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 )

for an exemption under 49 U.S.C. § 40109, a )

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

Part 212, and special authorization under )

14 C.F.R Part 216 ) __________________________________________)

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 D irector, 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 AEROVIA S 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 2220 9 (703) 247

- 5487 lharig@mklawdc.com Counsel 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 ap plication no

later than March 25 , 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, IN C. ) Docket s OST

- 1997

- 3289
COMPASS AIRLINES, LLC ) OST

- 2000

- 7708 )

for an exemption under 49 U.S.C. § 40109, a )

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

Part 212, and special authorization under )

14 C.F.R Part 216 ) __________________________________________)

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

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

(“Delta”), and Compass A irlines, LLC (“ Compass ”) (together, the “Joint

Applicants”) hereby apply for authority to expand Aeromexico’s existing

codesharing on Delta and its De lta Connection regional carriers to include

expanded Delta Connection operations by Compass

. 1 Specificall y, 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 Aeromexico’s authorized U.S. gateway points and other points

within the U.S. f or the purpose of blind

- sector, code

- sharing services between

1 / Aeromexico and Compass currently hold code

- sharing authority in Docket OST

- 2013

- 0063 permitting Compass to carry the “AM” code in the Detroit

- Monterrey market; an appl ication in that docket for Atlanta

- Monterrey authority remains pending.- 2

- Aeromexico , Delta, and Compass

Joint Code

- Sharing Application

the U.S. gateway points and other points in the U.S. on flights operated by

Compass . Aeromexico also seeks a special authorizat ion 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

Mexic o and the United States and between the United States and third

countries, in conjunction with third

- country code

- sharing services with

Delta/Delta Connection.

Pursuant to 14 C.F.R. Part 212, Compass seeks a s tatement of

a uthorization allowing Compass to display Aeromexico’s “AM” code on Delta

Connection flights Compass 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 point s in

third countries on a blind

- sector basis for the carriage of Aeromexico’s traffic

between Mexico and third countries.

The Aeromexico exemption and special authorization are requested for

at least one year, and Compass ’s s tatement of a uthorization is r equested for

an indefinite period subject to standard code share conditions

. 2

2 / To the extent necessary, the Joint Applicants request waivers of the 45

- day advance filing requirement for codeshare statements of authorization under 14 C.F.R. Part

212 and the 60

- day advance filing requirement for special authorizations under 14

C.F.R. Part 216.- 3

- Aeromexico , Delta, and Compass

Joint Code

- Sharing Application

In support of this Joint Application, Aeromexico, Delta, and Compass

state as follows:

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

currently holds a forei gn air carrier permit which authorizes service between

Mexico and numerous U.S. points. Order 91

- 5

- 25. Pursuant to its permit and

various exemption authorities, Aeromexico provides extensive service

between Mexico and the United States. 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

disp laying its “AM” code, on a blind sector basis, on flights operated by

Compass

. 3 Aeromexico also seeks a special authorization

– again identical to

the authority it currently holds with respect to Delta and certain other Delta

Connection carriers

– permitt ing it to serve points in third countries beyond

its U.S. gateway points by displa ying its “AM” code, on a blind

- sector basis,

on flights operated by Compass

. 4

2. To carry the “AM” code on its Delta Connection flights in the United

States and to and from third countries , Compass similarly requests the same

3 / Aeromexico e xemptions for such code

- sharing are in force for the following carriers: Delta and Expressjet (last Notice of Action Taken (NOAT) dated Apr. 16, 201 3 ),

Sk yWest (last NOAT dated Apr. 10, 2013 in Docket OST

- 2008

- 0305 ), and Endeavor (last NOAT dated Nov. 18, 2013 ).

4 / Similar special authorizations are in force for Delta, Endeavor, ExpressJet, and SkyWest under a consolidated authorization granted by NOAT dat ed May 21, 2013.- 4

- Aeromexico , Delta, and Compass

Joint Code

- Sharing Application

code

- sharing authority obtained by other Delta Connection carriers.

Specifically, Compass requests a s tatement of a uthorization allowing

Compass to display Aeromexico’s “AM” code on Delta Connection fl ights

Compass 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. 5

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

De lta/Aeromexico code

- share agreement previously approved by the

Department and an ancillary Delta/Aeromexico/ Compass code

- share

agreement. A redacted copy of the ancillary Delta/Aeromexico/ Compass

codeshare agreement is attached to this Application.

4. T he same public interest considerations that have supported the

grant of co de

- share authority to Aeromexico, Delta , and Delta Connection

carriers apply with equal force to the services operated by Compass on behalf

of Delta. Aeromexico and Delta have a lon gstanding code

- sharing

relationship, and grant of this application will enable Aeromexico to further

expand its on

- line service options, providing important new service and

competitive options to U.S.

– Mexico travelers and shippers.

5 / Such statements of authorization cover the domestic U.S. operations of the following carriers: Delta and Expressjet ( Order 99

- 6

- 6 ); SkyWest (NOAT dated Dec. 1 9, 2008
in Docket OST

- 2008

- 0305); and Endeavor (NOAT date d Feb. 25, 2011 ). A statement of authorization issued by NOAT dated Apr. 19, 2012 covers operations by all of these

carriers to third countries.- 5

- Aeromexico , Delta, and Compass

Joint Code

- Sharing Application

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 cod eshare

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 of the U.S.

- Mexico

agreement 6 and with De partment precedent.

6. To simplify administration of Aeromexico’s beyond

- gateway code

sharing on Delta and Delta Connection carriers, the Joint Applicants have

docketed this application with the identical authority granted with respect to

Delta and Delta Connection operations by Endeavor and Expressjet

. The

Joint Applicants further request that , as the Department accepted with

respect to Endeavor

, any point notice given for one Delta/Delta Connection

carrier be deeme d notice for Delta, Expressjet, Endeavo r, and Compass 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

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 scheduled 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 arran gements 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.”- 6

- Aeromexico , Delta, and Compass

Joint Code

- Sharing Application

beyond

- gateway point notices provided in the above

- captioned dockets as

notice with re spect to Compass.

WHEREFORE, Aeromexico, Delta, and Compass request that the

Department promptly grant the authority d escribed herein and such other

relief as may be necessary or proper.

Respectfully submitted,

John R. Mietus, Jr. Alexander Van de r 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, Regulatory 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 COMPASS 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, gbl eopard@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 Sout hwest and AirTran robert.cohn, patrick.rizzi@hoganlovells.com for Frontier/Republic jyoung, dkirstein@yklaw.com 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@f aa.gov

_____________________________ John R. Mietus , Jr.

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