BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of

SOCIEDAD AERONAUTICA DE MEDELLIN CONSOLIDADA S.A. for an exemption pursuant to 49 U.S.C. § 40109 (Colombia - U.S.) and statement of authorization pursuant to Part 212 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2008-0143

Application of DELTA AIR LINES, INC. for an amended exemption pursuant to 49 U.S.C. § 40109 ) ) ) ) ) ) ) ) Docket DOT-OST-2002-14057

JOINT APPLICATION OF SOCIEDAD AERONAUTICA DE MEDELLÍN CONSOLIDADA S.A. AND DELTA AIR LINES, INC.

Communications with respect to this document should be sent to: Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel Jeff Morgan Regional Director, Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, NW Suite 200 Washington, DC 20005 (202) 842-4184 sascha.vanderbellen@delta.com

March 19, 2010 Richard D. Mathias, Esq. David Endersbee, Esq. ZUCKERT, SCOUTT & RASENBERGER LLP 888 Seventeenth Street, N.W. Suite 700 Washington, DC 20037 Phone: (202) 298-8660 Fax: (202) 342-0683 E-mail: rdmathias@zsrlaw.com dmendersbee@zsrlaw.com

Counsel for SOCIEDAD AERONAUTICA DE MEDELLIN CONSOLIDADA S.A.

NOTICE: The Joint Applicants are conducting a poll on this application and will advise the Department of the results as soon as possible.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Application of

SOCIEDAD AERONAUTICA DE MEDELLIN CONSOLIDADA S.A. for an exemption pursuant to 49 U.S.C. § 40109 (Colombia - U.S.) and statement of authorization pursuant to Part 212 ) ) ) ) ) ) ) ) ) ) Docket DOT-OST-2008-0143

Application of DELTA AIR LINES, INC. for an amended exemption pursuant to 49 U.S.C. § 40109 ) ) ) ) ) ) ) ) Docket DOT-OST-2002-14057

JOINT APPLICATION OF SOCIEDAD AERONAUTICA DE MEDELLÍN CONSOLIDADA S.A. AND DELTA AIR LINES, INC. Pursuant to Rule 5 of the Department's Rules of Practice, Sociedad Aeronautica de Medellín Consolidada S.A. (“SAM”) amends t he exemption application it filed on April 18, 2008, as amended on July 11, 2008, and requests a statement of authorization so that it may display the code of Delta Air Lines, Inc. (“Delta”) on SAM’s intra-Colombia and Colombia-third country flights, pursuant to codesharing agreements between Delta and Aerovías del Continente Americano SA Avianca (“Avianca”) and between Delta and SAM. For its part, Delta seeks an amendment of its existing exemption authority to permit it to display its code on SAM’s intra-Colombia and Colombia-third country flights, in connection with Delta and Avianca’s existing codesharing services. Delta and SAM seek to begin offering codeshare services as soon as possible. Accordingly, the Joint Applicants request that this application be promptly approved, thatJoint Application of Delta and SAM Page 2 the requested exemptions be granted for a period of at least two years, and the requested statement of authorization be granted for an indefinite duration. 1 In support of this Application, the Joint Applicants submit the following: 1. SAM is a subsidiary of Avianca, the flag carrier of Colombia. In 2008 SAM applied for an exemption to engage in (1) scheduled and charter foreign air transportation of persons, property, and mail between a point or points in Colombia, on the one hand, and Miami, on the other hand; and (2) authority to operate other charter flights pursuant to Part 212 of the Department’s regulations. SAM also sought a statement of authorization pursuant to Part 212 in order for SAM to display Avianca’s AV* designator code on SAM flights operated pursuant to the requested exemption authority. SAM’s application remains pending. 2. SAM and Delta recently executed a codesharing agreement (a redacted copy of which is attached as Exhibit 1), pursuant to which SAM will display Delta’s DL* designator code on certain intra-Colombia flights operated by SAM in connection with Delta’s U.S. – Colombia service. This codesharing agreement adopts terms and conditions substantially similar to the main Avianca/Delta codesharing agreement previously approved by the Department. See Notices of Action Taken, February 3, 2003 and August 13, 2003, Docket DOT-OST-2002-14057. The proposed services are fully consistent with the Department’s prior Delta/Avianca codeshare approvals and with the U.S.-Colombia Air Transport Agreement. 3. To enable it to codeshare with Delta, SAM now requests (a) an exemption under 49 U.S.C. § 40109 to engage in scheduled foreign air transportation of persons, property, and mail to the extent necessary to display Delta’s “DL”* designator code on

1 The Joint Applicants hereby request a waiver of the 45-day advance filing requirement under Part 212 so that Delta/SAM codesharing se rvices may be introduced without delay.Joint Application of Delta and SAM Page 3 flights operated by SAM within Colombia and between Colombia and third country points, 2 and (b) a statement of authorization pursuant to 14 C.F.R. Part 212 to enable SAM to display Delta’s “DL” designator code in conjun ction with foreign air transportation on flights operated by SAM between Delta’s Colombia gateways and (1) any authorized point in

Colombia 3 and (2) Quito and Guayaquil, Ecuador. This statement of authorization requested by SAM would mirror the amended statement of authorization issued to Avianca by Notice of Action Taken February 9, 2005 in Docket DOT-OST-2002-14057. SAM incorporates by reference the fitness information previously filed in Docket DOTOST-2008-0143. 4. The initial city pairs where SAM will display Delta’s code are set forth in Exhibit 2. SAM and Delta may, in the future, expand the points on which Delta’s code is displayed. Therefore, the Joint Applicants request the broader authority described herein to provide them with the flexibility to expand Delta codeshare service to SAM operated flights beyond any of Delta’s Colombian gateway to any authorized Colombia/Ecuador point, consistent with the flexibility granted for Avianca operated flights. 5. Delta holds exemption authority under 49 U.S.C. § 40109 authorizing it to conduct, on a codeshare-only basis, scheduled foreign air transportation of persons, property, and mail persons, property, and mail, between points in the United States and (1) points in Colombia, via intermediate points and beyond 4 , and (2) Guayaquil and Quito,

2 SAM will not operate its own aircraft between the U.S. and Colombia, and seeks an exemption only to the extent necessary to permit Delta to hold out service on SAM operated flights pursuant to Delta’s codesharing agreements with Avianca and SAM.

3 The currently authorized Colombian points are Armenia, Bogota, Barranquilla, Bucaramanga, Cali, Cartagena de Indias, Cucuta, Manizales, M edellin, Pereira, and San Andres Island.

4 Delta’s authority to serve Colombia is limited to the five named and six selected points under the U.S.-Colombia Air Transport Agreement (Barranqu illa, Bogota, Cali, Cartagena de Indias, Medellin, Armenia, Bucaramanga, Cucuta, Manizale s, Pereira and San Andres Island).Joint Application of Delta and SAM Page 4 Ecuador, via intermediate points and beyond. 5 Delta also holds authority to combine services operated under these exemptions with all of its existing certificate and exemption authority, consistent with international agreements. Notice of Action Taken in Docket DOT-OST-2002-14057 (Aug. 13, 2003). This authority has remained in effect pursuant to Part 377 of the Department’s regulations as a renewal application was timely filed on June 13, 2005. 6. When the Department initially issued Delta’s exemption authority for these services, it specified that this authority was limited to codesharing with Avianca and

ACES. 6 Delta, therefore, seeks an amendment to this exemption to remove ACES and include SAM, in order to hold out service on SAM’s flights. 7. The same public interest considerations that supported the grant of codeshare authority to Delta and Avianca apply with equal force to the services operated by SAM on behalf of Avianca. Delta and Avianca have a longstanding codesharing relationship, and grant of this application will enable Delta to further expand its on-line service options to cities beyond Avianca’s Colombian gateways, benefiting the traveling public of both the U.S. and Colombia. The carriers intend to commence these codesharing services as soon as al l government approvals are obtained. 8. The proposed services are fully consistent with the Air Transport Agreement between the United States and Colombia, as amended, which allows U.S. carriers to enter into cooperative marketing arrangements including codesharing agreements with Colombian carriers.

5 Delta’s U.S.-Guayaquil/Quito authority is limit ed to the named points in the Air Transport Agreement between the United States and Ecuador. Due to U.S.-Ecuador bilateral limitations, Delta does not presently serve Ecuador under its co desharing agreement with Avianca. However, Delta wishes to maintain its exemption to serv e Quito and Guayaquil on a codeshare basis in case future U.S.-Ecuador bilateral co nditions permit such service.

6 ACES is no longer in existence.Joint Application of Delta and SAM Page 5 9. Delta and SAM will conduct 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. Delta's engagement in these codeshare services will not affect its commitment of aircraft to the CRAF program. 10. Delta will rely on SAM’s IOSA certification to support the instant codeshare request. Delta’s compliance statement on SAM’s IOSA codeshare safety audit was presented to the Federal Aviation Administration on September 17, 2009. Delta received a no objection response from the FAA on October 7, 2009. The FAA has rated Colombia a Category 1 country. WHEREFORE, based upon the foregoing, Sociedad Aeronautica de Medellín Consolidada S.A. respectfully requests that it be granted an exemption and a statement of authorization, in order for it to engage in scheduled foreign air transportation of persons, property and mail, pursuant to its codesharing agreement with Delta Air Lines, Inc., and Delta Air Lines, Inc., requests an amendment to its exemption authority in order to engage in the codeshare services more fully described above.Joint Application of Delta and SAM Page 6

Respectfully submitted,

/s/ Richard D. Mathias

________________________________ ________________________________ Alexander Van der Bellen, Managing Director, Government Affairs and Associate General Counsel DELTA AIR LINES, INC. 1212 New York Avenue NW Washington, DC 20005 Phone: (202) 842-4184 Email: sascha.vanderbellen@delta.com Richard D. Mathias, Esq. David Endersbee, Esq. ZUCKERT, SCOUTT & RASENBERGER LLP 888 Seventeenth Street, N.W. Suite 700 Washington, DC 20037 Phone: (202) 298-8660 Fax: (202) 342-0683 E-mail: rdmathias@zsrlaw.com dmendersbee@zsrlaw.com

Counsel for SOCIEDAD AERONAUTICA DE MEDELLIN CONSOLIDADA S.A.EXHIBIT 1 Delta/SAM Codesharing AgreementEXHIBIT 2

Initial Codeshare Markets Delta “DL*” code on flights operated by SAM Between Bogota (BOG) and: Cali (CLO) Bucaramanga (BGA) Barranquilla (BAQ) Medellin (MDE) Cartagena (CTG) Pereira (PEI)CERTIFICATE OF SERVICE A copy of the foregoing document has been served this 19 th day of March, 2010, upon the following persons via email:

carl.nelson@aa.com dan.weiss@coair.com hershel.kamen@coair.com rbkeiner@crowell.com (for Continental) mrosia@crowell.com (for Continental) jeffrey.manley@united.com julie.oettinger@united.com howard.kass@usairways.com benjamin.slocum@usairways.com dkirstein@yklaw.com (for Spirit) jyoung@yklaw.com (for Spirit) jhill@dowlohnes.com (for JetBlue) robert.land@jetblue.com esta.rosenberg@dot.gov george.wellington@dot.gov brian.hedberg@dot.gov mike.orr@airlineinfo.com