BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of
DELTA AIR LINES, INC. AEROVIAS DE MEXICO, S.A. DE C.V. and SHUTTLE AMERICA CORPORATION

for a statement of authorization pursuant to 14 C.F R. Part 212, an exemption pursuant to 49 U.S.C. § 40109(c), and special authorization pursuant to 14 C.F.R. Part 216 ) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 1997

- 3289 DOT

- OST

- 2000

- 7708

JOINT APPLICATION OF DELTA AIR LINES, INC., AEROVIAS DE MEXICO ,S.A. DE C.V.
, AND S HUTTLE AMERICA CORPORATION FOR A STATEMENT OF AUTHORIZATION, EXEMPTION AND SPECIAL AUTHORIZATION

Communications with respect to this document should be sent to:

Alexander Van der Bellen Managing Director

– Regulatory and International

Affairs & Associate General Counsel Christopher Walker Regional Director

– Regulatory and International

Affairs DELTA AIR LINES, INC. 1212 New York Avenue, NW Suite 200 Washington, DC 20005 (202) 842

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

John R. Mietus, Jr. Law Office of John Mietus, LLC 6701 Democracy Blvd., Suite 300 Bethesda, MD 20817

- 7500 (202) 747

- 5212 john@mietuslaw.com

Counsel for AEROVIAS DE MEXICO, S.A. DE C.V.

November 5 , 2014 Ethan J. Blank Vice President and General Counsel Scott L. Durgin

Vice President, Administration REPUBLIC AIRWAYS HOLDINGS INC. 8909 Purdue Road Indianapolis, Indiana 46268

Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 (202) 637

- 4999

Counsel for SHUTTLE AMERICA CORPORATION

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
DELTA AIR LINES, INC. AEROVIAS DE MEXICO, S.A. DE C.V. and SHUTTLE AMERICA CORPORATION

for a statement of authorization pursuant to 14 C.F R. Part 212, an exemption pursuant to 49 U.S.C. § 40109(c), and special authorization pursuant to 14 C.F.R. Part 216 ) ) ) ) ) ) ) ) ) ) ) Docket DOT

- OST

- 1997

- 3289 DOT

- OST

- 2000

- 7708

JOINT APPLICATION OF DELTA AIR LINES, INC., AEROVIAS DE MEXICO ,S.A. DE C.V.
, AND S HUTTLE AMERICA CORPORATION FOR A STATEMENT OF AUTHORIZATION, EXEMPTION AND SPECIAL AUTHORIZATION

Delta Air Lines, Inc. (“Delta”), Aerovias de Mexico, S.A. de C.V. (“Aeromexico”),

and Shuttle America Corporation (“Shuttle America”) (together, the “Joint Applicants”)

her eby apply for authority to expand Aeromexico’s existing codesharing on Delta to

include Delta Connection operations by Shuttle America and Chautauqua Airlines, Inc.

(“Chautauqua”). Specifically, pursuant to 14 C.F.R. Part 212, Shuttle America seeks a

stat ement of authorization allowing it to display Aeromexico’s “AM*” code on Delta

Connection flights Shuttle America 1 operates : (a) on a blind

- sector basis between

Aeromexico’s U.S. gateway points and other points in the U.S., and (b) between any point

or points in the United States and any point or points in third countries on a blind

- sector

basis for the carriage of Aeromexico’s traffic between Mexico and third countries. 2

1 Although the AM* code will also be displayed on similar Delta Connection flights operated by Chautauqua, Chautauqua only operates service with small aircraft (having 60 or fewer passenger seats). Therefore, under 14 C.F.R. §§ 206.5, 212.1, and 298.11, no statement of authorization is needed for the codeshare services to be operated by Chautauqua.

2 To the e xtent necessary, the Joint Applicants request consolidation of this Joint Application into Dockets DOT

- OST

- 1997

- 3289 and DOT

- OST

- 2000

- 7708, the Dockets established by the Department for the administration of codesharing authorization issued to Delta and A eromexico.Joint Application of Delta, Aeromexico, and Shuttle America Page 2

Additionally, 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 between

A eromexico’s authorized U.S. gateway points and other points within the U.S. for the

purpose of blind

- sector, codesharing services between the U.S. gateway points and other

points in the U.S. on Delta Connection flights operated by Shuttle America and

Chaut auqua. Aeromexico also seeks a special authorization pursuant to 14 C.F.R. Part

216 to permit Aeromexico to commingle traffic between Mexico and third countries (that is,

traffic not in foreign air transportation) on the same services that carry traffic t hat is in

foreign air transportation between Mexico and the United States and between the United

States and third countries, in conjunction with third

- country codesharing services with

Delta/Delta Connection.

Shuttle America requests that its statement of authorization be valid for an

indefinite period subject to the Department’s normal codeshare conditions, and the

Aeromexico exemption and special authorization are requested for at least one year

. 3

In support of this Joint Application, Delta, Aeromexico, and Shuttle America state

as follows:

1. Aeromexico is a flag carrier of the United Mexican States and curre ntly

holds a foreign air carrier permit which authorizes service between Mexico and numerous

U.S. points. DOT Order 91

- 5

- 25. Pursuant to its permit and various exemption authorities,

Aeromexico provides extensive service between Mexico and the United Stat es. By this

application, Aeromexico seeks a beyond

- gateway exemption identical to the authority it

currently holds with respect to Delta and several Delta Connection carriers; that is, an

exemption permitting Aeromexico to serve U.S. points beyond its U.S . gateway points by

3 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 so that the proposed codeshare services may begin without delay.Joint Application of Delta, Aeromexico, and Shuttle America Page 3

displaying its “AM*” code, on a blind

- sector basis, on Delta Connection flights operated by

Shuttle America and Chautauqua. 4 Aeromexico also seeks a special authorization

–
again identical to the authority it currently holds with respe ct to Delta and certain other

Delta Connection carriers

– permitting it to serve points in third countries beyond its U.S.

gateway points by displaying its “AM*” code, on a blind

- sector basis, on Delta Connection

flights operated by Shuttle America and Cha utauqua. 5

2. Shuttle America is a certificated U.S. air carrier that operates Delta

Connection flights for marketing and sale by Delta. To carry the “AM*” code on its Delta

Connection flights in the United States and to and from third countries, Shuttle Ameri ca

similarly requests the same codesharing authority obtained by other Delta Connection

carriers. Specifically, Shuttle America requests a statement of authorization allowing

Shuttle America to display Aeromexico’s “AM*” code on Delta Connection flights S huttle

America operates, as described above on a blind

- sector basis between: (a) Aeromexico’s

U.S. gateways and other U.S. points and (b) between U.S. points and points in third

countries. 6

3. The proposed codeshare services will be operated pursuant to the

Delta/Aeromexico codeshare agreement previously approved by the Department and

ancillary Delta/Aeromexico/Shuttle America and Delta/Aeromexico/Chautauqua

4 Aeromexico exemptions for su ch codesharing are in force for the following carriers: Delta and ExpressJet (last Notice of Action Taken (NOAT) dated Apr. 16, 2013, APA renewal pending), SkyWest (last NOAT dated May 19, 2014 in Docket OST

- 2008

- 0305), Endeavor (last NOAT dated Nov. 18, 2013), and Compass (last NOAT dated Apr. 10, 2014).

5 Similar special authorizations are in force for Delta, Endeavor, ExpressJet, and SkyWest under a consolidated authorization granted by NOAT dated May 21, 2013.

6 Such statements of authorization cover t he domestic U.S. operations of the following carriers: Delta and ExpressJet (Order 99

- 6

- 6); SkyWest (NOAT dated Dec. 19, 2008 in Docket OST

- 2008

- 0305); and Endeavor (NOAT dated Feb. 25, 2011). A statement of authorization issued by NOAT dated Apr. 19, 20 12 covers operations by all of these carriers to third countries (OST

- 1997

- 3289).Joint Application of Delta, Aeromexico, and Shuttle America Page 4

codeshare agreements. Redacted copies of the ancillary codeshare agreements are

attached to this Join t Application.

4. The same public interest considerations that have supported the grant of

codeshare authority to Aeromexico, Delta, and Delta Connection carriers apply with equal

force to the services operated by Shuttle America and Chautauqua on behalf of D elta.

Aeromexico and Delta have a longstanding codesharing relationship, and grant of this

Joint Application will enable Aeromexico to further expand its on

- line service options,

providing important new service and competitive options to U.S.

– Mexico tra velers and

shippers.

5. Approval of the requested authority is consistent with the U.S.

– Mexico Air

Transport Services Agreement, as most recently amended 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, o f the U.S.

- Mexico agreement 7

and with Department precedent.

6. To simplify administration of Aeromexico’s beyond

- gateway codesharing

on Delta and Delta Connection carriers, the Joint Applicants have docketed this Joint

Application with the identical authority granted with respect to Delta and Delta Connection

operations by Endeavor, ExpressJet, and Compass. The Joint Applicants further request

that, as the Department accepted with respect to Endeavor, any point notice given for one

6 “Any designated airline of one Party may enter into cooperative marketing arrangements with an airline or airlines of either Party, or of a third country, to provide sched uled 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 traffic between that other Party's territory and the behind, intermediate, and beyond point or points.”Joint Application of Delta, Aeromexico, and Shuttle America Page 5

Delta/Delta Connection carr ier be deemed notice for Delta, ExpressJet, Endeavor,

Compass, Shuttle America, and Chautauqua with respect to that point as served via any

of Aeromexico’s authorized U.S. gateways. The Joint Applicants further incorporate by

reference all previous beyon d

- gateway point notices provided in the above

- captioned

dockets as notice with respect to Shuttle America and Chautauqua.

WHEREFORE, Delta, Aeromexico, and Shuttle America request that the

Department promptly grant the authority described herein.

Res pectfully submitted,

/s/ John R. Mietus, Jr.

________________________________ ________________________________ Alexander Van der Bellen Managing Director

– Regulatory and

International Affairs & Associate General Counsel DELTA AIR LINES, INC. John R. Mietus, Jr. LAW OFFICE OF JOHN MIETUS, LLC

Counsel for AEROVIAS DE MEXICO, S.A. DE C.V.

/s/ Robert E. Cohn

________________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP

Counsel for SHUTTLE AMERICA CORPORATIONCERTIFICATE OF SERVICE

A copy of the foregoing Application has been served this 5 th day of November, 2014, upon the following persons via email:

Air Carrier Name Email Address

Alaska Airlines Marshall Sinick msinick@ssd.com American Howard Kass howard.kass@aa.com American Robert Wirick robert.wirick@aa.com Frontier Mark Atwood matwood@cozen.com Frontier Steve Lachter stephen.lachter@lachterlaw.com Hawaiian/JetBlue Jonathan Hill jhill@cooley.com H awaiian/JetBlue Parker Erkmann perkmann@cooley.com JetBlue Robert Land robert.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 Thomas Bolling thomas.bolling@united.com Virgin America Barbara Russell barbara.russell@virginamerica.com

Brian Hedberg brian.hedberg@dot.gov Robert Finamore robert.finamo re@dot.gov Brett Kruger brett.kruger@dot.gov Info info@airlineinfo.com