BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of

DELTA AIR LINES, INC. ; AEROVIAS DE MEXICO, S.A. de C.V. ; and 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

( Los Angeles

- Mazatlán ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 201 4

- 0045 Docket DOT

- OST

- 1997

- 3289 Docket DOT

- OST

- 2000

- 7708

JOINT APPLICATION OF DELTA AIR LINES, INC. ; AEROVIAS de MEXIC O, S.A. de C.V. ; AND COMPASS AIRLINES, LLC FOR AN EXEMPTION AND A STATEMENT OF AUTHORIZATION

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) 247

- 5487 lharig@mklawdc.com

Counsel for COMPASS AIRLINES, LLC Alexander Van der Bellen Managing Director

– Regulatory and International

Affairs & Associate General Counsel Christopher Walker Regional Director

– Regulatory and International

Affairs DELTA AIR LINE S, INC. 1212 New York Avenue, N.W. Washington, D.C. 20005 (202) 842

- 4184 sascha.vanderbellen@delta.com chris.walker@delta.com

April 15

, 201 5

Notice: Delta 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

DELTA AIR LINES, INC.; AEROVIAS DE MEXICO, S.A. de C.V.; and 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

(Los Angeles

- Mazatlán) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 2014

- 0045 Docket DOT

- OST

- 1997

- 3289 Docket DOT

- OST

- 2000

- 7708

JOINT APPLICATION OF DELTA AIR LINES, INC.; AEROVIAS de MEXIC O, S.A. de C.V. ; AND COMPASS AIRLINES, LLC FOR AN EXEMPTION AND A STATEMENT OF AUTHORIZATION

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

Practice

, Compass Airlines, LLC (“ Compass ”) hereby applies for an exemption from 49

U.S.C. § 4 1101 authorizing Compass to engage in scheduled foreign air transportation

of persons, property, and mail between Los Angeles , CA (LAX ) and Mazatlán , Mexico

( MZT )

. Compass seeks a statement of authorization to carry the code of Aerovias de

Mexico, S.A. de C.V. (“Aeromexico”) on this route, and Aeromexico, which holds

exemption authority to serve the route by placing its code on Delta

- operated flights,

seeks an amended exemption to serve the route by placing its code on Compass

operated flights.

Del ta would like to adjust service on this route starting December 1 , 2015. Delta

plans to utilize Compass operated 76

- seat Embraer ERJ

- 175 aircraft, equipped with 1 2

first class, 1 2 economy comfort class, and 52 economy class seats.Joint Application Page 2

In support of this Joint Applicatio n, Delta

, Aeromexico , and Compass 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 Los Angeles

Mazatlán route
, granted as soon as possible for a period of at least

two years ;
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, propert y and mail

on the Los Angeles

- Mazatlán route on a codeshare basis on flights

operated by Compass (issued for an initial period of one year) ; 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 s on flights operated by Compass on the Los Angeles

- Mazatlán

route

.

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 the terms of the U.S.

- Mexico Air Transport Agreement (“Agreement”) as
amended by the agre ement 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. carri er designations are authorized for the requested route
, Agreement Annex I(B)(4

- 5 ) , with one available. Delta requests that the Dpearmtnet

promptly notify the Government of Mexico of Compass’ s designation on this route.Joint Application Page 3

3. Compass is a well

- established regional carrier and holds various

certificate and exemption authorities permitting it to eng age in scheduled interstate and

foreign air transportation of persons, property and mail. See, e.g., See NOAT issued

April 16, 2013 in Dock et DOT

- OST

- 2013

- 0063. 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.

4. Aeromexico is a flag carrier of the United Mexican States and holds a

foreign air carrier permit , Order 91

- 5

- 25, and exemptions authorizing service between

Mexico and numerous U.S. points. Pursuant to this authority , Aeromexico provides

extensive service betwe en Mexico and the United States and, as noted above, currently

holds exemption authority to serve the Los Angeles

- Mazatlán route on a codeshare

basis on flights operated by Delta. See Notice of Action Taken dated July 25, 2014 in

Docket OST

- 2014

- 0045.

5. Delta holds various certificates of public convenience and necessity and

exemptions authorizing it to engage in scheduled foreign air transportation of persons,

property and mail, including between the United States and Mexico. See, e.g., Delta ’s

Certificate for Route 901

, issued by Order 2 010

- 3

- 12

. Pursuant to Rule 24 of the

Department’s Rules of Practice, Delta asks the Department to take official notice of all

data on file with the Department necessary to establish Delta’s fitness.

6. The Joint Applicants plan to introduce the proposed code share service s
upon receipt of all necessary DOT and Mexico DGAC approvals, and request t hat the

exemption and statement of authorization be granted as soon as possible so that

Compass

, Delta and Aeromexico can market these service s without delay. 1 Compass

request s that its codesharing statement of authorization remain in effect indefinitely,

1 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 4

consisten t with the duration of the U.S.

- Mexico codeshare authorities granted by DOT

Order 99

- 6

- 6.

7. The proposed codeshare service s will be operated pursuant to the

existing Delta/Aeromexico codeshare agreement previously approved by the

Department.

8. Approval of the requested codeshare authorities is in the public interest

and will provide important additional service an d competitive options to U.S.

- Mexico

t raveler s and shippers. Authority that permits Delta and Aero mexico to display their

code s on th is Compass

- operated transborder route will enhance competition and

expand price and service options for U.S.

- Mexico travelers.

9. Approval of the codeshare exemption and statement of authorizatio n 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 transborder 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 Mexican government will notify the U.S.

government of Aeromexico’s authorization to codeshare on the L os Angeles

- Mazatlán

route operated by Delta.

10. The Joint Applicants will cond uct these codeshare service s in accordance

with 14 C.F.R. Part 257 and the other conditions normally imposed by the Department

on codesharing statements of authorization.

11. D elta affirms that its operation of these route s will have no impact on

Delta’s Civil Reserve Air Fleet (“CRAF”) commitment.

12. The environmental impacts of Delta’s proposed services are de minimis,

and Delta does not anticipate that the proposed services will cau se a near

- term net

annual change in aircraft fuel consumption of 10 million gallons or more.Joint Application Page 5

WHEREFORE, Compass requests i ssuance of exemption authority to engage in

scheduled foreign air transportation of per sons, property, and mail on the Los Angeles

Mazatlán route

. Also, Compass

, Aeromexico and Delta request that the Department

promptly grant the statement of authorization described herein.

Respectfully submitted,

/s/ John R. Mietus, Jr. /s/

_______________________ ______ _____________________________

John R. Mietus, Jr. LAW OFFICE OF JOHN MIETUS, LLC

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

/s/ Lisa A. Harig /s/

_____________________________

Lisa A. Harig MCBREEN & KOPKO

Counsel for COMPASS AIRLINES, LLCCERTIFICATE OF SERVICE

A copy of the foregoing Application has been served this 1 5 th day of April , 2015

, upon the following persons via email:

Air Carrier Name Email Address

Alaska Airlines David Heffernan dheffernan@cozen.com Alaska Airlines Jeremy Ross jeremy.ross@alaskaair.com American Howard Kass howard.kass@aa.com American Robert Wirick robert.wirick@aa.com Frontier Mark Atwood matwood@cozen.com Frontier Steve Lachter s lachter@ cozen.com Hawaiian/JetBlue Jonathan Hill jhill@cooley.com Hawaiian/JetBlue Parker Erkmann perkmann@cooley.com JetBlue Robert Land rober t.land@jetblue.com Republic Bob Cohn robert.cohn@hoganlovells.com Republic Pat Rizzi patrick.rizzi@hoganlovells.com Southwest/AirTran Bob Kneisley bob.kneisley@wnco.com Southwest/AirTran Leslie Abbott leslie.abbott@wnco.com Spirit Airlines David Kirstein dkirstein@yklaw.com Spirit Airlines Joanne Young jyoung@yklaw.com Sun Country John Fredericksen john.fredericksen@suncountry.com Sun Country Thomas Ting thomas.ting@suncountry.com United Dan Weiss dan.weiss@united.com United Thoma s Bolling thomas.bolling@united.com Virgin America Barbara Russell barbara.russell@virginamerica.com

Brian Hedberg brian.hedberg@dot.gov Robert Finamore robert.finamore@dot.gov Brett Kruger brett.kruger@dot.gov Reese Davidson reese.davidson@dot.gov Info info@airlineinfo.com