OST-98-3515 / Undocketed / Northwest and Kenya Airways / Supplemental Joint Reply of Northwest and Kenya / June 17, 1998

Joint Application of:

(continued...)

Northwest and Kenya Airways respectfully request leave to file this otherwise unauthorized document. Acceptance of this pleading is in the public interest as it provides information which the Department may determine is relevant in reaching its decision in this matter. No party will be prejudiced by the Department's acceptance of this unauthorized pleading.

United, in its March 5, 1998 Answer to the Joint Application of Northwest and Kenya Airways, supported the Department's approval of the Joint Application but asked that the Department limit such approval to those markets in which the parties intend to implement code-share service immediately. Northwest and Kenya Airways filed a Joint Reply in this Docket on March 15, 1998, in which they demonstrated that the circumstances of this case warrant the granting of "blanket" code-share authority, subject to the requirement that the parties notify the Department before entering any new markets. Northwest and Kenya Airways continue to believe that the unique circumstances presented here justify a deviation from the Department's general policy against granting blanket code-share authority other than in open skies markets. Nevertheless, in an effort to expedite the Department's action on this Joint Application, the parties hereby notify the Department that they are willing to accept the limited authority urged by United, e.q. authority only in those markets in which the parties intend to implement service immediately.

. . .(continued)

Applicants herein seek to supplement their March 15 Joint Reply only as it relates to the Answer filed by United.

As set forth in the attached letter agreement between Northwest and Kenya Airways, immediately upon receiving the requisite authorizations from the U.S. and Kenyan Governments, the parties intend to initiate code-sharing by placing Northwest's code on Kenya Airways' flights between: (1) Amsterdam, the Netherlands and Nairobi, Kenya; (2) Nairobi, Kenya and Mombasa, Kenya; and (3) Nairobi, Kenya and Lilongwe, Malawi. The parties plan to expand their joint marketing operations into additional U.S.-Africa markets in the future.

The Joint Application of Northwest and Kenya Airways to code-share has been pending for over four months. Approval of the Joint Application will be an important step forward in the expansion of aviation services between the United States and Africa, in furtherance of Secretary Slater's Africa Aviation Initiative announced in October, 1997. Under these compelling circumstances, Northwest and Kenya Airways respectfully urge the Department to take immediate action on their Joint Application and grant the parties the requisite exemption and statement of authorization to enable Northwest to provide code-share service in the U.S.-Africa market by displaying the "NW" designator code on Kenya Airways' flights in the following markets: (1) Amsterdam-Nairobi; (2) Nairobi-Mombasa; and (3) Nairobi-Lilongwe.

Respectfully submitted,

Megan Rae Poldy

Associate General Counsel

NORTHWEST AIRLINES, INC.

901 15th Street, N.W.

Suite 310

Washington, D.C. 20005

(202) 842-3193

James L. Devall

Rebecca Y. Khamneipur

ZUCKERT, SCOUTT & RAENBERGER, L.L.P.

888 17th Street, N.W.

Suite 600

Washington, D.C. 20006

(202) 298-8660

Counsel for Kenya Airways Limited

June 17, 1998