BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Joint Application and Notice of :

:

GOJET AIRLINES LLC : Docket DOT

- OST

- 2012

-

_____ MESA AIRLINES, INC. :

REPUBLIC AIRLINE INC. :

SHUTTLE AMERICA CORP. :

SKYWEST AIRLINES, INC. :

:

for Statements of Authorization pursuant to :

14 C.F.R. Part 212 ( A ir New Zealand Code Share) :

--------------------------------------------------------------

JOINT APPLICATION OF GOJET, MESA, REPUBLIC, SHUTTLE AMERICA

AND SKYWEST FOR STATEMENT S OF AUTHORIZATION

AND JOINT BLANKET CODE SHARE NOTICE

Communications with respect to this document should be sent to those listed on the following page :

Hershel I. Kamen

Senior Vice President

– Alliances,

Regulatory and Policy

Daniel A. Weiss

Managing Director

- International

Affairs and Regulatory

UNITED AIR LINES, INC.

77 West Wacker Drive

10 th Floor HDQIZ

Chicago, IL 60601

(312) 997

- 7573

hershel.kamen@united.com

dan.weiss@united.com

Steve Mo rrissey

Managing Director

– Regulatory Affairs

and Policy

UNITED AIR LINES, INC.

1225 New York Avenue, NW

Suite 1100

- DCAIZ

Washington, DC 20005

(202) 521

- 4400

steve.morrissey@united.com

November 15, 2012 Thomas Newton Bolling

Vice President and Deputy General Counsel

Jonathan T. Linde

Managing Director and Senior Counsel

Regulatory

UNITED AIR LINES, INC.

77 West Wacker Drive

16th Floor HDQLD

Chicago, IL 60601

(312) 997

- 8068

thomas.bolling@united.com

jonathan.linde@united.com

Josh Romanow

Pillsbur y Winthrop Shaw Pittman LLP

2300 N Street, NW

Washington, DC USA 20037

( 202 ) 663

- 9264

romanow@pillsburylaw.com

Counsel for AIR NEW ZEALAND

LIMITED

NOTICE: The Joint Applicants request expedited treatment of this application. United, in filing this

application on their behalf, will poll U.S. carrier representatives and advise the Department of the results.BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

-------------------------------------------------------------- Joint Application and Notice of :

:

GOJET AIRLINES LLC : Docket DOT

- OST

- 2012

-

_____ MESA AIRLINES, INC. :

REPUBLIC AIRLINE INC. :

SHUTTLE AMERICA CORP. :

SKYWEST AIRLINES, INC. :

:

for Statements of Authoriza tion pursuant to :

14 C.F.R. Part 212 ( Air New Zealand Code Share) :

--------------------------------------------------------------

JOINT APPLICATION OF GOJET, MESA, REPUBLIC, SHUTTLE AMERICA

AND SKYWEST FOR STATEMENTS OF AUTHORIZATION

AND JOINT B LANKET CODE SHARE NOTICE

GoJet, Mesa, Republic, Shuttle America, and SkyWest 1 d/b/a United Express

(collectively, “Joint Applicants”) jointly apply 2 for blanket statements of authorization pursuant

to Part 212 of the Department’s regulations to facilitate code share services with Air New

Zealand , which is a code share partner of United. 3 Specifically, the Joint Applicants request

authorization to dis play Air New Zealand ’s “ NZ ” designator code on flights operated by them as

United Express carriers between points in the United States and between U.S. points and points

in third countries. The Joint Applicants respectfully request the Department’s prompt approval

of this application so that the marketing and sale of these code share services can begin without

1 Common names are used for airlines.

2 United is filing this application on behalf of and with the permission of the Joint Applicants.

3 See , Department approval dated August 6, 1999 i n DOT

- OST

- 1999

- 6013.Joint Application and Notice

Page 2

delay. In order to expedite approval of this application

, 4 United will poll carrier representatives

on behalf of the Joint Applicants and Air New Z ealand and advise the Department of the results.

In addition, pursuant to the Department’s Notice In the Matter of Blanket Notification of

Code share Service to Open

- Skies Partners and Points, dated February 9, 2009, the Joint

Applicants together with Air New Zealand, give blanket notice of code share services displaying

the “NZ” designator code on flights operated by the Joint Applicants between all U.S. points and

between U.S . points and poin ts in any Open Skies country. 5 Code share services conducted

pursuant to this notice will be limited to those consistent with the provisions of the U.S.

- New

Zealand Open Skies Agreement, and other applicable Open Skies Agreements. The Joint

Applicants an d Air New Zealand will provide the Department with 30

- day notices for code share

services to and from non

- Open Skies countries.

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

1. Air New Zealand has agreed to the display of the “NZ” designator code on flights

operated by the Joint Applicants

. A r edacted c op y of the agreement is attached hereto. 6

2. The Joint Applicants are air carriers holding certificates of public convenience

and necessity and exemptions authorizing them to opera te scheduled air services in the United

States and for ei gn markets. 7 They are also participants in the United Express commuter

4 To the extent necessary, the Joints Applicants request waiver of the 45

- day advance filing requirement

contained in 14 C.F.R. §212.10(d)(2).

5 The Joint Applicants will, to the extent necessary, obtain any necessary authorizations p rior to

commencing service in any third country on behalf of United Express.

6 Pursuant to this agreement, t he “NZ” designator code will also be displayed on flights operated by

United Express carriers operating aircraft with fewer than 60 seats. These carriers are excluded from this

application since Department regulations exempt such operations from the statement of authorization

requirement. See 14 CFR §§ 206.5, 212.1 and 298.11.

7 See, for example, Order 2011

- 12

- 18 and Notice of Action Taken dated December 9, 2011 in Docket

DOT

- OST

- 2009

- 0348 (GoJet); Orders 1998

- 7

- 6 and 2008

- 4

- 26 (Mesa); Orders 2009

- 9

- 13 and 20 08

- 4

- 26Joint Application and Notice

Page 3

program, operating code share services for United and displaying United’s designator code, as

well as those of certain of United ’s for ei gn code share partners. As such, United and its United

Express carriers wish to make these services available for code share purposes to Air New

Zealand , thereby increasing the online service offerings between United’s North American

network and A ir New Zealand ’s Pacific network.

3. The requested code share authorizations are fully consistent with the U.S.

- New

Zealand Open Skies Agreement and with Department precedent in cases involving similar code

share arrangements between U.S. and for ei gn air carriers. 8 Pursuant to the terms of such

agreements, for ei gn carriers designated by th ei r respective governments to serve the United

States, such as Air New Zealand , have been authorized to provide for ei gn air tr ansportation

(including code share services) between the United States and th ei r respective home countries.

Air New Zealand al ready holds the requisite underlying economic authority for purposes of

holding out the code share services proposed with the Joi nt Applicants

. 9

4. The requested code share authority is also consistent with the public interest

because it will benefit the traveling and shipping public by provid ing online service between

U.S. cities and points around the globe, via United’s domestic hubs and Air New Zealand ’ s U.S.

gateways.

5. Each of the Joint Applicants agrees to accept the Department’s standard

conditions and notice requirements imposed on code share arrangements.

(Republic); Orders 1998

- 11

- 15, 2008

- 4

- 26 and 2009

- 3

- 16 (Shuttle America); and Orders 1998

- 7

- 6 and

2008

- 4

- 26 (SkyWest).

8 See , Dockets DOT

- OST

- 2012

- 0125,

- 2012

- 0157, and

- 2012

- 0161 in which the Department approved

similar code share arrangements be tween various United Express operators and foreign carrier partners,

among others.Joint Application and Notice

Page 4

6. The Joint Applicants request that the Department issue statem ents of authorization

for an indefinite period, consistent with Department practice.

7

. The Joint Applicants are not CRAF participants, so issuance of the requested

blanket statements of authorization will not affect the CRAF program.

For the foregoing reasons , the Joint Applicants respectfully request expedited approval of

this application and that the Department grant t hem the blanket statements of authorization as

described above for an indefinite period, consistent with the Department’s practice in other code

share proceedings, and such other relief as the Department considers consistent with this

application and the public interest

.

Respectfully submitted,

Dan Weiss

Managing Director

– International and

Regulatory Affairs

UNITED AIR LINES, INC.

Submitted on behalf of:

David J. A. Hayes III, Esq.

For GOJET AIRLINES LLC

Vice President and General Counsel

Trans States Holdings, Inc.

11495 Navaid Road

St. Louis, MO 63044

Chris Pappaioanou

For MESA AIRLINES, INC.

Vice President and General Counsel

410 N. 44 th Street, Suite 700

Phoenix, AZ 85008

9 Air New Zealand holds a foreign air permit authorizing scheduled and charter operations pursuant to the

U.S.

- New Zealand Open Skies Agreement. See Order 2001

- 1

- 4. Josh Romanow

Pillsbury Winthrop Shaw Pittman LLP

Counsel for AIR NEW ZEALAND

LIMITEDJoint Application and Notice

Page 5

Ethan J. Blank

For REPUBLIC AIRLINE INC.

Vice President and General Counsel

8909 Purdue Road, Suite 300

Indianapolis, IN 46268

Scott Durgin

For SHUTTLE AMERICA CORP.

Vice President

– Administration

8909 Purdue Roa d, Suite 300

Indianapolis, IN 46268

Todd C. Emerson

For SKYWEST AIRLINES, INC.

Director

– Government and Legal Affairs

444 South River Road

St. George, UT 84790CERTIFICATE 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:

msinick@ssd.com (Alaska )

francis.heil@aa.com

robert.wirick@aa.com

rsilverberg@sgbdc.com (ABX /Air Transport Intl. ) jrichardson@johnlrichardson.com (Amerijet) jcanny@amerijet.com

rpommer@atlasair.com

sascha.vanderbellen@delta.com

charters@evergreenairlines.com (Evergreen)

cefelts@fedex.com

anbird@fedex.com

nssparks@fedex.com

robert.cohn@hoganlovells.com ( Frontier ) patrick.rizzi@hoganlovells.com ( Frontier) jhill@dowlohnes.com ( Hawaiian/JetBlue )

matwood@cozen.com (Kalitta) kevin.montgomery@polaraircargo.com

bob.kneisley@wnco.com ( AirTran/Southwest )

leslie.abbott@wnco.com ( AirTran/Southwest ) dkirstein@yklaw.com ( Spirit ) jyoung@yklaw.com ( Spirit ) john.fredericksen@suncountry.com

anita.mosner@hklaw.com (UPS) jennifer.nowak@hklaw.com (UPS) howard.kass@usairways.com

jegillick@zsrlaw.com ( Virgin America ) john.varley@virginamerica.com

mlbenge@zsrlaw.com (World) william.stallings@usdoj.gov

dwight.moore@ustranscom.mil

john.allen@faa.gov

Annal ei Avanceña

International Regulatory A dvisor

United Air Lines, Inc.

November 15, 2012