BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of

COMPASS AIRLINES, LLC

for an exemption pursuant to

49 U.S.C. § 40109 and

for a statement of authorization

under 14 C.F.R. Part 212

( Atlanta/Detroit

- Monterrey ) )

)

)

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 2013

-

Application of

AEROVIAS DE MEXICO, S.A. de C.V.

for an amended exemption pursuant to

49 U.S.C. § 40109

(Atlanta/Detroit

- Monterrey) )

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 1997

- 3289

Docket DOT

- OST

- 2000

- 7708

JOINT APPLICATION OF

COMPASS AIRLINES, LLC and

AEROVIAS de MEXIC O, S.A. de C.V.

Communications with respect to this document should be addressed to:

John R. Mietus, Jr.

LAW OFFICE OF JOHN MIETUS, LLC

6701 Democracy Boulevard Ste 300

Bethesda, Maryland 20817

(202) 747

- 5212

john@mietuslaw.com

Counsel for

AEROVIAS de MEXICO, S.A. de C.V. Lisa A. Harig

MCBREEN & KOPKO

1501 Lee Highway, Suite 180

Arlington, Virginia 22209

(703) 2 4 7

- 5487

lharig@mklawdc.com

Counsel for

COMPASS AIRLINES, LLC

March 2 7 , 201 3

Notice: Compass intends 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.

Application of

COMPASS AIRLINES, LLC

for an exemption pursuant to

49 U.S.C. § 40109 and

for a statement of authorization

under 14 C.F.R. Part 212

( Atlanta/Detroit

- Monterrey ) )

)

)

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 2013

-

Application of

AEROVIAS DE MEXICO, S.A. de C.V.

for an amended exemption pursuant to

49 U.S.C. § 40109

(Atlanta/Detroit

- Monterrey) )

)

)

)

)

)

)

)

)

) Docket DOT

- OST

- 1997

- 3289

Docket DOT

- OST

- 2000

- 7708

March 27, 2013

JOINT APPLICATION OF

COMPASS AIRLINES, LLC and

AEROVIAS de MEXIC O, S.A. de C.V.

Pursuant to 49 U.S.C. § 40109 and Subpart C of th e Department’s Rules of Practice

,

Compass Airlines, LLC d/b/a Delta Connection (“ Compass ”) hereby applies for an exemption

from 49 U.S.C. § 41101 authorizing Compass to engage in scheduled foreign air transportation of

persons, property, and mail between Atlanta, Georgia and Monterrey , Mexico ; and Detroit,

Michigan and Monterrey, Mexico

. Co mpass will operate as Delta Connection using the “DL*”

code, and seeks a statement of authorization to carry Aeromexico’s “AM*” code on these

services. In addition

, Aerovias de Mexico, S.A. de C.V. (“Aeromexico”) hereby applies for an

amended exemption to include the display of Aeromexico’s “AM*” code on Compass flights in

addition to the Del ta Connection flights on which it currently codeshares over these routes

.Joint Application

Page 2

Another Delta Connection partner, ExpressJet Airlines (“ExpressJet”) , currently serves

both of these routes

. Subject to the Department granting this Application, Compass will replace

ExpressJet’s service in these markets. Compass plans to utilize 7 6

- seat Embraer 175 aircraft,

equip ped with 12 business class and 64 economy class seats. Compass requests that its

exemption authority be granted as soon as possible for a period of at least two years.

In support of this Joint Application, Compass and Aeromexico (the “Joint Applicants”)

state as follows:

1. The Joint Applicants request the issuance of the following authorities:

a) an exemption to Compass , pursuant to 49 U.S.C. § 40109, authorizing

Compass to engage in scheduled foreign air transportation of persons,

property and mail on the Atlanta

- Monterrey a nd Detroit

- Monterrey routes,

b) an amended exemption to Aeromexico from 49 U.S.C. § 41301, pursuant

to 49 U.S.C. § 40109, authorizing Aeromexico to engage in scheduled

foreign air transportation of persons, property and mail on the Detroit

Monterrey route on a code

- share basis on flights operated by Compass 1 ;

and

c) a statement of authorization to Compass , pursuant to 14 C.F.R. Part 212, to

permit Compass to display Aeromexico’s “AM*” designator code on

flights operated by Compass on the Atlanta

- Monterrey and Detroit

Monterrey routes. 2

2. The proposed service will provide significant benefits to travelers and shippers

and is clearly in the public interest. The re quested exempt ion authority is fully consistent with

1 Aeromexico already has exemption authority to engage in Atlanta

- Monterrey service by placing its AM*

code on flights of Delta and/or Delta Connection carriers. See NOAT issued Dec. 6, 2011 in DOT

- OST

2001

- 10369 (APA renewal pending).

2 Aeromexico already places its “AM*” code on ExpressJet’s operations on these routes pursuant to

statements of authorization granted by NOAT issued Dec. 28, 2011 in DOT

- OST

- 1997

- 3289 /OST

- 2000

-

7708.Joint Application

Page 3

the terms of the U.S.

- Mexico Air Transport Agreement (“Agreement”) as amended by the

agreement signed by the two governments on December 12, 2005. Route 1(a) of the Agreement

authorizes carriers designated by the U.S. to operate “[f]rom a point or points in the United States

to a point or points in Mexico.” Annex I(A)(1 )(a ). T hree U.S. carrier designations are authorized

for the Atlanta

- Monterrey and Detroit

- Monterrey route s

. Agreement Annex I(B)(4

- 5 )

. For both

routes two carrier designations are available, with one designation already awarded to

ExpressJet

. 3 Compass requests that the Department promptly notify the Government of Mexico

of Compass’ designation on this route.

3. Aeromexico is a flag carrier of the United Mexican States and holds a foreign air

carrier permit which authorizes service between Mexico an d numerous U.S. points. Order 91

- 5

-

25. Pursuant to its permit and various exemption authorities, Aeromexico provides extensive

service between Mexico and the United States.

4. Compass holds various certificates of public convenience and necessity and

exempti ons authorizing it to engage in scheduled foreign air transportation of persons, property

and mail

. The Department previously granted Compass an exemption for Detroit

– Monterrey on

October 22, 2007. 4 On July 1, 2010, and concurrent with its acquisition by Trans States

Holdings, Inc., Compass surrendered its authority and ceased service on the above referenced

route. 5 On August 6, 2010, the Department completed its continuing review under 14 C.F.R. P art

204 of Compass’ change in ownership and confirmed that Compass remains a U.S. citizen

.

Pursuant to Rule 24 of the Department’s Rules of Practice, Compass asks the Department to take

official notice of all data on file with the Department necessary to establish Compass ’ fitness.

3 On March 22, 2013, Delta Air Lines, Inc. (“Delta”) and Aeromexico filed a Joint Application for

Exemption and Statement of Authorization for Detroit

– Monterrey ( see Docket OST

- 2013

- 0062). As

indicated above, ExpressJet will withdraw fro m the Detroit

– Monterrey rout e , as well as the Atlanta

– Monterrey route, if this Application is granted to the Joint Applicants.

4 DOT Notice of Action Taken, OST

- 2007

- 29323 (Oct. 22, 2007).

5 See Letter from T. Campbell to E. Rosenberg dated June 30, 2010 in Docket OST

- 2007

- 29323

.Joint Application

Page 4

5. The Joint Applicants plan to introduce the proposed codeshare services upon

receipt of all necessary DOT and Mexico DGAC approvals, and request that the exemption and

statements of authorization be granted as soon as possible so that Aeromexico is able to market

and sell these services without delay. 6 Aeromexico requests that its exemption authority be

effective for a period of at least one year

. Compass requests that its codesharing statements of

authorization remain in effect indefinitely, consistent with the duration of the U.S.

– Mexico

codeshare authorities granted by DOT Order 99

- 6

- 6.

6. The proposed codeshare services will be operated pursuant to the existing

Delta/Aeromexico codeshare agreement previously approved by the De partment.

7. Approval of the requested codeshare authority is in the public interest and will

provide important additional service and competitive options to U.S.

– Mexico travelers and

shippers. Authorizing Aeromexico to display its code on additional Delta Connection operated

transborder routes will enhance competition and expand price and service options for U.S.

–

Mexico travelers.

8. Approval of the codeshare exemption and statement of authorization is consistent

with the U.S.

– Mexico Air Transport Service s Agreement, including the amendment that was

signed on December 12, 2005. The Department has granted multiple similar U.S.

– Mexico

transborder codesharing requests, finding that the exercise of such codeshare rights “will benefit

travelers, shippers, bu sinesses, cities, airlines, and airports.” DOT Order 99

- 6

- 6, at 6. The

Mexican government will notify the U.S. government of Aeromexico’s designation to codeshare

on each of the above mentioned routes operated by Compass

.

9. The Joint Applicants will conduc t 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.

6 To the extent necessary, the Joint Applicants request a waiver of the 45

- day advance filing requirement

for codeshare statements of authorization under 14 C.F.R. Part 212.Joint Application

Page 5

10. The environmental impacts of Compass ’ proposed services are de minimis, and

Compass does not anticipate that the proposed services will cause a near

- term net annual change

in aircraft fuel consumption of 10 million gallons or more.

WHEREFORE, Compass requests issuance of exemption authority to engage in

scheduled foreign air transporta tion of per sons, property, and mail on the Atlanta, Georgia

Monterrey, Mexico; and Detroit , Michigan

- Monterrey, Mexico route s

. Also, Aeromexico and

Compass request that the Department promptly grant the codeshare exemption authority and

statements of auth orization described herein.

Respectfully submitted,

/s/ John R. Mietus, Jr.

John R. Mietus, Jr.

Law Office of John Mietus, LLC

Counsel for

For AEROVIAS de MEXICO, S.A. de C.V. Lisa A. Harig

McBreen & Kopko

Counsel for

COMPASS AIRLINES, LLCCERTIFICATE OF SERVICE

A copy of the foregoing Application has been served this 2 7 th day of March, 2013 , upon the

following persons via email:

Air Carrier Name Email Address

Alaska Airlines Marshall Sinick msinick@ssd.com

American Francis Heil francis.heil@aa.com

American Robert Wirick robert.wirick@aa.com

Frontier/Republic Bob Cohn robert.cohn@hoganlovells.com

Frontier/Republic Pat Rizzi patrick.rizzi@hoganlovells.com

Hawaiian Jonathan Hill jhill@dowlohnes.com

JetBlue Robert Land robert.land@jetblue.com

Southwest/AirTran Bob Kneisley bob.kneisley@wnco.com

Spirit Airlines David Kirstein dkirstein@yklaw.com

Spirit Airlines Joanne Young jyoung@yklaw.com

Sun Country John Fredericksen john.fredericksen@suncountry.com

United Dan Weiss dan.weiss@united.com

United Thomas Bolling thomas.bolling@united.com

United Karine Faden karine.faden@united.com

United Oracio Marquez oracio.marquez@united.com

US Airways Benjamin Slocum benjamin.slocum@usairways.com

US Airways Howard Kass howard_kass@usairways.com

Virgin America Barbara Russell barbara.russell@virginamerica.com

Esta Rosenberg esta.rosenberg@dot.gov

Brian Hedberg brian.hedberg@d ot.gov

Info info@airlineinfo.com