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. : : and : Docket DOT-OST-2000-7708 : ATLANTIC SOUTHEAST AIRLINES , INC. : Docket DOT-OST-1997-3289 : for an amendment and renewal of exemption and : codeshare statement of aut horization (Mexico-U.S.) :

------------------------------------------------------------ ------------ JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND ATLANTIC SOUTHEAST AIRLINES, INC. FOR AN EXEMPTION AND STATEMENT OF AUTHORIZATION Communications with respect to th is document should be sent to:
Jon Lindlief Director – Planning & Development ATLANTIC SOUTHEAST AIRLINES, INC. 100 Hartsfield Centre Suite 700 Atlanta, GA 30354 Gerald F. Murphy CROWELL & MORING LLP 1001 Pennsylvania Avenue, NW Washington, D.C. 20004 (202) 624-2500 gmurphy@crowell.com Counsel for Atlantic Southeast Airlines, Inc. December 19, 2011 John R. Mietus, Jr. William C. Evans LAW OFFICE OF JOHN MIETUS, LLC 6701 Democracy Boulevard, Suite 300 Bethesda, MD 20817 (202) 747-5212 john@mietuslaw.com bill@mietuslaw.com Counsel for Aerovias de Mexico, S.A. de C.V.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

------------------------------------------------------------ ------------ Joint Application of : : AEROVIAS DE MEXICO S.A. DE C.V. : : and : Docket DOT-OST-2000-7708 : ATLANTIC SOUTHEAST AIRLINES , INC. : Docket DOT-OST-1997-3289 : for an amendment and renewal of exemption and : December 19, 2011 codeshare statement of aut horization (Mexico-U.S.) :

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JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND ATLANTIC SOUTHEAST AIRLINES, INC. FOR AN EXEMPTION AND STATEMENT OF AUTHORIZATION Aeromexico 1 applies, pursuant to 49 U.S.C. § 40 109, for an amendment and renewal of its 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 between Monterrey, Mexico and Detroit, Michig an by displaying its “AM” designator code on flights operated by Atlantic S outheast as Delta Connection. 2 Pursuant to 49 U.S.C. § 40109 and 14 C.F.R. Part 212, Atlantic Southeast seeks a st atement of authorizati on allowing it to display Aeromexico’s “AM” code on Delta Connection flights Atlantic Sout heast operates between

1 Common names are used for airlines. 2 Effective January 1, 2012, Atlantic South east will have acquired and been merged with ExpressJet, and will also formally have ch anged its name to “ExpressJet Airlines, Inc.” Accordingly, Aeromexico and Atlantic Southeast (t he “Joint Applicants”) ask that the requested authorities be issued in the name of ExpressJet Airlines, Inc. (f/k /a Atlantic Southeast Airlines, Inc.).Joint Application of Aeromexico and Atlantic Southeast Page 2 of 4 Detroit, Michigan and Atlanta, Georgia, on the one hand, and Monterrey, Mexico, on the other hand. The Joint Applicants desire to implem ent the proposed services as soon as possible. 3 The Joint Applicants state as follows in support of their application: 1. Aeromexico is a flag carrier of the United Mexican States and currently holds a foreign air carrier permit which authorizes serv ices between Mexico and numerous U.S. points. 4 Pursuant to its permit and various exemption aut horities, Aeromexico provides extensive service between Mexico and the U.S. 2. By this application, Aeromexico seeks amendment and renewal of its exemption to engage in scheduled foreign air trans portation of persons, property and mail between Monterrey, Mexico and Detroit, Michigan, by di splaying its “AM” design ator code on Delta Connection flights operated by A tlantic Southeast. Aeromexi co currently holds exemption authority to engage in foreign air transportation of persons, pr operty and mail between Detroit, Michigan and Monterrey, Mexico by displa ying its code on flights operated by Pinnacle, 5 and already holds the exemption authority necessary to display its code on Atlantic Southeast’s flights between Atlanta, Ge orgia and Monterrey, Mexico. 6 Aeromexico has applied to the Dirección General de Aeronautica Civil for a pproval of the Atlantic Southeast codeshare arrangement and issuance of the permits necessa ry to implement the codesharing, and it will provide the necessary transborder codesh are designations to the Department.

3 To the extent necessary, the Joint A pplicants request waivers of the 45-day advance filing requirement for codeshare statements of authorization under 14 C.F.R. Part 212. 4 See Order 91-5-25. 5 See Notice of Action Taken dated February 25, 2011 in Dockets DOT-OST-2000- 7708 and DOT-OST-1997-3289. 6 See Notice of Action Taken dated December 6, 2011 in Docket DOT-2001- 10369.Joint Application of Aeromexico and Atlantic Southeast Page 3 of 4 3. Atlantic Southeast currently holds exemp tion authority to engage in foreign air transportation of persons, propert y and mail between Atlanta, Geor gia and Detroit, Michigan, on the one hand, and Monterrey, Mexico, on the other hand, which it operates pursuant to a codeshare agreement with Delta. 7 By this applicati on, Atlantic Southeast seeks a statement of authorization to display Aeromexico’s “AM” code on these Delta Connection flights. 4. The proposed U.S.-Mexico codeshare services will be operated pursuant to the existing Delta/Aeromexico codesharing/blocked space agreement, as amended to add services operated by Atlantic Southeast. The agreement and amendment have previously been submitted and approved by the Department. 8 5. Approval of the requested authority is consistent with the U.S.-Mexico Air Transport Services Agreement, as amended. The Department has granted multiple similar U.S.- Mexico codeshare requests, finding that the exer cise of such codeshar e rights “will benefit travelers, shippers, businesses, cities, airlines, and airports.” 9 6. To the extent necessary, the Joint Applicants request that the Department consolidate this application into th e existing Aeromexico/Delta/Atlantic Southeast/Comair/Pinnacle c odeshare authority dockets. 10 7. The Joint Applicants urge the Department to act promptly so they can begin marketing these Atlanta/Detroit-Mo nterrey flights as soon as possibl e. The same public interest considerations that supp orted the grant of codeshare authorit y to Aeromexico and Delta/Pinnacle, as well as the grant of the underlyi ng exemption authority to Atlant ic Southeast, apply with equal

7 See Notice of Action Taken dated May 4, 2011 in Docket DOT-OST-2011-0089. 8 The Joint Applicants further requests th at the Department, pursuant to Rule 24 of its Rules of Practice, take official notice of a ll information previously filed to establish their fitness to provide the proposed codeshare se rvices described in this application. 9 Order 99-6-6 at 6. 10 See Dockets DOT-OST-2000-7708 and DOT-OST-1997-3289.