BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC. ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A. and MESABA AVIATION, INC. for a statement of authorization pursuant to 14 C.F R. Part 212 ) ) ) ) ) ) ) ) ) Docket DOT-OST-2001-10417

JOINT APPLICATION OF DELTA AIR LINES, INC., ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A., AND MESABA AVIATION, INC. FOR A STATEMENT OF AUTHORIZATION Communications with respect to this document should be sent to: Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel Jeff Morgan Regional Director, Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, NW Suite 200 Washington, DC 20005 (202) 842-4184 sascha.vanderbellen@delta.com

Richard D. Mathias David M. Endersbee ZUCKERT, SCOUTT & RASENBERGER, L.L.P. 888 Seventeenth Street, N.W., Suite 700 Washington, DC 20006 (202) 973-7917 rdmathias@zsrlaw.com dmendersbee@zsrlaw.com

Counsel for ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A. October 21, 2011 Megan Rae Rosia Vice President Government & Regulatory Affairs PINNACLE AIRLINES CORP. One Commerce Square 40 S. Main St. Memphis, TN 38103 (703) 476-4889 mrosia@pncl.com Counsel for MESABA AVIATION, INC.

Notice: The Joint Applicants intend to poll the U.S. carrier representatives on the attached service list regarding this Application and will notify the Department of the results as soon as possible.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC. ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A. and MESABA AVIATION, INC. for a statement of authorization pursuant to 14 C.F R. Part 212 ) ) ) ) ) ) ) ) ) Docket DOT-OST-2001-10417

JOINT APPLICATION OF DELTA AIR LINES, INC., ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A., AND MESABA AVIATION, INC. FOR A STATEMENT OF AUTHORIZATION

Delta Air Lines, Inc. (“Delta”), Alitalia - Compagnia Aerea Italiana S.p.A. (“Alitalia”) and Mesaba Aviation, Inc. (“Mesaba”) (together, the “Joint Applicants”) hereby apply for authority to expand Alitalia’s existing codesharing on Delta to include Delta Connection operations by Mesaba. Specifically, pursuant to 14 C.F.R. Part 212, Mesaba seeks a blanket statement of authorization allowing Mesaba to display Alitalia’s “AZ*” code on Delta Connection flights Mesaba operates: (a) within the United States (in conjunction with Alitalia’s services in foreign air transportation), and (b) between the United States and

third countries. 1 Mesaba requests that its statement of authorization be valid for an indefinite period subject to the Department’s normal code share conditions. 2 In support of this Joint Application, Delta, Alitalia, and Mesaba state as follows: 1. Mesaba is a certificated U.S. air carrier that operates flights for marketing and sale by Delta.

1 To the extent necessary, the Joint Applicants reques t consolidation of this application into Docket DOT-OST-2001-10417, the Docket established by the Department for the administration of the grant of the blanket stat ements of authorization issued to Alitalia and Delta.

2 The Joint Applicants request a waiver of t he 45-day advance filing requirement for codeshare statements of authorization under 14 C.F.R. Part 212 so that the proposed codeshare services may begin without delay.Joint Application of Delta, Alitalia, and Mesaba Page 2 2. The Department has previously approv ed Delta/Alitalia blanket statements of authorization for reciprocal codesharing. See Notice of Action Taken dated December 23, 2008, Docket DOT-OST-2001-10417. The proposed services are fully consistent with the Department’s prior codeshare approval and with the U.S.-EU Open Skies Agreement. 3. Delta, Alitalia, and Mesaba have agreed to expand codesharing to encompass flights operated by Mesaba on Delta’s behalf. Accordingly, the Joint Applicants request a blanket statement of authorization under 14 C.F.R. Part 212, permitting Mesaba to display Alitalia’s “AZ*” designator code on flights operated by Mesaba: (a) within the United States (in conjunction with Alitalia’s services in foreign air transportation), and (b) between the United States and third countries. 4. The proposed codeshare services will be operated pursuant to the Delta/Alitalia codeshare agreement prev iously approved by the Department and an ancillary Delta/Alitalia/Mesaba codeshare agree ment. A redacted copy of the ancillary Delta/ Alitalia/Mesaba codeshare agreement is attached to this Application. 5. Alitalia holds a foreign air carrier permit authorizing it to engage in the full scope of foreign air transportation permissible under the U.S.-EU Open Skies Agreement.

See Order 2010-1-5 dated January 21, 2010, Docket DOT-OST-2009-0219. 6. The same public interest considerations that supported the grant of codeshare authority to Alitalia and Delta apply with equal force to the services operated by Mesaba on behalf of Delta. Alitalia and Delta have a longstanding codesharing relationship, and grant of this application will enable Alitalia to further expand its on-line service options to additional U.S. and beyond-U.S. cities. 7. The Joint Applicants’ initial codeshare markets are listed at Exhibit A-2 to the attached codeshare agreement. To the extent necessary, the Joint Applicants request that the authority requested here for Alitalia codesharing on Mesaba be administered jointly with the authority for Alitalia codesharing on Delta and other Delta ConnectionJoint Application of Delta, Alitalia, and Mesaba Page 3 carriers in docket DOT-OST-2001-10417 such that any non-open skies point 30-day notice given is deemed notice for all of the operating carriers authorized in this docket, except for U.S.-Mexico service where notices will continue to be provided on an operatingcarrier specific basis. The Joint Applicants incorporate by reference all previous nonMexico codeshare-point notices provided in this docket, including the March 2, 2009 Delta/Alitalia blanket open skies codeshare notice. 8. Mesaba is not a CRAF participant. 9. The Joint Applicants will conduct these codeshare services in accordance with 14 C.F.R. Part 257 and the other conditions normally imposed by the Department on codesharing statements of authorization. WHEREFORE, Delta, Alitalia, and Mesaba request that the Department promptly grant the authority described herein.

Respectfully submitted,

/s/ Richard D. Mathias /s/ Megan Rae Rosia

________________________________ ________________________________ Richard D. Mathias ZUCKERT, SCOUTT & RASENBERGER, L.L.P.

Counsel for ALITALIA - COMPAGNIA AEREA ITALIANA S.P.A. Vice President, Government Affairs PINNACLE AIRLINES CORP. Counsel for MESABA AVIATION, INC.

________________________________ Alexander Van der Bellen Managing Director, Government Affairs & Associate General Counsel DELTA AIR LINES, INC.CERTIFICATE OF SERVICE A copy of the foregoing document has been served this 21st day of October, 2011, upon the following persons via email:

carl.nelson@aa.com dan.weiss@coair.com oracio.marquez@united.com jonathan.linde@united.com howard.kass@usairways.com benjamin.slocum@usairways.com esta.rosenberg@dot.gov robert.finamore@dot.gov info@airlineinfo.com