

brian.hedberg@dot.gov (Department of Transportation)

brett.kruger@dot.gov (Department of Transportation)

john.allen @faa.gov (Federal Aviation Administration)

dan.weiss@united.com (United)

steve.morrissey@united.com (United)

karine.faden@united.com (United)

jonathan.linde@united.com (United)

sascha.vanderbellen@delta.com (Delta)

jhill@dowlohnes.com (Counsel for JetBlue and Hawaiian)

perkmann@dowlohnes.com (Counsel for JetBlue and Hawaiian)

robert.land@jetblue.com (JetBlue)

msinick@ssd.com (Counsel for Alaska)

jyoung@yklaw.com (Counsel for Spirit)

dkirstein@yklaw.com (Counsel for Spirit)

bob.kneisley@wnco.com (Southwest)

leslie.ab bott@wnco.com (Southwest)

ethan.blank@rjet.com (Republic)

robert.cohn@hoganlovells.com (Counsel for Republic)

patrick.rizzi@hoganlovells.com (Counsel for Republic)

john.fredericksen@suncountry.com (Sun Country)

rpommer@atlasair.com (Atlas)

anita.mosner@hklaw.com (Counsel for UPS)

jennifer.nowak@ hklaw.com (Counsel for UPS)

cefelts@fedex.com (FedEx)

nssparks@fedex.com (FedEx)

kevin.montgomery@polaraircargo.com (Polar)

matwood@cozen.com (Counsel for Kalitta)

_________________________

Benjamin T. Slocum