BEFORE THE

DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ Joint Application of ) )

AEROVIAS DE MEXICO, S.A. DE C.V. ) DELTA AIR LINES, INC. ) Docket s OST

- 1997

- 3289
COMPASS AIRLINES , LLC ) OST

- 2000

- 7708 ) OST

- 2014

-

_____ for exem ptions under 49 U.S.C. § 40109 and )

statement s of authorization under 14 C.F.R. )

Part 212 (Los Angeles

- Monterrey) ) __________________________________________)

JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V., DELTA AIR LINES, INC., AND COMPASS AIRLINES, LLC

Communications with respect to this document should be sent to:

John R. Mietus, Jr. Alexander Van der Bellen

L aw Office of John Mietus, LLC Managing Director, Regulatory and Int’l 6701 Democracy Blvd., Suite 300 Affairs & Associate General Counsel Bethesda, MD 20817

- 7500 Christopher Walker (202) 747

- 5212 Regional Director, Regulatory and Int’l john@mietuslaw.com Affairs

Counsel for AEROVI AS DE MEXICO, DELTA AIR LINES, INC.

S.A. DE C.V. 1212 New York Avenue, NW Washington, DC 20005 Lisa A. Harig (202) 842

- 4184 McBreen & Kopko sascha.vanderbellen@delta.com 1501 Lee Highway, Suite 180 chris.walker@delta.com Arlington, VA 222 09 (703) 247

- 5487 lharig@mklawdc.com

Co unsel for COMPASS AIRLINES, LLC

NOTICE: Any person may support or oppose this application by filing an answer and serving a copy of the answer on counsel for the Joint Applicants and upon persons served with this application no

later than March 2 5 , 2014.

March 10 , 2014BEFORE THE

DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ Joint Application of ) ) AEROVIAS de MEXICO, S.A. de C.V. ) DELTA AIR LINES, INC. ) Docket s OST

- 1997

- 3289
COMPASS AIRLINES, LLC ) OST

- 2000

- 7708 ) OST

- 2014

-

_____ for exem ptions under 49 U.S.C. § 40109 and )

statement s of authorization under 14 C.F.R. )

Part 212 (Los Angeles

- Monterrey) ) __________________________________________)

JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V., DELTA AIR LINES, INC., AND COMPASS AIRLINES, LLC

Pursuant to 49 U.S.C. § 40109 and Subpart C of the Department’s

Rules of Practice, Delta Air Lines, Inc. (“Delta”) and Compass Airlines, LLC

(“Compass”) (together, the “Joint Applicants”) hereby apply for exemptions

from 49 U.S.C. § 41101 authorizing each to engage in scheduled foreign air

transportation of persons, property, and mail between Los Angeles,

California and Monterrey, Mexico. The Joint Applicants also apply for

statements of a uthorization to carry the “AM” code of Aerovias de Mexico,

S.A. de C.V. (“Aeromexico”) on their flights. Delta intends to operate a B737

-

800 equipped with 16 first class, 18 economy comfort class, and 126 economy

class seats; Compass intends to operate Emb raer 175 aircraft with 12 first

class , 12 economy comfort class, and 52 economy class seats. The Joint

Applicants intend to operate year

- round service beginning on or about- 2

- Aeromexico, Delta, and Compass

Joint Code

- Sharing Application

October 1, 2014 and request that the requested authority be granted as soon

as pos sible

. In support of this Joint Application, Delta and Compass state as

follows:

1. The Joint Applicants request the issuance of the following

authorities:

a) an exemption to Delta, pursuant to 49 U.S.C. § 40109, authorizing Delta to engage in schedul ed foreign air transportation of persons, property and mail on the Los Angeles

Monterrey route;

b) an exemption to Compass authorizing it to engage in scheduled foreign air transportation of persons, property and mail on the Los Angeles

- Monterrey route;

c ) a statement of authorization to Delta, pursuant to 14 C.F.R. Part 212, to permit Delta to display Aeromexico’s “AM” designator code on flights operated by Delta on the Los Angeles

Monterrey route.

c ) a statement of authorization to Compass to permit it to display Aeromexico’s “AM” designator code on flights operated by Compass on the Los Angeles

- Monterrey route.

2. The proposed service will provide significant benefits to travelers

and shippers and i s clearly in the public interest. The requested exemption

authority is fully consistent with the terms of the U.S.

- Mexico Air Transport

Agreement (“Agreement”) as most recently amended 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). Three U.S. carrier designations are authorized for

th is market, and all three designations are available. Agreement Annex- 3

- Aeromexico, Delta, and Compass

Joint Code

- Sharing Application

I(B)(4

- 5). The Joint Applicants request that the Department promptly notify

the Government of Mexico of their designation s on this route.

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

a foreign air carrier permit which authoriz es service between Mexico and

numerous U.S. points. Order 91

- 5

- 25. Pursuant to its permit and various

exemption authorities, Aeromexico provides extensive service betwee n

Mexico and the United States. Aeromexico currently holds exemption

authority in the Los Angeles

- Monterrey market by Notice of Action Taken

dated October 22, 2013 in Docket OST

- 2013

- 0182.

4. Delta and Compass each hold various certificates of public

convenience and necessity and exemptions authorizing them 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 2010

- 3

- 12 , and Compass’s exemption issued by Notice of

Action T aken dated April 16, 2013 in Docket OST

- 2013

- 0063. Pursuant to

Rule 24 of the Department’s Rules of Practice, Delta and Compass ask the

Department to take official notice of all data on file with the Department

necessary to establish their continuing fitn ess.- 4

- Aeromexico, Delta, and Compass

Joint Code

- Sharing Application

5. Delta, Compass, and Aeromexico plan to introduce the proposed

codeshare services upon receipt of all necessary DOT and Mexico DGAC

approvals, and request that the exemptions and statements of authorization

be granted as soon as possible so that Delta and Aeromexico can market

t hese services without delay. 1 The Joint Applicants request that the

Department grant the requested exemptions for a period of at least two years

and the statements of authorization for an indefinite duration.

6. The propo sed codeshare services will be operated pursuant to the

existing Delta/Aeromexico codeshare agreement previously approved by the

Department.

7. Approval of the requested codeshare authorities is in the public

interest and will provide important additiona l service and competitive

options to U.S.

– Mexico travelers and shippers. Authorizing Aeromexico to

display its code on this additional Delta route will enhance competition and

expand price and service optio ns for U.S.

– Mexico travelers.

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. In the event that the exemption requests are ripe for action before DOT has

receive d the codeshare letter for Aeromexico from Mexico DGAC, Delta and Compass request that their exemptions be approved and action deferred on the Aeromexico portion of this application.- 5

- Aeromexico, Delta, and Compass

Joint Code

- Sharing Application

8. Approval of the codeshare exemptions and statements of

authorization also is consistent with the U.S.

– Mexico Agreement. 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 authority to codeshare on the Joint Applicants’ service s on

this route.

9. Th e Joint Applicants 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.

10. Delta affirms that its operation of these routes wi ll have no impact

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

11. The environmental impacts of the proposed services are de

minimis , and the Joint Applicants do not anticipate that the proposed

services will cause a near

- term net annual change in aircraft fuel

consumption of 10 million gallons or more.- 6

- Aeromexico, Delta, and Compass

Joint Code

- Sharing Application

WHEREFORE, Delta Air Lines, Inc. and Compass Airlines, LLC

request issuance of exemption authorities to engage in scheduled foreign air

transportation of persons, property, and mail on t he Los Angeles

- Monterrey

route, statements of authorization to display the code of Aerovias de Mexico,

S.A. de C.V. on those flights, and such other and different relief as may be

necessary or proper.

Respectfully submitted,

John R. Mietus, Jr. Alexander Van der Bellen Law Office of John Mietus, LLC Managing Director, Regulatory and Int’l 6701 Democracy Blvd., Suite 300 Affairs & Associate General Counsel Bethesda, MD 20817

- 7500 Christopher Walker (202) 747

- 5212 Regional Director, Regul atory and Int’l john@mietuslaw.com Affairs Counsel for AEROVIAS DE MEXICO, DELTA AIR LINES, INC.

S.A. DE C.V. 1212 New York Avenue, NW Washington, DC 20005 (202) 842

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

Lisa A. Harig McBreen & Kopko 1501 Lee Highway, Suite 180 Arlington, VA 22209 (703) 247

- 5487 lharig@mklawdc.com

Counsel for COMPA SS AIRLINES, LLC

March 10 , 2014CERTIFICATE OF SERVICE

I hereby certify that I have

, this 10 th day of March, 2014 caused a copy

of the foregoing Joint Application to be served by electronic mail on the

following persons :

robert.wirick, francis.heil@aa.com lhalloway@crowell.com for United dan.weiss, steve.morrissey@united.com howard.kass, benjamin.slocum@usairways.com nssparks, gbleopard@fedex.com jrichardson@johnlrichardson.com + jcanny@amerijet.com anita.mosner, jennifer.nowak@hklaw.com for UPS jhill@cooley.com for Hawaiian and JetBlue robert.land@jetblue.com thomas.ting@suncountry.com bob.kneisley, leslie.abbott@wnco.com for Southwest and AirTran robert.cohn, patrick.rizzi@hoganlovells.com for Frontier/Republic jyoung, dkirstein@yklaw.c om for Spirit
msinick@ssd.com for Alaska agoerlich@ggh

- airlaw.com for Ryan Int'l barbara.russell@virginamerica.com urskr@state.gov john.s.duncan@faa.gov

_____________________________ John R. Mietus , Jr.

4821

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- 3876, v. 1