BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC., EXPRESSJET AIRLINES, INC., COMAIR, INC., PINNACLE AIRLINES, INC., AEROVIAS de MEXICO, S.A. de C.V., and AEROLITORAL, S.A. de C.V. d/b/a AEROMEXICO CONNECT for exemption under 49 U.S.C. § 40109, statements of authorization under 14 C.F.R Part 212 (U.S.-Mexico beyond/behind gateway codesharing), and special authorization under 14 C.F.R. Part 216 (blind sector) ) ) ) ) ) ) ) ) ) ) ) ) ) ) DOT-OST-2000-7708 DOT-OST-1997-3289 DOT-OST-2001-10833

Joint Application of AEROVIAS de MEXICO, S.A. de C.V. And SKYWEST AIRLINES, INC.

for statements of authorization under 14 C.F.R Part 212 (U.S.-Mexico beyond/behind gateway codesharing) and special authorization under 14 C.F.R. Part 216 (blind sector) ) ) ) ) ) ) ) ) ) ) DOT-OST-2008-0305

JOINT APPLICATION OF DELTA AIR LINES, INC., EXPRESSJET AIRLINES, INC., COMAIR, INC., PINNACLE AIRLINES, INC., SKYWEST AIRLINES, INC., AEROVIAS de MEXICO, S.A. de C.V., and AEROLITORAL, S.A. de C.V. d/b/a AEROMEXICO CONNECT FOR AMENDED STATEMENTS OF AUTHORIZATION AND SPECIAL AUTHORIZATION, AND RENEWAL AND AMENDMENT OF EXEMPTION AUTHORITY

April 12, 2012 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.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. and AEROLITORAL, S,A, de C.V. d/b/a AEROMEXICO CONNECT Alexander Van der Bellen Managing Director – Government Affairs & Associate General Counsel Jeff Morgan Regional Director-Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, N.W. Washington, D.C. 20005 (202) 842-4184 sascha.vanderbellen@delta.com

Counsel for DELTA AIR LINES, INC. and COMAIR, INC. Gerald F. Murphy CROWELL & MORING LLP 1001 Pennsylvania Ave, N.W. Washington, DC 20004 (202) 624-2500 gmurphy@crowell.com

Counsel for EXPRESSJET AIRLINES, INC. and SKYWEST AIRLINES, INC. Brian T. Hunt Vice President and General Counsel PINNACLE AIRLINES CORP. One Commerce Square 40 South Main Street, 14th Floor Memphis, TN 38103 (901) 346-6145 BTHunt@pncl.com Counsel for PINNACLE AIRLINES, INC.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of DELTA AIR LINES, INC., EXPRESSJET AIRLINES, INC., COMAIR, INC., PINNACLE AIRLINES, INC., AEROVIAS de MEXICO, S.A. de C.V., and AEROLITORAL, S.A. de C.V. d/b/a AEROMEXICO CONNECT for exemption under 49 U.S.C. § 40109, statements of authorization under 14 C.F.R Part 212 (U.S.-Mexico beyond/behind gateway codesharing), and special authorization under 14 C.F.R. Part 216 (blind sector) ) ) ) ) ) ) ) ) ) ) ) ) ) ) DOT-OST-2000-7708 DOT-OST-1997-3289 DOT-OST-2001-10833

Joint Application of AEROVIAS de MEXICO, S.A. de C.V. And SKYWEST AIRLINES, INC.

for statements of authorization under 14 C.F.R Part 212 (U.S.-Mexico beyond/behind gateway codesharing) and special authorization under 14 C.F.R. Part 216 (blind sector) ) ) ) ) ) ) ) ) ) ) DOT-OST-2008-0305

JOINT APPLICATION OF DELTA AIR LINES, INC., EXPRESSJET AIRLINES, INC., COMAIR, INC., PINNACLE AIRLINES, INC., SKYWEST AIRLINES, INC., AEROVIAS de MEXICO, S.A. de C.V., and AEROLITORAL, S.A. de C.V. d/b/a AEROMEXICO CONNECT FOR AMENDED STATEMENTS OF AUTHORIZATION AND SPECIAL AUTHORIZATION, AND RENEWAL AND AMENDMENT OF EXEMPTION AUTHORITYJoint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 2

Delta Air Lines, Inc. (“Delta”), ExpressJet Airlines, Inc. (“ExpressJet”) 1 , Comair, Inc. (“Comair”), Pinnacle Airlines, Inc. (“Pinnacle”), SkyWest Airlines, Inc. (“SkyWest”), Aerovias de Mexico, S.A. de C.V. (“Aeromexico”), and Aerolitoral, S.A. de C.V. d/b/a Aeromexico Connect (“Aerolitoral”) (collectively, the “Joint Applicants”) hereby apply for amendments to their existing beyond/behind-gateway blanket codesharing authorizations to add authority to engage in blanket blind-sector codeshare services to and from third countries on flights operated by (i) Delta, ExpressJet, Comair, Pinnacle, and SkyWest (collectively, “Delta/Delta Connection”) beyond/behind Aeromexico’s U.S. gateways, and (ii) Aeromexico and Aerolitoral beyond/behind Delta’s Mexico gateways. Delta further requests renewal and amendment of its ex isting U.S.-Mexico beyond/behind-gateway exemption to enable Delta to continue to offe r blind-sector codeshare service on flights operated by Aeromexico and Aerolitoral beyond/behind Delta’s Mexican gateways, including not only flights within Mexico, but also the blanket third-country codesharing services contemplated herein.

Specifically, the Joint Applicants request issuance of the following authorities:

a) amended statements of authorization to Delta, Comair, ExpressJet, Pinnacle, and SkyWest pursuant to 14 C.F.R. Part 212 adding authority to display Aeromexico’s “AM” designator code on Delta/Delta Connection flights 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;

1 By Order 2012-1-3, the Department reissued all of Atlantic Southeast Airlines, Inc.’s (“ASA”) authorities in the name of ExpressJet Airlines, Inc. Authorities originally issued in the name of ASA are referred to as ExpressJet throughout this application.Joint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 3 b) special authorization to Aeromexico 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 that 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;

c) an amended statement of authorization to Aeromexico pursuant to 14 C.F.R. Part 212 adding authority to display Delta’s “DL” designator code on flights operated by Aeromexico between any point or points in Mexico and any point or points in third countries on a blind-sector basis for the carriage of Delta’s traffic between the United States and third countries; and

d) an amended statement of authorization to Aerolitoral pursuant to 14 C.F.R. Part 212 adding authority to display Delta’s “DL” designator code on flights operated by Aerolitoral between any point or points in Mexico and any point or points in third countries on a blind-sector basis for the carriage of Delta’s traffic between the United States and third countries; and

e) renewal of an exemption to Delta pursuant to 49 U.S.C. § 40109 to authorize Delta to continue to engage in scheduled foreign air transportation of persons, property and mail between points in the United States and points within Mexico beyond/behind Delta’s authorized Mexican gateway points for transborder services for the purpose of blind-sect or codesharing services operated between the Mexican gateway points and other points within Mexico on services operated by Aeromexico and Aerolitoral, and amendment of this exemption to authorize Delta to engage in scheduled foreign air transportation of persons, property andJoint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 4 mail between points in the United States and points worldwide beyond/behind Delta’s authorized Mexican gateway points for transborder services for the purpose of blind-sector codesharing services operated between the Mexican gateway points and points worldwide on services operated by Aeromexico or

Aerolitoral.

The Joint Applicants request that the amended codesharing statements of authorization and special authorization remain in effect indefinitely, consistent with Department practice. Delta requests that its exemption authority, as renewed and amended, be effective for an additional period of at least two years.

In support of this Joint Application, Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral state as follows:

1. By Order 99-6-6, the Department authorized Delta and Aeromexico to display each other’s code on domestic flights operated beyond/behind U.S. and Mexican gateways, respectively. By Notices of Action Taken dated August 25, 2000 (Docket OST-2000-7708) and October 30, 2001 (Docket OST-2001-10833) respectively, the Department granted similar blanket authority with respect to U.S. domestic flights operated by ExpressJet and Comair beyond/behind Aeromexico’s U.S. gateways and Mexican domestic flights operated by Aerolitor al beyond/behind Delta’s Mexican gateways. 2 By Department Action on Application in Dockets OST-2000-7708 and OST-1997-3289, dated April 9, 2002, the Department amended t he Delta/ExpressJet/Comair statements of authorization and granted Aeromexico Part 216 commingling authority, so that the “AM”

2 Aerolitoral’s authority to display the Delta code wa s initially limited to small aircraft operations. By letter dated March 19, 2009 in Docket OST-2001-108 33, the Department confirmed that the small aircraft limitation no longer applies.Joint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 5 code could be displayed on Delta/ExpressJet/Comair flights between the United States and Canada on a blind-sector basis. By Notice of Action Taken dated December 19, 2008 in Docket OST-2008-0305, the Department granted blanket authority for Aeromexico’s code to be displayed on SkyWest operated U.S. domestic flights. By Notice of Action Taken dated February 25, 2011 in Dockets OST-2000-7708 and OST-1997-3289, the Department granted blanket authority for Aeromexico’s code to be displayed on Pinnacle operated U.S. domestic flights and U.S.-Canada flights beyond/behind U.S. gateways. Now, by this application, the Joint Applicants seek amended or additional authority so that the codes of Delta and Aeromexico may be displayed on flights to and from points in any country beyond/behind the operating carrier’s homeland.

2. In the past, the Department has authorized Aeromexico on Delta blindsector codesharing between the United States and points outside of North America on a

discrete basis. See Statements of Authorization/Special Authorizations #95-273 dated June 23, 1995 (Atlanta-Madrid and New York-Paris) and #98-045 dated August 5, 1999 (Atlanta-Frankfurt); Department Action on Application in Docket OST-2000-8227 dated December 1, 2000 (Los Angeles-Tokyo/Nagoya) ; and Department Action on Application inDocket OST-2002-12645 dated August 1, 2002 (Atlanta/New York/CincinnatiBarcelona/London/Madrid/Milan/Nice/Paris/Rome) . Delta and all of the Delta Connection carriers except SkyWest are also authorized to display the “AM” code on transborder flights between the United States and Canada under the existing blanket statements of authorization and special authorizations granted in Dockets OST-1997-3289 and OST-2000-7708. The Department has also authorized Delta on Aeromexico codesharing between Mexico and a point beyond Mexico on a discrete basis. See Department Action on Application in Docket OST-2002-12644 dated August 1, 2002 (Mexico City-Lima).Joint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 6 3. Subject to the Department’s approval of this Joint Application, Delta and Aeromexico plan to expand behind/beyond codesharing to additional destinations. The Joint Applicants will comply with the Department’s standard requirement that they notify the Department at least 30 days before they begin beyond/behind-gateway codesharing service to additional points. Consistent with the Delta/Comair/ExpressJet/Aeromexico/Aerolitoral Codeshare Integration Notice in Dockets OST-1997-3289, OST-2000-7708, and OST-2001- 10833 dated November 19, 2003, the Joint Applicants will rely on the established practice whereby any notice given for one Delta/Delta Connection carrier is deemed notice given for all Delta carriers, a notice given for Aeromexico or Aerolitoral is deemed notice for both Mexican operating carriers, and any notice for a beyond-gateway point is deemed notice given for that point via all authorized gateways. For reference, Exhibit A lists Delta/Aeromexico behind/beyond third country codeshare points already authorized by the Department.

4. The proposed additional blind-sector codeshare services will be operated pursuant to the existing Delta/Aeromexico codeshare agreement and ancillary Delta/Aerolitoral and Aeromexico/ExpressJet/Comair/Pinnacle/SkyWest agreements. Delta has performed safety audits of Aeromexico and Aerolitoral and filed safety audit review conclusion statements with the Department. Mexico has been rated a Category 1 country under FAA’s IASA program.

5. In addition to the statements of authorization and special authorization requested herein, Delta is applying for renewal and amendment of its existing U.S.-Mexico beyond-gateway exemption authority in order to continue to provide it with the necessary underlying authority to participate in the full scope of approved codesharing activitiesJoint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 7 beyond/behind its gateways in Mexico in conjunction with Aeromexico and Aerolitoral. 3 Delta’s existing exemption was last r enewed by Notice of Action Taken dated March 26, 2009 (Dockets OST-97-3289, OST-2000-7708, and OST-2001-10833). 4 Delta seeks (i) renewal of the exemption for two years and (ii) amendment of it to authorize service to and from third countries under the approved codesharing arrangements with Aeromexico and Aerolitoral, which would be consistent with the blanket third-country codesharing exemptions granted to Delta in Docket OST-2005-20145 (and to other U.S. carriers). Delta continues to be fit, willing, and able to offer the codesharing services authorized by this exemption, including the additional third-country services applied for herein. Delta hereby requests that the Department take official notice, pursuant to Rule 24 of the Department’s Rules of Practice, of all data on file with the Department necessary to

establish its fitness.

6. Approval of the requested statements of authorization, special authorization, and exemption is in the public interest. Authorizing Delta/Delta Connection and Aeromexico/Aerolitoral to engage in blanket reciprocal third-country codesharing will enable the carriers to expand their online service offerings to key global destinations, thereby enhancing competition and expanding price and servic e options for consumers. In addition,

3 Aeromexico’s comparable exemption to codeshare on Delta/ExpressJet/Comair remains in effect through January 27, 2013. Notice of Action Taken dated January 27, 2012 (Docket OST-1997-3289). Aeromexico’s comparable exemption to codeshare on Pinnacle remains in effect pursuant to the automatic extension provisions of the Administrative Procedure Act, 5 U.S.C. § 558(c), as implemented by 14 C.F.R. Part 377. On February 21, 2012, a timely renewal request was submitted pursuant to Section 377.10(c). Notice of Action Taken dated February 25, 2011 (Dockets OST-2000-7708 and OST-1997-3289). Aeromexico’s comparable exemption to codeshare on SkyWest remains in effect through March 9, 2013. Notice of Action Taken March 9, 2012 in Docket OST-2008-0305.

4 This exemption remains in effect pursuant to the automatic extension provisions of the Administrative Procedure Act, 5 U.S.C. § 558(c), as implemented by 14 C.F.R. Part 377. On May 1, 2009, a timely renewal request was submi tted pursuant to Section 377.10(c).Joint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 8 approval of this application will contribute to the economic viability and efficiency of those existing and future transborder and internat ional beyond-gateway flights operated by each of the Joint Applicants that will carry blind-sector third-country codesharing passengers.

7. Approval of the authorizations and renewed/amended exemption is consistent with the amendment to the U.S.-Mexico Air Transport Services Agreement that was signed on December 12, 2005. Although the combination route schedule set forth in Annex I of the agreement contemplates only limited route rights beyond/behind Mexico (with respect to U.S. airlines) and the United States (with respect to Mexican airlines), paragraph 2 of Annex III, dealing with cooperative marketing arrangements, states as

follows:

Any designated airline of one Party may enter into cooperative marketing arrangements with an airline or airlines of either Party ... to provide scheduled service ... to points behind or beyond the territory of that other Party not included in [the] 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 ...and beyond point or points.

Thus, the blind-sector codesharing services pr oposed by the Joint Applicants are explicitly authorized under Annex III of the U.S.-Mexico agreement.

8. In addition, irrespective of the foregoing bilateral provisions, approval of this application is consistent with Department precedent. Prior to reaching the 2005 agreement amending the U.S.-Mexico Air Transport Serv ices Agreement, the Department granted American Airlines, Inc., Compania Mexicana de Aviacion, S.A. de C.V., and their affiliates, blanket statements of authorization, special authorization, and exemption authority of the same scope as the Joint Applicants are requesting here. See Notice of Action Taken dated April 29, 2004 (Docket OST-2004-16945). Prompt approval of this application is also warranted (except the statements of authorization and special authorization requested hereJoint Application of Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral Page 9 should continue in effect indefinitely, given that the services are now wholly consistent with the U.S.-Mexico agreement).

9. Delta hereby states that this application will have no impact on its CRAF commitments. ExpressJet, Comair, Pinnacle, and SkyWest are not CRAF participants.

WHEREFORE, Delta, ExpressJet, Comair, Pinnacle, SkyWest, Aeromexico, and Aerolitoral request that the Department promptly grant the authorizations and exemption authority described herein to enable the Joint Applicants to engage in third-country codesharing services to the full extent permitt ed by the U.S.-Mexico Air Transport Services Agreement.

Respectfully submitted,

/s/ John R. Mietus, Jr.

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

Counsel for For AEROVIAS de MEXICO, S.A. de C.V. and AEROLITORAL, S,A, de C.V. d/b/a AEROMEXICO CONNECT /s/ Alexander Van der Bellen

________________________________ Alexander Van der Bellen Managing Director – Government Affairs & Associate General Counsel DELTA AIR LINES, INC.

Counsel for DELTA AIR LINES, INC. and COMAIR, INC.

/s/ Gerald F. Murphy

________________________________ Gerald F. Murphy CROWELL & MORING LLP

Counsel for EXPRESSJET AIRLINES, INC. and SKYWEST AIRLINES, INC. /s/ Brian T. Hunt

________________________________ Brian T. Hunt Vice President and General Counsel PINNACLE AIRLINES CORP. Counsel for PINNACLE AIRLINES, INC.EXHIBIT A – Already Approved Behind/Beyond Third Country Codeshare Points

Delta Code on Aeromexico

Lima, Peru

Aeromexico Code on Delta Barcelona, Spain Frankfurt, Germany London, United Kingdom Madrid, Spain Milan, Italy Nice, France Paris, France Rome, Italy Tokyo, Japan Nagoya, Japan

Aeromexico Code on Delta/ExpressJet/Comair/Pinnacle Points in Canada (previous notices have been given for Toronto, Montreal, and Ottawa)

Note: All codesharing listed above is conducted on a blind-sector basis.CERTIFICATE OF SERVICE A copy of the foregoing Joint Application has been served this 12th day of April, 2012 upon the following persons via email:

Carrier Name Email Address AirTran/Southwest Bob Kniesley bob.kneisley@wnco.com Alaska Marshall Sinick msinick@ssd.com American Carl Nelson carl.nelson@aa.com Frontier/Republic Bob Cohn robert.cohn@hoganlovells.com Frontier/Republic Pat Rizzi patrick.rizzi@hoganlovells.com JetBlue Jonathan Hill jhill@dowlohnes.com JetBlue Robert Land robert.land@jetblue.com Spirit Airlines David Kirstein dkirstein@yklaw.com Spirit Airlines Joanne Young jyoung@yklaw.com Sun Country John Fredericksen John.Fredericksen@suncountry.com United/Continental Dan Weiss dan.weiss@united.com United/Continental Jonathan Linde jonathan.linde@united.com United/Continental Oracio Marquez oracio.marquez@united.com US Airways Benjamin Slocum benjamin.slocum@usairways.com US Airways Howard Kass howard_kass@usairways.com USA 3000 Pierre Murphy pmurphy@lopmurphy.com Virgin America Barbara Russell barbara.russell@virginamerica.com esta.rosenberg@dot.gov brian.hedberg@dot.gov brett.kruger@dot.gov info@airlineinfo.com