BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Joint Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. ) DELTA AIR LINES, INC. and ) DOCKET OST-2013- EXPRESSJET AIRLINES, INC. ) ) for exemptions and a code -share ) statement of authorization ) (Atlanta-Leon/Guanajuato) ) __________________________________________)

EXPEDITED ACTION REQUESTED JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V., DELTA AIR LINES, INC. AND EXPRESSJET AIRLINES, INC. FOR EXEMPTIONS AND A CODE-SHARE STATEMENT OF AUTHORIZATION Communications with respect to this document should be sent 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. Gerald F. Murphy Steven J. Seiden CROWELL & MORING LLP 1001 Pennsylvania Ave. N.W. Washington, DC 20004 (202) 624- 2500 gmurphy@crowell.com sseiden@crowell.com Counsel for EXPRESSJET AIRLINES, INC. Alexander Van der Bellen Managing Director

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Government Affairs & Associate General Counsel Christopher Walker Regional Director

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Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, N.W. Washington, D.C. 20005 (202) 842- 4184 sascha.vanderbellen@delta.com chris.walker@delta.com

NOTICE: Any person may support or oppose this application by filing an answer and serving a copy of the answer on counsel for the Joint Applicants and upon persons served with this application no later than June 14, 2013. THE JOINT APPLICANTS INTEND TO POLL. May 30, 2013BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Joint Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. and ) DELTA AIR LINES, INC. and ) DOCKET OST-2013- EXPRESSJET AIRLINES, INC. ) ) May 30 , 2013 for exemptions and a code -share ) statement of authorization ) (Atlanta-Leon/Guanajuato) ) __________________________________________)

EXPEDITED ACTION REQUESTED JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V., DELTA AIR LINES, INC. AND EXPRESSJET AIRLINES, INC. FOR EXEMPTIONS AND A CODE-SHARE STATEMENT OF AUTHORIZATION Aerovias de Mexico, S.A. de C.V. ("Aeromexico") , Delta Air Lines, Inc. (“Delta”) and ExpressJet Airlines, Inc. (“ExpressJet”) (together, the “Joint Applicants”) respectfully apply for the following authority to engage in scheduled, foreign air transportation of persons, property, and mail between Leon/Guanajuato , Mexico and Atlanta, Georgia : (1) an exemption, pursuant to 49 U.S.C. § 40109, authorizing ExpressJet to provide such transportation as a Delta Connection carrier; (2) a statement of authorization permitting ExpressJet to display Aeromexico’s AM * designator code on ExpressJetoperated flights on this route ; (3 ) a code

- share exemption authorizing Delta to engage in such transportation pursuant to its capacity purchase agreement with ExpressJet ; and ( 4 ) a code

- share exemption authorizing Aeromexico to engage in such transportation , pursuant to its code

- share agreement with- 2 - Aeromexico/Delta/ExpressJet Joint Application Delta , by placing its AM* designator code on flights operated by ExpressJet d/b/a Delta Connection on this route

. The Joint Applicants further request the Department transmit the necessary operating and code-share designations to the Government of Mexico to facilitate Mexican licensing of the proposed services under the U.S.-Mexico Air Transport Agreement, as amended in 1999 and 2005. So that they may begin marketing service proposed for December 19, 2013, the Joint Applicants request expedited consideration of this application; after polling U.S. carriers served with this application, they will report the poll results to the Department. In support of this Joint Application, the Joint Applicants state as follows: 1. Aeromexico is a flag carrier of the United Mexican States and currently holds a permit and various exemptions which authorize service between Mexico and numerous U.S. points. See Order 91-5-25. Pursuant to this authority, Aeromexico provides extensive transborder service. By this application, Aeromexico seeks an exemption to engage in scheduled, combination service in the Leon/Guanajuato-Atlanta market by placing its AM* designator code on flights operated by ExpressJet d/b/a Delta Connection.
2 . De lta is fit, willing, and able to engage in these services on a codeshare basis, as it operates numerous U.S.-Mexico transborder services under various exemptions and pursuant to Delta’s certificate authority for Route
901. See Order 2010-3-12. Delta also requests that the Department take- 3 - Aeromexico/Delta/ExpressJet Joint Application official notice, pursuant to Rule 24 of the Department’s Rules of Practice, of all data on file with the Department necessary to establish its fitness.
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. ExpressJet is fit, willing and able to perform the Leon/Guanajua to

Atlanta services described herein. ExpressJet is a well-established regional carrier and holds various certificate and exemption authorities permitting it to engage in scheduled interstate and foreign air transportation of persons, property and mail. Se e, e.g. , Order 2012-1- 3. By this application, ExpressJet seeks an exemption to operate Leon/Guanajuato-Atlanta year-round scheduled service as a Delta Connection carrier with CRJ-900 or CRJ- 700 aircraft from its existing fleet, as demand requires, with plans to commence service on or about December 19, 2013, provided that all necessary approvals have been secured. ExpressJet will operate these services pursuant to a capacity purchase agreement with Delta. ExpressJet also seeks a statement of authorization permitting it to display Aeromexico’s AM* designator code on ExpressJet’s flights on this route. ExpressJet requests that the Department, pursuant to Rule 24 of its Rules of Practice, take official notice of all information and data that have been previously filed to establish ExpressJet's fitness.
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. The requested authority is consistent with the Air Transport Agreement, as amended, between the United Mexican States and the United States. As to Aeromexico, Annex 1 provides that a carrier designated by the Government of Mexico is entitled to operate "[f]rom a point or points in- 4 - Aeromexico/Delta/ExpressJet Joint Application Mexico to a point or points in the United States," and under Annex 3 either party may authorize an airline to serve a transborder route by displaying its code on flights of an airline designated to operate service on that route. Under 49 U.S.C. § 40109(c), the Department may grant a foreign carrier an exemption if it finds that a grant is consistent with the public interest, and designation of a carrier by its homeland government is the most significant factor in this analysis. See, e.g., Order 2004-8-24 at 3-4; Order 82-2-66 at 3-4. Aeromexico expects the Mexican DGAC shortly to notify the U.S. government that the DGAC has authorized Aeromexico to offer code-share service on this

route. 1 5. The U.S.- Mexico Agreement further provides that “either of the Parties shall be entitled to designate two airlines to provide scheduled combination services on any city pair between the two territories that may be served under the Agreement , ” Annex 1, para. B(4), and that any designated U.S. airline “may enter into cooperative marketing arrangements” with another airline so long as both airlines “hold the appropriate authority” and “meet the requirements normally applied to such arrangements.” Annex 3, para. 1. These provisions support grant of the requested Delta and

1 Delta and ExpressJet request action on their portion of the Joint Application as soon as practicable. If the Mexican DGAC has yet to act on Aeromexico’s request, the Joint Applicants ask that the Department defer action on the Aeromexico portion of the application once the Department is prepared to act on the Delta/ExpressJet portions of the Joint Application.- 5 - Aeromexico/Delta/ExpressJet Joint Application Expressjet authority. Awarding the Joint Applicants the authority for which they apply would comply fully with the terms of the U.S.-Mexico Agreement and introduce attractive new service to the U.S. traveling public to meet demand in the Atlanta-Leon/Guanajuato market. 6. Approval of the requested code -sharing auth ority is in the public interest. Authorizing Delta and Aeromexico to offer service in the Leon/Guanajuato-Atlanta market on ExpressJet ’s flights will enhance competition and expand price and service options for U.S.

– Mexico travelers. The Department has granted similar U.S.

– Mexico transborder codesharing requests, finding that the exercise of such codeshare rights “will benefit travelers, shippers, businesses, cities, airlines, and airports.” See, e.g ., Order
99 -6-6, at 6. Moreover, the amended agreement authorizes up to ten carriers from each country to provide codeshare services on any nonstop U.S.

– Mexico city-pair segment, leaving abundant opportunities for other carriers.