BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Joint Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. and ) DELTA AIR LINES, INC. ) DOCKET OST-2013- ) for exemptions and code -share ) statements of authorization ) (Cancun-Dallas/Ft. Worth & Houston) ) __________________________________________)

EXPEDITED ACTION REQUESTED JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND DELTA AIR LINES, INC. FOR EXEMPTIONS AND A CODE-SHARE

STATEMENT OF AUTHORIZATION

Communications with respect to this document should be sent 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. Alexander Van der Bellen Managing Director

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Government Affairs & Associate General Counsel Christopher Walker Regional Director

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Government Affairs DELTA AIR LINES, INC. 1212 New York Avenue, N.W. Washington, D.C. 20005 (202) 842- 4184 sascha.vanderbellen@delta.com chris.walker@delta.com NOTICE: Any person may support or oppose this application by filing an

answer and serving a copy of the answer on counsel for Delta and Aero mexico and upon persons served with this application no later than June 13 , 2013. THE JOINT APPLICANTS INTEND TO POLL. May 29, 2013BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

__________________________________________ ) Joint Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. and ) DELTA AIR LINES, INC. ) DOCKET OST-2013- ) May 29, 2013 for exemptions and code-share ) statements of authorization ) (C ancun-Dallas/Ft. Worth & Houston) ) __________________________________________)

EXPEDITED ACTION REQUESTED JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND DELTA AIR LINES, INC. FOR EXEMPTIONS AND A CODE-SHARE

STATEMENT OF AUTHORIZATION Aerovias de Mexico, S.A. de C.V. ("Aeromexico") and Delta Air Lines, Inc. (“Delta”) (together, the “Joint Applicants”) respectfully apply for the following authority to engage in scheduled, foreign air transportation of persons, property, and mail between Cancun, Mexico , on the one hand, and Dallas/Ft. Worth and Houston, Texas, on the other : (1) an exemption, pursuant to 49 U.S.C. § 40109, authorizing Aeromexico to operate such transportation in both markets; (2) an exemption authorizing Delta to engage in such transportation in both markets pursuant to its code-share agreement with Aeromexico; and (3) a statement of authorization permitting Aeromexico to display Delta’s DL* designator code on flights Aeromexico operates in both markets. Delta further requests the Department transmit the necessary codeshare-only designations to the Government of Mexico to facilitate- 2 - Delta/Aeromexico Joint Application Mexican lic ensing of the proposed services under the U.S.-Mexico Air Transport Agreement, as amended in 1999 and 2005. So that they may begin marketing service proposed for July 2013, the Joint Applicants request expedited consideration of this application; after polling U.S. carriers served with this application, they will report the poll results to the Department. 1 In support of this Joint Application, Aeromexico and Delta state as follows: 1. Aeromexico is a flag carrier of the United Mexican States and currently holds a permit, Order 91-5-25, and various exemptions which authorize service between Mexico and numerous U.S. points. Pursuant to this authority, Aeromexico provides extensive transborder service. By this application, Aeromexico seeks an exemption to engage in scheduled, combination service in two new Cancun-U.S. markets. Daily nonstop services operated by Aeromexico on each of these routes, using Boeing B737 or other appropriate aircraft, will generate significant benefits for the traveling and shipping public. 2. Annex 1 to the 1960 Air Transport Agreement, as amended, between the United Mexican States and the United States provides that a carrier designated by the Government of Mexico is entitled to operate "[f]rom a point or points in Mexico to a point or points in the United States." Aeromexico has

1 / The Joint Applicants also 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.- 3 - Delta/Aeromexico Joint Application been designated to serve these routes and holds Mexican DGAC authority to do so. 3. Under 49 U.S.C. § 40109(c), the Department may grant an exemption if it finds that a grant is consistent with the public interest. Designation of a carrier by its homeland government is the most significant factor in determining whether grant of an application is in the public interest. See, e.g., Bluebird Cargo Ltd. , Order 2004-8-24 at 3-4; Fast Air Carrier Ltda., Permit Amendment , Order 82-2-66 at 3-4. Given Aeromexico's expected designations for these routes, such a public interest finding is warranted. The services for which Aeromexico requests authority also will benefit business travelers, tourists, and shippers, further demonstrating that grant of the exemption would be consistent with the public interest. 4. So that Delta may offer code-share service on these routes pursuant to its longstanding code-share agreement with Aeromexico, the Joint Applicants also request code -share exemption authority for Delta, and a statement of authorization authorizing Aeromexico to carry Delta’s code, in both markets. Delta is fit, willing, and able to engage in these services on a code -share basis, as it operates numerous U.S.-Mexico transborder services under various exemptions and pursuant to Delta’s certificate authority for Route 90 1. See Order 2010-3- 12. Delta also requests that the Department take official notice, pursuant to Rule 24 of the Department’s Rules of- 4 - Delta/Aeromexico Joint Application Practice, of all data on file with the Department necessary to establish its fitness. 5. Approval of the requested code-sharing auth ority is in the public interest. Authorizing Delta to offer service in the Cancun-Dallas/Ft. Worth and Cancun -Houston markets on a code-share basis will enhance competition and expand price and service options for U.S.

– Mexico travelers. Approval of the exemption and statement of authorization also is consistent with the U.S.

– Mexico agreement. The Department has granted 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. Moreover, the amended agreement authorizes up to ten carriers from each country to provide codeshare services on any nonstop U.S.

– Mexico city-pair segment, leaving abundant opportunities for other carriers.