\\DC - 040601/000001 - 5256515 v6 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of REPUBLIC AIRLINE INC. for an exemption from 14 CFR Part 93 under 49 U.S.C. § 41714(d) ) ) ) ) ) ) ) ) Docket DOT-OST-1999-6240 Docket DOT-OST-2013-0086

JOINT NOTICE OF REPUBLIC AIRLINE INC. AND SHUTTLE AMERICA CORPORATION CONCERNING SLOT SLIDE EXEMPTION AUTHORITY

Communications with respect to this document should be addressed to: Ethan J. Blank Vice President, General Counsel REPUBLIC AIRWAYS HOLDINGS INC. 8909 Purdue Road Indianapolis, Indiana 46268 Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for REPUBLIC AIRLINE INC. and SHUTTLE AMERICA CORPORATION January 6, 2014\\DC - 040601/000001 - 5256515 v6 BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of REPUBLIC AIRLINE INC. for an exemption from 14 CFR Part 93 under 49 U.S.C. § 41714(d) ) ) ) ) ) ) ) ) Docket DOT-OST-1999-6240 Docket DOT-OST-2013-0086
January 6, 2014

JOINT NOTICE OF REPUBLIC AIRLINE INC. AND SHUTTLE AMERICA CORPORATION CONCERNING SLOT SLIDE EXEMPTION AUTHORITY Republic Airline Inc. (“Republic”) and its corporate affiliate, Shuttle America Corporation (“Shuttle America”), jointly notify the Department of Shuttle America’s planned use of three DCA “slot slide exemptions” issued to its sister carrier Republic, beginning on or about March 1, 2014. The flights will be operated under the Delta Connection brand serving Madison, Wisconsin and Omaha, Nebraska, the current DOT-approved destinations, in their currently approved time periods. Republic and Shuttle America do not believe that Department approval to enable Shuttle America to utilize the three slot slide exemptions is required, because Republic and Shuttle America are commonly owned and are deemed to be the same carrier for purposes of the Department’s slot rules (14 C.F.R. § 93.213). As a result, the utilization of the slot slide exemptions by Shuttle America would not constitute a “transfer” of the slot exemptions. However, to the extent necessary, Republic and Shuttle America request approval to enable Shuttle America to utilize the slot slide exemptions.Joint Notice of Republic and Shuttle America Page 2

\\DC - 040601/000001 - 5256515 v6 As explained below, the exemptions will continue to meet the statutory requirements, including the “exceptional circumstances” standard, and would be in the public interest. The operation of the slot slide exemptions by Shuttle America would permit the continuation of highly beneficial DCA nonstop service that has been critical to Madison and Omaha. The service will benefit consumers and competition by continuing Madison’s only nonstop DCA service and Omaha’s only nonstop DCA competition to US Airways. To the extent that the Department determines that approval is required, Republic and Shuttle America request expedited action. These slot slide exemptions have been used by Republic for nonstop DCA service to Madison and Omaha under the Frontier Airlines brand. Following the recent sale of Frontier, Frontier has advised Republic that it will not continue to hold out service between DCA and Madison/Omaha as of March 1, 2014. Expedited action is necessary to ensure that DCA service to Madison and Omaha continues without interruption.

BACKGROUND This Notice involves the following three DCA slot slide exemptions: #4126/1236 (Madison), #4124/1087 (Omaha), and #4137/1001 (Omaha). Slot slide exemption #4137/1001. This slot slide exemption was originally granted to Midwest Express Airlines (“Midwest Express”) 1 for service to Omaha. In

1 DOT Order 1994-9-49.Joint Notice of Republic and Shuttle America Page 3

\\DC - 040601/000001 - 5256515 v6 2011, after Midwest was acquired by Republic Airways Holdings Inc. (“RJET”), the Department approved Republic’s request to retain the slot slide exemption.2 This slot slide exemption is currently used for service to Omaha. 3 Slot slide exemptions #4126/1236 and #4124/1087. These slot slide exemptions were originally granted to Midwest Express for DCA-Milwaukee service. 4 In 2011, the Department granted Republic’s request to retain these slot slide exemptions after RJET acquired Midwest5 and, in 2013, the Department authorized Republic to use the slot exemptions for service to Madison (slot #4126/1236) and to Omaha (slot #4124/1087). 6 Republic currently utilizes these slot slide exemptions to serve DCA-Madison and DCA-Omaha on behalf of Frontier. However, Frontier has recently been sold, and it does not plan to continue to hold out DCA-Madison/Omaha service after March 1, 2014. Shuttle America, Republic’s sister carrier, plans to continue these services to Madison and Omaha using these slot slide exemptions under the Delta Connection brand pursuant to Shuttle America’s existing fee-for-service/codesharing agreement with Delta. DISCUSSION Shuttle America’s DCA service for Madison and Omaha will continue to satisfy the “exceptional circumstances” requirement and each of the “statutory operational requirements” under 49 U.S.C. § 41714(d)(1)(A)-(E).

2 DOT Notice, served April 19, 2011 (Docket DOT-OST No. 49741). 3 This slot slide exemption may be used for service to Omaha or Kansas City. See DOT Notice, August 13, 2013 (Docket DOT-OST-2013-0086). The Joint Movants wish to retain that flexibility. 4 DOT Order 1999-11-4. 5 DOT Notice, April 14, 2011 (Docket DOT-OST-1999-6240) 6 DOT Notice, August 13, 2013 (Docket DOT-OST-1999-6240).Joint Notice of Republic and Shuttle America Page 4

\\DC - 040601/000001 - 5256515 v6 With respect to the “operational” requirements, Shuttle America’s use of the slot slide exemptions would not:

 increase the total number of slots per day at DCA;

 increase the total number of slots at DCA from 7:00 a.m. to 9:59 p.m.;

 increase the number of operations at DCA in any one-hour period by more than two operations;

 result in the withdrawal or reduction of slots operated by an air carrier; and

 result in a net increase in the noise impact on surrounding communities. With respect to the “exceptional circumstances” requirement, Shuttle America, a limited incumbent, would continue to provide the very same beneficial DCA services for which the Department has already determined that the exceptional circumstances standard has been fully satisfied. The exceptional circumstances and public interest benefits underlying the original awards of these slot slide exemptions remain as compelling today as they were when the Department granted them. The Department previously determined that these slot slide exemptions met the “exceptional circumstances” requirement and were in the public interest, concluding that the exemptions would address the needs of small and mid-sized Midwest communities, enhance service and competition, and improve connecting options. See DOT Order 1999-11-4, at 4; DOT Order 1994-9-49,
at 3. The benefits resulting from Shuttle America’s operation of these services are compelling and indisputable. The continuation of the DCA-Madison and DCA-OmahaJoint Notice of Republic and Shuttle America Page 5

\\DC - 040601/000001 - 5256515 v6 flights, operated by Shuttle America, is critical to each of those communities. These slot slide exemptions have been continuously used to provide beneficial service to smaller communities in the Midwest. The DCA-Omaha flights have been operated continuously for almost twenty years, since 1994. And, the DCA-Madison service is critically important to the community, maintaining Madison’s only nonstop service to Washington, D.C. In both cases, the communities and the traveling public have come to rely on these services to provide critical access to the Nation’s Capital. These flights represent important links to the Nation’s Capital and provide much-needed service for businesses and the military to Washington, D.C. The continuation of service to Madison is supported by particularly strong exceptional circumstances. Madison, the capital of Wisconsin, is a smaller Midwest community. The DCA-Madison service currently offered by Republic, to be operated by Shuttle America, is the only nonstop service between Wisconsin’s capital 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. Thus, continuation of this service is a compelling exceptional circumstance. With respect to Omaha, the Department has expressly acknowledged that Omaha is a city to which the exceptional circumstances requirement applied: “it is also clear from the Congressional language that the needs of the communities of Nebraska, especially Omaha and its surrounding area, and the intent of Midwest to provide nonstop service are additional factors that satisfy the exceptional-Joint Notice of Republic and Shuttle America Page 6

\\DC - 040601/000001 - 5256515 v6 circumstances requirement of the Act.” DOT Order 1994-9-49, at 3 (emphasis added). The DCA-Omaha service is the only competitive nonstop service between DCA and Omaha, offering direct competition to the nonstop DCA-Omaha service operated by US Airways, by far the largest operator at Washington National. There are no other nonstop flights between Omaha and the Washington, D.C. Metropolitan area. This service is also very important to military personnel traveling between the Pentagon and U.S. Strategic Command (located at Offut Air Force Base in Nebraska). Furthermore, the Department has twice approved slot slide exemptions for service to Omaha. See DOT Notice, served April 19, 2011, and DOT Notice, served August 13, 2013. The Madison-DCA and Omaha-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. 7 The DCA-Omaha route also has consistently high load factors (nearly 80%), with over 70% of the traffic using the nonstop flights. 8 The high load factors and relatively high connecting ratios indicate that not all passengers can get on the nonstop flights and are indicative of the need to preserve these nonstop DCA services. Shuttle America will enhance 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.

7 Load Factor: T-100 (YE Jul2013); Local/Connecting: DOT O&D Survey (YE Jun2013). 8 Load Factor: T-100 (YE Jul2013); Local/Connecting: DOT O&D Survey (YE Jun2013).Joint Notice of Republic and Shuttle America Page 7

\\DC - 040601/000001 - 5256515 v6 Moreover, passengers on the Delta Connection flights will have access to Delta’s global frequent flyer program and to enhanced connectivity options. In addition, the Department’s practice is to authorize slot slide exemptions to “carriers holding a limited number of slots at Washington National.” DOT Order 1994- 9-49, at 3; DOT Order 99-11-4, at 2. The Republic carriers (Republic, Shuttle America, and Chautauqua) hold only a limited number of DCA slots. In fact, together they hold only six DCA air carrier slot exemptions and four DCA commuter slot exemptions. 9 This request does not involve a transfer of the slot slide exemptions and thus is consistent with 49 U.S.C. § 41714 and the applicable slot slide exemption orders. Republic and Shuttle America are deemed to be “a single operator” under the DCA High Density Rule, as they are both wholly-owned subsidiaries of RJET. Under 14 C.F.R. § 93.213(c) of the High Density Rule:

“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 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) In addition, the Department’s granting Orders and Notices do not restrict the use of these slot slide exemptions to any particular brand, nor do they prohibit their use for codeshare services. See DOT Order 1994-9-49; DOT Notice, served April 19,

9 Republic holds only six DCA slot exemptions; Shuttle America holds no DCA slot exemptions, and Chautauqua holds only four DCA commuter slot slide exemptions.Joint Notice of Republic and Shuttle America Page 8

\\DC - 040601/000001 - 5256515 v62011 (Docket DOT-OST No. 49741); DOT Notice, August 13, 2013 (Docket DOTOST-2013-0086); DOT Order 1999-11-4; DOT Notice, April 14, 2011 (Docket DOTOST-1999-6240); DOT Notice, August 13, 2013 (Docket DOT-OST-1999-6240). And, the Department has also granted slot slide exemptions for services to be operated on behalf of mainline carriers under fee-for-service/codeshare arrangements without considering such arrangements to constitute a “transfer” of the slot slide exemptions. For example, by DOT Order 2003-9-30, the Department granted Colgan and Chautauqua slot slide exemptions, over the objection of another carrier, knowing that they would be used for US Airways Express flights. And, the Department recently approved an amendment to Chautauqua’s slot slide exemptions to authorize Republic to utilize them for service to the same destinations (Columbus, Ohio; Indianapolis, Indiana) on behalf of US Airways Express. See DOT Notice, August 13, 2013 (Docket DOT-OST-2003-15989).Joint Notice of Republic and Shuttle America Page 9

\\DC - 040601/000001 - 5256515 v6 CONCLUSION To the extent that DOT believes approval to be necessary, Republic and Shuttle America request that the Department promptly approve Shuttle America’s utilization of three slot slide exemptions issued to its sister carrier, Republic, for service to Omaha and Madison, for the reasons discussed above.

Respectfully submitted,

__________________________________ Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP 555 Thirteenth Street, NW Washington, DC 20004 +1 202 637 4999/5659 Counsel for Republic Airline Inc. and Shuttle America Corporation\\DC - 040601/000001 - 5256515 v6 CERTIFICATE OF SERVICE I hereby certify that a copy of the Joint Notice of Republic Airline Inc. and Shuttle America Corporation has been served this 6th day of January 2014, upon each of the following addresses:
bob.kneisley@wnco.com marshall.sinick@squiresanders.com robert.wirick@aa.com francis.heil@aa.com sascha.vanderbellen@delta.com jhill@cooley.com jyoung@yklaw.com dkirstein@yklaw.com dan.weiss@united.com steve.morrissey@united.com Thomas.Ting@suncountry.com howard_kass@usairways.com benjamin.slocum@usairways.com anita.mosner@hklaw.com barbara.russell@virginamerica.com brian.ctr.meehan@faa.gov reese.davidson@dot.gov cindy.baraban@dot.gov Kevin.Schlemmer@dot.gov Dennis.DeVany@dot.gov Rob.Hawks@faa.gov

Patrick Rizzi