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January 6, 2014 Marc L. Warren Acting Chief Counsel Federal Aviation Administration 800 Independence Avenue, S.W. Washington, D.C. 20591 Re: Joint Petition of Republic Airline Inc. and Shuttle America Corporation for Confirmation that No Amendment to FAA Exemption No. 7370G is Needed, or, in the alternative, to Amend Exemption No. 7370G (FAA Docket No. FAA-2002-13734)

Dear Mr. Warren:
FAA Exemption No. 7370G, issued on July 9, 2012, granted Republic Airline Inc. (“Republic”) an exemption to use slot number 1497 (“Slot 1497”) at Ronald Reagan Washington National Airport (“DCA”) until September 30, 2017. Slot 1497 has been used for DCA-Madison service under the Frontier Airlines (“Frontier”) brand. Following the sale of Frontier, Frontier has advised Republic that it will not continue to hold out service between DCA and Madison as of March 1, 2014. Shuttle America Corporation (“Shuttle America”), Republic’s sister company, 1 plans to continue using Slot 1497 for service to Madison, Wisconsin, on or about March 1, 2014, under the Delta Connection brand.

1 Shuttle America and Republic are both wholly-owned subsidiaries of Republic Airways Holdings Inc. (“RJET”).- 2 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 Republic and Shuttle America request confirmation that Exemption No. 7370G authorizes Shuttle America to use Slot 1497 as proposed for the reasons stated in Section II below. In the alternative, Republic and Shuttle America request an amendment of Exemption No. 7370G to the extent necessary to allow Shuttle America to operate Slot 1497 beginning on or about March 1, 2014, as a Delta Connection service for the reasons stated in Section III below. Use of Slot 1497 by Shuttle America is necessary to allow the continuation of Madison’s only nonstop service to DCA and, indeed, to the entire Washington, D.C. Metropolitan area. 2 In order to ensure the continuity of nonstop DCA-Madison service, Republic and Shuttle America request expedited action on this Joint Petition and, pursuant to 14 C.F.R. § 11.87, waiver of the publication requirement. First, the Joint Petitioners are seeking confirmation that the proposed service by Shuttle America is consistent with the exemption, so an amendment of the exemption would not be needed. Second, if the FAA determines that amendment to the exemption is necessary to accommodate the operations described herein, no new precedent would be set by the granting that relief3

. Third, to the extent that the FAA believes it needs to publish this request for notice and comment, Republic and Shuttle America request that the comment period be reduced from 20 days to 5 days. The Frontier branded service will cease on March 1, 2014, and an expedited process is necessary to ensure that the Madison-DCA service continues

2 Slot 1497 is used for a Madison to DCA arrival flight. The DCA to Madison departure utilizes a DOT issued slot slide exemption. 3 The FAA has previously transferred the exemption from one RJET subsidiary to another when it was transferred from Midwest to Republic in 2000.- 3 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 without interruption and that there is some advance time to market the Delta Connection service

. In further support of this request, Republic and Shuttle America state as follows:

I. Background. Exemption No. 7370 was originally granted to Midwest Express Airlines, Inc. in 2000. The exemption was transferred to Republic when its parent Republic Airways Holdings Inc. (“RJET”) acquired Midwest. 4 The latest renewal (the seventh 5) of the slot exemption was issued by letter dated July 9, 2012, signed by Kathryn B. Thomson, Chief Counsel (Exemption No. 7370G). In that renewal, the FAA stated that “a 5-year extension is appropriate for this non-controversial exemption because it provides certainty for Republic and the flying public.” As requested by Republic, the FAA also changed the time period for Slot 1497 to 1800, concluding that “this amendment does not negatively impact operational efficiency at DCA.” Republic currently uses Slot 1497 to operate a flight from Madison to DCA under the Frontier Airlines brand. This flight represents the only nonstop service between DCA and Madison. Frontier has been sold and has advised Republic that it does notplan to continue the DCA-Madison service. In order to preserve this important MadisonDCA service, Shuttle America, Republic’s corporate affiliate, plans to use Slot 1497 for service between DCA and Madison as a Delta Connection flight beginning on or about

4 Letter dated October 30, 2009, issued by Rebecca B. McPherson, Assistant Chief Counsel for Regulations. 5 See Exemption No. 7370, dated October 19, 2000, renewed December 23, 2002 (No. 7370A), February 15, 2005 (No. 7370B), August 8, 2005 (No. 7370C), June 25, 2007 (No. 7370D), July 10, 2009 (No. 7370E), June 14, 2010 (No. 7370F), and July 9, 2012 (No. 7370G) through September 30, 2017.- 4 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 March 1, 2014, pursuant to its existing fee-for-service/codesharing agreement with Delta Air Lines. The compelling reasons that supported the original exemption and the seven extensions remain fully valid. The use of Slot 1497 by Shuttle America will preserve the continuity of important and beneficial nonstop service between DCA and Madison.

II. Shuttle America’s Use of Slot 1497 Would Be Fully Consistent With FAA Exemption No. 7370G. Condition No. 1 of Exemption No. 7370G states that “the operation authorized by the grant of the exemption may be conducted only in the 1800 hour.” Shuttle plans to continue to use Slot 1497 in the 1800 hour for the Madison-DCA service. Condition No. 3 of Exemption No. 7370G states as follows: “This slot may be utilized only by Republic for a flight marketed under one of the Republic brands.”
Shuttle America’s proposed operation with Slot 1497 would be consistent with this condition as well. First, Condition No. 5 states that the operation authorized by Exemption No. 7370G “is subject to the provisions of 14 C.F.R. part 93, subparts K and S”. Under 14 C.F.R. § 93.213(c), Republic and Shuttle America are deemed to be “a single operator”, as they are both wholly-owned subsidiaries of RJET:

“For purposes of this subpart, if an air carrier, commuter operator, or other person has more than a 50-percent ownership or control of one or more other air carriers, commuter operators, or other persons, they shall be considered to be a single air carrier, commuter operator, or- 5 - Marc L. Warren Acting Chief Counsel, FAA

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person. In addition, if a single company has more than a 50-percent ownership or control of two or more air carriers and/or commuter operators or any combination thereof, those air carriers and/or commuter operators shall be considered to be a single operator. A single operator may be considered to be both an air carrier and commuter operator for purposes of this subpart.” (emphasis added) Accordingly, Republic and Shuttle America are considered to be one-and-the-same carrier under the FAA’s slot rule. Thus, the reference in Condition No. 3 that the slot is to be used “only by Republic” encompasses Shuttle America. Second, Shuttle America’s proposed operation of Slot 1497 as a Delta Connection service is also consistent with Condition No. 3’s requirement that the slot be utilized “for a flight marketed under one of the Republic brands.” Shuttle America has registered the trade name of “Delta Connection” with the Department of Transportation pursuant to 14 C.F.R. Part 215. See DOT Notice of Registration of Trade Name, June 30, 2005 (acknowledging registration of the trade name “Delta Connection” by Shuttle America for use in its operations). This is similar to Republic having registered the trade name Frontier with the Department pursuant to Part 215. Shuttle America’s use of its registered trade name, Delta Connection, should likewise be considered “utilized ... for a flight marketed under one of the Republic brands.” Republic and Shuttle America therefore respectfully submit that no waiver or amendment to Exemption No. 7370G is necessary because Shuttle America’s proposed operation of Slot 1497 as a Delta Connection service at the designated time for the same market (Madison) would be consistent with the terms and conditions of Exemption No. 7370G.- 6 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 III. To The Extent Necessary, A Waiver of or Amendment To Exemption No. 7370G Is Warranted To Authorize Shuttle America To Use Slot 1497. To the extent necessary, Republic and Shuttle America request that the “brand” condition be waived and/or that Exemption No. 7370G be amended to authorize Shuttle America as a permitted user of Slot 1497 and to authorize it to operate under the Delta Connection brand. 1. Amending the Exemption to permit Shuttle America’s use of Slot 1497 for continued service to Madison is supported by compelling public interest factors. First, the continuation of the Madison-DCA flight is critically important to Madison, the capital of Wisconsin. The Madison-DCA service is the only nonstop service between Madison and the Nation’s capital. There are no other nonstop DCA flights to Madison. Indeed, there is no other nonstop service between Madison and the entire Washington, D.C. Metropolitan area. The Madison-DCA flights are very popular, as evidenced by consistently high load factors. The DCA-Madison nonstop flights have average load factors of approximately 75%. And, nearly 60% of the traffic uses the nonstop flights. 6 The high load factors and relatively high connecting ratio indicate that not all passengers can get on the nonstop flights and are indicative of the need to preserve the nonstop DCA services. The inability to use Slot 1497 would force the discontinuation of this important DCA-Madison service because Republic/Shuttle America have no slot exemptions to cover the 1800 DCA arrival from Madison. (Shuttle America will use a DOT slot slide

6 Load Factor: T-100 (YE Jul2013); Local/Connecting: DOT O&D Survey (YE Jun2013).- 7 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 exemption for the DCA-Madison departure.) Republic has been advised by Delta that it has no flexibility to allocate slots to cover this flight. Second, Shuttle America would enhance the DCA service by offering dual-class ERJ aircraft (instead of Republic’s single-class service offering), thereby further enhancing competition and service options for business and leisure travelers on this route. Moreover, passengers on the Delta Connection flights would have access to Delta’s global frequent flyer program and to enhanced connectivity options. Third, Exemption No. 7370G was granted and renewed seven times because it was in the public interest to serve smaller communities. Shuttle America, Republic’s sister carrier, would continue to use Slot 1497 to benefit a small Midwestern community as it was intended, and, in so doing, would continue using the Exemption to provide important consumer, competition, and other public benefits. 2. Amending the Exemption to permit Shuttle America’s use of Slot 1497 for continued service to Madison would not adversely affect safety or operational efficiency at DCA. Shuttle America would simply operate Slot 1497 in the same time period, 1800, as the current operation by its sister carrier, Republic, with similar ERJ aircraft. It would not represent an “additional” flight at DCA or Madison, but rather would retain the current operational status quo. As the FAA determined when it extended and amended Exemption No. 7370 to authorize service in the 1800 hour, “this amendment does not negatively impact operational efficiency at DCA.” Similarly, in approving the transfer of operating authorizations at LaGuardia Airport from American Airlines to Southwest Airlines and Virgin America, the FAA concluded, “[a]ir traffic control procedures ensure- 8 - Marc L. Warren Acting Chief Counsel, FAA

\\DC - 040601/000003 - 5292058 v4 the safety of operations conducted at LGA regardless of the number or operator of slots involved. Accordingly, the FAA finds there is no adverse effect on safety.” FAA Grant of Waiver, issued on December 2, 2013, at 2. That conclusion applies with equal force here.

IV. Conclusion. Republic and Shuttle America request that the FAA promptly confirm that no amendment is needed for Shuttle America to use Slot 1497 pursuant to Exemption No. 7370G, or, in the alternative, promptly amend Exemption No. 7370G as requested above.
Respectfully submitted,

______________________ Robert E. Cohn Patrick R. Rizzi Hogan Lovells US LLP Counsel for Republic Airline Inc. and Shuttle America Corporation cc: Bryan Bedford Ethan Blank