BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. ) AEROLITORAL, S.A. DE C.V. ) d/b/a AEROMEXICO CONNECT ) DOCKET OST-2012- ) for exemptions and a statement of ) authorization (Mexico-U.S. markets) ) __________________________________________)

EXPEDITED ACTION REQUESTED

JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND AEROLITORAL, S.A. DE C. V. FOR EXEMPTIONS AND 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 Blvd., Suite 300 Bethesda, MD 20817-7500 (202) 747-5212 (240) 396-5362 fax john@mietuslaw.com

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

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 November 16, 2012. THE JOINT APPLICANTS INTEND TO POLL.

DATED: November 1, 2012BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

__________________________________________ ) Application of ) ) AEROVIAS DE MEXICO, S.A. DE C.V. ) AEROLITORAL, S.A. DE C.V. ) d/b/a AEROMEXICO CONNECT ) DOCKET OST-2012- ) November 1, 2012 for exemptions and a statement of ) authorization (Mexico-U.S. markets) ) __________________________________________)

JOINT APPLICATION OF AEROVIAS DE MEXICO, S.A. DE C.V. AND AEROLITORAL, S.A. DE C. V. FOR EXEMPTIONS AND CODE-SHARE STATEMENT OF AUTHORIZATION

Pursuant to 49 U.S.C. § 40109(c) an d 14 C.F.R. Part 212, Aerovias de

Mexico, S.A. de C.V. (“Aeromexico”) and Aerolitoral, S.A. de C.V. d/b/a

Aeromexico Connect (“Aerolitoral”) (t ogether, the “Joint Applicants”)

respectfully request that the Department grant the following authorizations

so that they may conduct service, with Aerolitoral operating aircraft and

displaying Aeromexico’s “AM*” code, in the Mexico-U.S. city-pair markets

listed below under their code-sharing agreement:

a. Exemption authority for one year to the extent necessary to permit Aerolitoral to engage in schedule d foreign air transportation of persons, property, and mail in the following markets:

Durango, Mexico – Chicago, Illinois Hermosillo, Mexico – Los Angeles, California Leon (El Bajio), Mexico – Los Angeles, California Loreto, Mexico – Los Angeles, California- 2 - Aeromexico and Aerolitoral Application

Mexico City, Mexico – San Antonio, Texas Monterrey, Mexico – Laredo, Texas Monterrey, Mexico – Chicago, Illinois

b. Exemption authority for one year to the extent necessary to permit Aeromexico to engage in scheduled foreign air transportation of persons, property, and mail between Loreto and Los Angeles and between Monterrey and Laredo. (Aeromexico holds authority in the remaining markets as described below.)

c. Statement of authorization for an indefinite period to permit Aerolitoral to display Aeromexico’s “AM” designator code on flights operated by Aerolitoral on the routes listed in paragraph (a) above.

d. a waiver of the 45-day advance filing requirement for the codeshare statement of authorization under 14 C.F.R. Part 212.

So that they may begin code-share service under the requested authority

promptly in November 2012, the Joint Applicants request expedited

consideration of this application; after polling U.S. carriers served with this

application, they will report the poll re sults to the Departme nt. In support of

this application, the Joint Applicants state as follows:

1. The Joint Applicants are flag carriers of the United Mexican States

that hold extensive Department author ity to provide service between Mexico

and numerous U.S. points, and they pr ovide extensive transborder service

pursuant to this authority, generally under Aeromexico’s “AM” code.

2. By this application, the Joint Applicants seek exemptions and

statements of authorization to engage in scheduled, combination service in

the markets listed above by displaying Aeromexico’s AM code on flights- 3 - Aeromexico and Aerolitoral Application

operated on those routes by Aerolitoral. 1 The proposed, non-stop services on

these routes, including three daily Mexi co City-San Antonio round-trips and

daily service in most other markets 2 using the Embraer E-190 or other

appropriate aircraft, will generate signif icant benefits for the traveling and

shipping public.

3. Annex 1 to the 1960 Air Transpor t Agreement, as amended, between

the United Mexican States and the Unit ed 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 po ints in the United States." The Joint

Applicants understand that Aerolitoral ha s been designated to serve all of the

routes. 3 Further, under Annex 3 either party may authorize an airline to

serve a transborder route by displaying its code on flights of an airline

designated to operate service on that route. The Mexican Direccion General

de Aeronautica Civil has authorized Aerolitoral and Aeromexico to engage in

code-share operations over the route. The Joint Applicants understand that

1/ Aeromexico already holds Leon-Los Ange les permit authority issued by Order 91-5- 25 and exemption authority in four addition al markets as follows: Durango-Chicago (Notice of Action Taken issued Dec. 12, 2011 in Docket OST-2005-21605); HermosilloLos Angeles (NOAT issued Aug. 16, 2012 in OST-2010-0194); Mexico City-San Antonio (NOAT issued Dec. 12, 2011 in OST-2005-23435); and Monterrey-Chicago (NOAT issued Mar. 1, 2012 in OST-2011-0042).

2/ The Joint Applicants propose once-weekly Durango-Chicago and twice-weekly Loreto-Los Angeles service.

3/ 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.