BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Joint Application of AEROVIAS de MEXICO, S.A. de C.V. DELTA AIR LINES, INC. PINNACLE AIRLINES, INC. for exemptions under 49 U.S.C. § 40109, a statement of authorization under 14 C.F.R. Part 212, and special authorization under 14 C.F.R Part 216 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2000-7708

Joint Application of AEROVIAS de MEXICO, S.A. de C.V. DELTA AIR LINES, INC. PINNACLE AIRLINES, INC. for exemptions under 49 U.S.C. § 40109, a statement of authorization under 14 C.F.R. Part 212, and special authorization under 14 C.F.R Part 216 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-1997-3289

JOINT APPLICATION OF AEROVIAS de MEXICO, S.A. de C.V., DELTA AIR LINES, INC., and PINNACLE AIRLINES, INC. Communications with respect to this document should be addressed to:

William C. Evans LAW OFFICE OF JOHN L. MIETUS, LLC 6701 Democracy Boulevard #300 Bethesda, Maryland 20817 (410) 827-5074 bill@mietuslaw.com

Counsel for AEROVIAS de MEXICO, S.A. de C.V. Megan Rae Rosia Vice President, Government Affairs PINNACLE AIRLINES CORP. 1689 Nonconnah Blvd., Suite 111 Memphis, TN 38132 (202) 965-4889 mrosia@pncl.com Alexander Van der Bellen Managing Director – Government Affairs & Associate General Counsel Jeff Morgan Regional Director – Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, N.W. Washington, D.C. 20005 (202) 842-4184 sascha.vanderbellen@delta.com

October 21, 2010 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 AEROVIAS de MEXICO, S.A. de C.V. DELTA AIR LINES, INC. PINNACLE AIRLINES, INC. for an exemption under 49 U.S.C. § 40109, a statement of authorization under 14 C.F.R. Part 212, and special authorization under 14 C.F.R Part 216 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2000-7708

Joint Application of AEROVIAS de MEXICO, S.A. de C.V. DELTA AIR LINES, INC. PINNACLE AIRLINES, INC. for an exemption under 49 U.S.C. § 40109, a statement of authorization under 14 C.F.R. Part 212, and special authorization under 14 C.F.R Part 216 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-1997-3289

JOINT APPLICATION OF AEROVIAS de MEXICO, S.A. de C.V., DELTA AIR LINES, INC., and PINNACLE AIRLINES, INC.

Aerovias de Mexico, S.A. de C.V. (“Aeromexico”), Delta Air Lines, Inc. (“Delta”), and Pinnacle Airlines, Inc. (“Pinnacle”) (together, the “Joint Applicants”) hereby apply for authority to expand Aeromexico’s existing codesharing on Delta and Delta Connection regional carrier operations to include Delta Connection operations by Pinnacle. Specifically, pursuant to 49 U.S.C. § 40109(c) , Aeromexico requests an exemption from the provisions of 49 U.S.C. § 41301 to the extent necessary to permit Aeromexico to engage in scheduled foreign air transportation of persons, property and mail (1) between Atlanta, Georgia, on the one hand, and Monterrey, Cozumel, and Guadalajara, Mexico, on the other hand, by displaying its “AM” designator code on flights operated Pinnacle, (2) between Detroit, Michigan and Monterrey, Mexico by displaying its “AM” designator code on flights operated by Pinnacle, and (3) between Aeromexico’sJoint Application of Aeromexico, Delta, and Pinnacle Page 2authorized U.S. gateway points and other points within the U.S. for the purpose of blindsector code sharing services between the U.S. gateway points and other points in the U.S. on flights operated by Pinnacle. Aeromexico also seeks a special authorization pursuant to 14 C.F.R. Part 216 to permit Aeromexico to commingle traffic between Mexico and Canada (that is, traffic not in foreign air transportation) on the same services that carry traffic that is in foreign air transportation between Mexico and the United States and between the United States and Canada, in conjunction with Aeromexico blind-sector codeshare services on Pinnacle U.S.-Canada operations. Pursuant to 14 C.F.R. Part 212, Pinnacle seeks a Statement of Authorization allowing Pinnacle to display Aeromexico’s “AM” code on Delta Connection flightsPinnacle operates (a) on the four aforementioned transborder routes, (b) on a blindsector basis between Aeromexico’s U.S. gateway points and other points in the U.S. served by Pinnacle, and (c) on a blind-sector basis between Aeromexico’s U.S. gateway points and points in Canada served by Pinnacle. The Aeromexico exemption is requested for at least one year, Pinnacle’s Statement of Authorization is requested for an indefinite period subject to the normal code share conditions, and the Aeromexico Part 216 special authorization is requested for an indefinite period. 1 In support of this Joint Application, Aeromexico, Delta, and Pinnacle state as

follows: 1. Aeromexico is a flag carrier of the United Mexican States and currently holds a foreign air carrier permit which authorizes service between Mexico and 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.

1 To the extent necessary, the Joint Applicant s request waivers of the 45-day advance filing requirement for codeshare statements of authoriz ation under 14 C.F.R. Part 212 and the 60-day advance filing requirement for special author izations under 14 C.F.R. Part 216.Joint Application of Aeromexico, Delta, and Pinnacle Page 3 By this application, Aeromexico seeks an exemption to engage in scheduled foreign air transportation of persons, property and mail (1) between Atlanta, Georgia, on the one hand, and Monterrey, Cozumel, and Guadalajara, Mexico, on the other hand, by displaying its “AM” designator code on flights operated Pinnacle, and (2) between Detroit, Michigan and Monterrey, Mexico by displaying its “AM” designator code on flights operated by Pinnacle. Aeromexico currently holds exemption authority to serve the Atlanta-Guadalajara route by displaying its code on flights operated by Delta and exemption authority to serve the Atlanta-Mont errey route by displaying its code on flights operated by Delta and/or Atlantic Southeast Airlines, Inc. See, Dockets DOT-OST-1999- 5615 and DOT-OST-2001-10369. Aeromexico will be applying to the Mexican Direccion General de Aeronautica Civil for approval of the Pinnacle code share arrangement and issuance of the permits necessary to implem ent the code sharing, and it will provide the necessary transborder codeshare designations to the Department. In addition, Aeromexico seeks a beyond-gateway exemption identical to the authority it currently holds with Delta and two other Delta Connection carriers -- Comair, Inc. (“Comair) and Atlantic Southeast Airlines, Inc. (“ASA”) -- permitting Aeromexico to serve U.S. points beyond its U.S. gateway points by displaying its “AM” code, on a blind sector basis, on flights operated by Pinnacle. 2 Aeromexico also seeks a special authorization -- also identical to the authority it currently holds with Delta, Comair, and ASA -- permitting it to serve Canadian points beyond its U.S. gateway points by displaying its “AM*” code, on a blind sector basis, on flights operated by Pinnacle. 2. Pinnacle holds authority to serve the above named U.S.-Mexico transborder routes pursuant to a codeshare agreement with Delta. See, NOAT May 24,

2010 in Docket DOT-OST-2010-0129 and Order 2010-1-2.

2 Aeromexico’s blanket beyond gateway codes hare exemption on Delta/ Comair/ASA was last renewed by NOAT November 23, 2009 in Docket DOT-OST-1997-3289.Joint Application of Aeromexico, Delta, and Pinnacle Page 4 3. The proposed codeshare services will be operated pursuant to the Delta/Aeromexico codeshare agreement prev iously approved by the Department and an ancillary Delta/Aeromexico/Pinnacle codeshare agreement. A redacted copy of the ancillary Delta/Aeromexico/Pinnacle codeshare agreement is attached to this Application. 4. The same public interest considerations that supported the grant of codeshare authority to Aeromexico and Delta/Atlantic Southeast/Comair apply with equal force to the services operated by Pinnacle on behalf of Delta. Aeromexico and Delta have a longstanding codesharing relationshi p, and grant of this application will enable Aeromexico to further expand its on-line service options, prov iding important new service and competitive options to U.S. – Mexico travelers and shippers. 5. Approval of the requested authority is consistent with the U.S. – Mexico Air Transport Services Agreement, including the amendment that was signed on December 12, 2005. The Department has granted multiple similar U.S. – Mexico codesharing requests, finding that the exercise of such codeshare rights “will benefit travelers, shippers, businesses, cities, airlines , and airports.” DOT Order 99-6-6, at 6. The special authorization for Aeromexico under Part 216 is consistent with Annex III, Paragraph 2 of the U.S.-Mexico agreement 3 and is also consistent with Departmentprecedent. By action taken on April 9, 2002 in Dockets DOT-OST-1997-3289 and OST2000-7708, the Department amended Delta/Comair/ASA’s blanket beyond gateway codeshare authority to include blind-sector AM* codeshare services on Delta/Comair/ASA operated services between the United States and Canada and granted Aeromexico associated commingling authority under Part 216.

3 “Any designated airline of one Party may enter into cooperative marketing arrangements with an airline or airlines of either Party, or of a thir d country, to provide scheduled service to intermediate points not included in the route schedule set forth in Annex I, and to points behind or beyond the territory of that other Party not included in that route schedule, but such arrangements shall not include the rights to pick up or discharge tr affic between that other Party's territory and the behind, intermediate, and beyond point or points.”Joint Application of Aeromexico, Delta, and Pinnacle Page 5 6. To the extent necessary, the Joint Applicants request that the Department consolidate this application into the exis ting Aeromexico/Delta/Comair/ASA codeshare authority dockets (DOT-OST-2000-7708 and DOT-OST-1997-3289). The Joint Applicants further request that the authority requested here for Aeromexico codesharing on Pinnacle beyond U.S. gateway operations be administered jointly with the authority for Aeromexico codesharing on Delta/Comair/ASA beyond U.S. gateway operations such that any point notice given for one Delta/Delta Connection carrier is deemed notice for Delta, Comair, ASA and Pinnacle. The Joint Applicants will continue to rely on the established practice whereby any notice for a beyond gateway point is deemed notice for that point via all authorized gateways. The Joint Applicants incorporate by reference all previous beyond point notices prov ided in dockets DOT-OST-2000-7708 and DOTOST-1997-3289. The Joint Applicants also hereby provide notice of Aeromexico codeshare service to the following new beyond U.S. gateway point that has not been previously noticed in dockets DOT- OST-2000-7708/DOT-OST-1997-3289: Pasco, WA (PSC). WHEREFORE, Aeromexico, Delta, and Pinnacle request that the Department promptly grant the authority described herein. Respectfully submitted,

/s/ William C. Evans

_______________________ _____________________ William C. Evans LAW OFFICE OF JOHN L. MIETUS, LLC

Counsel for AEROVIAS de MEXICO, S.A. de C.V. Alexander Van der Bellen Managing Director, Government Affairs & Associate General Counsel DELTA AIR LINES, INC.

/s/ Megan Rae Rosia

_______________________ Megan Rae Rosia Vice President, Government Affairs PINNACLE AIRLINES CORP.CERTIFICATE OF SERVICE A copy of the foregoing Joint Application has been served this 21st day of October, 2010 upon the following persons via email:

Carrier Name Email Address AirTran Edward Faberman efaberman@wileyrein.com Alaska Marshall Sinick msinick@ssd.com American Carl Nelson carl.nelson@aa.com Frontier/Republic Bob Cohn robert.cohn@hoganlovells.com Frontier/Republic Pat Rizzi patrick.rizzi@hoganlovells.com JetBlue Jonathan Hill jhill@dowlohnes.com JetBlue Robert Land robert.land@jetblue.com Spirit Airlines David Kirstein dkirstein@yklaw.com Spirit Airlines Joanne Young jyoung@yklaw.com Sun Country John Fredericksen John.Fredericksen@suncountry.com United/Continental Jeffrey Manley jeffrey.manley@united.com United/Continental Steve Morrissey steve.morrissey@united.com United/Continental Dan Weiss dan.weiss@coair.com United/Continental Hershel Kamen hkamen@coair.com US Airways Benjamin Slocum benjamin.slocum@usairways.com US Airways Howard Kass howard_kass@usairways.com USA 3000 Pierre Murphy pmurphy@lopmurphy.com Virgin America Barbara Russell barbara.russell@virginamerica.com

byerlyjr@state.gov esta.rosenberg@dot.gov brian.hedberg@dot.gov john.allen@faa.gov info@airlineinfo.com