BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) SPIRIT AIRLINES, INC. ) Docket OST-2011-_____ ) for an exemption pursuant to ) 49 U.S.C. § 40109 ) (U.S. - Ecuador) ) )

APPLICATION OF SPIRIT AIRLINES, INC. FOR AN EXEMPTION

Communications with respect to th is document should be sent to:

Joanne W. Young David M. Kirstein KIRSTEIN & YOUNG, PLLC 1750 K Street, N.W., Suite 200 Washington, D.C. 20006 Telephone: (202) 331-3348 Facsimile: (202) 331-3933 jyoung@yklaw.com dkirstein@yklaw.com Attorneys for Spirit Airlines, Inc. September 15, 2011

NOTICE: ANY PERSON MAY FILE AN ANSW ER TO THIS APPLICATION. ANSWERS MUST BE FILED IN THIS DOCKET, AND SE RVED UPON THE PARTIES LISTED ABOVE, ON OR BEFORE SEPTEMBER 30, 2011. SPIRIT WILL POLL U.S. CARRIERS.BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) SPIRIT AIRLINES, INC. ) Docket OST-2011-_____ ) for an exemption pursuant to ) 49 U.S.C. § 40109 ) (U.S. - Ecuador) ) )

APPLICATION OF SPIRIT AIRLINES, INC. FOR AN EXEMPTION

Pursuant to 49 U.S.C. § 40109 and Subpart C of the Department’s Procedural Rules, 14 CFR § 302.301, et seq. , Spirit Airlines, Inc. (“Spirit”) applies for an exemption from 49

U.S.C. § 41101 to authorize scheduled foreign air tr ansportation of persons, property and mail between the United States and Ecuador. Spirit wi ll initially operate be tween Fort Lauderdale, Florida on the one hand and Quito and Guayaquil, Ecuador on the other ha nd. The flights will operate as one-stop service via Bogotá, Colombia, in conjunction with frequencies requested by Spirit in an Application submitted concurrently pur suant to the Notice to allocate new Colombia frequencies issued by the Department on Augus t 31, 2011. Spirit requests that Bogotá be named as one of the 15 intermediate poin ts under Annex I Paragraph 1. A. (i) of the Protocol to Modify the Annexes to the Air Transport Agreement Betw een the Government of the United States andApplication of Spirit Airlines U.S.-Ecuador Exemption Page 2 of 5

the Government of the Re public of Ecuador (POM). 1 In addition, Spirit requests an allocation of 14 weekly Ecuador frequencies to conduct this service and that it be designated to the

Government of Ecuador. In support of this application, Spirit states as follows: 1. Spirit was founded in 1980 and has its international gateway at Ft. Lauderdale, Florida. Spirit became a publically traded co mpany on May 26, 2011. Spirit is the leading lowfare carrier to the Caribbean, the Bahamas and Latin America. As of September 2011, Spirit serves 56 destinations, 25 of which are in th e Caribbean, Central or South America, including Bogotá, Colombia. 2. Spirit’s Ultra-Low-Cost-Carrier (“ULCC” ) services advance th e public interest by making air travel much more available between th e U.S. and Latin America at a time when U.S.

economic and cultural ties with Lati n America are critical and on th e rise. Spirit has received an extraordinarily positive response in Latin American to the ULCC service it has instituted in various markets during the last four years. Sp irit now seeks to expand its low fare service to Ecuador by using available Ecua dor frequencies and combining service with new service to Bogotá. 3. Specifically, Spirit requests the followi ng authority: “From the United States via 15 intermediate points to points in Ecuador.” 4. Spirit is a citizen of the United Stat es within the meaning of 49 U.S.C. § 40102 (a)(5), and is fit, will ing and able to perform the foreign air transportation described herein. 2 Spirit holds a Certificate of Public Convenience and Necessity to provide interstate air

1 Memorandum of Consultations signed June 4, 1010 2 Spirit requests that the Department take official notice of the financial information Spirit provides to the Department on a regular basis.Application of Spirit Airlines U.S.-Ecuador Exemption Page 3 of 5 transportation of persons , property and mail. See Order 98-7-6, holds a Blanket Open Skies Certificate for foreign air transportation pur suant to Order 2007-7-3, dated May 7, 2007 and a consolidated certificates for limited entry/freq uency markets and non-open skies markets with no entry/frequency restrictions pursuant to Orde r 2010-1-12, served January 15, 2010. There have been no material changes within the Compa ny that would affect prior fitness findings. 5. Spirit intends to initially offer daily sc heduled air service between Ft. Lauderdale, Florida and both Quito and Guayaquil using Airb us A319 or A320 aircraft with 144-seat and 178 seats respectively, pursuant to the schedule attached as Exhibit NK-1. Spirit will bring important new competition to the market and will be prepared to begin service if it receives the necessary additional Bogotá frequencies and all needed gov ernment approvals. In this connection, Spirit requests expedited approval of th is application. Spirit may adju st the mix of flights between Quito and Guayaquil depending on demand and season. 6. The service requested by Spirit is expressly authorized by the POM and is consistent with the underlying Air Transport Agreement between the U.S. and Ecuador. 7. Spirit’s service will: enhance compe tition in the U.S.- Ecuador market which currently has no low fare service to the U.S. The new low fare service option will greatly benefit

consumers and stimulate additiona l personal and business travel. Spirit’s proposed new service to Ecuador’s two larg est cities Guayaquil 

### and Quito (also the capital) clearly will advance the public interest in utiliz ing the frequencies obtain ed through the efforts of the U.S. Government in the negotiation of the POM. 8. Spirit will continue to abide by all th e conditions and limitations the Department attaches to exemption authorities.Application of Spirit Airlines U.S.-Ecuador Exemption Page 4 of 5 9. Spirit does not anticipate that annual fuel consumption for its service will exceed the ten million gallon threshold specified in Sec tion 313.4(a)(1) of the Department’s regulations. Approval of Spirit’s applicati on does not qualify as a major re gulatory action under Part 313 of the Department’s rules. See Exhibit NK-1. WHEREFORE, for the foregoing reasons, Spirit respectfully requests that the Department grant this Applicati on for: (1) an exemption for a mi nimum of two years to operate scheduled foreign air transportation between the United States (Ft. Lauderdale) on the one hand and a point or points in Ecuador ; (2) an allocation of fourteen weekly frequencies for this service; (3) the designation of B ogotá, Colombia as an intermediate point for service to Ecuador; and (4) a designation to the Govern ment of Ecuador for this servic e. Spirit further requests any further relief that the Department may deem necessary.

Respectfully submitted,

Joanne W. Young David M. Kirstein KIRSTEIN & YOUNG, PLLC 1750 K Street, N.W., Suite 200 Washington, D.C. 20006 Telephone: (202) 331-3348 Facsimile: (202) 331-3933 jyoung@yklaw.com dkirstein@yklaw.com Attorneys for Spirit Airlines, Inc. September 15, 2011EXHIBIT NK-1

SPIRIT AIRLINES, INC. FORT LAUDERDALE –GUAYAQUIL SERVICE

NK NK Frequency: 1356 Frequency : 1356 Fl. 807 DEP FLL – 10:35 AM ARR GYE - 3 :45 PM* Fl. 402 DEP GYE – 4 :25 PM ARR FLL – 11:55 PM Frequency 247 Frequency 247 Fl 805 DEP FLL – 5:35 AM ARR GYE – 10:45 AM Fl 400 DEP GYE -11:25 AM ARR FLL – 6:55 PM

FORT LAUDERDALE –QUITO SERVICE

NK NK Frequency: 1356 Frequency : 1356 Fl 805 DEP FLL -6 :10 AM ARR UIO – 11 :00 AM Fl. 400 DEP UIO -11 :40 AM ARR FLL – 6 :55 PM Frequency 247 Frequency : 247 Fl. 807 DEP FLL 10 :35 AM ARR UIO – 3 :25 PM Fl. 402 DEP UIO - 4 :05 PM ARR FLL – 11 :20 PM

Estimated Annual Additio nal Fuel Usage based on extension to/from Bogotá – 1,708,200 gallons.

*CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing “Applicati on of Spirit Airlines, Inc. for an Exemption” by email on the following persons:

patrick.rizzi@hoganlovells.com pmurphy@lopmurphy.com russell.bailey@alpa.org dan.weiss@coair.com jeff.morgan@delta.com sascha.vanderbellen@delta.com steve.morrissey@united.com robert.land@jetblue.com msinick@ssd.com john.allen@faa.gov urskr@state.gov esta.rosenberg@dot.gov brian.hedberg@dot.gov brett.kruger@dot.gov cdonley@ssd.com anbird@fedex.com kevin.montgomery@polaraircargo.com jrichardson@johnlrichardson.com efaberman@wileyrein.com howard.kass@usairways.com benjamin.slocum@usairways.com jhill@dlalaw.com mgoldman@sgbdc.com carl.nelson@aa.com robert.cohn@hoganlovells.com

__________________________ Lyndsey Grunewald September 15, 2011